UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 10-Q
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|
|
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|
þ
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Quarterly
report under Section 13 or 15(d) of the Securities Exchange Act of
1934
|
For the quarterly period ended APRIL
30, 2010.
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|
|
o
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|
Transition
report under Section 13 or 15(d) of the Exchange
Act
|
For the transition period
from
to
.
Commission
file number 000-28761
CARDIOGENICS HOLDINGS
INC.
(Exact
name of registrant as specified in its Charter)
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|
|
|
|
Nevada
(State
or other jurisdiction of
incorporation
or organization)
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|
88-0380546
(I.R.S.
Employer
Identification
No.)
|
6295
Northam Drive, Unit 8
Mississauga,
Ontario L4V 1WB
(Address
of Principal Executive Offices)
(905)
673-8501
(Registrant’s
Telephone Number, Including Area Code)
Indicate
by check mark whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the 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
þ
No
o
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 or the Exchange Act. (Check one):
|
Large Accelerated
filer
o
|
Accelerated
Filer
o
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|
|
|
|
Non-Accelerated
Filer
¨
(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
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
o
No
þ
As of May
21, 2010 the Registrant had the following number of shares of its capital stock
outstanding: 245,554,164 shares of Common Stock, 1 share of Series 1
Preferred Voting Stock, par value $0.0001, representing 16 exchangeable shares
of the Registrant’s subsidiary, CardioGenics ExchangeCo Inc., which are
exchangeable into 250,642,262 shares of the Registrant’s Common Stock, 380,931
shares of Series 2 Class B Common Stock and 21,500 shares of Series 3 Class B
Common Stock.
CARDIOGENICS HOLDINGS
INC.
FORM 10-Q
For the Quarter Ended April 30,
2010
INDEX
CardioGenics Holdings Inc.
(A
Development Stage Company)
Condensed
Consolidated Balance Sheets
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
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|
April
30,
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|
|
October
31,
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|
|
|
|
2010
|
|
|
2009
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|
|
Assets
|
|
(Unaudited)
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|
|
(Note
2)
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|
|
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|
|
|
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|
Current
|
|
|
|
|
|
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|
Cash
and Cash Equivalents
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|
$
|
1,352,368
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|
|
$
|
2,388,516
|
|
|
Deposits
and Prepaid Expenses
|
|
|
50,197
|
|
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|
11,996
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|
|
Refundable
Taxes Receivable
|
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|
9,357
|
|
|
|
14,878
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|
|
Government
Grants and Investment Tax Credits Receivable
|
|
|
187,753
|
|
|
|
175,554
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|
|
|
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|
1,599,675
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|
|
2,590,944
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|
|
|
|
|
|
|
|
|
|
|
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|
|
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Property and
Equipment, net
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|
39,991
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|
|
|
54,338
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|
Patents,
net
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|
250,229
|
|
|
|
241,980
|
|
|
|
|
|
290,220
|
|
|
|
296,318
|
|
|
Total
assets
|
|
$
|
1,889,895
|
|
|
$
|
2,887,262
|
|
|
|
|
|
|
|
|
|
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Liabilities
and Stockholders' Equity
|
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Current
Liabilities
|
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|
|
|
|
|
|
|
Accounts
Payable and Accrued Expenses
|
|
$
|
416,022
|
|
|
$
|
651,037
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|
Due
to Director
|
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|
60,465
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|
|
|
147,102
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Debentures
Payable
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▬
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25,000
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|
Liabilities
of Discontinued Operations
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▬
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|
100,000
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|
|
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|
|
476,487
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|
923,139
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|
|
|
|
|
|
|
|
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|
Mandatorily
redeemable Class B common stock; par value $.00001 per
share:
|
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|
|
|
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|
400,000
shares designated as series 2; 381,749 shares issued and
outstanding
|
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|
4
|
|
|
|
4
|
|
|
40,000
shares designated as series 3; 21,500 shares issued and
outstanding
|
|
▬
|
|
|
▬
|
|
|
|
|
|
4
|
|
|
|
4
|
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|
|
|
|
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|
|
|
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|
Commitments
and contingencies
|
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|
|
|
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Stockholders'
Equity
|
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|
|
|
|
|
|
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|
Preferred
stock; par value $.0001 per share,
|
|
|
|
|
|
|
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|
50,000,000
shares authorized, none issued
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▬
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|
▬
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|
Common
stock; par value $.00001 per share;
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|
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|
|
|
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|
650,000,000
shares authorized,
|
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|
|
|
|
|
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|
245,554,164
and 217,671,011 common shares and
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|
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|
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250,642,262
and 276,655,415 exchangeable shares issued and
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|
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|
outstanding
as at April 30, 2010 and October 31, 2009 respectively
|
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|
4,963
|
|
|
|
4,943
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|
|
|
|
|
|
|
|
|
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|
Additional
paid-in capital
|
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|
35,700,504
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|
|
|
35,539,274
|
|
|
|
|
|
|
|
|
|
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|
|
Deficit
accumulated during development stage
|
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|
(34,082,980
|
)
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|
|
(33,260,283
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
other comprehensive loss
|
|
|
(203,077
|
)
|
|
|
(319,815
|
)
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|
|
|
|
|
|
|
|
|
|
|
Total
CardioGenics Holdings Inc. stockholders' equity
|
|
|
1,419,410
|
|
|
|
1,964,119
|
|
|
Non-controlling
interest
|
|
|
(6,006
|
)
|
|
▬
|
|
|
Total
equity
|
|
|
1,413,404
|
|
|
|
1,964,119
|
|
|
Total
liabilities and stockholders' equity
|
|
$
|
1,889,895
|
|
|
$
|
2,887,262
|
|
See notes
to condensed consolidated financial statements.
CardioGenics Holdings Inc.
(A
Development Stage Company)
Condensed
Consolidated Statements of Operations (unaudited)
For
the Three Months and Six Months Ended April 30, 2010 and 2009
and
Cumulative
from November 20, 1997 (Date of Inception) to April 30, 2010
|
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|
|
|
|
|
|
|
|
Cumulative
|
|
|
|
|
|
|
|
|
|
|
|
|
From
|
|
|
|
|
|
|
|
|
|
|
|
|
November
|
|
|
|
|
|
|
|
|
|
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|
20,
1997
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|
|
|
|
|
|
|
|
|
|
(Date
of
|
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|
|
|
For
the three months Ended
|
|
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For
the six months Ended
|
|
|
Inception)
to
|
|
|
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|
April
30,
|
|
|
April
30,
|
|
|
April
30,
|
|
|
|
|
2010
|
|
|
2009
|
|
|
2010
|
|
|
2009
|
|
|
2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization
of Property and Equipment
|
|
$
|
7,256
|
|
|
$
|
6,074
|
|
|
$
|
14,347
|
|
|
$
|
12,222
|
|
|
$
|
174,455
|
|
|
Amortization
of Patent Application Costs
|
|
|
1,020
|
|
|
▬
|
|
|
|
2,016
|
|
|
▬
|
|
|
|
6,197
|
|
|
Write-off
of Patent Application Costs
|
|
▬
|
|
|
▬
|
|
|
▬
|
|
|
▬
|
|
|
|
53,731
|
|
|
General
and Administrative
|
|
|
158,168
|
|
|
|
31,492
|
|
|
|
449,622
|
|
|
|
56,035
|
|
|
|
3,478,844
|
|
|
Write-off
of Goodwill
|
|
▬
|
|
|
▬
|
|
|
▬
|
|
|
▬
|
|
|
|
12,780,214
|
|
|
Research
and Product Development, Net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
of
Investment Tax Credits
|
|
|
179,875
|
|
|
|
39,548
|
|
|
|
312,685
|
|
|
|
71,042
|
|
|
|
2,908,401
|
|
|
Total
operating expenses and operating loss
|
|
|
346,319
|
|
|
|
77,114
|
|
|
|
778,670
|
|
|
|
139,299
|
|
|
|
19,401,842
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
Expenses (Income)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
Expense and Bank Charges (Net)
|
|
|
3,171
|
|
|
|
56,494
|
|
|
|
521
|
|
|
|
117,258
|
|
|
|
2,086,856
|
|
|
Loss
on Change in Value of Derivative Liability
|
|
▬
|
|
|
▬
|
|
|
▬
|
|
|
▬
|
|
|
|
12,421,023
|
|
|
Loss
on Foreign Exchange Transactions
|
|
|
83,043
|
|
|
|
14,414
|
|
|
|
102,208
|
|
|
|
14,414
|
|
|
|
116,554
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
other expenses (income)
|
|
|
86,214
|
|
|
|
70,908
|
|
|
|
102,729
|
|
|
|
131,672
|
|
|
|
14,624,433
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss
from Continuing Operations
|
|
|
(432,533
|
)
|
|
|
(148,022
|
)
|
|
|
(881,399
|
)
|
|
|
(270,971
|
)
|
|
|
(34,026,275
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued
Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on
Sale of Subsidiary
|
|
|
90,051
|
|
|
▬
|
|
|
|
90,051
|
|
|
▬
|
|
|
|
90,051
|
|
|
Loss
from Discontinued Operations
|
|
▬
|
|
|
▬
|
|
|
|
(37,355
|
)
|
|
▬
|
|
|
|
(152,762
|
)
|
|
Net
Loss
|
|
|
(342,482
|
)
|
|
|
(148,022
|
)
|
|
|
(828,703
|
)
|
|
|
(270,971
|
)
|
|
|
(34,088,986
|
)
|
|
Net
Loss attributed to non-controlling interest
|
|
|
(2,482
|
)
|
|
▬
|
|
|
|
(6,006
|
)
|
|
▬
|
|
|
|
(6,006
|
)
|
|
Net
Loss attributed to CardioGenics Holdings Inc.
|
|
$
|
(340,000
|
)
|
|
$
|
(148,022
|
)
|
|
$
|
(822,697
|
)
|
|
$
|
(270,971
|
)
|
|
$
|
(34,082,980
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
and Fully Diluted Net Loss per Common
Share
attributable to CardioGenics Holdings Inc. Shareholders
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average
shares of Common Stock outstanding
|
|
|
496,055,298
|
|
|
|
292,089,211
|
|
|
|
495,201,671
|
|
|
|
289,094,335
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See notes to condensed
consolidated financial statements.
CarioGenics Holdings Inc.
(A
Development Stage Company)
Condensed
Consolidated Statements of Changes in Stockholders' Equity
(unaudited)
For
the six months ended April 30, 2010
|
|
|
|
|
|
|
|
|
Deficit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
the
|
|
|
Other
|
|
|
|
|
|
Total
|
|
|
|
|
Common
Stock
|
|
|
Paid-in
|
|
|
Development
|
|
|
Comprehensive
|
|
|
Noncontrolling
|
|
|
Stockholders'
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Stage
|
|
|
Income
(Loss)
|
|
|
Interest
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
November 1, 2009
|
|
|
494,326,426
|
|
|
$
|
4,943
|
|
|
$
|
35,539,274
|
|
|
$
|
(33,260,283
|
)
|
|
$
|
(319,815
|
)
|
|
|
|
|
$
|
1,964,119
|
|
Issuance
of common shares in exchange
for services rendered January 2010,
$.14
|
|
|
350,000
|
|
|
|
4
|
|
|
|
48,996
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
49,000
|
|
Common
shares issued on exercise of
Warrants, February
2010
|
|
|
750,000
|
|
|
|
8
|
|
|
|
35,242
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35,250
|
|
|
Common
shares issued for cash, February 2010
|
|
|
770,000
|
|
|
|
8
|
|
|
|
76,992
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
77,000
|
|
|
Net
loss attributable to noncontrolling interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(6,006
|
)
|
|
|
(6,006
|
)
|
|
Comprehensive
Income (Loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(822,697
|
)
|
|
|
|
|
|
|
|
|
|
|
(822,697
|
)
|
|
Other
Comprehensive Income (Loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency
Translation Adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
116,738
|
|
|
|
|
|
|
|
116,738
|
|
|
Total
Comprehensive (Loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(705,959
|
)
|
|
Balance
at April 30, 2010
|
|
|
496,196,426
|
|
|
$
|
4,963
|
|
|
$
|
35,700,504
|
|
|
$
|
(34,082,980
|
)
|
|
$
|
(203,077
|
)
|
|
$
|
(6,006
|
)
|
|
$
|
1,413,404
|
|
See notes to condensed
consolidated financial statements.
CardioGenics Holdings Inc.
(A
Development Stage Company)
Condensed
Consolidated Statements of Cash Flows (unaudited)
Six
Months Ended April 30, 2010 and 2009 and
Cumulative
from November 20, 1997 (Date of Inception) to April 30, 2010
|
|
|
|
|
|
|
|
|
Cumulative
from
|
|
|
|
|
|
|
|
|
|
|
November
20, 1997
|
|
|
|
|
Six
Months Ended
|
|
|
(Date
of Inception)
|
|
|
|
|
April
30
|
|
|
To
April 30,
|
|
|
|
|
2010
|
|
|
2009
|
|
|
2010
|
|
|
Cash
flows from operating activities
|
|
|
|
|
|
|
|
|
|
|
Net
Loss for the Period
|
|
$
|
(828,703
|
)
|
|
$
|
(270,971
|
)
|
|
$
|
(34,088,986
|
)
|
|
Adjustments
to reconcile net loss for the period to
|
|
|
|
|
|
|
|
|
|
|
|
|
|
net
cash used in operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization
of Property and Equipment
|
|
|
14,347
|
|
|
|
12,222
|
|
|
|
174,455
|
|
|
Amortization
of Patent Application Costs
|
|
|
2,016
|
|
|
▬
|
|
|
|
6,197
|
|
|
Write-off
of Patent Application Costs
|
|
▬
|
|
|
▬
|
|
|
|
53,731
|
|
|
Write-off
of Goodwill
|
|
▬
|
|
|
▬
|
|
|
|
12,780,214
|
|
|
Amortization
of Deferred Debt Issuance Costs
|
|
▬
|
|
|
▬
|
|
|
|
511,035
|
|
|
Loss
on Extinguishment of Debt
|
|
▬
|
|
|
▬
|
|
|
|
275,676
|
|
|
Loss
on Change in Value of Derivative Liability
|
|
▬
|
|
|
▬
|
|
|
|
12,421,023
|
|
|
Interest
Accrued and Foreign Exchange Loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
on
Debt
|
|
▬
|
|
|
|
74,292
|
|
|
|
922,539
|
|
|
Unrealized
Foreign Currency Exchange Gains
|
|
▬
|
|
|
|
10,040
|
|
|
|
25,092
|
|
|
Beneficial
Conversion Charge included in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
Expense
|
|
▬
|
|
|
▬
|
|
|
|
452,109
|
|
|
Common
Stock Issued as Employee or
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Officer/Director
Compensation
|
|
▬
|
|
|
▬
|
|
|
|
2,508,282
|
|
|
Common
Stock Issued for Services Rendered
|
|
|
49,000
|
|
|
▬
|
|
|
|
451,312
|
|
|
Stock
Options Issued for Services Rendered
|
|
▬
|
|
|
▬
|
|
|
|
192,238
|
|
|
Stock
Options Issued to Directors and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Committee
Chairman
|
|
▬
|
|
|
▬
|
|
|
|
54,582
|
|
|
Changes
in Operating Assets and Liabilities,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
of Acquisition
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits
and Prepaid Expenses
|
|
|
(37,367
|
)
|
|
|
58
|
|
|
|
(48,574
|
)
|
|
Refundable
Taxes Receivable
|
|
|
6,554
|
|
|
|
5,652
|
|
|
|
(7,460
|
)
|
|
Investment
Tax Credits Receivable
|
|
▬
|
|
|
|
104,208
|
|
|
|
(155,502
|
)
|
|
Accounts
Payable and Accrued Expenses
|
|
|
(360,371
|
)
|
|
|
28,935
|
|
|
|
(377,232
|
)
|
|
Advances
|
|
▬
|
|
|
▬
|
|
|
|
131
|
|
|
Net
cash used in operating activities
|
|
|
(1,154,524
|
)
|
|
|
(35,564
|
)
|
|
|
(3,849,138
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
Acquired from Acquisition
|
|
▬
|
|
|
▬
|
|
|
|
195,885
|
|
|
Purchase
of Property and Equipment
|
|
▬
|
|
|
|
(269
|
)
|
|
|
(193,366
|
)
|
|
Patent
Application Costs
|
|
|
(10,265
|
)
|
|
|
(419
|
)
|
|
|
(269,980
|
)
|
|
Net
cash used in investing activities
|
|
|
(10,265
|
)
|
|
|
(688
|
)
|
|
|
(267,461
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Due
to Director
|
|
|
(96,860
|
)
|
|
|
10,537
|
|
|
|
775,572
|
|
|
Issue
of Debentures
|
|
▬
|
|
|
|
371,333
|
|
|
|
1,378,305
|
|
|
Issue
of Common Shares on Exercise of Stock options
|
|
▬
|
|
|
|
28
|
|
|
|
31
|
|
|
Issue
of Common Shares on Exercise of Warrants
|
|
|
35,250
|
|
|
▬
|
|
|
|
35,250
|
|
|
Issue
of Common Shares for Cash
|
|
|
77,000
|
|
|
▬
|
|
|
|
3,645,847
|
|
|
Redemption
of 10% Senior Convertible Debentures
|
|
|
(25,000
|
)
|
|
|
(369,972
|
)
|
|
|
(394,972
|
)
|
|
Net
cash provided by (used in) financing activities
|
|
|
(9,610
|
)
|
|
|
11,926
|
|
|
|
5,440,033
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect
of foreign exchange on cash and cash equivalents
|
|
|
138,251
|
|
|
|
2,525
|
|
|
|
28,934
|
|
|
Cash
and Cash Equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase
(decrease) in cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|
|
during
the period
|
|
|
(1,036,148
|
)
|
|
|
(21,801
|
)
|
|
|
1,352,368
|
|
|
Beginning
of Period
|
|
|
2,388,516
|
|
|
|
253,873
|
|
|
▬
|
|
|
End
of Period
|
|
$
|
1,352,368
|
|
|
$
|
232,072
|
|
|
$
|
1,352,368
|
|
See notes to condensed consolidated financial statements.
CardioGenics Holdings Inc.
(A
Development Stage Company)
Notes
to Condensed Consolidated Financial Statements
April 30, 2010 and
2009
CardioGenics
Inc. (“CardioGenics”) was incorporated on November 20, 1997 in the Province of
Ontario, Canada, and carries on the business of development and
commercialization of diagnostic test products to the In Vitro Diagnostics
testing market. CardioGenics has several test products that are in various
stages of development.
CardioGenics’
business is that of a development-stage company, with a limited history of
operations and whose revenues, to date, have been primarily comprised of grant
revenue and Scientific Research Tax Credits from government agencies. There can
be no assurance that the Company will be successful in obtaining regulatory
approval for marketing of any of the existing or future products that the
Company will succeed in developing.
On
July 31, 2009, CardioGenics acquired the business of JAG Media Holdings, Inc.
(“JAG Media”)(see Note 4).
The business acquired is
that of gathering and compiling financial and investment information from
various financial institutions and other Wall Street professionals. Revenues of
the acquired business of JAG Media are generated by releasing such financial
information to subscribers in a consolidated format on a timely basis through
facsimile transmissions and a web site. Further, software focused on streaming
video solutions was acquired through the acquisition of JAG Media by
CardioGenics. Historically, further development of this software has been
limited as a result of JAG Media’s lack of financial resources.
References
herein to CardioGenics common shares has been retrospectively adjusted to
reflect the exchange ratio of 20.957 established in the Share Purchase
Agreement.
On
October 27, 2009, the name of the Company was changed from JAG Media Holdings,
Inc. to CardioGenics Holdings Inc.
In the
opinion of management, the accompanying unaudited condensed consolidated
financial statements reflect all adjustments, consisting of normal recurring
adjustments, necessary to present fairly the condensed consolidated financial
position of CardioGenics Holdings Inc. and its subsidiaries as of April 30,
2010, their results of operations for the three and six months ended April 30,
2010 and 2009, and the period from November 20, 1997 (date of inception) to
April 30, 2010, changes in stockholders’ equity for the six months ended April
30, 2010 and cash flows for the six months ended April 30, 2010 and 2009, and
the period from November 20, 1997 (date of inception) to April 30,
2010. CardioGenics Holdings Inc and its subsidiaries are referred to
together herein as the “Company”. Pursuant to rules and regulations
of the SEC, certain information and disclosures normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America have been condensed or omitted from these
consolidated financial statements unless significant changes have taken place
since the end of the most recent fiscal year. Accordingly, these
condensed consolidated financial statements should be read in conjunction with
the consolidated financial statements, notes to consolidated financial
statements and the other information in the audited consolidated financial
statements of the Company as of October 31, 2009 and 2008 (the “Audited
Financial Statements”) included in the Company’s Form 10-K that was previously
filed with the SEC on February 16, 2010 and from which the October 31, 2009
consolidated balance sheet was derived.
The
results of the Company’s operations for the three and six months ended April 30,
2010 are not necessarily indicative of the results of operations to be expected
for the full year ending October 31, 2010.
The
accompanying condensed consolidated financial statements have been prepared
using the accounting principles generally accepted in the United States of
America applicable to a going concern, which contemplates the realization of
assets and the satisfaction of liabilities and commitments in the normal course
of business.
The
Company has incurred operating losses and has experienced negative cash flows
from operations since inception. The Company has an accumulated
deficit at April 30, 2010 of approximately $34.1 million. The Company has not
yet established an ongoing source of revenues sufficient to cover its operating
costs and to allow it to continue as a going concern. The Company has
funded its activities to date almost exclusively from debt and equity
financings. These conditions raise substantial doubt about the Company’s ability
to continue as a going concern.
The
Company will continue to require substantial funds to continue research and
development, including preclinical studies and clinical trials of its products,
and to commence sales and marketing efforts, if the FDA and other regulatory
approvals are obtained. In order to meet its operating cash flow requirements
Management’s plans include financing activities such as private placements of
its common stock and issuances of convertible debt instruments. Management is
also actively pursuing industry collaboration activities including product
licensing and specific project financing.
While the
Company believes it will be successful in obtaining the necessary financing to
fund its operations, meet revenue projections and manage costs, there are no
assurances that such additional funding will be achieved and that it will
succeed in its future operations. The accompanying condensed consolidated
financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts or amounts of
liabilities that might be necessary should the Company be unable to continue in
existence.
|
3.
|
Summary of Significant
Accounting Policies
.
|
|
(a)
|
Research
and Development Costs
|
Expenditures
for research and development are expensed as incurred and include, among other
costs, those related to the production of prototype products, including payroll
costs. Amounts expected to be received from governments under Scientific
Research Tax Credit arrangements are offset against current
expenses. The Company recognizes revenue from restricted grants in
the period in which the Company has incurred the expenditures in compliance with
the specific restrictions.
|
(b)
|
Net
Loss Per Common Share
|
Basic
loss per share is computed by dividing loss available to common stockholders by
the weighted average number of common shares outstanding during the period.
Diluted earnings (loss) per share gives effect to all dilutive potential common
shares outstanding during the period. The computation of diluted earnings (loss)
per share does not assume conversion, exercise or contingent exercise of
securities that would have an anti-dilutive effect on earnings (loss) per
share.
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 reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the dates of
the financial statements and the reported amounts of revenues and expenses
during the reporting periods. Actual results could differ from those
estimates. By their nature, these estimates are subject to
uncertainty and the effect on the consolidated financial statements of changes
in such estimates in future periods could be material.
|
(d)
|
Discontinued
Operations
|
As a
result of the sale of JAG Media, certain reclassifications of assets,
liabilities, revenues costs and expenses have been made to the prior period
condensed consolidated financial statements to conform to the April 30, 2010
financial statement presentation. Specifically, we have reclassified
the results of operations of JAG Media for all periods presented to discontinued
operations within the statement of operations. In addition, the
liabilities of JAG Media have been reclassified liabilities of discontinued
operations.
|
(e)
|
Financial
Instruments
|
The
carrying values of cash and cash equivalents, and accounts payable approximate
their fair values due to their short-term nature. Debentures
approximate their fair value based upon the borrowing rates available for the
nature of the underlying debt.
|
(f)
|
Effects
of Recent Accounting Pronouncements
|
In
December 2007, “Non-controlling Interest in Consolidated Financial Statements”
was pronounced, which will change the accounting and reporting for minority
interests, which will be re-characterized as non-controlling interests and
classified as a component of equity within the consolidated balance
sheets. This pronouncement is effective as of the beginning of the
first fiscal year beginning on or after December 15, 2008. Earlier
adoption is prohibited. The adoption of this pronouncement has had
minimal impact on the Company’s consolidated financial position, results of
operations or cash flows.
In May
2008, “Accounting for Convertible Debt Instruments That May Be Settled in Cash
upon Conversion (Including Partial Cash Settlements)” was pronounced. This
requires a portion of this type of convertible debt to be recorded as equity and
to record interest expense on the debt portion at a rate that would have been
charged on nonconvertible debt with the same terms. This pronouncement takes
effect in the first quarter of fiscal years beginning after December 15, 2008
and will be applied retrospectively for all periods presented. It will be
effective for the Company on November 1, 2009. The adoption did not have any
effect on its condensed consolidated financial statements.
In
October 2009, the FASB issued guidance related to revenue recognition for
arrangements with multiple deliverables. This guidance eliminates the residual
method of allocation and requires the relative selling price method when
allocating deliverables of a multiple deliverable revenue arrangement. The
determination of the selling price for each deliverable requires the use of a
hierarchy designed to maximize the use of available objective evidence
including, vendor specific objective evidence, third party evidence of selling
price, or estimated selling price. The guidance is effective prospectively for
revenue arrangements entered into or materially modified in fiscal years
beginning on or after June 15, 2010, and must be adopted in the same period
using the same transition method. If adoption is elected in a period other than
the beginning of a fiscal year, the amendments in these standards must be
applied retrospectively to the beginning of the fiscal year. Full retrospective
application of these amendments to prior fiscal years is optional. Early
adoption of these standards may be elected. The Company is currently evaluating
the impact of this new accounting standard on its condensed consolidated
financial statements.
On
November 1, 2009, the Company adopted authoritative accounting guidance that
requires the ownership interests in subsidiaries held by parties other than the
parent, and income attributable to those parties, be clearly identified and
distinguished in the parent’s consolidated financial
statements. Consequently, the Company’s non-controlling interest is
disclosed as a separate component of the Company’s consolidated equity on the
condensed consolidated balance sheet. Further, earnings and other
comprehensive income are separately attributed to both the controlling and
non-controlling interests. Loss per share calculated based on net
loss attributable to the Company’s controlling interest.
On July
31, 2009, the Company completed a reverse acquisition of privately held
CardioGenics Inc. (“CardioGenics”), an Ontario, Canada Corporation. The
acquisition was effected pursuant to a Share Purchase Agreement dated May 22,
2009 by and among the Company, CardioGenics Inc. and CardioGenics ExchangeCo
Inc., the Company’s wholly owned subsidiary (“ExchangeCo”). In accordance with
the terms of the Share Purchase Agreement, 99% of the holders of common shares
of CardioGenics Inc. (two (2) minority shareholders of CardioGenics Inc. holding
in aggregate
173,869
common shares of CardioGenics Inc. did not participate) surrendered their
CardioGenics Common Shares. CardioGenics Inc. caused the Company to issue to
ExchangeCo or CardioGenics’ shareholders 422,183,610 shares of the Company’s
common stock, par value $0.00001 (the “Share Consideration”). The CardioGenics
Inc.’s shareholders had the option to receive their pro-rata allocation of the
Share Consideration in the form of (a) the Company’s common stock (the “JAG
Consideration Shares”) or (b) exchangeable shares of ExchangeCo. Inc., which
shares shall be exchangeable at any time after July 31, 2009 into a number of
shares of the Company’s common stock equal to such shareholders’ pro rata
allocation of the Share Consideration (the “Exchangeable Shares”). The
Exchangeable Shares have the same voting rights, dividend entitlements and other
attributes as JAG Media common stock. Exchangeable Shares will automatically be
exchanged for JAG Media common stock five years from July 31, 2009, and in
certain other events. The Share Consideration provides the former CardioGenics
shareholders with direct and/or indirect ownership of approximately 85% of JAG
Media’s outstanding common stock (on a fully diluted basis) as of July 31,
2009.
On July
31, 2009, 145,528,195 common shares of JAG Media were issued to former
shareholders of CardioGenics and 276,655,415 common shares of JAG Media were
issued to ExchangeCo. These shares are not registered for resale and, therefore,
shall remain subject to the rights and restrictions of Rule 144. All
Exchangeable Shares received by the CardioGenics shareholders in exchange for
their CardioGenics Common Shares (and any JAG Media common stock into which such
Exchangeable Shares may be exchanged) shall not be registered for resale prior
to six (6) months following July 31, 2009 and, therefore, shall remain subject
to the rights and restrictions of Rule 144 prior to any such
registration.
The Share
Consideration provided the CardioGenics Inc.’s shareholders with direct and/or
indirect ownership of approximately 85% of the Company’s outstanding common
stock (on a fully diluted basis) as of July 31, 2009. Based on the five-day
average price of the Company’s common stock of $0.16 per share, the purchase
price approximated was $11,573,536, plus approximately $342,880 of acquisition
costs plus the fair value of options and warrants assumed of
$644,806.
A summary
of the purchase price allocation is as follows:
|
|
|
|
|
|
Common
stock issued
|
|
$
|
11,573,536
|
|
|
Acquisition
costs incurred
|
|
|
342,880
|
|
|
Fair
value of options and warrants assumed
|
|
|
644,806
|
|
|
Total
purchase price
|
|
$
|
12,561,222
|
|
The
purchase price has been allocated as follows based on the fair values of the
assets and liabilities acquired:
|
Cash
|
|
$
|
195,885
|
|
|
Accounts
Payable
|
|
|
(386,177
|
)
|
|
Derivative
liability for warrants assumed
|
|
|
(28,700
|
)
|
|
Goodwill
|
|
|
12,780,214
|
|
|
Total
|
|
$
|
12,561,222
|
|
The
following pro forma consolidated financial information presents the combined
results of operations of JAG Media Holdings, Inc. and CardioGenics, Inc. as if
the acquisition had occurred as of November 1, 2008, after giving effect to
certain adjustments, including the issuance of JAG Media Holdings, Inc. common
stock as part of the purchase price. For the purpose of this pro forma
presentation, both JAG Media Holdings, Inc.’s and CardioGenics, Inc.’s financial
information is presented for the three and six months ended April 30, 2009. The
pro forma condensed consolidated financial information does not necessarily
reflect the results of operations that would have occurred had JAG Media
Holdings, Inc. and CardioGenics, Inc. been a single entity during such
periods.
|
|
|
Three
Months Ended
April
30, 2009
|
|
|
Six
Months Ended
April
30, 2009
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
32,260
|
|
|
$
|
73,913
|
|
|
Net
Loss
|
|
$
|
(380,760
|
)
|
|
$
|
(927,518
|
)
|
|
Weighted-average
shares of
Common
stock outstanding:
Basic
and diluted
|
|
|
292,089,211
|
|
|
|
289,094,335
|
|
|
Basic
and diluted net loss per common share
|
|
$
|
0.00
|
|
|
$
|
0.00
|
|
The
amount due to a director is due on demand and carries no interest. On
July 31, 2009, $885,000 due to a director was converted to 23,778,126 common
shares of JAG Media. A beneficial conversion charge of $117,109 was credited
against Additional Paid-in Capital. Accrued interest to July 31, 2009 on the
director’s loan of $108,635 was converted to 2,185,522 common shares of JAG
Media at the same time. During the quarter ended April 30, 2010, $86,637 was
repaid.
On
January 28, 2009, the Company issued to a director and an officer of the Company
a new series of Debentures in the amount of $371,333. The Debentures
were for a term of two years and carry interest at 10% per annum. At
July 31, 2009, the holders of the debentures exchanged the debentures, plus
accrued interest, for 17,017,084 common shares of JAG Media common stock. A
beneficial conversion charge of $335,000 was credited against additional paid-in
capital.
The
Company adopted the provisions of the guidance for uncertainty in income taxes
on August 1, 2007. The guidance clarifies the accounting for uncertainty in
income taxes recognized in an enterprise’s financial statement, and prescribes a
recognition threshold and measurement process for financial statement
recognition and measurement of a tax position taken or expected to be taken in a
tax return. It also provides guidance on derecognition classification, interest
and penalties accounting in interim periods disclosure and
transition.
Based on
the Company’s evaluation, management has concluded that there are no significant
tax positions requiring recognition in the condensed consolidated financial
statements.
The
Company has incurred losses in Canada since inception, which have generated net
operating loss carryforwards for income tax purposes. The net
operating loss carryforwards arising from Canadian sources as of April 30, 2010,
approximated $7,017,000 (2009 - $3,169,000) which will expire from 2014 through
2030.
All
fiscal years except 2009 have been assessed; however, claims relating to
research and development credits are open for review for the fiscal years ended
October 2009, 2008 and 2007.
As of
April 30, 2010, the Company had net operating loss carryforwards from US sources
of approximately $40,476,000 available to reduce future Federal taxable income
which will expire from 2019 through 2030.
For the
six months ended April 30, 2010 and 2009, the Company’s effective tax rate
differs from the statutory rate principally due to the net operating losses for
which no benefit was recorded.
Current
convertible debentures consist of:
|
|
|
|
|
|
April
30,
2010
|
|
October
31,
2009
|
|
|
|
|
|
|
|
|
10%
Senior Convertible Debentures
|
$ ▬
|
|
$
|
25,000
|
|
The
debenture was repaid in December 2009.
|
8.
|
Stock
Based Compensation
|
The
Company follows the guidance for stock-based compensation. Stock-based employee
compensation related to stock options for the six months ended April 30, 2010
and 2009 amounted to $-0-.
The fair
value of each option granted is estimated on grant date using the Black-Scholes
option pricing model which takes into account as of the grant date the exercise
price and expected life of the option, the current price of the underlying stock
and its expected volatility, expected dividends on the stock and the risk-free
interest rate for the term of the option. The Company granted to a
consultant 300,000 stock options during the year ended October 31, 2009 and no
stock options during the six months ended April 30, 2010.
The
following is a summary of the common stock options granted, forfeited or expired
and exercised under the Plan:
|
|
|
|
Weighted
|
|
|
|
|
|
Average
|
|
|
|
|
|
Exercise
|
|
|
|
Options
|
|
Price
|
|
|
|
|
|
|
|
|
Outstanding
- October 31, 2008
|
|
|
9,901,198
|
|
|
$
|
0.02
|
|
|
Granted
|
|
▬
|
|
|
▬
|
|
|
Forfeited/expired
|
|
|
(4,191,400
|
)
|
|
$
|
0.06
|
|
|
Exercised
|
|
|
(5,709,798
|
)
|
|
$
|
0.05
|
|
|
Assumed
upon JAG Media acquisition
|
|
|
2,750,000
|
|
|
$
|
0.25
|
|
|
Granted
|
|
|
300,000
|
|
|
$
|
0.09
|
|
|
Outstanding
– October 31, 2009
|
|
|
3,050,000
|
|
|
$
|
0.23
|
|
|
Granted
|
▬
|
|
▬
|
|
|
Forfeited/Expired
|
▬
|
|
▬
|
|
|
Exercised
|
|
|
▬
|
|
|
|
▬
|
|
|
Outstanding
– April 30, 2010
|
|
|
3,050,000
|
|
|
$
|
0.23
|
|
Options
typically vest immediately at the date of grant. As such, the Company
does not have any unvested options or unrecognized compensation expense at April
30, 2010.
Comprehensive
Loss
Comprehensive
loss, which includes net loss from the change in the foreign currency
translation account, for the three and six months ended April 30, 2010 and 2009
respectively is as follows:
|
|
|
For
the Three Months Ended
April
30,
|
|
|
For
the Six Months Ended
April
30,
|
|
|
|
|
2010
|
|
|
2009
|
|
|
2010
|
|
|
2009
|
|
|
Net
(Loss)
|
|
$
|
(340,000
|
)
|
|
$
|
(148,022
|
)
|
|
$
|
(822,697
|
)
|
|
$
|
(270,971
|
)
|
|
Currency
translation adjustment
|
|
|
66,395
|
|
|
|
(69,362
|
)
|
|
|
116,738
|
|
|
|
10,040
|
|
|
Comprehensive
(Loss)
|
|
$
|
(273,605
|
)
|
|
$
|
(217,384
|
)
|
|
$
|
(705,959
|
)
|
|
$
|
(260,931
|
)
|
|
|
|
|
|
|
April
30,
2010
|
|
October
31,
2009
|
|
|
|
|
|
|
|
|
Warrants
Issued
to subscribers to the debenture financing of 2003 and its related
extension entitling the holder to purchase 1 common share of the Company
at an exercise price of $0.047 per common share up to and including July
31, 2012
|
20,468,082
|
|
21,218,082
|
|
|
|
|
|
|
|
|
Issued
to subscribers to the debenture financing of 2004 and its related
extension entitling the holder to purchase 1 common share in the Company
at an exercise price of $0.047 per common share up to and including July
31, 2012
|
10,436,586
|
|
10,436,586
|
|
|
|
|
|
|
|
|
Issued
to agents for the debenture financings of 2003 and 2004 entitling the
holder to purchase 1 common share in the Company at an exercise
price of $0.047 per common share up to and including July 31,
2012
|
2,084,174
|
|
2,084,174
|
|
|
|
|
|
|
|
|
Issued
to former employee entitling the holder to purchase 1 common share in the
company at an exercise price of $0.047 per common share up to and
including July 31, 2012
|
1,362,205
|
|
1,362,205
|
|
|
|
|
|
|
|
|
Issued
to Consultants July 31, 2009, entitling the holder to purchase 1 common
share of the company at an exercise price of $0.09 per share up to and
including July 31, 2012
|
1,047,850
|
|
1,047,850
|
|
|
|
|
|
|
|
|
Issued
to consultant August 1, 2009, entitling the holder to purchase 1 common
share in the company at an exercise price of $0.09 per common share up to
and including July 31, 2017
|
2,870,848
|
|
2,870,848
|
|
|
|
|
|
|
|
|
Total
Warrants outstanding
|
38,269,745
|
|
39,019,745
|
|
As of
July 31, 2009, the conversion of the warrants would result in the issuance of
common shares in excess of the number of common shares authorized, the Company
determined that based on the guidance on derivative financial instruments
indexed to, and potentially settled in a Company’s own stock, the Company would
be prohibited from concluding that it would have a sufficient number of
authorized and unissued shares to net-share settle any of those warrants or any
other warrants or options previously issued or granted to non-employees.
Therefore, as of the date of the reverse acquisition, the Company recorded the
related fair value of all warrants issued with prior debentures previously
issued to non-employees as a liability. Subsequent changes in the fair value of
such options and warrants at the end of each reporting period were to be
recorded as charges or credits to the Company’s results of
operations. On September 30, 2009, the Company’s authorized share
capital was amended to increase the number of authorized common shares to
650,000,000. At that time the outstanding options and warrants were
re-valued with the subsequent valuation of $13,501,360 re-classified to
Additional Paid-In Capital.
At July
31, 2009, the Company assumed the remainder of warrants dated May 24, 2006
entitling YA Global to purchase 250,000 shares of the Company’s common stock for
$0.40 per share. These warrants were exercised August 5,
2009.
|
10.
|
Standby
Equity Distribution Agreement
|
On March
12, 2009, the Company and YA Global Master SPV Ltd. (“YA Ltd”) entered into a
Standby Equity Distribution Agreement (The “SEDA”) pursuant to which YA Ltd
agreed to purchase up to $5,000,000 of the Company’s common stock (the
“Commitment Amount”) over the course of the thirty-six (36) months following the
date the registration statement for the shares to be issued pursuant to the SEDA
is first declared effective (the “Commitment Period”). The Company shall have
the right, but not the obligation, to sell common stock to YA Ltd during the
Commitment Period. Each right to sell common stock to YA Ltd is an “Advance”
under the SEDA.
In order
to request an Advance under the SEDA, the Company must submit a written notice
to YA Ltd specifying the amount of the Advance (an “Advance Notice”). An Advance
Notice may be delivered to YA Ltd every five (5) trading days. The common stock
issued to YA Ltd in connection with each Advance Notice shall be issued at a
purchase price equal to 95% of the lowest Volumes Weighted Average Price
(“VWAP”) during the five trading days immediately following the date of the
Advance Notice, as reported by Bloomberg, L.P. In addition, (i) each Advance may
not exceed $250,000; (ii) the aggregate amount of the Advances pursuant to the
SEDA shall not exceed the Commitment Amount; and, (iii) in no event shall the
number of shares of common stock issuable to YA Ltd pursuant to an Advance cause
the aggregate number of shares of common stock beneficially owned by YA Ltd and
its affiliates to exceed 9.99% of the then outstanding common stock of the
Company. Further, the Company’s common stock being authorized for quotation on a
“Principal Market,” which is defined as the NASDAQ Global Select Market, the
NASDAQ Global Market, the NASDAQ Capital Market, the NYSE Euronext or the OTC
Bulletin Board of the New York Stock Exchange, shall be a condition to any
Advance. Each Advance shall also be subject to such additional terms and
conditions as are set forth in the SEDA. On the 11
th
trading
day following the completion of the Commencement Date, as defined in the
Registration Rights Agreement (the “Commencement Date”), the Company shall issue
to YA Ltd, as a commitment fee, shares of the Company’s common stock in an
amount equal to $250,000 divided by the average of the VWAP for each of the ten
(10) trading days following the effective date of the Acquisition (the
“Commitment Fee Shares”). The Commitment Fee Shares shall be included on any
registration statement filed by the Company after the date of the SEDA, unless
such shares may be resold without any limitation pursuant to Rule
144.
On March
12, 2009, concurrent with the execution of the SEDA, the Company and YA Ltd also
entered into a Registration Rights Agreement (the “Registration Rights
Agreement”) pursuant to which the Company agreed to register the shares of the
Company’s common stock to be issued in connection with the SEDA (the
“Registrable Securities”). The Company may not file the registration statement
for the Registrable Securities (the “Registration Statement”) prior to the tenth
(10
th
)
trading day following the Commencement Date and the Company shall not have the
ability to make any Advances under the SEDA until the Registration Statement is
declared effective. The Company shall cause the Registration Statement that has
been declared effective to remain effective at all times until all Registrable
Securities under the Registration Statement cease to be Registrable Securities.
Once issued, Registrable Securities cease to be Registrable Securities when (i)
such Registrable Securities have been disposed of pursuant to the Registration
Statement; (ii) such Registrable Securities have been sold under circumstances
under which all of the applicable conditions of Rule 144 ( or any similar
provision there in force) are met; or, (iii) in the opinion of counsel to the
Company such Registrable Securities may permanently be sold without registration
and without any time, volume or manner limitations pursuant to Rule
144.
Effective
March 19, 2010, the Company and YA Ltd terminated these agreements by mutual
consent.
11. Issuance
of Common Stock
During
the six months ended April 30, 2010, the Company issued the following common
shares:
|
|
|
Six
Months Ended
April
30, 2010
|
|
|
|
|
#
of shares
|
|
|
Amount
|
|
|
|
|
|
|
|
|
|
|
Issued
to third parties for services rendered
|
|
|
350,000
|
|
|
$
|
49,000
|
|
|
Issued
on exercise of warrants
|
|
|
750,000
|
|
|
$
|
35,250
|
|
|
Issued
to unrelated third party for cash
|
|
|
770,000
|
|
|
$
|
77,000
|
|
The
following table sets forth the computation of weighted-average shares
outstanding for calculating basic and diluted earnings (loss) per share
(EPS):
|
|
|
Three
Months Ended
April
30,
|
|
|
Six
Months Ended
April
30,
|
|
|
|
|
2010
|
|
|
2009
|
|
|
2010
|
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average
shares - basic
|
|
|
496,055,298
|
|
|
|
292,089,211
|
|
|
|
495,201,671
|
|
|
|
289,094,335
|
|
|
Effect
of dilutive securities
|
|
▬
|
|
|
▬
|
|
|
▬
|
|
|
▬
|
|
|
Weighted-average
shares - diluted
|
|
|
496,055,298
|
|
|
|
292,089,211
|
|
|
|
495,201,671
|
|
|
|
289,094,335
|
|
Basic
earnings per share “EPS” and diluted EPS for the three and six months ended
April 30, 2010 and 2009 have been computed by dividing the net loss available to
common stockholders for each respective period by the weighted average shares
outstanding during that period. All outstanding options, warrants and shares to
be issued upon the exercise of the outstanding options and warrants representing
41,319,745 and 45,002,245 incremental shares respectively have been excluded
from the six months ended April 30, 2010 and 2009 computation of diluted EPS as
they are antidilutive given the net losses generated.
|
13.
|
Commitments
and Contingent Liabilities
|
Lawsuits
|
a)
|
On
April 22, 2009, the Company was served with a statement of claim from a
former employee claiming compensation for wrongful dismissal and ancillary
causes of action including payment of monies in realization of his
investment in the Company, with an aggregate claim of
$514,000. The Company considers all the claims to be without
any merit, has already delivered a statement of defense and intends to
vigorously defend the action. If the matter eventually proceeds
to trial, the Company does not expect to be found liable on any ground or
for any cause of action.
|
|
b)
|
On
January 14, 2010, Flow Capital Advisors, Inc. (“Flow Capital”) filed
a lawsuit against JAG Media Holdings Inc. in the Circuit Court of the
17
th
Judicial Circuit In and For Broward County Florida (Case No.
10001713). Pursuant to this lawsuit, Flow Capital alleges that
JAG Media Holdings breached a Non-Circumvention Agreement it had entered
into with Flow Capital, dated January 1, 2004.
JAG
Media Holdings has moved to dismiss the case because Flow Capital is not
registered to transact business in the state of Florida and is therefore
barred from maintaining the suit under applicable law. The motion is
pending.
|
On
January 15, 2010 Flow Capital filed a lawsuit against CardioGenics Inc., and
another defendant in the United States District Court for the Southern District
of Florida, Fort Lauderdale Division (Case No.
10-CV-60066-Martinez-Brown)
.
This
lawsuit alleges that CardioGenics (i) breached a Finder’s Fee Agreement in
connection with the CardioGenics Acquisition; and (ii) breached a
non-circumvention agreement. Flow Capital is claiming that it is entitled to the
finder’s fee equal to eight percent (8%) of the JAG Media Holdings shares
received by CardioGenics, or the equivalent monetary value of the stock.
CardioGenics has moved to dismiss the lawsuit for lack of jurisdiction against
it in Florida, and that motion is pending.
|
14.
|
Supplemental
Disclosure of Cash Flow Information
|
|
|
|
For
the Six Months Ended
|
|
|
|
|
April
30,
|
|
|
|
|
2010
|
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
paid during the period for:
|
|
|
|
|
|
|
|
Interest
|
|
$
|
2,867
|
|
|
$
|
886
|
|
|
Income
taxes
|
|
$
|
▬
|
|
|
$
|
▬
|
|
|
|
|
|
|
|
|
|
|
|
|
15.
|
Assets
and Liabilities from Discontinued
Operations
|
On
February 10, 2010, the Company entered into an LLC Membership Interest Purchase
Agreement with Rothcove Partners LLS (“Rothcove”) pursuant to which the Company
would sell its 100% membership interest in its Pixaya LLC subsidiary to
Rothcove. In consideration for its acquisition of the Pixaya LLC
membership interest, Rothcove assumed $100,000 in accounts payable and
approximately $9,800 of bank accounts of Pixaya LLC and its subsidiary Pixaya
(UK) Limited (collectively “JAG Media”). The transaction closed on
February 11, 2010.
As a
result of the sale of JAG Media, certain reclassifications of assets,
liabilities, revenues, costs and expenses have been made to the prior period
condensed consolidated financial statements to reflect the operations of JAG
Media as discontinued operations. Specifically, we have reclassified
the results of operations of JAG Media for all periods presented to “Loss from
Discontinued Operations” within the Condensed Consolidated Statements of
Operations. In addition, the remaining liabilities of the business
divested in February 2010 have been reclassified to “Liabilities of Discontinued
Operations”. Revenues from discontinued operations were $14,852 and
$41,653 for the three and six months ended April 30, 2010 and 2009,
respectively. Loss from discontinued operations were ($37,355) for
the six months ended April 30, 2010.
At April
30, 2010, Liabilities from Discontinued Operations comprise the
following:
|
|
|
2010
|
|
2009
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
Accounts
Payable
|
$
|
▬
|
|
$
|
100,000
|
|
|
Total
Liabilities from Discontinued Operations
|
$
|
▬
|
|
$
|
100,000
|
|
In May
2009, guidance for subsequent events was issued. The guidance
established general accounting standards and disclosure for subsequent events.
The Company adopted this pronouncement during the quarter ended July 31, 2009.
Accordingly, the Company has evaluated subsequent events through the time the
condensed consolidated financial statements were issued.
Item 2. Management’s Discussion and
Analysis
Critical
Accounting Policies and Estimates
Our
discussion and analysis of our financial condition and results of operations are
based upon our condensed consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial statements filed with the
Securities and Exchange Commission. The preparation of these condensed
consolidated financial statements requires us to make estimates and judgments
that affect the reported amounts of assets, liabilities, revenues and expenses,
and related disclosure of contingent assets and liabilities. On an on-going
basis, we evaluate our estimates, including those related to accounts
receivable, equipment, stock-based compensation, income taxes and contingencies.
We base our estimates on historical experience and on various other assumptions
that are believed to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources. Actual results may
differ from these estimates under different assumptions or
conditions.
The
accounting policies and estimates used as of October 31, 2009, as outlined
in our previously filed Form 10-K, have been applied consistently for the six
months ended April 30, 2010.
Related
Party Transactions
During
the six months ended April 30, 2010, we utilized advances from a director
totaling on average approximately $128,000 bearing interest at 0% per
annum.
Off-Balance
Sheet arrangements
We are
not party to any off balance sheet arrangements.
Results
of operations
Six
months ended April 30, 2010 as compared to six months ended April 30,
2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
Six
Months
|
|
|
|
|
|
Ended
April 30,
|
|
|
|
|
|
2010
|
|
2009
|
|
$
Change
|
|
|
|
|
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
|
|
Amortization
of property and equipment
|
|
$
|
14,347
|
|
|
$
|
12,222
|
|
|
$
|
2,125
|
|
|
Amortization
of patent application costs
|
|
|
2,016
|
|
|
|
-
|
|
|
|
2,016
|
|
|
General
and administrative expenses
|
|
|
449,622
|
|
|
|
56,035
|
|
|
|
393,587
|
|
|
Research
and production, net of investment tax credits
|
|
|
312,685
|
|
|
|
71,042
|
|
|
|
241,643
|
|
|
Total
operating expenses and operating loss
|
|
|
778,670
|
|
|
|
139,299
|
|
|
|
639,371
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
expenses (income):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
expense and bank charges, net
|
|
|
521
|
|
|
|
117,258
|
|
|
|
(116,737
|
)
|
|
Loss
on foreign exchange
|
|
|
102,208
|
|
|
|
14,414
|
|
|
|
87,794
|
|
|
Gain
on sale of subsidiary
|
|
|
(90,051
|
)
|
|
|
-
|
|
|
|
(90,051
|
)
|
|
Loss
on discontinued operation
|
|
|
37,355
|
|
|
|
-
|
|
|
|
37,355
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
$
|
828,703
|
|
|
$
|
270,971
|
|
|
$
|
557,732
|
|
Revenues
During
the six months ended April 30, 2010 and 2009 we did not generate any revenues
from ongoing operations. We anticipate
generating insignificant revenues from operations in the next
two quarters.
Operating
expenses
Operating
expenses include the costs to a) develop and patent a method for controlling the
delivery of compounds to a chemical reaction; b) developing the QL Care
Analyzer, a small, automated, robust and proprietary point of care testing
device; and, c) customizing paramagnetic beads through our proprietary method
which improves their light collection. In addition, the Company is in the
process of adapting test products for the POC disposable, single-use
cartridge-format. Detailed manufacturing specifications and costing have been
created and custom manufacturers have been sourced.
General
and administrative expenses
General
and administrative expenses consist primarily of compensation to officers,
occupancy costs, professional fees, listing costs and other office expenses. The
increase in general and administrative expenses is attributable primarily to an
increase in professional and consulting fees.
Research
and production, net of investment tax credits
Research
and development expenses consist primarily of salaries and wages paid to
officers and employees engaged in those activities and supplies consumed
therefor. The increase in research and development expenses is attributable
primarily to the increase in compensation to an officer and an increase in staff
engaged in R&D (total increase $130,000) and the absence of research tax
credits in 2010 which had amounted to $111,000 in 2009.
Other
expenses (income)
Interest
expense and bank charges, net
The
decrease in interest expense of approximately $117,000 arises from the fact that
the debentures and director’s loan which existed and carried interest for the
six months ended April 30, 2009 were for the most part paid off before the
beginning of the first half of 2010.
Loss
from discontinued operations and Gain on sale of subsidiary
On
February 11, 2010 the Company sold its JAG Media division, realizing a gain of
approximately $90,000. The Company has treated the operating results of that
division in this six month period as loss from discontinued
operations.
Three
months ended April 30, 2010 as compared to three months ended April 30,
2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
Three
Months
|
|
|
|
|
|
Ended
April 30,
|
|
|
|
|
|
2010
|
|
2009
|
|
$
Change
|
|
|
|
|
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
|
|
Amortization
of property and equipment
|
|
$
|
7,256
|
|
|
$
|
6,074
|
|
|
$
|
1,182
|
|
|
Amortization
of patent application costs
|
|
|
1,020
|
|
|
|
-
|
|
|
|
1,020
|
|
|
General
and administrative expenses
|
|
|
158,168
|
|
|
|
31,492
|
|
|
|
126,676
|
|
|
Research
and production, net of investment tax credits
|
|
|
179,875
|
|
|
|
39,548
|
|
|
|
140,327
|
|
|
Total
operating expenses and operating loss
|
|
|
346,319
|
|
|
|
77,114
|
|
|
|
269,205
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
expenses (income)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
expense and bank charges, net
|
|
|
3,171
|
|
|
|
56,494
|
|
|
|
(53,323
|
)
|
|
Loss
on foreign exchange
|
|
|
83,043
|
|
|
|
14,414
|
|
|
|
68,629
|
|
|
Gain
on sale of subsidiary
|
|
|
(90,051
|
)
|
|
|
-
|
|
|
|
(90,051
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
$
|
342,482
|
|
|
$
|
148,022
|
|
|
$
|
194,460
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
During
the three months ended January 31, 2010 and 2009 we did not generate any
revenues from ongoing operations. We anticipate
generating insignificant revenues from operations in the next
two quarters.
Operating
expenses
Operating
expenses include the costs to a) develop and patent a method for controlling the
delivery of compounds to a chemical reaction; b) developing the QL Care
Analyzer, a small, automated, robust and proprietary point of care testing
device; and, c) customizing paramagnetic beads through our proprietary method
which improves their light collection. In addition, the Company is in the
process of adapting test products for the POC disposable, single-use
cartridge-format. Detailed manufacturing specifications and costing have been
created and custom manufacturers have been sourced.
General
and administrative expenses
General
and administrative expenses consist primarily of compensation to officers,
occupancy costs, professional fees, listing costs and other office expenses. The
increase in general and administrative expenses is attributable primarily to an
increase in professional and consulting fees.
Research
and production, net of investment tax credits
Research
and development expenses consist primarily of salaries and wages paid to
officers and employees engaged in those activities and supplies consumed
therefor. The increase in research and development expenses is attributable
primarily to the increase in compensation to an officer and an increase in staff
engaged in R&D (total increase $80,000) and the absence of research tax
credits in 2010 which had amounted to $60,000 in 2009.
Other
expenses (income)
Interest
expense and bank charges, net
The
decrease in interest expense of approximately $53,000 arises from the fact that
the debentures and director’s loan at which existed and carried interest for the
quarter ended April 30, 2009 were paid off before the beginning of the second
quarter of 2010.
Loss
from discontinued operations
On
February 11, 2010 the Company sold its JAG Media division, realizing a gain on
sale of approximately $90,000.
Liquidity
and Capital Resources
We have
not generated any revenues since inception and we incurred a net loss of
approximately $823,000 and a cash flow deficiency from operating activities of
approximately $1,154,000 for the six months ended April 30, 2010. We have not
yet established an ongoing source of revenues sufficient to cover our operating
costs and allow us to continue as a going concern. We have funded our
activities to date almost exclusively from debt and equity
financings. These matters raise substantial doubt about our ability
to continue as a going concern.
We will
continue to require substantial funds to continue research and development,
including preclinical studies and clinical trials of our products, and to
commence sales and marketing efforts. Our plans include financing
activities such as private placements of our common stock and issuances of
convertible debt instruments. We are also actively pursuing industry
collaboration activities including product licensing and specific project
financing.
We
believe we will be successful in obtaining the necessary financing to fund our
operations, meet revenue projections and manage costs; however, there are no
assurances that such additional funding will be achieved and that we will
succeed in our future operations.
Acquisition
On July
31, 2009, we completed a reverse acquisition of privately held CardioGenics Inc.
(“CardioGenics”), an Ontario, Canada Corporation. The acquisition was effected
pursuant to a Share Purchase Agreement dated May 22, 2009 by and among the
Company, CardioGenics Inc. and CardioGenics ExchangeCo Inc., the Company’s
wholly owned subsidiary (“ExchangeCo”). In accordance with the terms of the
Share Purchase Agreement, 99% of the holders of common shares of CardioGenics
Inc. (two (2) minority shareholders of CardioGenics holding in aggregate
173,869 common shares of CardioGenics Inc. did not participate) surrendered
their CardioGenics Common Shares to ExchangeCo. ExchangeCo caused the Company to
issue to the CardioGenics shareholders 422,183,610 shares of the Company’s
common stock, par value $0.00001 per share (the “Share Consideration”). The
CardioGenics shareholders had the option to receive their pro-rata
allocation of the Share Consideration in the form of (a) JAG Media’s common
stock (the “JAG Consideration Shares”) or (b) exchangeable shares of ExchangeCo.
Inc., which shares shall be exchangeable at any time after July 31, 2009 into a
number of shares of JAG Media’s common stock equal to such shareholders’
pro rata allocation of the Share Consideration (the “Exchangeable Shares”). The
Exchangeable Shares have the same voting rights, dividend entitlements and other
attributes as JAG Media common stock. Exchangeable Shares will automatically be
exchanged for JAG Media common stock five years from July 31, 2009, and in
certain other events. The Share Consideration provides the former CardioGenics
shareholders with direct and/or indirect ownership of approximately 85% of JAG
Media’s outstanding common stock (on a fully diluted basis) as of July 31,
2009.
On July
31, 2009, 145,528,195 common shares of JAG Media were issued to certain former
shareholders of CardioGenics and 16 Exchangeable Shares, which are exchangeable
into 276,655,415 common shares of JAG Media, were issued to former CardioGenics
shareholders who elected to take such Exchangeable Shares. JAG Media common
shares received by the CardioGenics shareholders in exchange for their
CardioGenics Common Shares are not registered for resale and, therefore, shall
remain subject to the rights and restrictions of Rule 144. All Exchangeable
Shares received by the CardioGenics shareholders in exchange for their
CardioGenics Common Shares (and any JAG Media common stock into which such
Exchangeable Shares may be exchanged) shall not be registered for resale prior
to six (6) months following July 31, 2009 and, therefore, shall remain subject
to the rights and restrictions of Rule 144 prior to any such
registration
Seasonality
We do not
believe that our business is subject to seasonal trends or inflation. On an
ongoing basis, we will attempt to minimize any effect of inflation on our
operating results by controlling operating costs and whenever possible, seeking
to insure that subscription rates reflect increases in costs due to
inflation.
Recent
Accounting Pronouncements
The FASB
had issued certain accounting pronouncements as of January 31, 2010 that will
become effective in subsequent periods; however, we do not believe that any of
those pronouncements would have significantly affected our financial accounting
measurements or disclosures had they been in effect during the three months
ended January 31, 2010 and 2009 or that they will have a significant effect at
the time they become effective.
Item 3. Quantative and
Qualitative Disclosure About Market Risk
N/A
Item 4. Controls and Procedures
(a) Evaluation of Disclosure Controls
and Procedures:
Management
is responsible for establishing and maintaining adequate internal control over
financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act) to provide reasonable assurance regarding the reliability of our
financial reporting and preparation of financial statements for external
purposes in accordance with U.S. generally accepted accounting principles. A
control system, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives. Because of the
inherent limitations in all control systems, internal controls over financial
reporting may not prevent or detect misstatements. The design and operation of a
control system must also reflect that there are resource constraints and
management is necessarily required to apply its judgment in evaluating the
cost-benefit relationship of possible controls.
Our
management assessed the effectiveness of our internal controls over financial
reporting for the quarter ended April 30, 2010 based on the criteria established
in Internal Control—Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on such assessment, our
management concluded that during the period covered by this report, our internal
controls over financial reporting were not effective. Management has identified
the following material weaknesses in our internal controls over financial
reporting:
|
|
•
|
lack
of documented policies and procedures
|
|
|
•
|
there
is no effective separation of duties, which includes monitoring controls,
between the members of management
|
|
|
•
|
lack
of resources to account for complex and unusual
transactions
|
Management
is currently evaluating what steps can be taken in order to address these
material weaknesses.
(b) Changes in Internal Control over
Financial Reporting:
During the fiscal quarter ended April
30, 2010, there were no changes in ou
r internal control over financial
reporting that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal
Proceedings
On April
22, 2009, CardioGenics was served with a statement of claim from a prior
contractor claiming compensation for wrongful dismissal and ancillary causes of
action including payment of monies in realization of his investment in
CardioGenics, with an aggregate claim of $514,000. The Company considers all the
claims to be without any merit, has already delivered a statement of defence and
intends to vigorously defend the action. If the matter eventually proceeds to
trial, the Company does not expect to be found liable on any ground or for any
cause of action. The statement of claim was filed in Ontario Superior Court of
Justice (Court File No. CN09-1728-00).
On January 14, 2010, Flow Capital filed
a lawsuit against JAG Media Holdings Inc. in the Circuit Court of the
17
th
Judicial Circuit In and For Broward
County Florida (Case No. 10001713). Pursuant to this lawsuit, Flow Capital
alleges that JAG
Media
Holdings breached a Non-Circumvention Agreement it had entered into with Flow
Capi
tal, dated January 1,
2004.
JAG Media
Holdings has moved to dismiss the case because Flow Capital is not registered to
transact business in the state of Florida, and i
s therefore barred from maintaining the
suit under applicable
law. The motion is
pending.
On January 15, 2010 Flow Capital filed a
lawsuit against CardioGenics Inc., and another defendant in the United States
District Court for the Southern District of F
lorida, Fort Lauderdale Division (Case
No. 10
-CV-60066-Martinez-Brown).
This lawsuit alleges that CardioGenics
(i) breached a Finder
’
s Fee Agreement in connection with the
CardioGenics Acquisition; and (ii) breached a non-circumvention agreement.
Flow Cap
ital is claiming
that it is entitled to the finder
’
s fee equal to eight percent (8%) of the
JAG Media Holdings shares received by CardioGenics, or the equivalent
mone
tary value of the
stock.
CardioGenics
has moved to dismiss the lawsuit for lack of jurisd
iction against it in Florida, and that
motion is pending.
Item 1A. Risk
Factors
N/A
Item 2. Unregistered Sales of Equity
Securities and Use of Proceeds
The following shares of our Common Stock
were issued to a current stockholder of the Company up
on exercise of a
warrant:
|
Date of
Exercise
|
|
Exercise
Price/Share
|
|
|
Shares
Exercised
|
|
|
Aggregate Exercise
Amount
|
|
|
February 1,
2010
|
|
$
|
0.047
|
|
|
|
750,000
|
|
|
$
|
35,250
|
|
On
February 10, 2010, a current stockholder of the Company purchased 500,000 shares
of our Common Stock for an aggregate purchase price of $50,000.
On
February 28, 2010, a current stockholder of the Company purchased 270,000
shares of our Common Stock for an aggregate purchase price of
$27,000.
All of
the securities issuances referenced above were exempt from registration under
Section 4(2) of the Securities Act of 1933, as issuances not involving a public
offering.
Item 3. Defaults
Upon Senior Securities
N/A
Item 4. (Removed and
Reserved)
Item 5. Other
Information
Item 6.
Exhibits
|
31.1
|
|
Section
302 Certification of Chief Executive Officer.
|
|
|
|
|
|
31.2
|
|
Section
302 Certification of Chief Financial Officer.
|
|
|
|
|
|
32.1
|
|
Section
906 Certification of Chief Executive Officer and Chief Financial
Officer.
|
SIGNATURES
In
accordance with the requirements of the Exchange Act, the Registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
|
|
CARDIOGENICS
HOLDINGS INC.
|
|
|
|
|
|
|
|
|
By:
|
/s/ Yahia
Gawad
|
|
|
|
|
|
|
|
|
|
Title:
Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ James
Essex
|
|
|
|
|
|
|
|
|
|
Title:
Chief Financial Officer
|
|
|
|
|
|
|
EXHIBIT INDEX
|
|
|
|
|
31.1
|
|
Section
302 Certification of Chief Executive Officer
|
|
|
|
|
|
31.2
|
|
Section
302 Certification of Chief Financial Officer
|
|
|
|
|
|
32.1
|
|
Section
906 Certification of Chief Executive Officer and Chief Financial
Officer
|
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