UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
AMENDMENT NO. 2
FORM 10 - KSB/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): March 31, 2006
ODYSSEY OIL AND GAS, INC.
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(Exact Name of Registrant as Specified in Charter)
Florida 333-106299 65-1139235
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
5005 Riverway, Suite 440
Houston, TX 77056
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Address of Principal Executive Offices
(713) 623-2219
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(Issuer's telephone number)
ADVANCED SPORTS TECHNOLOGIES, INC.
9700 Via Emilie, Boca Raton, Florida, 33428
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(Former Name or Former Address, if Changed Since Last Report)
SECURITIES REGISTERED PURSUANT TO SECTION 12 (G) OF THE ACT: NONE
Common Stock, par value $ 0.001 per share
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes |X| No |_|
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-B is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10- KSB or any amendment to
this Form 10- KSB. |_|
The Company's revenues for the year ended December 31, 2005 were $0.
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b2 of the Exchange Act). Yes |X| No |_| .
As of April 7, 2006, the aggregate market value of the voting stock
held by non-affiliates of the registrant (based on a value of $.025 per
share on March 31, 2006 was $301,188
As of April 7, 2006, there were 33,175,009 shares of the
registrant's Common Stock outstanding assuming conversion of all
CardioBioMedical Corporation common shares into registrant's common stock.
Item 1 DESCRIPTION OF BUSINESS
Overview of the Company and its Prior Strategy
AST was incorporated in the state of Florida on August 9, 2001.
The Company's initial efforts were focused on developing and
marketing premium-quality, premium-priced, branded fitness and exercise
equipment to the home fitness equipment market. Our original business plan
included marketing products directly to consumers through a variety of
direct marketing channels, including spot television commercials,
infomercials, print media, direct response mailings and the Internet.
Initial consumers targeted for the Company's efforts included health clubs
and gyms, rehabilitation clinics, hospitals, colleges and universities,
hotels and motels and the military and governmental agencies.
AST licensed the rights to a portable gym subject to patent
protection in the United States, which may be marketed under the trademark
Better Buns. It was the Company's intention for this product to be its
first direct-marketed product, although the Company was unsuccessful in
its attempts to raise funding for marketing. All patents, trademarks and
other intellectual property associated with the Better Buns product are
owned by, and the Company's license agreement was with, Exerciting LLC,
which is owned by the brothers of the Company's former President and sole
director. Prior to the Merger (as defined below and discussed herein), the
Company was searching for other products to license or acquire for
introduction. AST has not generated any revenues through the sale of the
Better Buns product or otherwise and has not engaged in any research and
development or marketing activities due to limited funds and resources.
In May 2005, the Company received notice that it was in breach of
its license agreement with Exerciting, LLC for the Better Buns product and
that the license was being terminated.
The Merger
On September 23, 2005, the Company changed focus through a merger
with CardioBioMedical Corporation. We created a wholly-owned Delaware
subsidiary for the purpose of merging with CBM, a Delaware corporation.
With the consent of shareholders holding over 95% of the shares of CBM
entitled to vote, the Sub merged with and into CBM with CBM being the
surviving corporation. CBM then became a subsidiary of the Company and the
separate existence of Sub ceased.
The consideration for the Merger consisted of 22,077,509 shares of
AST common stock, $.0001 par value, payable to the shareholders of CBM and
a warrant, exercisable beginning January 1, 2008, to purchase 6,500,000
shares of AST common stock at a purchase price of $.01 per share payable
to the sole warrant holder of CBM. At the effective time of the Merger and
without any action on the part of CBM stockholders, each one share of CBM
common stock (except for shares held in treasury and dissenting shares)
was converted into the right to receive one share of common stock of the
Company, and the CBM warrant referenced above was exchanged for an
equivalent AST warrant.
Further in connection with the Merger, the Board of Directors
accepted the resignation of Curtis Olschansky as sole director and officer
of the Company and elected James F. Mongiardo to fill the vacancy on the
Board. Mr. Mongiardo was also elected to serve as Chief Executive Officer
and President of AST.
CBM was formed in May 2003 to commercialize, in licensed
territories, devices incorporating proprietary and patented technology
relating to a new scientific technique applying bio-cybernetic principles
and frequency analysis in non-invasive medical devices. CBM currently is a
party to a non-exclusive license from a patent holder to sell a
proprietary device in designated territories and has a commitment from
such patent-holder to perform consulting services for CBM at its request.
The Medical Problem
According to the American Heart Association's latest cardiovascular
disease statistics (estimates for 2002), cardiovascular disease is the
number one killer in the United States. Cardiovascular dysfunction,
especially atherosclerosis (hardening of the arteries) and its
manifestations, debilitates nearly 13 million Americans and annually
causes approximately 900,000 deaths in the United States. The main cause
of cardiac death is acute myocardial infarction. Myocardial infarction
refers to the injury or death of heart muscle and tissue because of
interrupted blood flow to the area, typically as a result of
atherosclerosis. An acute myocardial infarction will occur in 1.2 million
people in the United States each year, 500,000 of whom will die during
this acute event. Among those who experience sudden cardiac death,
coronary artery disease ("CAD") is the main cause of death. A very
important risk factor is "silent" ischemia (or restricted blood flow),
i.e. the asymptomatic form of CAD.
In 1903, Willem Einthoven devised the string galvanometer to
indicate and graphically record changes of electric potential at various
points on the exterior surface of the human body caused by contractions of
the myocardium or heart muscle. His invention became the electrocardiogram
("ECG"). ECG devices measure the electrical impulses generated by the
myocardial cells. The standard ECG test records the positive and negative
electrical waves resulting from each heartbeat. This means that a standard
ECG study examines the electrical output in the time domain, i.e., a
one-dimensional examination. This can limit the amount of data generated
and, accordingly, the diagnostic value of the device. While the standard
ECG is not invasive, it is also of low accuracy (50-55% for CAD) and is
insensitive to ischemia according to the Yale University School of
Medicine Heart Book.
In order for a physician to get a more accurate understanding of the
coronary risk associated with a patient, more expensive, complicated and
riskier diagnostic procedures are available. If CAD can be detected at an
early stage, there exist multiple treatment regimens that may effectively
treat CAD.
The Product
As noted above, CBM has a non-exclusive license to market a
proprietary medical device designed for the non-invasive early diagnosis
of coronary artery diseases, particularly myocardial injury caused by
ischemia, in the United States, Canada and Mexico. The product, known as
the Cardio Spectrum Diagnostic System ("CSD"), has received approval under
Underwriters Laboratories, Inc.'s electrical safety standards (UL-2601),
the European Union's standard for marketing a medical device (CE) and the
Federal Communication Commission's standards for marketing a computer. In
addition, CBM received 510(k) clearance from the U.S. Food and Drug
Administration to market the CSD in the United States.
The basic concept underlying the proprietary technology incorporated
in the CSD is the recognition that time domain myocardial electrical
signals can be transformed into frequency domain and then analyzed. This
concept is easily understood through the example of sunshine. To the naked
eye, sunshine appears to be white. Scientists, however, regard sunshine
more precisely as a spectrum in which one can see that the white comprises
an infinite array of colors just like a rainbow. Similarly, the electrical
signals given by the ECG can be transformed from the time domain into the
frequency domain and then analyzed. It is our contention that this
frequency domain gives a more complete and accurate assessment of the
coronary disease status of a patient than other standard, non-invasive
coronary diagnostic procedures.
The CSD is the culmination of 20 years of research and development.
Included in its software are over 20,000 patient test results. The
procedure utilizing the device is performed non- invasively while the
patient is at rest, with the goal of eliminating the risks associated with
either exercise or the injection of dyes or a catheter. After attaching
the leads to the patient, the procedure is completed in approximately 90
seconds. Results to date have shown that the CSD is effective at
non-invasively diagnosing CAD with more than 90% sensitivity and
specificity.
A New Strategy
The new objective of the Company is to establish the CSD as the
standard of care for the detection of early-stage ischemic heart disease.
Our strategy includes first establishing the system with cardiologists and
then gaining acceptance and use by other physician specialties and
hospitals. We believe critical in U.S. hospital market acceptance will be
the cost savings of the CSD in both the early detection of disease and the
elimination of the need to perform multiple and more expensive diagnostic
procedures to determine a patient's cardiac health.
Even though the CSD may be marketed in the United States today, the
Company believes that the key to successful marketing here and elsewhere
will be insurance reimbursement. Historically, medical devices are not
accepted by the medical community or hospitals in any meaningful manner
until there is associated insurance reimbursement for use of the device.
Therefore, one of the first objectives of the Company will be to obtain a
"CPT Code" for the CSD. CPT codes describe medical or psychiatric
procedures performed by physicians and other health-care providers. The
codes were developed by HCFA (Health Care Financing Administration, a
government department that sets insurance reimbursement rates) to assist
in the assignment of reimbursement amounts to providers by Medicare
carriers. A growing number of managed care and other insurance companies,
however, base their reimbursements on the values established by HCFA.
We intend to seek a CPT code through a concentrated set of clinical
trials that will begin with physicians associated with major teaching
hospitals. The first such trial was started at Cedars Sinai Medical Center
in Los Angeles, California. While clinical data is being generated to
support a CPT code application, we further intend to conduct additional
clinical trials to "seed" the market in the United States. We also expect
that use of the CSD by cardiologists at major teaching hospitals and other
opinion leader locations will support market introduction.
We intend to sell the CSD to physicians including group practices,
hospitals and health maintenance organizations. We anticipate that
marketing will focus on its advantages, namely its sensitivity and
specificity as a non-invasive diagnostic tool to assist the physician in
determining whether a patient has CAD. We intend to use traditional
vehicles to convey this message, including medical journal advertising,
direct mail and participation in medical meetings and conferences.
We also intend to market and sell the CSD through a hybrid sales
effort. In the United States, medical devices are sold through direct
sales forces, distributors or a combination of both. Because the CSD test
results include a suggested diagnosis, we believe that the CSD may be
suitable for sale through distributors. To augment that effort and include
key account selling, e.g. hospital chains, we also anticipate hiring a
small direct sales force.
In addition to a suggested diagnosis, the CSD test results gives the
physician additional diagnostic information about the coronary health of
the patient. The power spectrum, dual lead correlation and location
results of the CSD test offer an additional potential revenue source. We
plan to offer physicians a service to analyze this additional information
to further assist the physician in treating the patient.
Manufacturing and Distribution
We currently expect that the CSD will be supplied by its inventor,
Professor Dan Qun Fang. The product consists of commercially available
hardware components and proprietary software owned by Prof. Fang and
licensed to CBM. Pursuant to the license agreement for the CSD, CBM will
have the benefit of "most favored nation" pricing, or pricing as favorable
as that received by other sales licensees/customers of the same products
on comparable terms and conditions.
Competition
The market for medical devices is highly competitive and is served
by a number of well-established companies with recognized names. In order
to effectively compete, we will be required to make substantial
investments in sales and marketing as well as research and development.
Many products are sold by companies with greater resources than the
Company and there is no assurance that we will be successful in gaining
significant market share for the CSD or other products and product
candidates or earning a return on our investment in such products and
product candidates.
Equipment used by the physician as a diagnostic aid in determining
whether a patient has coronary artery disease includes electrocardiogram
equipment, stress electrocardiogram equipment, impedance cardiography
equipment, echocardiogram equipment, stress echocardiogram equipment,
Thallium SPECT equipment, Ultra-Fast CT Scan equipment, CT angiogram
equipment, Pet Scan equipment and angiogram equipment. In addition to
competition from these devices and their respective manufacturers, the
Company believes that it will have one primary direct competitor, Premier
Heart, which markets a two lead detection system known as the 3DMPT
system, as opposed to the 12 lead detection system used by the CSD.
As noted above, we anticipate that a critical competitive factor
affecting our business is the level of insurance reimbursement and the
accuracy of the diagnostic information provided by the device. With
results showing over 90% sensitivity and specificity, we believe the CSD
approaches the sensitivity and specificity of the gold standard for
determining CAD, the angiogram. Unlike the angiogram, which is invasive
and has a low risk of morbidity, the CSD is non-invasive and does not
present a risk of morbidity.
Regardless of any perceived or actual benefits and advantages, our
technologies and products may be rendered obsolete or noncompetitive as a
result of products introduced by competitors. Most of our competitors have
substantially greater financial and technical resources, production and
marketing capabilities and related experience. The greater resources,
capabilities and experience of our competitors may enable them to develop,
manufacture and market their products more successfully and at a lower
cost. In addition, many of our competitors have significantly greater
experience in conducting preclinical testing and clinical trials of
medical devices and obtaining regulatory approvals. Accordingly, our
competitors may succeed in obtaining FDA and related approvals for
products more rapidly than we will, which may give them an advantage in
achieving market acceptance of their products.
Moreover, our technologies and products will likely be affected by
technological change in the future. Management will have to continue to
stay abreast of these changes as they affect optimal service and product
configuration, and will have to remain vigilant and nimble in order to
prevent early investments from becoming obsolete and other competitive
firms who enter later obtaining an advantage with newer technologies and
processes. There can be no assurances that we will be able to successfully
develop and market our products or respond effectively to technological
changes or new product announcements by others. Further, our success
depends on the popularity of our products and services and related
technology in the commercial arena, which we cannot guarantee. We also
cannot guarantee that our products and services will not become
unmarketable or obsolete by a competitor's more rapid introduction to the
marketplace.
Intellectual Property Matters
Where appropriate, we will seek patent, trademark and other
proprietary rights protection for the products and brands we develop or
introduce. In other cases, we will seek to license the rights to use the
patents, trademarks and other proprietary rights of others in support of
our business strategy, such as was the case with the Better Buns product
and is currently the case with the CSD system. However, there can be no
assurance that patent, trademark and other proprietary rights will be
issued for any applications we file or that we will be able to license
such products and rights on terms acceptable to the Company, or at all. To
date, neither the Company nor CBM has filed any applications or
registrations for any patent, trademark and other proprietary rights.
In the case of the CSD system, CBM's agreement with its inventor
requires CBM to pay a royalty of five percent (5%) of the sale price for
each device sold to a customer within the defined territory. The minimum
royalty, beginning in 2006, is $250,000 per year, payable in installments
every two months beginning on the last day of February 2006. No payment
was made in February or March 2006. The license may be cancelled at any
time for failure to pay. The inventor also may license the product in the
defined territory to up to two other companies with certain exceptions
that expire beginning January 1, 2008. The CSD is protected under U.S.
patents 6,148,228 and 6,638,232 and Copyright TXU 856-320. All patents,
copyrights and other intellectual property associated with this product
are owned by Professor Dan Qun Fang. However, CBM has the right to
register the CSD trademark in the event that Prof. Fang does not do so by
December 31, 2006, although Prof. Fang will retain a non-exclusive right
to its use.
Regulatory Matters
The FDA's Center for Devices and Radiological Health is responsible
for regulating firms that manufacture, re-package, re- label, and/or
import medical devices sold in the United States. The FDA classifies
medical devices into Class I, II, and III, and regulatory control
increases from Class I to Class III. The device classification regulation
is critical, as it defines the regulatory requirements for a general
device type. Most Class I devices are exempt from certain premarket
notification requirements; most Class II devices require a "Premarket
Notification" or 510(k) filing; and most Class III devices require
"Premarket Approval."
Devices like the CSD are typically classified as Class II devices
and require a premarket notification 510(k) filing. A 510(k) is a
pre-marketing submission made to FDA to demonstrate that the device to be
marketed is as safe and effective, that is, substantially equivalent, to a
legally marketed device that is not subject to premarket approval.
Applicants must compare their 510(k) device to one or more similar devices
currently on the U.S. market and make and support their substantial
equivalency claims. A legally marketed device includes those that have
been found to be substantially equivalent to such a device through the
510(k) process. The legally marketed device(s) to which equivalence is
drawn is known as the "predicate" device(s).
In order to obtain approval, applicants must submit descriptive data and,
when necessary, performance data to establish that the device is
substantially equivalent to a predicate device. Once approved, the basic
regulatory requirements that manufacturers of medical devices distributed
in the U.S. must comply with are:
* establish registration for device manufacturers (both domestic and foreign)
and importers,
* medical device listing by firms that manufacture, re-package and re-label,
develop specifications, reprocess single-use devices, remanufacture and/or
manufacture accessories and components sold directly to the end user,
* quality system regulation, including requirements related to the methods used
in and the facilities and controls used for designing, purchasing,
manufacturing, packaging, labeling, storing, installing and servicing of medical
devices,
* labeling requirements as well as descriptive and informational literature that
accompanies the device, and
* medical device reporting to report incidents in which a device may have caused
or contributed to a death or serious injury.
As noted above, the CSD system has received UL-2601, CE and FCC approval, and
CBM has received 510(k) clearance from the FDA to market the CSD in the United
States. We also intend to apply for a CPT Code for insurance reimbursement
purposes. Future products and product candidates will likely have to go through
the premarket notification or premarket approval process, and will be subject to
the applicable regulatory requirements discussed above. There can be no
assurances that approval would be granted for any future product or product
candidate, whether in the United States or elsewhere, on a timely basis or at
all. Furthermore, if approval is granted, the product or device would be subject
to continuing regulatory regulations and oversight. The approval process is
expensive and can take a long time to complete, and the cost involved in
satisfying applicable ongoing compliance requirements is high.
RESEARCH AND DEVELOPMENT
The Company did not invest in research and development for the Better Buns or
any other fitness product. Through December 31, 2005, CBM had invested $126,969
in research and development activities for the CSD system. This amount has been
borne solely by CBM, and the Company does not expect in the near term to receive
external funding for research and development activities. These expenditures
have included retaining Averion, Inc., a clinical research organization, to
assist in the development of clinical protocols, monitoring of clinical trials
and analysis of data. CBM also pays for all expenses associated with its
clinical trials, including fees charged by the Institutional Review Board and a
fee per patient enrolled.
EMPLOYEES
The Company currently employs one individual, James F. Mongiardo, its sole
director and officer.
ITEM 2. DESCIRPTION OF PROPERTY
Our principle office facility is presently located in space owned by our sole
officer. We are not presently incurring any rent expense associated with this
space.
ITEM 3. LEGAL PROCEEDINGS
We are not party to any legal proceedings as of the date of this Form 10 KSB.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II.
ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS
ISSURER PURCHASES OF EQUITY SECURITIES
Our common stock was approved for an unpriced quotation on the Over the Counter
Bulletin Board on October 19, 2004.
As of April 7, 2006, there were 170 shareholders of record of our common stock
and a total of 33,175,009 shares outstanding assuming conversion of all
CardioBioMedical Corporation common shares into registrant's common stock.
We have never paid any dividends and do not currently anticipate paying
dividends in the future. Any payment of cash dividends in the future will be
dependent upon the amount of funds legally available, our earnings, financial
condition, capital requirements and other factors that our Board of Directors
may think are relevant.
There are currently no outstanding options or warrants to purchase, or any
securities that are convertible into, our common stock other than a single
warrant to purchase 6,500,000 shares issued in connection with the Merger,
exercisable beginning January 1, 2008, to purchase 6,500,000 shares of AST
common stock at a purchase price of $.01 per share.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Certain statements contained in this discussion and analysis or incorporated
herein by reference that are not related to historical results are
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Statements that are predictive, that depend upon
or refer to future events or conditions, and/or that include words such as
"expects," "anticipates," "intends," "plans," "believes," "estimates," "hopes,"
and similar expressions constitute forward-looking statements. In addition, any
statements concerning future financial performance (including future revenues,
earnings or growth rates), business strategies or prospects, or possible future
actions by us are also forward-looking statements.
These forward-looking statements are based on beliefs of our management as well
as current expectations, projections, assumptions and information currently
available to the Company and are subject to certain risks and uncertainties that
could cause actual results to differ materially from historical results or those
anticipated or implied by such forward-looking statements. Should one or more of
those risks or uncertainties materialize or should underlying expectations,
projections and assumptions prove incorrect, actual results may vary materially
from those described. Those events and uncertainties are difficult to predict
accurately and many are beyond our control. We assume no obligation to update
these forward-looking statements to reflect events or circumstances that occur
after the date of these statements except as specifically required by law.
Accordingly, past results and trends should not be used to anticipate future
results or trends.
OVERVIEW
AST was formed in Florida in August 2001 with the plan of becoming a direct
marketing company that developed and marketed premium-quality, premium-priced,
branded fitness and exercise equipment to the home fitness equipment market. Our
original business plan included marketing products directly to consumers through
a variety of direct marketing channels.
As an initial step, the Company licensed the rights to a portable gym subject to
patent protection in the United States, which may be marketed under the
trademark Better Buns. It was the Company's intention for this product to be its
first direct-marketed product. The Company was unsuccessful in its attempts to
raise funding to pursue this goal and, in May 2005, received notice that it was
in breach of its license agreement for the Better Buns product and that the
license was being terminated. Since inception to date, the Company had not
generated any revenues through the sale of the Better Buns product or otherwise,
and had not engaged in any research and development or marketing activities due
to limited funds and resources.
In September 2005, the Company changed focus in connection with the Merger of a
wholly-owned subsidiary of the Company and CardioBioMedical Corporation, a
Delaware corporation. The subsidiary merged with and into CBM, with CBM as the
surviving corporation and becoming a subsidiary of AST. The consideration for
the merger consisted of 22,077,509 shares of AST common stock, $.0001 par value,
payable on a one-for-one basis to the consenting shareholders of CBM and a
warrant, exercisable beginning January 1, 2008, to purchase 6,500,000 shares of
AST common stock at a purchase price of $.01 per share payable to the sole
warrant holder of CBM in exchange for an equivalent CBM warrant. Further, the
Board of Directors accepted the resignation of Curtis Olschansky as sole
director and officer of the Company and elected James F. Mongiardo to fill the
vacancy on the Board. Mr. Mongiardo was also elected to serve as Chief Executive
Officer and President of AST.
CBM was formed in May 2003 to commercialize devices incorporating proprietary
and patented technology relating to a new scientific technique applying
bio-cybernetic principles and frequency analysis in non-invasive medical
devices. CBM currently is a party to a non- exclusive license to market in the
United States, Canada and Mexico the Cardio Spectrum Diagnostic System or "CSD",
a proprietary medical device designed for the non-invasive early diagnosis of
coronary artery diseases, particularly myocardial injury caused by ischemia. The
CSD system has received 510(k) clearance to be marketed in the United States.
The new objective of the Company is to establish the CSD as the standard of care
for the detection of early-stage ischemic heart disease. Our strategy includes
first establishing the device with cardiologists and then gaining acceptance and
use by other physician specialties and hospitals. We believe critical in U.S.
hospital market acceptance will be the cost savings of the CSD in both the early
detection of disease and the elimination of the need to perform multiple and
more expensive diagnostic procedures to determine a patient's cardiac health.
Results have shown that the CSD is effective at non-invasively diagnosing CAD
with more than 90% sensitivity and specificity.
EXPENSES AND RESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2005
Statements of Operations Information
Year ended Year Ended For the Period
Dec. 31, 2005 Dec. 31, 2004 May 28, 2003
(Inception) to
Dec. 31, 2003
Net Sales $ 0 $ 0 $ 0
Net loss from continuing
operations (1,678,240) (553,235) (1,737,539)
Loss from operations before
income taxes (1,696,524) (550,747) (1,737,349)
Net Loss (1,696,989) (551,203) (1,737,805)
Net loss per share
basic and diluted $ (.05) $ (.02) $ (.30)
Weighted average
number of shares
outstanding during
the period-basic
and diluted 33,192,995 33,398,662 5,845,637
Balance Sheet Information
Dec. 31, 2005 Dec. 31, 2004 Dec. 31, 2003
Cash $ 1,698 $ 48,102 $ 45,606
Total Assets 3,421 1,637,173 1,765,896
Current Liabilities 278,927 235,928 115,951
Total Liabilities 488,927 235,928 115,951
Stockholders Equity
(Deficiency) (485,506) 1,401,245 1,649,945
The Total operating expenses were $1,678,240 for the year ended December 31,
2005 compared to $553,235 for the year ended December 31, 2004. Net loss from
operations increased for the year ended December 31, 2005 to $1,696,989 compared
to $551,203 for the year ended December 31, 2004. This 208% increase was the
result of a loss from the termination of the CSD license from exclusive to non
exclusive and subsequent impairment which totaled $1,065,729.
The Total operating expenses were $553,235 for the year ended December 31, 2004
compared to $1,737,539 for the period from May 28, 2003 (Inception) to December
31, 2003. Net loss from operations decreased for the year ended December 31,
2004 to $550,747 compared to $1,737,349 for the period from May 28, 2003
(Inception) to December 31, 2003. This 68% decrease was the result of not having
to recognize any operating expense for stock issued for services for the year
ended December 31, 2004 compared to $1,532.500 for the period from May 28, 2003
(Inception) to December 31, 2003.
With respect to the Balance Sheet, Total Assets as of December 31, 2005 were $
3,421 compared to $ 1,637,173 for the year ended December 31, 2004. This
decrease of 99.8% was the result of a loss from the termination of the CSD
license from exclusive to non-exclusive and subsequent impairment which
eliminated net rights to technology of $ 1,559,092. For the year ended December
31, 2005, there was stockholders deficiency of $ 485,506 compared to
stockholders equity of $ 1,401,245 on December 31, 2004. This change in
stockholders equity/deficiency was the result of a loss from the termination of
the CSD license from exclusive to non-exclusive and subsequent impairment, which
totaled $ 1,065,729. With respect to the Balance Sheet, Total Assets as of
December 31, 2004 were $ 1,637,173 compared to $ 1,765,896 as of December 31,
2003. This decrease of 7% was the result of amortization of the rights to
technology. For the year ended December 31, 2004, there was stockholders equity
of $ 1,401,245 compared to stockholders equity of $ 1,649,945 on December 31,
2003.
CRITICAL ACCOUNTING POLICIES AND CHANGES TO ACCOUNTING POLICIES
AST historically has utilized the following critical accounting policies in
making its more significant judgments and estimates used in the preparation of
its financial statements:
Use of Estimates. In preparing financial statements in conformity with
accounting principles generally accepted in the United States, management is
required to make estimates and assumptions that affect the reported amounts of
assets and liabilities and the disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues and
expenses during the reported period. Actual results could differ from those
estimates.
Income Taxes. The Company accounts for income taxes under Statement of Financial
Accounting Standards No. 109, Accounting for Income Taxes ("Statement 109").
Under Statement 109, deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered or settled. Under
Statement 109, the effect on deferred tax assets and liabilities of a change in
tax rates is recognized in income in the period that includes the enactment
date.
PLAN OF OPERATIONS
Neither AST nor CBM has generated any revenues from operations or otherwise
since their inception. AST intended to generate revenue through the sale of a
licensed product, Better Buns(R) - a portable patented gym product, but the
license to such product was terminated due to AST 's failure to make minimum
royalty payments. Through April 7, 2006, the Company had not been successful in
raising capital for the development, marketing or sale of any other products.
The Company then adopted a new strategy through the merger with CBM.
In order to implement the new strategy of the Company, AST will need to raise
capital during the next 12 months: cash on hand was $1,698 as of December 31,
2005 which amounts are inadequate to fund the company's current projected
capital requirements. Total operating expenses for AST from inception to April
30, 2005 were $473,242, which equaled the Company's losses for that period. From
inception to December 31, 2005, CBM's loss from operations equaled $3,984,620.
Both entities have funded operations to date in part through the sale of equity
securities and loans, although such efforts have been insufficient to
effectively pursue their business strategies. Our capital requirements will
depend on numerous factors, including but not limited to the commitments and
progress of our research and development efforts, the progress of clinical
trials, the cost of sales and marketing for the CSD and other products, medical
and business consultants and advisors, the time and cost involved in maintaining
regulatory compliance, and competing technological and market developments.
Future activities, including the establishment of the CSD in the medical
marketplace, will be subject to our ability to raise funds. We are seeking to
raise a minimum of $ 1 million during the next 12 months.
We intend to raise capital primarily through the public or private sale of
securities (equity and/or debt), although there can be no assurance that we will
be able to obtain capital or, if such capital is available, that the terms of
any financing will be acceptable. If the Company succeeds in raising capital,
such funds will be used to implement the new strategy of developing clinical
trial data to support the market introduction of the Cardio Spectrum Diagnostic
System in the United States, Canada and Mexico. Payment for clinical trials
includes retaining the services of a clinical research organization, payment to
the clinical research site(s) for patients enrolled in the clinical trials,
payment for the CSD unit(s) used in these clinical trials, payment for costs
associated with Institution Review Board Approval, and preparation of marketing
materials to support commercial introduction of the CSD. We intend to conduct a
concentrated set of clinical trials that will begin with physicians associated
with major teaching hospitals as part of our strategy of obtaining a CPT Code
for the CSD to facilitate insurance reimbursement. The first such trial was
started at Cedars Sinai Medical Center in Los Angeles, California. While
clinical data is being generated to support a CPT Code application, we further
intend to conduct additional clinical trials to "seed" the market in the United
States. We also expect that use of the CSD by cardiologists at major teaching
hospitals and other opinion leaders locations will support the market
introduction.
Pursuant to its new strategy, the Company intends to continue to operate as a
virtual Company as it attempts to raise capital over the next 12 months. The
Company believes such an approach will help leverage results through better
allocation of its capital by retaining as needed the diverse expertise required
to conduct clinical trials and to prepare for market introduction. The Company
does not expect to significantly increase the number of employees over the next
12 months. The Company also does not expect to purchase any plant or significant
equipment over the next 12 months given its focus on developing clinical data
and preparing for the market introduction of the CSD. The Company is in the
development stage with a working capital deficiency of $ 277,229, a
stockholders' deficiency of $ 485,506 and a negative cash flow from operations
of $ 436,313 from inception. These factors raise substantial doubt about its
ability to continue as a going concern. There is insufficient capital for
operations for the next twelve months. If we are unsuccessful at raising
sufficient capital to fund our operations, for whatever reason, we may be forced
to seek opportunities outside of our new corporate focus or to seek a buyer for
our business or another entity with which we could partner. Ultimately, if all
of these alternatives fail, we may be required to cease operations and seek
protection from creditors under applicable bankruptcy laws.
OFF-BALANCE SHEET ARRANGEMENTS
Neither the Company nor its subsidiary is a party to any off- balance sheet
arrangements.
DESCRIPTION OF PROPERTY
Neither the Company nor CBM owns any real property or any interest in real
property and does not invest in real property or have any policies with respect
thereto as a part of their operations or otherwise.
The principal business address of the Company was 9700 Via Emilie in Boca Raton,
Florida 33428, which was space owned by the former sole director and officer of
the Company. At the time of the Merger, the Company moved its principal place of
business to that of CBM, located at 2 Briar Lane, Natick, Massachusetts 01760,
which is space owned by the new sole director and officer of the Company. In
both cases rent has not been charged for the office space, and it is not
expected that rent will be charged in the near-term.ITEM 7. FINANCIAL
STATEMENTS.
The company's financial statements are attached hereto and incorporated herein
by reference.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
Salberg & Company, PA ("Salberg") was dismissed as the independent auditor for
the Company on March 4, 2004. Salberg's reports on the financial statements of
the Company for the fiscal years ended July 31, 2003 and 2002, and for the
period from August 9, 2001 (inception) through July 31, 2003, contained no
adverse opinion or disclaimer of opinion and were not qualified or modified as
to uncertainty, audit scope or accounting principles, except that there was an
explanatory paragraph relating to AST's ability to continue as a going concern.
The Company's Board of Directors approved the change in accountants.
For the fiscal years ended July 31, 2003 and 2002, for the period from August 9,
2001 (inception) through July 31, 2003, and for the interim period from August
1, 2003 to March 4, 2004 (the date the relationship ended with Salberg), there
were no disagreements between the Company and Salberg (whether or not resolved)
on any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure, which disagreement, if not resolved
to the satisfaction of Salberg, would have caused it to make a reference to the
subject matter of the disagreement in connection with its reports.
During the fiscal years ended July 31, 2003 and 2002, and for the period from
August 9, 2001 (inception) through July 31, 2003 and for the interim period from
August 1, 2003 through March 4, 2004 (the date the relationship ended with
Salberg), the Company had not been advised of any matters described in
Regulation S-B, Item 304(a)(1)(B).
The Company engaged Webb & Company P.A., 1501 Corporate Drive, Suite 290,
Boynton Beach, Florida, 33426 ("Webb"), as its new independent accountants as of
March 4, 2004. Prior to such date the Company did not consult with Webb
regarding (i) the application of accounting principles to a specified completed
or contemplated transaction, (ii) the type of audit opinion that might be
rendered on the Company's financial statements, or (iii) any other matter that
may have been subject of a disagreement between the Company and its former
auditor as described in Item 304(a)(1)(iv) of Regulation S-B.
ITEM 8A. CONTROLS AND PROCEDURES
The company maintains disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) promulgated under the Exchange Act) that are designed to
ensure that information required to be disclosed in the company's Exchange Act
reports is recorded, processed, summarized and reported within the time periods
specified in the SEC's rules and forms, and that such information is accumulated
and communicated to the company's management, including its Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure.
Our Chief Executive Officer and Chief Financial Officer performed an evaluation
of the effectiveness of the design and operation of the company's disclosure
controls and procedures as of the end of the period covered by this quarterly
report. Based upon that evaluation, the Chief Executive Officer and the Chief
Financial Officer concluded that the company's disclosure controls and
procedures were effective.
Such evaluation did not identify any change in the company's internal control
over financial reporting during the year ended December 31, 2005 that has
materially affected, or is reasonably likely to materially affect, the company's
internal control over financial reporting.
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
From September 30, 2002 through September 23, 2005, Curtis Olschansky, 42, was
the sole officer and director of the Company. Mr. Olschansky served as AST's
President, principal executive officerand interim principal financial officer.
Beginning September 23, 2005, James F. Mongiardo, 60, replaced Mr. Olschansky as
sole director and was elected Chief Executive Officer and President of the
Company. Mr. Mongiardo will serve as a director of the Company until the next
annual meeting of stockholders and until his successor is elected and qualified
or until his earlier resignation or removal.
Mr. Mongiardo has served as sole director and President, Chief Executive
Officer, Treasurer and Secretary of CBM since its inception in May 2003. In
2000, Mr. Mongiardo formed Homewood Capital Group, LLC, an investment advisory
firm specializing in institutional private placements for emerging companies, at
which he currently serves as Managing Director. From 1995 to 2000, Mr. Mongiardo
served as Managing Director of LBC Capital, LLC, an investment banking firm. Mr.
Mongiardo was Chief Executive Officer of Epigen, Inc., which subsequently
changed its name to Egenix, Inc, from 1991 to 1993, and President in 1994.
During 1989 and 1990, he served as Vice President of Corporate Development for
Organogenesis, Inc. He served as Chief Executive Officer of Medivix, Inc., a
public health care services company that provided mail order prescription
services for employers and unions, from 1986 to 1988. From 1984 to 1986, Mr.
Mongiardo served as President and Chief Operating Officer of Photec Diagnostics,
a venture-capital financed diagnostic company that subsequently changed its name
to Photest Diagnostics Inc. He served in various capacities from 1973 to 1984 at
Schering-Plough Corporation. While head of U.S. marketing for the pharmaceutical
division of Schering-Plough from 1980 to 1983, he introduced 12 new
over-the-counter and prescription products. Mr. Mongiardo is a graduate of Johns
Hopkins University (B.A.) and Harvard Law School (J.D.).
Neither Mr. Olschansky nor Mr. Mongiardo serves as a director of any other
reporting company, and there are no family relationships among the directors or
executive officers (or any nominees therefore) of the Company or its subsidiary
or any legal proceedings involving such individuals.
ITEM 9A. CODE OF ETHICS
The Company has adopted a Code of Ethics that applies to employees, officers and
directors. The Code of Ethics was filed as Exhibit 14.1 to the Company's Form
10-KSB filed for the year ended December 31, 2004.
AUDIT COMMITTEE
The Company currently does not have an audit committee; the sole director has
acted and will continue to act as the audit committee of the Board of Directors.
NOMINATIONS
The Board of Directors nominates candidates to stand for election as directors;
other candidates also may be nominated by any stockholder, provided that such
other nomination(s) are submitted in writing to the Secretary of the Company no
later than 90 days prior to the meeting of stockholders at which such directors
are to be elected, together with the identity of the nominator and the number of
shares of the Company's stock owned, directly or indirectly, by the nominator.
Directors are elected at the annual meeting of the stockholders, except for
vacancies and newly created directorships resulting from any increase in the
authorized number of directors elected by all of the stockholders having the
right to vote as a single class (which positions may be filled by the
affirmative vote of a majority of the directors then in office, although fewer
than a quorum, or by a sole remaining director), and each director elected shall
hold office until such director's successor is elected and qualified or until
the director's earlier death, resignation or removal. These procedures have not
changed since adopted by the Company.
ITEM 10. EXECUTIVE COMPENSATION
Mr. Olschansky received a salary of $24,000 for 2004 and did not receive any
compensation (whether in cash, equity or other form) from the Company for his
services as sole director and officer for 2005. Similarly, from inception of CBM
through September 23, 2005, Mr. Mongiardo did not receive any cash compensation
from CBM for his services as sole director and officer, but did receive
5,000,000 shares of CBM common stock that were awarded in September 2005 as a
stock bonus in recognition and consideration of Mr. Mongiardo's services for and
on behalf of CBM which has been valued at $ 150,000. See "Certain Relationships
and Related Transactions" below for a description of the transactions during the
last two years between the Company and its subsidiary and their respective
officers, directors and significant stockholders. The Company recognized as in
kind contribution of services by Mr. Mongiardo in the amount of $12,000 for
2005.
The table below sets forth the total compensation accrued by the Company for the
fiscal years ended December 31, 2005, 2004 and 2003 for the Company's former
President, who was the sole executive and financial officer of the Company. Such
amounts were forgiven in full in connection with the Merger.
SUMMARY COMPENSATION TABLE
Securities All
Name and Underlying Other
Principal Position Year Salary Bonus Options Granted Compensation
------------------ ---- ------ ----- --------------- ------------
James F. Mongiardo 2005 $12,000 0 0 150,000
President, Principal 2004 $ 0 0 0 0
Executive Officer,
Principal Financial
Officer
Curtis Olschansky, 2005 $ 0 0 0 0
Former President, 2004 $24,000 0 0 0
principal executive
officer, interim
principal financial
officer
OPTION AND LONG-TERM INCENTIVE PLANS
Neither the Company nor CBM has maintained or currently maintains any option or
similar equity compensation plans or programs, or any long-term incentive
programs or plans, and no current or former officer has ever been granted any
stock options or stock appreciation or similar rights.
DIRECTOR COMPENSATION
The Company does not have arrangements, standard or otherwise, pursuant to which
directors are compensated for services provided as directors (including as
members of committees of the Board of Directors). Directors of the Company and
its subsidiary have not been and currently are not compensated for their
services as directors except as set forth herein.
EMPLOYMENT AND RELATED AGREEMENTS
Mr. Olschansky was not a party to any employment agreement with the Company.
In 2003, CBM entered into an employment agreement with Mr. Mongiardo, as Chief
Executive Officer and President, for a term of five years at an annual salary of
$250,000, payable upon CBM raising $500,000 in equity financing, with additional
annual increases of 10% every July 1 over the life of the agreement. The
agreement also calls for the officer to receive fringe benefits and participate
in all CBM employment benefits as approved by the Board of Directors. As of this
date, CBM has not raised the minimum equity capital and no salary has been
accrued or paid to Mr. Mongiardo.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table shows, as of March 31, 2006, the beneficial ownership of
Common Stock of the Company by (i) any person or group who is known to the
Company to be the beneficial owner of more than 5% of the Company's Common
Stock, (ii) the sole current director of the Company, (iii) the sole named
executive officer of the Company, and (iv) all current directors and executive
officers as a group.
Name and Address of Amount and Nature of
Beneficial Owner Beneficial Ownership(1) Percent of class
James F. Mongiardo
2 Briar Lane
Natick, MA 01760 12,127,500 36.6%
Charles Minutolo
2320 N.E. 48th Street
Lighthouse Point, FL
33064 9,000,000 27.1%
Curtis Olschansky
9700 Via Emilie
Boca Raton, FL 33428 7,000,000 21.1%
Meredith Dodrill
5800 Hamilton Way
Boca Raton, FL 33496 3,000,000 9.0%
All current
directors and
executive officers
as a group (1 person) 12,127,500 36.6%
(1) Unless otherwise indicated, each of the persons named in the table above has
sole voting and investment power with respect to the shares set forth opposite
such person's name. With respect to each person or group, percentages are
calculated based on the number of shares beneficially owned, including shares
that may be acquired by such person or group within 60 days of March 31, 2006
upon the exercise of stock options, warrants or other purchase rights, but not
the exercise of options, warrants or other rights held by any other person.
The Company knows of no arrangement that may result in a change of control of
AST.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In January 2003, the Company entered into a licensing agreement with Exerciting,
LLC to acquire the exclusive rights associated with a product known as Better
Buns. The terms of the licensing agreement provided that the Company would pay
Exerciting a royalty of eight percent (8%) of gross revenues derived from the
Company's sales of the product and that the Company must achieve certain minimum
sales figures on an annual basis or pay minimum royalty payments of fifty
thousand dollars ($50,000) per quarter regardless of sales achieved, and issue
100,000 shares of its common stock to the members of the licensor. Curtis
Olschansky, the Company's former principal executive officer and director, is
the brother of Brad Olschansky and Scott Olschansky, who are the owners and
members of Exerciting, LLC. The Company issued 200,000 shares (after giving
effect to the stock split discussed below) to these individuals in January 2003.
This agreement was terminated during May 2005.
During October 2003, the Company received non-interest bearing, unsecured,
demand working capital loans in the amount of $5,000 from Mr. Olschansky, its
former principal executive officer and director, and $5,000 from Meredith
Dodrill, a significant stockholder. These loans were forgiven in full in
connection with the Merger. During May 2005, the Company received a non-interest
bearing, unsecured, demand working capital loan of $5,750 from Mr. Olschansky,
its former principal executive officer and director. This loan was forgiven in
full in connection with the Merger Meredith Dodrill, a significant stockholder
of the Company, is married to James Dodrill, who served as corporate legal
counsel for the Company. Mr. Dodrill also acted as interim President of the
Company upon its inception. As of July 31, 2004, Mr. Dodrill was owed $50,000
for legal services provided to the Company, which amount was forgiven in full in
connection with the Merger.
Because of their initiatives in founding and organizing the Company, Mr. and
Mrs. Dodrill may both be considered promoters of the Company. Mrs. Dodrill is
presently the holder of 3,000,000 shares of our common stock, which were issued
in exchange for the forgiveness of expenses payable to Ms. Dodrill totaling
$10,000.
During 2003, Mr. Mongiardo advanced $15,413 to CBM for start-up and operating
expenses. The advance is non-interest bearing, unsecured and due on demand.
ITEM 13. EXHIBITS
EXHIBIT 31.1 CEO AND CFO CERTIFICATION
EXHIBIT 31.1 CEO AND CFO CERTIFICATION
ITEM 14. AUDIT FEES
During 2005 the Company paid Webb & Co Audit Fees in the amount of $20,503. No
other fees or amounts were paid to Webb & Co.
DESCRIPTION OF SECURITIES
The only securities of the Company currently outstanding are shares of its
common stock, $.0001 par value. The Company is authorized to issue 100,000,000
shares of its common stock and 20,000,000 million shares of preferred stock,
$.0001 par value, although no classes or series of preferred stock have been
designated. The Board of Directors of the Company is authorized by the Company's
Amended and Restated Articles of Incorporation to fix the number and
designations, powers, preferences, rights and restrictions of any such class or
series of preferred stock.
Holders of the Company's common stock are entitled to one vote per share on each
matter submitted to a vote at a meeting of shareholders. Except as otherwise
expressly provided by the law of the State of Florida or the Company's Amended
and Restated Articles of Incorporation or the resolution of the Board providing
for the issue of a series of preferred stock, the holders of the common stock
shall possess exclusive voting power for the election of directors and for all
other purposes.
Subject to any prior rights to receive dividends to which the holders of shares
of any series of preferred stock may be entitled, the holders of shares of
common stock shall be entitled to receive dividends if and when declared payable
from time to time by the Board of Directors from funds legally available for
payment of dividends.
In the event of any dissolution, liquidation or winding up of the Company,
whether voluntary or involuntary, after there shall have been paid to the
holders of shares of preferred stock the full amounts to which they may be
entitled, the holders of the then-outstanding shares of common stock shall be
entitled to receive, pro rata, any remaining assets of the Company available for
distribution to shareholders. The Board of Directors may distribute in kind to
the holders of common stock such remaining assets of the Company or may sell,
transfer or otherwise dispose of all or any part of such remaining assets to any
other corporation, trust or entity and receive payment in cash, stock or
obligations of such other corporation, trust or entity or any combination
thereof, and may sell all or any part of the consideration so received, and may
distribute the consideration so received or any balance or proceeds of it to
holders of common stock. The voluntary sale, conveyance, lease, exchange or
transfer of all or substantially all the property or assets of the Company
(unless in connection with that event the dissolution, liquidation or winding up
of the Company is specifically approved), or the merger or consolidation of the
Company into or with any other corporation, or the merger of any other
corporation into it, or any purchase or redemption of shares of stock of the
Company of any class, is not deemed to be a dissolution, liquidation or winding
up of this Corporation for the purposes of the foregoing.
Pursuant to the Company's Amended and Restated Articles of Incorporation, no
holder of any shares of the Company of any class now or in the future authorized
has any preemptive right (other than such right, if any, as the Board of
Directors in its discretion may determine) to purchase or subscribe for any
additional issues of shares of the Company of any class now or in the future
authorized, any shares of the Company purchased and held as treasury shares, any
part paid receipts or allotment certificates in respect of any such shares, any
securities convertible into or exchangeable for any such shares, or any warrants
or other instruments evidencing rights or options to subscribe for, purchase or
otherwise acquire any such shares, whether such shares, receipts, certificates,
securities, warrants or other instruments be unissued, or issued and
subsequently acquired by the Company. Any such shares, receipts, certificates,
securities, warrants or other instruments, in the discretion of the Board, may
be offered from time to time to any holder or holders of shares of any class or
classes to the exclusion of all other holders of shares of the same or any other
class at the time outstanding.
Market Price of and Dividends on the Registrant's Common Equity and Other
Shareholder Matters
The Company's common stock was approved for unpriced quotation on the
Over-the-Counter Bulletin Board on October 19, 2004. It trades under the symbol
ASST.OB. High and low bid information for the Company's common stock is not
currently available.
As of April 7, 2006, there were 170 shareholders of record of our common stock
and a total of 33,175,009 shares outstanding.
We have never paid any dividends and do not currently anticipate paying
dividends in the future. Any payment of cash dividends in the future will be
dependent upon the amount of funds legally available, our earnings, financial
condition, capital requirements and other factors that our Board of Directors
deems relevant.
There are currently no outstanding options to purchase, or any securities that
are convertible into, our common stock other than a single warrant to purchase
6,500,000 shares issued in connection with the Merger.
The Company does not maintain any option or similar equity compensation plans or
programs.
LEGAL PROCEEDINGS
Neither the Company nor its subsidiary is a party to any pending legal
proceeding.
RECENT SALES OF UNREGISTERED SECURITIES
At inception, the Company issued 10,000,000 shares (after giving effect to the
two for one stock split noted below) of its common stock to its founder,
Meredith Dodrill in exchange for forgiveness of expenses payable to Ms. Dodrill
totaling $10,000. In 2002, the Company issued an aggregate 687,500 shares (post-
split) of its common stock at $.01 per share in a Rule 504 offering in reliance
on Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act")
and Regulation D of the Securities Act. During December 2002, the Company
completed the sale of 210,000 shares (post-split) of its common stock at $.025
per share to twenty individuals in an offering that was conducted in reliance on
Section 4(2) and Regulation D of the Securities Act. Each of the investors had
access to business and financial information concerning the Company, and
represented that they were acquiring the securities for investment purposes only
and not with a view towards distribution or resale except in compliance with
applicable securities laws. No general solicitation or advertising was used in
connection with this offering and the certificates evidencing the shares that
were issued contained a legend restricting their transferability absent
registration under the Securities Act or the availability of an applicable
exemption therefrom.
During January 2003, the Company issued a total of 200,000 shares (post-split)
of its restricted common stock to two individuals in connection with the
execution of its license agreement with Exerciting, LLC in a private transaction
exempt from registration under the Securities Act in reliance on Section 4(2) of
said act. The shares issued contained a legend restricting their transferability
absent registration under the Securities Act or the availability of an
applicable exemption therefrom.
In January 2003, in reliance on APB No. 25, Accounting for Stock Issued to
Employees, Meredith Dodrill, in what was deemed to be an effective capital
contribution to the Company, transferred 7,000,000 shares of common stock to the
Company. Simultaneously, the Company effectively issued 7,000,000 shares of
common stock to its then- President Curtis Olschansky in exchange for future
services. The shares issued had a fair value based on a then-recent cash
offering price of $.025 per share for an aggregate $175,000. These shares owned
by the President were not transferable and bore a substantial risk of forfeiture
if services were not performed for the Company within two years from when the
Company had issued the shares. As a result, the Company recorded deferred
compensation with a corresponding credit to additional paid-in capital for
$175,000. All such shares are now deemed earned.
In March 2005, the Company declared a two for one common stock split for
stockholders of record as of March 9, 2005. In September 2005, in connection
with the acquisition via merger of CBM, the Company was obligated to issue up to
22,077,509 shares of its common stock, $.0001 par value, and a warrant
exercisable beginning January 1, 2008 for 6,500,000 common shares at a purchase
price of $.01 per share. The merger consideration payable to U.S. stockholders
was issued in reliance on an exemption from the registration requirements of the
Securities Act pursuant to Section 4(2) thereof, and for foreign stockholders
pursuant to Regulation S promulgated thereunder.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 11.3 of the Company's Amended and Restated Articles of Incorporation
provides that the Company must indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Company), by reason of the fact
that he/she is or was a director, officer, employee or agent of the Company, or
is or was serving at the request of the Company as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him/her in
connection with such action, suit or proceeding. Such indemnification is
predicated on the individual having acted in good faith and in a manner he/she
reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his/her conduct was unlawful.
In addition, the Amended and Restated Articles of Incorporation provide that the
Company shall indemnify any person who was or is a party or is threatened to be
made a party to any threatened pending or completed action or suit by or in the
right of the Company to procure a judgment in its favor by reason of the fact
that he/she is or was a director, officer, employee or agent of the Company, or
is or was serving at the request of the Company as a director, officer,
employee, or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees) actually and
reasonably incurred by him/her in connection with the defense or settlement of
such action or suit. Such indemnification is predicated on the individual having
acted in good faith and in a manner he/she reasonably believed to be in or not
opposed to the best interests of the Company and except that no indemnification
shall be made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable for negligence or misconduct in the
performance of his/her duty to the Company unless and only to the extent that
the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which such court shall deem proper.
To the extent that a person has been successful on the merits or otherwise in
defense of any action, suit or proceeding or in defense of any claim, issue or
matter therein, he/she shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him/her in connection
therewith.
FINANCIAL STATEMENTS AND INFORMATION
The financial statements and related information for AST required by this item
are hereby incorporated by reference to the Company's Annual Reports on Form
10-KSB for the fiscal years ended July 31, 2004 and 2003 and the Company's
Quarterly Reports on Form 10-QSB for the fiscal quarters ended October 31, 2004,
January 31, 2005, April 30, 2005 and September 30, 2005. See also Item 7 of this
Form 10-KSB for december 31, 2005.
EXHIBITS
See Item 7 herein.
UNREGISTERED SALES OF EQUITY SECURITIES
In connection with the Merger discussed above, the Board of Directors of the
Company authorized the issuance of up to 22,077,509 shares of its common stock,
$0.0001 par value (representing 66.5% of the Company's issued and outstanding
shares following the Merger), to the stockholders of CBM. Such shares will be
exchanged, on a one-for- one basis, for up to 22,077,509 issued and outstanding
shares of common stock, $.01 par value, held by CBM's consenting shareholders.
The issuance of stock to U.S. stockholders was made in reliance on the exemption
from the registration requirements of the Securities Act of 1933, as amended,
pursuant to Section 4(2) thereof and to foreign stockholders pursuant to
Regulation S promulgated thereunder. Immediately after the closing of the
Merger, the Company had 33,175,009 shares of its common stock outstanding
assuming conversion of all CardioBioMedical Corporation common shares into
registrant's common stock. Pursuant to the terms of the Agreement, the Company
also issued a warrant to purchase 6,500,000 shares of its common stock to a
warrant holder of CBM in exchange for a CBM warrant representing such holder's
right to purchase 6,500,000 shares of CBM common stock. The warrant is not
exercisable until January 1, 2008 and will expire on December 31, 2014. The
exercise price is $.01 per share and the warrant is not assignable or
transferable by the holder.
CHANGES IN CONTROL OF REGISTRANT
Upon the closing of the Merger described above on September 23, 2005, two former
stockholders of CBM, James F. Mongiardo and Charles Minutolo, who together owned
95.7% of the issued and outstanding shares of common stock of CBM, became the
controlling stockholders of the Company as a result of their ownership of
approximately 63.7% of the outstanding shares of common stock the Company
following the Merger. The previous controlling stockholders of the Company were
Curtis Olschansky (7,000,000 shares or approximately 63%) and Meredith Dodrill
(3,000,000 shares or approximately 27%). Messrs. Mongiardo and Minutolo obtained
such control through the exchange by them of an aggregate 21,127,500 shares of
CBM common stock for an equal number of shares of common stock of AST issued in
connection with the Merger. Following the Merger, there are no arrangements
known to the Company, the operation of which may at a subsequent date result in
a change of control of the Company or which relate to the election of directors
or other matters.
As described in Item 5.02 below, upon the closing of the Acquisition, the Board
of Directors of the Company consisted of one member, James F. Mongiardo.
For the other information required by this Item 5.01, see Item 2.01 above.
Departure of Directors or Principal Officers; Election of Directors; Appointment
of Principal Officers
On September 23, 2005 in connection with the Merger described above, the AST
Board of Directors accepted the resignation of Curtis Olschansky as President,
principal executive officer, principal financial officer and director of the
Company and elected James F. Mongiardo to fill the vacancy on the Board. Mr.
Mongiardo was also elected to serve as Chief Executive Officer and President of
the Company. The size of the AST Board was fixed at one until changed in
accordance with applicable law and the Company's Amended and Restated Articles
of Incorporation and Bylaws.
James F. Mongiardo, 60, has extensive experience in building companies and in
the investment banking business. He has served as Chief Executive Officer for
public biotechnology and healthcare services companies and as head of U.S.
marketing for Schering-Plough Corporation. He has raised capital for clients
through institutional private placements, directed business start-ups from
concept to marketing, completed a successful turn-around, designed operative
business plans, raised venture and public equity financing, created marketing
and promotional plans for new products, directed acquisitions and divestitures,
developed and administered sales budgets over $300 million, and managed
corporate and legal services.
Mr. Mongiardo has served as sole director and President, Chief Executive
Officer, Treasurer and Secretary of CBM since its inception in May 2003. In
2000, Mr. Mongiardo formed Homewood Capital Group, LLC, an investment advisory
firm specializing in institutional private placements for emerging companies, at
which he currently serves as Managing Director. From 1995 to 2000, Mr. Mongiardo
served as Managing Director of LBC Capital, LLC, an investment banking firm. Mr.
Mongiardo was Chief Executive Officer of Epigen, Inc., which subsequently
changed its name to Egenix, Inc, from 1991 to 1993, and President in 1994.
During 1989 and 1990, he served as Vice President of Corporate Development for
Organogenesis, Inc. He served as Chief Executive Officer of Medivix, Inc., a
public health care services company that provided mail order prescription
services for employers and unions, from 1986 to 1988. From 1984 to 1986, Mr.
Mongiardo served as President and Chief Operating Officer of Photec Diagnostics,
a venture-capital financed diagnostic company that subsequently changed its name
to Photest Diagnostics Inc. He served in various capacities from 1973 to 1984 at
Schering-Plough Corporation. While head of U.S. marketing for the pharmaceutical
division of Schering-Plough from 1980 to 1983, he introduced 12 new
over-the-counter and prescription products. Mr. Mongiardo is a graduate of Johns
Hopkins University (B.A.) and Harvard Law School (J.D.).
Mr. Mongiardo does not serve as a director of any other reporting company, and
there are no family relationships among the current directors or executive
officers (or nominees therefor) of AST or its subsidiary. Mr. Mongiardo is not
currently a party to an employment agreement with the Company and has not been a
party to any transaction with AST prior to the date of the Merger. For
information on Mr. Mongiardo's employment agreement with CBM, see "Executive
Compensation" herein. For more information on related party transactions, see
"Certain Relationships and Related Transactions" herein.
FINANCIAL STATEMENTS
ADVANCED SPORTS TECHNOLOGIES, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2005 AND 2004
ADVANCED SPORTS TECHNOLOGIES, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONTENTS
PAGE 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
PAGE 2 CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 2005
PAGE 3 CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED
DECEMBER 31, 2005 AND 2004 AND FOR THE PERIOD FROM
MAY 28, 2003 (INCEPTION) TO DECEMBER 31, 2005
PAGES 4 - 5 CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY
FOR THE PERIOD FROM MAY 28, 2003 (INCEPTION) TO OF CASH FLOWS
FOR THE YEARS ENDED
PAGES 6 - 7 CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED
DECEMBER 31, 2005 AND 2004 AND FOR THE PERIOD FROM
MAY 28, 2003 (INCEPTION) TO DECEMBER 31, 2005
PAGES 8 - 15 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors of:
Advanced Sports Technologies, Inc. and Subsidiary
(A Development Stage Company)
We have audited the accompanying consolidated balance sheet of Advanced Sports
Technologies, Inc. and subsidiary (a development stage company) as of December
31, 2005 and the related statements of operations, changes in stockholders'
deficiency and cash flows for the years ended December 31, 2005 and 2004 and for
the period from May 28, 2003 (inception) to December 31, 2005. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly in all
material respects, the financial position of Advanced Sports Technologies, Inc.
and subsidiary (a development stage company) as of December 31, 2005 and the
results of its operations and its cash flows for the years ended December 31,
2005 and 2004 and for the period from May 28, 2003 (inception) to December 31,
2005 in conformity with accounting principles generally accepted in the United
States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 10 to the
financial statements, the Company is in the development stage with a working
capital deficiency of $277,229, a stockholders' deficiency of $485,506 and a
negative cash flow from operations of $436,313 from inception. These factors
raise substantial doubt about its ability to continue as a going concern.
Management's plans concerning this matter are also described in Note 10. The
accompanying financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
WEBB & COMPANY, P.A.
Boynton Beach, Florida
April 7, 2006, except for Note 2, to which the date is June 30, 2006
ADVANCED SPORTS TECHNOLOGIES, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEET
AS OF DECEMBER 31, 2005
ASSETS
CURRENT ASSETS
Cash $ 1,698
-------------
Total Current Assets 1,698
PROPERTY AND EQUIPMENT, NET 1,723
-------------
TOTAL ASSETS $ 3,421
=============
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 113,857
Loans payable - related party 49,657
Accrued royalty expense 100,000
Due to officer 15,413
-------------
Total Current Liabilities 278,927
LONG TERM LIABILITIES
Royalties Due 210,000
-------------
TOTAL LIABILITIES 488,927
-------------
STOCKHOLDERS' DEFICIENCY
Preferred stock, $0.0001 par value, 20,000,000 shares authorized,
none issued and outstanding --
Common stock, $0.0001 par value, 100,000,000 shares authorized,
33,175,009 shares issued and outstanding 3,318
Additional paid-in capital 3,497,173
Accumulated deficit during development stage (3,985,997)
-------------
Total Stockholders' Deficiency (485,506)
-------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY $ 3,421
=============
See accompanying notes to consolidated financial statements.
2
ADVANCED SPORTS TECHNOLOGIES, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
For The Period
From
For The Year For The Year May 28, 2003
Ended Ended (Inception) To
December 31, December 31, December 31,
2005 2004 2005
-------------- -------------- --------------
OPERATING EXPENSES
Stock issued for services $ 150,000 $ -- $ 1,682,500
General and administrative 25,406 30,620 79,238
Depreciation and amortization 101,039 132,039 296,780
Royalties 150,000 187,813 353,438
Professional fees 136,338 138,023 364,360
Research and development 49,728 64,740 126,969
Loss on termination of license 1,065,729 -- 1,065,729
-------------- -------------- --------------
Total Operating Expenses 1,678,240 553,235 3,969,014
-------------- -------------- --------------
NET LOSS FROM CONTINUING OPERATIONS (1,678,240) (553,235) (3,969,014)
OTHER INCOME AND (EXPENSE)
Interest income 111 2,488 2,789
Interest expense (2,195) -- (2,195)
Impairment of equipment (16,200) -- (16,200)
-------------- -------------- --------------
Total Other Income and (Expense) (18,284) 2,488 (15,606)
-------------- -------------- --------------
LOSS FROM OPERATIONS (1,696,524) (550,747) (3,984,620)
Provision for Income Taxes (465) (456) (1,377)
-------------- -------------- --------------
NET LOSS $ (1,696,989) $ (551,203) $ (3,985,997)
============== ============== ==============
Net loss per share - basic and diluted $ (.05) $ (.02) $ (.14)
============== ============== ==============
Weighted average number of shares outstanding
during the period - basic and diluted 33,192,995 33,398,662 28,110,792
============== ============== ==============
See accompanying notes to consolidated financial statements.
3
ADVANCED SPORTS TECHNOLOGIES, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY
FOR THE PERIOD FROM MAY 28, 2003 (INCEPTION) TO DECEMBER 31, 2005
Accumulated
Deficit
Additional During
Preferred Stock Common Stock Paid-In Development
Shares Amount Shares Amount Capital Stage Total
----------- ----------- ----------- ----------- ----------- ----------- -----------
Common stock issued to founders
for cash ($0.10 per share) -- $ -- 2,500 $ 1 $ 249 $ -- $ 250
Common stock issued for license
($0.10 per share) -- -- 16,500,000 1,650 1,648,350 -- 1,650,000
Common stock issued to officer as
compensation ($0.10 per share) -- -- 7,125,000 712 711,788 -- 712,500
Common stock issued for cash
($0.10 per share) -- -- 800,000 80 79,920 -- 80,000
Common stock issued for cash
($0.45 per share) -- -- 277,778 28 124,972 -- 125,000
Common stock issued to consultant
for services ($0.10 per share) -- -- 8,200,000 820 819,180 -- 820,000
Net loss for the period from
May 28, 2003 (inception) to
December 31, 2003 -- -- -- -- -- (1,737,805) (1,737,805)
----------- ----------- ----------- ----------- ----------- ----------- -----------
Balance, December 31, 2003 -- -- 32,905,278 3,292 3,384,459 (1,737,805) 1,649,945
See accompanying notes to consolidated financial statements.
4
ADVANCED SPORTS TECHNOLOGIES, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY
FOR THE PERIOD FROM MAY 28, 2003 (INCEPTION) TO DECEMBER 31, 2005
Accumulated
Deficit
Additional During
Preferred Stock Common Stock Paid-In Development
Shares Amount Shares Amount Capital Stage Total
----------- ----------- ----------- ----------- ----------- ----------- -----------
Common stock issued for cash
($0.45 per share) -- -- 672,231 67 302,436 -- 302,503
Net loss, 2004 -- -- -- -- -- (551,203) (551,203)
----------- ----------- ----------- ----------- ----------- ----------- -----------
Balance, December 31, 2004 -- -- 33,577,509 3,358 3,686,895 (2,289,008) 1,401,245
Stock issued in reverse merger -- -- 11,097,500 1,110 (1,110) -- --
Shares issued to officer for
services -- -- 5,000,000 500 149,500 -- 150,000
Shares cancelled related to
license rights -- -- (16,500,000) (1,650) (493,350) -- (495,000)
In-kind contribution -- -- -- -- 12,000 -- 12,000
Warrants issued for license -- -- -- -- 143,238 -- 143,238
Net loss, 2005 -- -- -- -- -- (1,696,989) (1,696,989)
----------- ----------- ----------- ----------- ----------- ----------- -----------
BALANCE, DECEMBER 31, 2005 -- $ -- 33,175,009 $ 3,318 $ 3,497,173 $(3,985,997) $ (485,506)
=========== =========== =========== =========== =========== =========== ===========
See accompanying notes to consolidated financial statements.
5
ADVANCED SPORTS TECHNOLOGIES, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
For The Period
From
For The Year For The Year May 28, 2003
Ended Ended (Inception) To
December 31, December 31, December 31,
2005 2004 2005
------------- ------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (1,696,989) $ (551,203) $ (3,985,997)
Adjustments to reconcile net loss to
net cash used in operating activities:
Stock issued for services 150,000 -- 1,682,500
In kind contribution of services 12,000 -- 12,000
Depreciation and amortization 101,039 132,039 296,780
Impairment of equipment 16,200 -- 16,200
Impairment of intangible assets 1,118,347 -- 1,118,347
Changes in operating assets and liabilities:
Increase in accounts payable and accrued expenses 104,030 4,914 113,857
Increase in accrued royalty expenses 99,312 115,063 310,000
------------- ------------- -------------
Net Cash Used In Operating Activities (96,061) (299,187) (436,313)
------------- ------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Sale (purchase) of property and equipment -- (820) (34,812)
Loss of license rights -- -- (100,000)
------------- ------------- -------------
Net Cash Used In Investing Activities -- (820) (134,812)
------------- ------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock -- 302,503 507,753
Due to stockholder -- -- 15,413
Loans payable - related party 49,657 -- 49,657
------------- ------------- -------------
Net Cash Provided By Financing Activities 49,657 302,503 572,823
------------- ------------- -------------
NET INCREASE (DECREASE) IN CASH (46,404) 2,496 1,698
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 48,102 45,606 --
------------- ------------- -------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 1,698 $ 48,102 $ 1,698
============= ============= =============
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Cash paid for income taxes $ -- $ 456 $ 912
============= ============= =============
Cash paid for interest $ -- $ -- $ --
============= ============= =============
See accompanying notes to consolidated financial statements.
6
ADVANCED SPORTS TECHNOLOGIES, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
During 2003, the Company issued 16,500,000 shares of common stock with a fair
value of $1,650,000 for the license rights to the bio-cybernetic technology and
frequency analysis technology.
During 2005, the Company cancelled 16,500,000 shares of common stock with a fair
value of $495,000 for the termination of the exclusive rights to the
bio-cybernetic technology and frequency analysis technology.
During 2005, the Company issued warrants to purchase 6,500,000 of its common
shares at $0.01 for the non-exclusive rights to the bio-cybernetic technology
and frequency analysis technology valued at $143,238.
See accompanying notes to consolidated financial statements.
7
ADVANCED SPORTS TECHNOLOGIES, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2005 AND 2004
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION
(A) Organization and Basis of Presentation
CardioBioMedical Corporation, now a wholly owned subsidiary of
Advanced Sports Technologies, Inc. is a Delaware corporation
incorporated on May 28, 2003. Advanced Sports Technologies, Inc. is
a Florida corporation incorporated on August 9, 2001.
On September 23, 2005, a merger between CardioBioMedical Corporation
("Company") and Advanced Sports Technologies, Inc. ("AST") was
effected pursuant to the terms of an Agreement and Plan of Merger,
dated September 23, 2005 (the "Merger Agreement"), among AST, AST
Acquisition Sub, Inc., a newly formed Delaware Corporation and
wholly-owned subsidiary of AST ("Sub"), and the Company. Pursuant to
the Merger Agreement, Sub was merged with and into the Company, with
the Company as the surviving entity. The Company thereafter
continued under the CardioBioMedical Corporation name as a
subsidiary of AST, and the separate existence of Sub ceased as of
the effective time of the Merger, which was September 23, 2005. The
Merger Agreement provided for the issuance by AST to the
stockholders of the Company of an aggregate 22,077,509 shares of
Company common stock and the issuance to a warrant holder of the
Company to purchase 6,500,000 shares of common stock at an exercise
price of $0.01 per share. At the effective time of the Merger and
without any action on the part of the Company stockholders, each one
share of Company common stock (except for shares held in treasury
and dissenting shares) was converted into the right to receive one
share of AST common stock (including all shares held in treasury)
and warrants to purchase such stock were deemed to be no longer
outstanding and automatically cancelled and retired. The shares of
AST common stock and warrant to purchase such shares issued in
connection with the Merger are restricted securities and will bear a
restricted legend. Prior to the Merger, CardioBioMedical Corporation
and Advanced Sports Technologies, Inc. were not related parties. As
a result of the Merger Agreement, the transaction was treated for
accounting purposes as a recapitalization by the accounting acquirer
CardioBioMedical Corporation.
Accordingly, the financial statements include the following:
(1) The balance sheet consists of the net assets of the acquirer
(CardioBioMedical Corporation) at historical cost and the net
assets of the acquiree (Advanced Sports Technologies, Inc.) at
historical cost.
(2) The statement of operations includes the operations of the
acquirer (CardioBioMedical Corporation) for the periods
presented and the operations of the acquiree (Advanced Sports
Technologies, Inc.) from the date of the merger.
8
ADVANCED SPORTS TECHNOLOGIES, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2005 AND 2004
(B) Use of Estimates
In preparing financial statements in conformity with generally
accepted accounting principles, management is required to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and the disclosure of contingent assets and
liabilities at the date of the financial statements and revenues and
expenses during the reported period. Actual results could differ
from those estimates.
(C) Consolidation
The December 31, 2005 and 2004 financial statements include the
accounts of CardioBioMedical Corporation for the years then ended
and of Advanced Sports Technologies, Inc. from September 23, 2005 to
December 31, 2005. All significant intercompany accounts and
transactions have been eliminated in the consolidation. Advanced
Sports Technologies, Inc. and its wholly owned subsidiary
CardioBioMedical Corporation are hereafter referred to as (the
"Company").
(D) Income Taxes
The Company accounts for income taxes under the Statement of
Financial Accounting Standards No. 109, "Accounting for Income
Taxes" ("Statement 109"). Under Statement 109, deferred tax assets
and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying
amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years
in which those temporary differences are expected to be recovered or
settled. Under Statement 109, the effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date.
(E) Loss Per Share
Basic and diluted net loss per common share is computed based upon
the weighted average common shares outstanding as defined by
Financial Accounting Standards No. 128, "Earnings Per Share." As of
December 31, 2005 and 2004, there were 6,500,000 and 0 warrants,
respectively outstanding that were not included in dilutive net loss
per share as the effect was anti-dilutive.
(F) Fair Value of Financial Instruments
The carrying amounts of the Company's financial instruments
including accounts payable, royalties payable and due to balances
approximate fair value due to the relatively short period to
maturity for these instruments.
9
ADVANCED SPORTS TECHNOLOGIES, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2005 AND 2004
(G) Revenue Recognition
Revenues from the sale of the Company's medical devices are
recognized upon delivery of the equipment and when risk of loss has
been transferred to the customer. The Company recognizes software
license fees over the term of the license.
(H) Cash and Cash Equivalents
The Company considers all highly liquid temporary cash investments
with an original maturity of three months or less to be cash
equivalents. The Company did not have any cash equivalents as of the
balance sheet dates presented in the financial statements.
(I) Property and Equipment
Property and equipment are stated at cost, less accumulated
depreciation. Expenditures for maintenance and repairs are charged
to expense as incurred. Depreciation is provided using the
straight-line method over the estimated useful life of three to five
years.
(J) Business Segments
The Company operates in one segment and therefore segment
information is not presented.
(K) Concentrations of Credit Risk
The Company's products require approval from the Food and Drug
Administration prior to commercial sales. The Company's future
products may not receive required approvals. If the Company is
denied such approval, or if such approval is delayed, it would have
a materially adverse impact on the Company's business, results of
operations and financial condition.
(L) Intangible Assets
The Company follows the provisions of FASB Statement No. 142,
Goodwill and Other Intangible Assets. Pursuant to Statement 142,
goodwill and intangible assets acquired in a purchase business
combination and determined to have indefinite useful lives are not
amortized, but instead tested for impairment at least annually in
accordance with the provisions of Statement 142. Statement 142 also
requires that intangible assets with estimable useful lives be
amortized over their respective estimated useful lives to their
estimated residual values, and reviewed for impairment in accordance
with FASB Statement No. 144, Accounting for Impairment or Disposal
of Long-Lived Assets. Intangible assets, which consist of license
rights to patents, are amortized using the straight-line method over
the license rights of 15 years.
10
ADVANCED SPORTS TECHNOLOGIES, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2005 AND 2004
(M) Research and Development
The Company accounts for research and development costs in
accordance with SFAS No. 2, Accounting for Research and Development
Costs. Under SFAS No. 2, all research and development costs must be
charged to expense as incurred. Accordingly, internal research and
development costs are expensed as incurred. Third party research and
development costs are expensed when the contracted work has been
performed or as milestone results have been achieved. Company
sponsored research and development costs related to both present and
future products are expensed in the period incurred. Total
expenditures on research and development incurred for the years
ended December 31, 2005 and 2004, and for the period from May 28,
2003 to December 31, 2005 were $ 49,728, $64,740, and $126,969
respectively.
(N) Impairment of Long-Lived Assets
The Company has adopted SFAS No. 144, which requires that long-lived
assets and certain identifiable intangible assets held and used by
the Company are reviewed for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset may
not be recoverable. Events relating to recoverability may include
significant unfavorable changes in business conditions, recurring
losses, or a forecasted inability to achieve break-even operating
results over an extended period. The Company evaluates the
recoverability of long-lived assets annually. SFAS No. 144 also
requires that assets to be disposed of be reported at the lower of
the carrying amount or the fair value less costs to sell.
(O) Recent Accounting Pronouncements
Statement of Financial Accounting Standards ("SFAS") No. 151,
"Inventory Costs - an amendment of ARB No. 43, Chapter 4"" SFAS No.
152, "Accounting for Real Estate Time-Sharing Transactions - an
amendment of FASB Statements No. 66 and 67," SFAS No. 153,
"Exchanges of Non-monetary Assets - an amendment of APB Opinion No.
29," and SFAS No. 123 (revised 2004), "Share-Based Payment," were
recently issued. SFAS No. 151, 152, 153 and 123 (revised 2004) have
no current applicability to the Company and have no effect on the
financial statements.
NOTE 2 RESTATEMENT
The Company has revised the classification of certain impairments in
the statement of operation based on comments it received from the
Securities and Exchange Commission. The reclassifications did not
result in a change to total net loss and there were no changes to
the consolidated balance sheet and consolidated statement of cash
flow.
A summary of significant effects of the restatement is as follows:
For the Year Ended For the Year
December 31, 2005 Ended December
(As Previously Amount of 31, 2005
Reported) Change (As Restated)
------------- ------------- -------------
Statement of Operations
Total Operating Expenses $ 612,511 $ 1,065,729 $ 1,678,240
Net loss from operations (612,511) (1,065,729) (1,678,240)
Total Other Income (Expense) (1,084,013) 1,065,729 (18,284)
Net loss (1,696,989) -- (1,696,989)
Net loss per common share - basic and diluted (0.05) -- (0.05)
NOTE 3 PROPERTY AND EQUIPMENT
Property and equipment at December 31, 2005 consisted of the
following:
Diagnostic equipment $ 30,000
Office equipment 4,812
Less accumulated depreciation (16,889)
Less impairment (16,200)
-------------
$ 1,723
=============
11
ADVANCED SPORTS TECHNOLOGIES, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2005 AND 2004
Depreciation expense for the years ended December 31, 2005 and 2004
and for the period from May 28, 2003 to December 31, 2005 was
$12,056, $4,767 and $16,889.
NOTE 4 LICENSE AGREEMENT
During 2003, the Company purchased the license rights to the
bio-cybernetic technology and frequency analysis technology for cash
of $100,000 and 16,500,000 shares of common stock with a fair value
of $1,650,000. The license period expires March 2018. On September
16, 2005, a new agreement superseding this license agreement and
other agreements was entered into (see Note 8). As a result of the
termination of the exclusive license agreement, the Company
recognized a loss on the termination of the exclusive license
agreement of $924,421 and the inability of the Company to raise
capital impaired our ability to realize the future new exclusive
right of $141,308. The Company issued 6,500,000 warrants for the
non-exclusive rights to the bio-cybernetic technology in 2005.
A non-transferable warrant for 6,500,000 common shares at $.01 per
share was issued as part of the merger. This warrant is exercisable
between January 1, 2007 and December 31, 2014. The fair value of the
warrant was estimated on the grant date using the Black-Scholes
option pricing model as required by SFAS 123 with the following
assumptions: expected dividend yield 0%, volatility 1%, risk-free
rate of return of 3.28% and expected life of 7 years. The value of
$143,238 was recorded as intangible license rights and will be
amortized over the patent life of approximately 14 years.
Licenses at December 31, 2005 were as follows:
License $ 143,238
Less - accumulated depreciation (1,930)
- impairment (141,308)
-------------
$ --
=============
During the years ended December 31, 2005 and 2004 and the period
from May 28, 2003 to December 31, 2005, the Company recorded
amortization expense of $88,983, $127,272, and $216,255
respectively. During 2005, the Company recognized a loss on the
settlement with the license holder of $1,065,729.
12
ADVANCED SPORTS TECHNOLOGIES, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2005 AND 2004
NOTE 5 DUE TO OFFICER
During 2003, an officer advanced the Company $15,413 for start-up
and operating expenses. As of December 31 2005, total advances and
loans were $15,413 (See Note 5).
NOTE 6 LOANS PAYABLE - RELATED PARTY
During 2005, the Company received loans payable from a related party
of $49,657. The loans are unsecured, due on demand and bear interest
of 10% per annum.
NOTE 7 STOCKHOLDERS' EQUITY
(A) Common Stock Issued for Cash
During 2003, the Company issued 2,500 shares of common stock to its
founder for cash of $250 ($0.10 per share).
During 2003, the Company issued 800,000 shares of common stock for
cash of $80,000 ($0.10 per share).
During 2003, the Company issued 277,778 shares of common stock for
cash of $125,000 ($0.45 per share).
During 2004, the Company issued 672,231 shares of common stock for
cash of $302,503 ($0.45 per share).
During 2005, the Company issued 11,097,500 shares of common stock to
the stockholders of Advanced Sports upon completion of the merger at
the net asset value of the assets acquired.
(B) Common Stock Issued for Services
During 2003, the Company issued 7,125,000 shares of common stock for
officer compensation valued for financial accounting purposes at
$712,500 ($0.10 per share) based upon recent cash offering prices.
The initial 2,500 shares issued upon formation of the corporation
were purchased for $.10 per share.
During 2003, the Company issued 16,500,000 shares of common stock
for licensing rights valued for financial accounting purposes at
$1,650,000 ($0.10 per share, the price paid for the initial 2,500
shares issued upon formation of the corporation) based upon recent
cash offering prices. During 2005, these 16,500,000 shares of common
stock were cancelled pursuant to a settlement agreement dated
September 16, 2005. Under the terms of this agreement, a
nontransferable warrant for 6,500,000 common shares at $ .01 per
share was issued for the nonexclusive rights to the technology. This
warrant is exercisable between January 1, 2007 and December 31,
2014. The fair value of the warrant was estimated on the grant date
using the Black-Scholes option pricing model as required by SFAS 123
with the following assumptions: expected dividend yield 0%,
volatility 1%, risk-free interest rate of return of 3.28% and
expected life of 7 years. The value of $143,238 was recorded as
intangible license rights and will be amortized over the patent life
of approximately 14 years.
13
ADVANCED SPORTS TECHNOLOGIES, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2005 AND 2004
During 2003, the Company issued 8,200,000 shares of common stock for
consulting services valued for financial accounting purposes at
$820,000 based upon recent cash offering prices.
During 2005, the Company issued 5,000,000 shares of common stock to
its Chief Executive Officer and President in recognition and
consideration of his service as an officer and director of the
Company since June 2003 and his contributions to the progress and
development of the Company. For financial accounting purposes, these
shares were valued at $150,000 ($0.03 per share) based upon recent
market prices of the Company.
(C) In-Kind Contribution
During 2005, the Company recorded additional paid-in capital of
$12,000 for the fair value of rent contributed to the Company by its
president.
(D) Warrant
A non-transferable warrant for 6,500,000 common shares at $.01 per
share was issued as part of the merger. This warrant is exercisable
between January 1, 2007 and December 31, 2014. The fair value of the
warrant was estimated on the grant date using the Black-Scholes
option pricing model as required by SFAS 123 with the following
assumptions: expected dividend yield 0%, volatility 1%, risk-free
rate of return of 3.28% and expected life of 7 years. The value of
$143,238 was recorded as intangible license rights and will be
amortized over the patent life of approximately 14 years.
NOTE 8 RELATED PARTY TRANSACTIONS
During 2003, the Company issued 7,125,000 shares of common stock to
its President for services with a fair value of $712,500.
During 2003, an officer advanced the Company $15,413 for start-up
and operating expenses. The advance is non-interest bearing,
unsecured and due on demand.
During 2005, 2004 and 2003, the Company recorded royalty expenses
due to a related party of $150,000, $187,813 and $15,625,
respectively.
14
ADVANCED SPORTS TECHNOLOGIES, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2005 AND 2004
During 2005, a stockholder loaned the Company $49,656 for working
capital. The loan bears interest at 10%, is unsecured and due on
demand.
During 2005, the Company issued 5,000,000 shares of common stock to
its Chief Executive Officer and President in recognition and
consideration of his service as an officer and director of the
Company since June 2003 and his contributions to the progress and
development of the Company. For financial accounting purposes, these
shares were valued at $150,000 ($0.03 per share) based upon recent
market prices of the Company.
During 2005, the Company settled a dispute with a related party. The
settlement agreement called for the related party to return
16,500,000 shares of common stock to the company and the company to
give back the exclusive rights to the patent. The shares were valued
on the date of settlement and the company recorded a loss on the
settlement of $1,065,729.
NOTE 9 COMMITMENTS AND CONTINGENCIES
(A) License Agreement
During 2003, the Company acquired the North America license rights
to the bio-cybernetic technology and frequency analysis technology
covered by U.S. Patent 6,145,228 and copyright TXU 856-320. The
license period is for the life of the patent or for 15 years from
the first sale of products developed using the license rights. The
agreement requires a royalty payment of 5% of all sales after
initial sales of $3,000,000 or 50 units, minimum royalties equal to
12.5% of all equity raised in the fist year and minimum annual
royalties of $250,000, thereafter. On September 16, 2005, a new
agreement superseding the previous license agreement and other
agreements was entered into. This new agreement provided for the
return for cancellation of 16,500,000 shares of Company common stock
owned by the inventor, the issuance to him of a nontransferable
warrant to purchase 6,500,000 shares of common stock at $ .01 per
share exercisable between January 1, 2007 and December 31, 2014,
agreement that $310,000 was due him payable in quarterly
installments of $ 50,000 beginning for the quarter starting July 1,
2006 and a non-exclusive license agreement. The non-exclusive
license agreement is for North America covering the same
technology/products as before with a royalty of 5% of the sale price
for each device sold to a customer within the defined territory. The
minimum royalty, beginning in 2006, is $ 250,000 per year, payable
in installments every two months beginning on the last day of
February 2006. The license may be cancelled at any time for failure
to pay. The inventor also may license the product in the defined
territory to two other companies with certain exceptions that expire
beginning January 1, 2008. As of December 31, 2005, the Company has
not sold any products and has accrued $310,000 due to the license
holder. As a result of the termination of the exclusive license
agreement, the Company recognized a loss on the termination of the
exclusive license agreement of $1,065,729.
15
ADVANCED SPORTS TECHNOLOGIES, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2005 AND 2004
(B) Employment Agreement
During 2003, the Company entered into an employment agreement with
an individual to assume the position of Chief Executive Officer and
President for a term of five years at an annual salary of $250,000
upon the Company raising $500,000 in equity financing, with
additional annual increases of 10% every July 1 over the life of the
agreement. The agreement also calls for the officer to receive
fringe benefits and participate in all Company employment benefits
as approved by the Board of Directors. As of December 31, 2005, the
Company has not raised the minimum equity capital and no salary has
been accrued or paid.
NOTE 10 INCOME TAXES
Income tax expense (benefit) for the periods ended December 31, 2005
and 2004 is summarized as follows:
2005 2004
----------- -----------
Current:
Federal $ -- $ --
State 465 465
Deferred - Federal and State -- --
----------- -----------
Income tax expense (benefit) $ 465 $ 465
=========== ===========
The Company's tax expense differs from the "expected" tax expense
for the periods ended December 31, 2005 and 2004 as follows:
2005 2004
----------- -----------
U.S. Federal income tax expense
(benefit) $ (576,976) $ (192,921)
State income tax expense (benefit) 465 465
Permanent difference 366,428 --
Effect on net operating loss
carryforward 210,548 192,921
----------- -----------
$ 465 $ 465
=========== ===========
The tax effects of temporary differences that give rise to
significant portions of deferred tax assets and liabilities at
December 31, 2005 and 2004 are as follows:
16
ADVANCED SPORTS TECHNOLOGIES, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2005 AND 2004
2005 2004
----------- -----------
Deferred tax assets:
Net operating loss carryforward $ 210,548 $ 192,921
----------- -----------
Total gross deferred tax assets 210,548 192,921
Less valuation allowance 210,548 192,921
----------- -----------
Net deferred tax assets $ -- $ --
=========== ===========
At December 31, 2005, the Company had a net operating loss
carryforward of approximately $2,907,000 for U.S. Federal income tax
purposes available to offset future taxable income expiring through
2025. The net change in the valuation allowance during the year
ended December 31, 2005 was an increase of $210,548.
NOTE 11 GOING CONCERN
As reflected in the accompanying financial statements, the Company
is in the development stage with a working capital deficiency of
$277,229, a stockholders' deficiency of $485,506 and a negative cash
flow from operations of $436,313 from inception. This raises
substantial doubt about its ability to continue as a going concern.
The ability of the Company to continue as a going concern is
dependent on the Company's ability to raise additional capital and
implement its business plan. The financial statements do not include
any adjustments that might be necessary if the Company is unable to
continue as a going concern.
Management is attempting to access the public markets to raise
additional equity capital to implement its business plan. We are
seeking to raise a minimum of $1 million during the next twelve
months which we estimate we will need to bring our product to
market. If we are unsuccessful at raising sufficient capital to fund
our operations, for whatever reason, we may be forced to seek
opportunities outside of our new corporate focus or to seek a buyer
for our business or another entity with which we could partner.
Ultimately, if all of these alternatives fail, we may be required to
cease operations and seek protection from creditors under applicable
bankruptcy laws.
Management believes that actions presently being taken to obtain
additional funding and implement its strategic plans provide the
opportunity for the Company to continue as a going concern.
NOTE 12 SUBSEQUENT EVENT
As of April 7, 2006, the Company has not raised additional equity
capital. It was unable to make the minimum royalty payment of $
50,000 due on February 28, 2006.
During 2006, a stockholder advanced the Company $11,142 for working
capital. The advances are non-interest bearing, unsecured and due on
demand.
17
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ODYSSEY OIL AND GAS, INC.
(Registrant)
Dated: July 7, 2006
By: /s/ Arthur Johnson
--------------------------------------
Arthur Johnson
Principal Executive Officer,
President, and Chief Financial Officer