UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
| x | Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended March 31, 2006
| ¨ | Transition report under Section 13 or 15(d) of the Exchange Act |
Commission file number: 33-55254-36
E Med Future, Inc.
(Exact name of small business issuer as specified in its charter)
| Nevada | 87-0485314 | |
| (State of incorporation) | (I.R.S. Employer Identification No.) |
794 Morrison Road, Suite 911, Columbus, OH 43230
(Address of principal executive offices)
| 330-674-1363 | www.NeedleZap.com | |
| (Issuer’s telephone number) | (Issuer’s website) |
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 32,763,415 shares of common stock, $0.001 par value per share, as of May 15, 2006.
Transitional Small Business Disclosure Format (check one): Yes ¨ No x
| PART I — FINANCIAL INFORMATION | 1 | |||||
| Item 1. | Financial Statements | 1 | ||||
| Item 2. | Management’s Discussion and Analysis | 1 | ||||
| Our Products | 1 | |||||
| Looking Ahead | 2 | |||||
| Our History | 2 | |||||
| Results of Operations | 2 | |||||
| 3 | ||||||
| 3 | ||||||
| 3 | ||||||
| Financial Condition and Liquidity | 3 | |||||
| Off-Balance Sheet Arrangements | 4 | |||||
| Forward Looking Statements | 4 | |||||
| How to Learn More About E Med | 5 | |||||
| Item 3. | Controls and Procedures | 5 | ||||
| PART II — OTHER INFORMATION | 6 | |||||
| Item 1. | Legal Proceedings | 6 | ||||
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 6 | ||||
| Item 3. | Defaults Upon Senior Securities | 6 | ||||
| Item 4. | Submission of Matters to a Vote of Security Holders | 6 | ||||
| Item 5. | Other Information | 6 | ||||
| Item 6. | Exhibits | 6 | ||||
| SIGNATURES | 7 | |||||
PART I — FINANCIAL INFORMATION
Our March 31, 2006 unaudited consolidated financial statements follow this quarterly report beginning on page F-1.
Item 2. Management’s Discussion and Analysis
Headquartered in Columbus, Ohio, E Med Future, Inc. manufactures and markets products designed to reduce accidental hypodermic needlestick injuries. Our primary product, NeedleZap®, completely disintegrates the sharp portion of the needle. According to the American Nursing Association, there are an estimated one million accidental needlesticks reported in the United States in the healthcare industry alone. We believe the applications for the product are far reaching, and include healthcare professionals, law enforcement and correctional personnel, veterinarians, military, clinical researchers, hospitality, and sanitation workers. NeedleZap® is designed to work within the parameters of recent OSHA needlestick mandates which require employers to take advantage of new technologies to prevent needlesticks in the workplace.
Our primary product is NeedleZap®, a revolutionary safety device intended to help reduce accidental needlestick injuries by disintegrating the sharp portion of a hypodermic needle. When a hypodermic needle is inserted into the unit, the patented electrode system disintegrates the needle in approximately two seconds at 2200° F.
In July 2003, we announced the beginning of clinical testing and market evaluation of the first extensions to the NeedleZap® product line which include a dental parking station and butterfly needle burner. We are presently in the process of obtaining patent protection for these new products. Because we lack sufficient funds to expedite the development of these products, both products remain in the development phase. We anticipate that both products will involve supplements to our existing FDA pre-market approval; therefore, introduction and timing of these products into the marketplace will be contingent on FDA approval.
The dental parking station is intended to provide a safer, temporary resting place for a hypodermic syringe. During a procedure, dentists often reuse a hypodermic needle on the same patient when additional anesthesia is required. Since the needle is not destroyed immediately after the initial use, dentists generally recap the needle or leave the needle exposed, increasing the risk of an accidental needlestick injury. The NeedleZap® unit sits directly on the dental parking station enabling the dentist to recap, or disintegrate, the hypodermic needle easily with one hand at the end of the procedure, and significantly reducing the risk of a needlestick injury.
The butterfly needle burner is intended to accommodate needles not secured to a hypodermic syringe. Butterfly needles are used primarily for IV’s and kidney dialysis. Since the original NeedleZap® unit was intended to disintegrate hypodermic needles held by a syringe, the butterfly needle burner necessitated design modifications, including a change to the housing and repositioning of the electrode system.
1
On December 30, 2003, we acquired Medical Safety Technologies, Inc. from UTEK Corporation. Medical Safety Technologies, or MSTI, holds the worldwide exclusive license to a patented invention, known as the “Safe Receptacle for Sharps,” that is designed to aid in the safe transport of sterile and used sharp medical instruments. This Emory University invention was developed to help reduce the possibility of needlestick injuries by maintaining medical instruments in an angled, accessible position while encasing their sharp edges. We are enthusiastic about adding the Safe Receptacle for Sharps device to our product line and believe that it is a complimentary technology to our NeedleZap® product. By expanding our future product line, we hope to bring added value to the sales and distribution channels we are building. However, we are not presently pursuing the sharps receptacle as management believes resources should be conserved for marketing the currently approved product.
We incurred net losses the last four years while we obtained FDA approval for our NeedleZap® product, applied for patent protection, entered into distribution relationships and test marketed the product. We have not had significant sales volume to date. Although sales were disappointing for 2005, we believe that we have now obtained valuable experience in how to market our products effectively and we anticipate an increase in sales in 2006. To date, sales for the first quarter have been positive and we expect to meet our sales goals for 2006. Of course, we cannot guarantee that sales will increase or that we will be able to attain profitability.
The company was formed under the laws of the State of Nevada on March 14, 1990, but until 2003 we were a shell company with no significant operations other than seeking to identify an existing business to acquire. Trading in our stock was dependant on our acquisition of an operating business. On April 4, 2003, we participated in a merger in which we acquired E Med Future, Inc., our operating subsidiary. In connection with the transaction, we issued 19,850,000 unregistered shares of our common stock (95% of our then outstanding shares) to the former stockholders of E Med Future.
Pursuant to the terms of the merger agreement, we changed our corporate name from “Micro-Economics, Inc.” to “E Med Future, Inc.” In addition, our original directors and officers resigned and were replaced by a new board and management team. Our shares began trading on the Over-the-Counter Bulletin Board under the symbol “EMDF.OB” on April 17, 2003. For additional information about the merger, please see the Current Report on Form 8-K dated April 4, 2003 that we filed with the SEC on April 11, 2003.
We are a development stage company and did not have full approval to market and sell our products until March 2003. Initial sales in 2003 caused us to be optimistic that our revenues and profits would increase in subsequent years. However, our 2004 and 2005 results did not meet expectations due to lower than anticipated sales by our distributors. Sales in the first quarter of 2006 continue to lag behind our expectations.
2
We had net sales of $9,343 in the quarter ended March 31, 2006, compared with $12,920 for the same period in 2005, a decrease of $3,577 or 27.7%. This decrease is primarily attributable to sales by our distributors not meeting expectations.
Operating costs and expenses decreased $2,065,222, or 97.9%, to $44,152 in the first quarter of 2006 from $2,109,374 in 2005. Operating costs and expenses for the first quarter of 2006 were reduced due to cost cutting measures instituted by management and no stock based compensation for employees and consultants being paid in 2006 compared to $1,993,700 of stock based compensation expense in 2005. As a percentage of net sales, cost of goods sold decreased to 96.7% in 2006 from 111.9% in 2005 due to reduced warranty related costs in 2006.
Other expenses increased $1,358, or 10.9%, to $13,788 in 2006 from $12,430 in 2005, due to an increase in interest expense resulting from higher interest rates on our interest bearing debt in 2005.
In the first quarter of 2006, our net loss decreased to $48,597 from a net loss of $2,108,884 in 2005 as a result of substantially reduced operating expenses.
Financial Condition and Liquidity
We had available cash on March 31, 2006 of $4,602 compared to an overdraft of $2,782 at March 31, 2005. Cash used in operations decreased 62.3% to $7,477 in the first three months of 2006 from $19,850 in 2005, primarily caused by an increase in accrued expenses and a reduction in inventory and accounts receivable in 2006.
On November 12, 2002, we entered into a credit facility with KeyBank (NA). The facility provides us with a working capital line-of-credit of up to $150,000 and currently bears interest at 8.0%. The credit facility is secured by all of E Med’s assets and must be paid back in full on demand. We presently have drawn $149,098 on the facility.
On April 1, 2004, we entered into a loan agreement with a private investor in the amount of $750,000. The convertible promissory note bears interest at 7.5% payable quarterly with the principal due in five years and is secured by all of our assets. The note is convertible at the holder’s option into 1.5 million shares of our unregistered common stock, subject to adjustment for dilutive issuances. In connection with the loan, we also agreed to pay the lender a $3.00 royalty on each of the first 1.0 million and $2.00 on the second 1.0 million NeedleZap® units sold, with maximum total royalty payments of $5.0 million. The loan agreement was amended effective December 31, 2004 to reduce the loan amount to $548,000. Payment of interest and royalties was deferred until January 1, 2006, provided we provide monthly sales reports to the lender when due. In addition, if we arrange an increase in bank financing, the lender agreed to subordinate its security interests to the secured interests of the banking institution up to a maximum of $500,000.
3
Our primary need for capital is to fund operations and the development of new products. Historically, our capital requirements have been met by a combination of loans from stockholders and other investors, our line of credit with Key Bank, and funds from operations. Now that our distributors have had sufficient ramp-up time, we expect increased sales to meet our capital needs. In addition, we are developing new NeedleZap® products to help generate additional revenues in the long-term. However, sales may not be adequate to meet our cash needs, which would negatively impact our operations and development of new and ancillary products.
Off-Balance Sheet Arrangements
We do not have any material off-balance sheet arrangements.
Some of the statements that we make in this report, including statements about our confidence in E Med’s prospects and strategies and our expectations about E Med’s sales expansion, are forward-looking statements within the meaning of § 21E of the Securities Exchange Act. Some of these forward-looking statements can be identified by words like “believe,” “expect,” “will,” “should,” “intend,” “plan,” or similar terms; others can be determined by context. Statements contained in this report that are not historical facts are forward-looking statements. These statements are necessarily estimates reflecting our best judgment based upon current information, and involve a number of risks and uncertainties. Many factors could affect the accuracy of these forward-looking statements, causing our actual results to differ significantly from those anticipated in these statements. While it is impossible to identify all applicable risks and uncertainties, they include:
| • | our ability to execute our business plan; |
| • | our ability to successfully market and sell our products; |
| • | our financial resources are limited and we are dependant on increasing sales to generate cash for operations and pay our liabilities as they come due; |
| • | our ability to gain and retain market share from our competitors, many of whom have greater financial and other resources than we do; |
| • | the introduction of competing products by other companies; |
| • | our ability to protect our patents, copyrights and other intellectual property rights; |
| • | pressure on pricing from our competitors or customers; |
| • | continued availability of components for our products and stability in the cost of these components; |
| • | our reliance on subcontractors to manufacture our products; |
| • | our reliance on independent distributors to market and sell our products; |
| • | our ability to continue to comply with rules and regulations governing our products; and |
| • | our ability to comply with SEC regulations and filing requirements applicable to us as a public company and maintain our shares on the Over-the-Counter Bulletin Board. |
4
You should not place undue reliance on our forward-looking statements, which reflect our analysis only as of the date of this report. The risks and uncertainties listed above and elsewhere in this report and other documents that we file with the Securities and Exchange Commission, including our annual report on Form 10-KSB, quarterly reports on Form 10-QSB, and any current reports on Form 8-K, must be carefully considered by any investor or potential investor in E Med.
We file annual, quarterly and special reports and other information with the SEC. Our SEC filings are available to the public over the internet at the SEC’s web site at SEC.gov. You may also read and copy any document we file at the SEC’s public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain information on the operation of the SEC’s public reference room in Washington, D.C. by calling the SEC at 1-800-SEC-0330. To learn more about E Med you can also contact us directly at the address or phone number listed below or visit our website at NeedleZap.com.
E Med Future, Inc.
794 Morrison Road
Suite 911
Columbus, Ohio 43230
Phone: 330-674-1363
Email: info@NeedleZap.com
Item 3. Controls and Procedures
Donald Sullivan, our chief financial officer and interim president and chief executive officer, has reviewed E Med’s disclosure controls and procedures as of March 31, 2006. Based upon his review, he believes that our disclosure controls and procedures are effective in ensuring that material information related to E Med is communicated to him by others within the company responsible for reporting this information. There were no changes in our internal controls over financial reporting during the fiscal quarter ended March 31, 2006 that have materially affected or are reasonably likely to affect, our internal controls over financial reporting.
5
We are currently involved in a lawsuit with TransGlobal Medical Sales & Services, LLC relating to a distribution and marketing agreement we entered into with TransGlobal in April 2004. Discovery and depositions in the case have been completed and our request for summary judgment was granted in part and denied in part. A trial date has not yet been set. For additional information about the suit, please reference Item 3 of our December 31, 2005 Form 10-KSB that we filed with the SEC on May 16, 2006.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Not applicable.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
Not applicable.
| 31 | Chief Financial Officer and Interim President and Chief Executive Officer’s Rule 13a-14(a)/15d-14(a) Certification Pursuant to § 302 of the Sarbanes-Oxley Act of 2002 |
| 32 | Rule 13a-14(b)/15d-14(b) Certification Pursuant to § 906 of the Sarbanes-Oxley Act of 2002 |
6
In accordance with the requirements of the Exchange Act, E Med Future, Inc. caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| E MED FUTURE, INC. | ||||
| Date: May 25, 2006 | /s/ Donald Sullivan | |||
| By | Donald Sullivan, Chief Financial Officer | |||
| and interim Chief Executive Officer | ||||
7
E MED FUTURE, INC.
Formerly Micro-Economics, Inc.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
| March 31, 2006 |
December 31, 2005 |
|||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS |
||||||||
| Cash |
$ | 4,602 | ||||||
| Accounts receivable |
12,120 | $ | 16,410 | |||||
| Inventory |
102,769 | 105,128 | ||||||
| Prepaid expenses |
8,400 | 8,400 | ||||||
| Total Current Assets |
127,891 | 129,938 | ||||||
| EQUIPMENT, net of depreciation of $10,355 and $9,578, respectively |
20,650 | 21,426 | ||||||
| $ | 148,541 | $ | 151,364 | |||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES |
||||||||
| Bank overdraft |
$ | 365 | ||||||
| Notes payable to bank |
$ | 149,098 | 149,098 | |||||
| Current portion of long-term debt |
1,828 | 1,828 | ||||||
| Notes payable to related party |
2,000 | |||||||
| Accounts payable |
242,932 | 242,932 | ||||||
| Accounts payable to related party |
41,369 | 57,108 | ||||||
| Accrued expenses |
224,788 | 190,695 | ||||||
| Total Current Liabilities |
660,015 | 644,026 | ||||||
| LONG-TERM DEBT |
||||||||
| Convertible promissory note payable |
548,000 | 548,000 | ||||||
| Notes payable to related party |
156,605 | 126,000 | ||||||
| Note payable, less current portion |
460 | 1,280 | ||||||
| Total Long-Term Debt |
705,065 | 675,280 | ||||||
| STOCKHOLDERS’ DEFICIT |
||||||||
| Common stock $0.001 par value, 50,000,000 shares authorized, 32,763,415 issued and outstanding at March 31, 2006 and December 31, 2005, respectively |
32,763 | 32,763 | ||||||
| Paid-in-capital |
3,263,887 | 3,263,887 | ||||||
| Deficit accumulated during development stage |
(4,513,189 | ) | (4,464,592 | ) | ||||
| (1,216,539 | ) | (1,167,942 | ) | |||||
| $ | 148,541 | $ | 151,364 | |||||
See accompanying notes to consolidated financial statements.
F-1
E MED FUTURE, INC.
Formerly Micro-Economics, Inc.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
| Three Months Ended March 31, |
Period March 14, 1990 March 31, 2006 |
|||||||||||
| 2006 | 2005 | |||||||||||
| (Unaudited) | ||||||||||||
| NET SALES |
$ | 9,343 | $ | 12,920 | $ | 929,844 | ||||||
| COSTS AND EXPENSES |
||||||||||||
| Cost of goods sold |
9,032 | 14,457 | 739,433 | |||||||||
| Selling, general and administrative |
34,344 | 202,034 | 1,669,432 | |||||||||
| Loss due to inventory obsolescence |
225,110 | |||||||||||
| Impairment of long lived assets |
251,344 | |||||||||||
| Research and development |
350 | 15,547 | ||||||||||
| Consulting expense- |
1,883,700 | 2,109,400 | ||||||||||
| Impairment of goodwill |
188,500 | |||||||||||
| Depreciation and amortization |
776 | 8,833 | 143,814 | |||||||||
| Total Costs and Expenses |
44,152 | 2,109,374 | 5,342,580 | |||||||||
| NET OPERATING LOSS |
(34,809 | ) | (2,096,454 | ) | (4,412,736 | ) | ||||||
| OTHER INCOME (EXPENSE) |
||||||||||||
| Interest and other income |
23 | |||||||||||
| Interest expense |
(13,788 | ) | (12,430 | ) | (100,476 | ) | ||||||
| Total Other Expenses |
(13,788 | ) | (12,430 | ) | (100,453 | ) | ||||||
| NET LOSS |
$ | (48,597 | ) | $ | (2,108,884 | ) | $ | (4,513,189 | ) | |||
| NET LOSS PER COMMON SHARE - (Basic and diluted) |
$ | (0.06 | ) | $ | (0.06 | ) | $ | (0.69 | ) | |||
| WEIGHTED AVERAGE COMMON SHARES OUTSTANDING |
32,763,415 | 33,262,082 | 6,481,036 | |||||||||
See accompanying notes to consolidated financial statements.
F-2
E MED FUTURE, INC.
Formerly Micro-Economics, Inc.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
| Three Months Ended March 31, |
Period March 14, 1990 (Inception)
to |
|||||||||||
| 2006 | 2005 | |||||||||||
| (Unaudited) | ||||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES |
||||||||||||
| Net loss |
$ | (48,597 | ) | $ | (2,108,884 | ) | $ | (4,513,189 | ) | |||
| Adjustments to reconcile net loss to net cash from operating activities: |
||||||||||||
| Depreciation and amortization |
776 | 8,833 | 143,814 | |||||||||
| Consulting expense |
1,883,700 | 2,109,400 | ||||||||||
| Loss on inventory obsolescence |
225,100 | |||||||||||
| Impairment of long lived assets |
251,344 | |||||||||||
| Research and development costs |
8,808 | |||||||||||
| Start-up costs |
19,177 | |||||||||||
| Amortization of prepaid expense |
39,913 | |||||||||||
| Amortization of prepaid compensation |
110,000 | |||||||||||
| Impairment of goodwill |
188,500 | |||||||||||
| Changes in operating assets and liabilities: |
||||||||||||
| Accounts receivable |
4,290 | (2,020 | ) | (12,120 | ) | |||||||
| Inventory |
2,359 | 4,510 | (176,864 | ) | ||||||||
| Prepaid expenses |
9,313 | (17,712 | ) | |||||||||
| Accounts payable |
71,744 | 242,929 | ||||||||||
| Accounts payable to related party |
(15,739 | ) | (25,376 | ) | 41,369 | |||||||
| Accrued expenses |
34,093 | 28,330 | 224,798 | |||||||||
| Net Cash Used in Operating Activities |
(22,818 | ) | (19,850 | ) | (1,224,733 | ) | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES |
||||||||||||
| Purchases of property and equipment |
(94,806 | ) | ||||||||||
| Net Cash Used in Investing Activities |
(94,806 | ) | ||||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES |
||||||||||||
| Bank overdraft |
2,782 | |||||||||||
| Initial capitalization |
1,666 | |||||||||||
| Cash acquired in acquisition |
200,000 | |||||||||||
| Notes payable to bank |
8,000 | |||||||||||
| Notes payable |
(820 | ) | (592 | ) | 151,386 | |||||||
| Convertible promissory note payable |
548,000 | |||||||||||
| Notes payable to related party |
28,605 | 6,850 | 423,089 | |||||||||
| Net Cash Provided by Financing Activities |
27,785 | 17,040 | 1,324,141 | |||||||||
| NET INCREASE (DECREASE) IN CASH |
4,967 | (2,810 | ) | 4,602 | ||||||||
| CASH (OVERDRAFT) BEGINNING OF YEAR |
(365 | ) | 2,810 | |||||||||
| CASH END OF PERIOD |
$ | 4,602 | $ | $ | 4,602 | |||||||
See accompanying notes to consolidated financial statements.
F-3
E MED FUTURE, INC.
Formerly Micro-Economics, Inc.
(A Development Stage Company)
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) (CONTINUED)
| Three Months Ended |
Period March 14, 1990 (Inception) to March 31, 2006 | |||||||
| 2006 | 2005 | |||||||
| (Unaudited) | ||||||||
| Supplemental Disclosure of Cash Flows Information: |
||||||||
| Interest paid |
$ | 1,738 | $ | 34,539 | ||||
| Supplemental Schedule of Non-Cash Operating and Financing Activities: |
||||||||
| NeedleZap Partnership Contribution of Assets to Company |
||||||||
| Inventory |
151,015 | |||||||
| Equipment |
133,912 | |||||||
| Patent |
187,089 | |||||||
| Issuance of common stock for consulting services |
1,883,700 | 2,256,067 | ||||||
| Loss on inventory obsolescence |
225,100 | |||||||
| Impairment of long lived assets |
251,344 | |||||||
| Issuance of 1,250,000 shares valued at $0.3108 per share to acquire MSTI and allocation of purchase price to license |
188,500 | |||||||
| Issuance of common stock in payment of loan |
266,484 | |||||||
See accompanying notes to consolidated financial statements.
F-4
E MED FUTURE, INC.
Formerly Micro-Economics, Inc.
(A Development Stage Company)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE A - BASIS OF PRESENTATION
The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary in order to make the financial statements not misleading have been included. Results for the three months ended March 31, 2006 are not necessarily indicative of the results that may be expected for the year ending December 31, 2006. For further information, refer to the financial statements and footnotes thereto included in the E Med Future, Inc., formerly Micro-Economics, Inc., annual report on Form 10-KSB for the year ended December 31, 2005.
NOTE B - GOING CONCERN
As indicated in the accompanying financial statements, the Company incurred a net loss of $48,597 for the quarter ended March 31, 2006, and has a negative working capital of $532,124 and Stockholders’ Deficit of $1,216,539 at March 31, 2006, and is considered a company in the development stage. Management’s plans include the raising of capital through short term financing to fund future operations and the generating of revenue through its business. Failure to raise capital, keep its products and manufacturing facilities in FDA compliance, and generate sales revenues could result in the Company having to curtail or cease operations. Additionally, even if the Company does raise sufficient capital to support its operating expenses and generate revenues, there can be no assurances that the revenue will be sufficient to enable it to develop business to a level where it will generate profits and cash flows from operations. These matters raise substantial doubt about the Company’s ability to continue as a going concern. However, the accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
NOTE C - CONCENTRATION
Approximately 50% of the Company’s sales for the three months ended March 31, 2006 were with one customer. The remaining 50% were with two individual customers.
F-5