PINX:WNDM Wound Management Technologies Inc Quarterly Report 10-Q Filing - 6/30/2012

Effective Date 6/30/2012

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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549


FORM 10-Q


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

For the quarterly period ended: June 30, 2012

             [   ]            TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
 
 
Commission File No.    0-11808

WOUND MANAGEMENT TECHNOLOGIES, INC.
 
 
Texas
59-2219994
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification Number)

777 Main Street
Suite 3100
Fort Worth, Texas 76102
(Address of principal executive offices)
(817) 820-7080
(Registrant’s telephone number, including area code)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yesx   No  ¨
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (check one)
Large accelerated filer o
 Accelerated filer o
 
Non-accelerated filer o
Smaller reporting company x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o  No x


As of June 30, 2012, 63,309,540 shares of the Issuer's $.001 par value common stock were issued and 63,305,451 shares were outstanding.
 
 
 
 

 


WOUND MANAGEMENT TECHNOLOGIES, INC. AND SUBSIDIARIES

Form 10-Q

Quarter Ended June 30, 2012

PART I – FINANCIAL INFORMATION
 
   
ITEM 1.     Management’s Discussion and Analysis of Financial Condition and Results of Operations
3
   
ITEM 2.    Financial Statements
 
   
Condensed Consolidated Balance Sheets as of June 30, 2012 (Unaudited) and December 31, 2011 (Audited)
7
   
Unaudited Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2012 and 2011
  8
   
Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2012 and 2011
  9
   
Notes to Unaudited Condensed Consolidated Financial Statements
  10
   
ITEM 3.    Quantitative and Qualitative Disclosures about Market Risk
27
   
ITEM 4.    Controls and Procedures
27
   
PART II. OTHER INFORMATION
 
   
ITEM 1.    Legal Proceedings
27
   
ITEM 1A  Risk Factors
28
   
ITEM 2.    Unregistered Sales of Equity Securities and Use of Proceeds
28
   
ITEM 3.    Defaults upon Senior Securities
29
   
ITEM 4.    Mine Safety Disclosures
29
   
ITEM 5.    Other Information
29
   
ITEM 6.    Exhibits
30
   
Signatures
31


 
2

 

PART I – FINANCIAL INFORMATION


ITEM 1.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and audited consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2011 and with the unaudited consolidated financial statements and related notes thereto presented in this Quarterly Report on Form 10-Q.
 
Forward-Looking Statements

Some of the statements contained in this report discuss future expectations, contain projections of results of operations or financial condition, or state other "forward-looking" information. The words "believe," "intend," "plan," "expect," "anticipate," "estimate," "project," "goal" and similar expressions identify such a statement was made. These statements are subject to known and unknown risks, uncertainties, and other factors that could cause the actual results to differ materially from those contemplated by the statements. The forward-looking information is based on various factors and is derived using numerous assumptions. Factors that might cause or contribute to such a discrepancy include, but are not limited to the risks discussed in this and our other SEC filings. We do not promise to update forward-looking information to reflect actual results or changes in assumptions or other factors that could affect those statements. Future events and actual results could differ materially from those expressed in, contemplated by, or underlying such forward-looking statements.

The following discussion and analysis of our financial condition is as of June 30, 2012.  Our results of operations and cash flows should be read in conjunction with our unaudited financial statements and notes thereto included elsewhere in this report and the audited financial statements and the notes thereto included in our Form 10-K for the year ended December 31, 2011.
 

Business Overview
 
Unless otherwise indicated, we use “WMT,” “the Company,” “we,” “our” and “us” in this report to refer to the businesses of Wound Management Technologies, Inc.

The Company markets and sells the patented CellerateRX® product in the expanding advanced wound care market; particularly with respect to diabetic wound applications.  As a result of aging populations and the increase of diabetes around the globe, treatment of wounds in diabetic patients is one of the most serious issues faced in healthcare today.
 
CellerateRX’s activated collagen (approximately 1/100th the size of native collagen) delivers the essential benefits of collagen to a wound immediately, where other forms of native, intact collagen in commercially available products require time for the body to prepare the collagen for use in the wound healing process. CellerateRX is cleared by the FDA as a medical device for use on all acute and chronic wounds, except third degree burns, and is ready for distribution in both gel and powder form.

CellerateRX is currently approved for reimbursement under Medicare Part B and no prescription is required.  The diabetic care and long term care markets, as well as the professional medical markets, are a major focus of our marketing efforts due to the prevalence of diabetic and pressure ulcers. We believe that these products are unique in composition, applicability and clinical performance, and demonstrate the ability to reduce costs associated with standard wound management.
 

 
 
3

 

Strategic Planning

Mr. Lutz initiated a Quarterly Strategic Planning meeting for senior staff beginning in April 2012 that was reported to Shareholders in an Annual Letter Press Release on May 29, 2012.  The Company developed a focused three year strategic plan and budget that calls for an attainable and disciplined approach for marketing and sales of our primary product line, CellerateRX®, via three major markets: Hospitals/Operating Rooms, Wound Care Centers and Long Term Care Facilities / Home Health Agencies. We believe that having products that address all three markets independently is imperative.   As a result of these efforts we are experiencing sales growth that, should it continue in line with current projections, would allow us to achieve sustained positive cash flow from operations by year end.
 
The Company has been successful in retaining the internal sales management team and network of distributors established by Juventas. Additionally, the Company has made numerous additions/changes to the distributors established by Juventas. They market and sell our products primarily in Hospitals and Wound Care Centers. The Hospital channel singularly represents a significant opportunity as our powder is now being used to facilitate the healing of surgical wounds in “high risk” patients throughout the entire surgical specialty spectrum.  Through this effort, we have a rapidly expanding group of appropriately trained field sales representatives working for 37 contracted Wound Management medical distributors.  This gives us national presence not only in the Hospital environment; they are also positively impacting the demand of CellerateRX in Wound Care Centers, Long Term Care Facilities, Home Health Agencies, and Physician offices nationwide. Importantly, we have been able to gain market acceptance in the “cost sensitive” Hospital environment, positioning CellerateRX as a positive wound care solution, both in associated product and labor costs and in effectiveness in healing surgical, chronic and acute wounds.

We remain committed to expanding our market reach with the help of strategic partners and have an updated agreement, in principle, with WellDyne (a health care company with over 20 million patients in its network). WellDyne is dedicating a sales team to CellerateRX to take our gel product directly to more Physicians, Long Term Care Facilities, Home Health Agencies, Pharmacies and patients. Douglas Taylor Exec VP, Sales and Market Development, expressed “WellDyne is extremely excited about the opportunity to market CellerateRX to our growing patient base. The product’s cost profile and clinical advantages will improve WellDyne’s ability to serve patients with diabetic ulcers and other wound care conditions”.
 
We also are refocusing our efforts and attention to address and emphasize quality distributors in international markets so that we can apply our US surgical market expertise to other countries. Providing value, improving patient outcomes and quality of life, and the associated cost reductions are a common vision shared by many country’s healthcare systems.
 
Preparing for the future expanding role of our products, we are studying the feasibility of three other markets where CellerateRX formulas could have great sales potential: dental, dermatology / plastic surgery and sunburn relief. We are committed to the completion of our feasibility studies and plan to launch a product into at least one of these areas in 2013 in conjunction with a strategic partner.

In addition to our wound care product line, we expect the Resorbable Bone Wax division will have our new bone wax approved and ready for the market by year end 2012.  Documentation has been submitted to the FDA and approval is pending.  We are currently planning our sales strategies for this exciting new product to add to our sales distribution model and are exploring partnering opportunities to properly address complete sales penetration of all potential markets.   This is in addition to the products currently in development by BioStructures, our licensed partner for bone void filler products based on our patent.

Results of Operations

Three and six months ended June 30, 2012 compared with the three and six months ended June 30, 2011:

Revenues.  The Company generated revenues for the three months ended June 30, 2012 of $269,813, as compared to revenues of $227,896 for the three months ended June 30, 2011, or 18% increase in revenues.  For the six months ended June 30, 2012, the Company generated revenue of $373,946, as compared to revenues of $1,163,110 for the six months ended June 30, 2011, or a 68% decrease in revenues.  In 2011, the Company’s revenue included a $500,000 receipt from the sale of certain distribution rights to the CellerateRX powder product as mentioned in Note 3. The Company did not sell any rights to distribute the CellerateRX products in first two quarters of 2012, but regular sales of the Company’s products did increase in 2012.
 
 
 
4

 
 
Cost of goods sold. Cost of goods sold for the three months ended June 30, 2012 were $193,608, as compared to costs of goods sold of $84,736 for the three months ended June 30, 2011, or a 128% increase. Cost of goods sold for the six months ended June 30, 2012 were $311,947, as compared to costs of goods sold of $179,153 for the six months ended June 30, 2011, or a 74% increase. The increase is the result of the Company’s increased cost of product and increased sales.
 
General and administrative expenses (“G&A"). G&A expenses for the three months ended June 30, 2012 were $493,754, as compared to G&A expenses of $793,583 for the three months ended June 30, 2011, or a, 38% decrease in G&A expenses.  G&A expenses for the six months ended June 30, 2012 were $684,463, as compared to G&A expenses of $1,808,186 for the six months ended June 30, 2011, or a, 62% decrease in G&A expenses. The decrease is due to reduced marketing, consulting, and payroll expenses in the first and second quarter of 2012.
 
Interest Income.   Interest income was $38,887 for the three months ended June 30, 2012, as compared to $86,260 for the three months ended June 30, 2011, or a 55% decrease. Interest income was $86,762 for the six months ended June 30, 2012, as compared to $135,701 for the six months ended June 30, 2011, or a 36% decrease.
 
Interest expense.  Interest expense was $55,239 for the three months ended June 30, 2012, as compared to $227,768 for the three months ended June 30, 2011, or a decrease of 76%.  Interest expense was $101,027 for the six months ended June 30, 2012, as compared to $594,189 for the six months ended June 30, 2011, or a decrease of 83%.  Interest expense has decreased in 2012 as the Company uses equity compensation to secure financing and reduce interest costs.
 
Debt related expense.  Debt related expense was $277,917 for the three months ended June 30, 2012, as compared to $2,272,924 for the three months ended June 30, 2011, or an 88% decrease.  Debt related expense was $505,853 for the six months ended June 30, 2012, as compared to $2,457,424 for the six months ended June 30, 2011, or a 79% decrease.  The Company engaged in significant financing activities in the first and second quarter of 2011 including a $1.6 million worth of note agreements with related equity compensation.  The Company did not engage in any major financing activities in the first two quarters of 2012.
 
Gain/Loss on debt settlement.   The gain on settlement was $0 for the three months ended June 30, 2012, as compared to a gain of $569,000 for the three months ended June 30, 2011. The loss on settlement was $10,324 for the six months ended June 30, 2012, as compared to a loss of $1,381,882 for the six months ended June 30, 2011, or a decrease of 99%. The decrease is primarily the result of the decrease in the amount of debt converted to stock and the lower stock value in 2012.
 
 Net Income/Loss. We had a net loss for the three months ended June 30, 2012 of $29,650, as compared to a net loss of $3,921,365 for the three months ended June 30, 2011.  The Company had net income for the six months ended June 30, 2012 of $257,855, as compared to a net loss of $6,601,274 for the six months ended June 30, 2011.The increase in net income is the result of increased sales as well as reduced costs related to debt settlement and warrant expense and the decrease in the fair value of the Company’s derivative liabilities.
 
Liquidity and Capital Resources
 
Historically, we have financed our operations primarily from the sale of debt and equity securities. Our financing activities generated $472,500 for the six months ended June 30, 2012, and $2,455,843 for the six months ended June 30, 2011.  We may need to raise additional capital to bring additional products to market in the future.
 
Off-Balance Sheet Arrangements
 
None.
 
 
 
5

 

Recent Accounting Pronouncements
 
For the period ended June 30, 2012, there were no other changes to our critical accounting policies as  identified in our Annual Report on Form 10-K for the year ended December 31, 2011.
 
 
Contractual Commitments

Federal Payroll Taxes.  The Company was delinquent in the payment of 2004-2005 tax liabilities with the Internal Revenue Service (the “IRS”).  A tax lien was filed against the Company in December 2009. On January 28, 2012 the Company made payment in the amount of $122,223 to the IRS for the balance due for payroll tax liabilities from 2004-2005.  Approximately $116,075 was applied to the outstanding tax liability while the remaining balance was applied to related fees and interest.  Additional interest payments in the amount of $8,026 were made in the second quarter.  As of the date of this filing the Company is in the process of attempting to settle the remaining obligation of approximately $208,142 related to fees and interest and the final amount due will be subject to negotiations with the IRS.

Royalty Agreement.  Effective November 28, 2007, Wound Care Innovations, LLC ("WCI") entered into separate exclusive license agreements with Applied Nutritionals, LLC (“Applied”) and its founder George Petito, pursuant to which WCI obtained the exclusive world-wide license to make products incorporating intellectual property covered by a patent related to CellerateRX products.  In consideration for the licenses, WCI agreed to pay to Applied  the following royalties, beginning January 3, 2008: (a) an upfront royalty of $100,000 in the aggregate, (b) an aggregate royalty of fifteen percent (15%) of gross sales occurring during the first year of the license; (c) an additional upfront royalty of $400,000, in the aggregate, which was paid October, 2009; plus (d) an aggregate royalty of three percent (3%) of gross sales for all sales occurring after the payment of the $400,000 upfront royalty. In addition, WCI must maintain a minimum aggregate annual royalty payment of $375,000 for 2009 and thereafter, if the royalty payments made do not meet or exceed that amount.  The total unpaid royalties as of December 31, 2011 was $428,238. As of June 30, 2012, the balance due to Applied is $615,738.


 
6

 

ITEM 2.  FINANCIAL STATEMENTS
 
WOUND MANAGEMENT TECHNOLOGIES, INC. AND SUBSIDIARIES
 
CONDENSED CONSOLIDATED BALANCE SHEETS
 
JUNE 30, 2012 (UNAUDITED) AND DECEMBER 31, 2011 (AUDITED)
 
             
ASSETS
 
June 30, 2012
   
December 31, 2011
 
             
CURRENT ASSETS:
           
   Cash
  $ -     $ 3,608  
   Accounts Receivable, net
    154,989       63,738  
   Inventory, net
    309,735       271,203  
   Employee Advances
    4,799       27,140  
   Notes Receivable - Related Parties
    493,233       959,449  
   Accrued Interest - Related Parties
    24,178       122,090  
   Deferred Loan Costs
    8,513       41,742  
   Prepaid and Other Assets
    217,251       100,214  
Total Current Assets
    1,212,698       1,589,184  
                 
LONG-TERM ASSETS:
               
   Property and Equipment, net
    -       -  
   Intangible Assets, net
    400,398       432,675  
   Deferred Loan Costs
    22,407       26,090  
   Other Assets
    27,137       27,137  
   Note Receivable
    1,500,000       1,750,000  
   Accrued Interest
    -       7,431  
Total Long-Term Assets
    1,949,942       2,243,333  
                 
TOTAL ASSETS
  $ 3,162,640     $ 3,832,517  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
 
                 
CURRENT LIABILITIES:
               
   Bank Overdraft
  $ 11,913     $ -  
   Accounts Payable
    245,269       4,804  
   Accrued Royalties
    615,738       428,238  
   Accrued Liabilities
    208,226       411,686  
   Accrued Interest - Related Parties
    8,152       2,137  
   Accrued Interest
    56,404       60,261  
   Derivative Liabilities
    2,468,992       5,417,525  
   Notes Payable - Related Parties
    296,920       500,000  
   Notes Payable, net of discount
    1,254,442       58,189  
Total Current Liabilities
    5,166,056       6,882,840  
                 
LONG-TERM LIABILITIES
               
   Notes Payable, net of discount
    183,664       275,041  
   Debentures, net of discount
    263,791       534,651  
Total Long-Term Liabilities
    447,455       809,692  
                 
TOTAL LIABILITIES
    5,613,511       7,692,532  
                 
STOCKHOLDERS' EQUITY (DEFICIT)
         
Series A Preferred Stock, $10 par value, 5,000,000
shares authorized; 0  issued and outstanding
    -       -  
Series B Preferred Stock, $10 par value, 75,000 shares
authorized; 0  issued and outstanding
    -       -  
Common Stock: $.001 par value; 100,000,000 shares
authorized; 63,309,540 Issued and 63,305,451
outstanding as of June 30, 2012 and 58,754,110 issued
and 58,750,021 outstanding as of December 31, 2011.
    63,309       58,754  
    Additional Paid-in Capital
    34,411,966       33,265,232  
    Treasury Stock
    (12,039 )     (12,039 )
    Accumulated Deficit
    (36,914,107 )     (37,171,962 )
Total Stockholders' Equity (Deficit)
    (2,450,871 )     (3,860,015 )
TOTAL LIABILITIES AND STOCKHOLDERS'
         
EQUITY (DEFICIT)
  $ 3,162,640     $ 3,832,517  
                 
The accompanying notes are an integral part of these condensed consolidated financial statements.
 
 
 
 
7

 
 
WOUND MANAGEMENT TECHNOLOGIES, INC. AND SUBSIDIARIES
 
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2012 AND 2011
 
                         
   
THREE MONTHS
   
THREE MONTHS
   
SIX MONTHS
   
SIX MONTHS
 
   
ENDED
   
ENDED
   
ENDED
   
ENDED
 
   
June 30,2012
   
June 30, 2011
   
June 30,2012
   
June 30, 2011
 
         
Restated
         
Restated
 
                         
REVENUES
  $ 269,813     $ 227,896       373,946     $ 1,163,110  
                                 
COST OF GOODS SOLD
    193,608       84,736       311,947       179,153  
                                 
GROSS PROFIT
    76,205       143,160       61,999       983,957  
                                 
GENERAL AND ADMINISTRATIVE EXPENSES:
                               
                                 
General and Administrative Expenses
    493,754       793,583       684,463       1,808,186  
Depreciation / Amortization
    16,138       117,774       32,276       235,713  
INCOME (LOSS) FROM CONTINUING OPERATIONS:
    (433,687 )     (768,197 )     (654,740 )     (1,059,942 )
                                 
OTHER INCOME (EXPENSES):
                               
Gain (Loss) on Debt Settlement
    -       569,000       (10,324 )     (1,381,882 )
Change in fair value of  Derivative Liability
    620,102       (550,034 )     2,672,353       (294,084 )
Cost to Reacquire Distributorship
    78,204       -       (1,229,316 )     -  
Warrant Expense
    -       (757,702 )     -       (949,454 )
Interest Income
    38,887       86,260       86,762       135,701  
Interest Expense
    (55,239 )     (227,768 )     (101,027 )     (594,189 )
Debt related Expense
    (277,917 )     (2,272,924 )     (505,853 )     (2,457,424 )
                                 
LOSS BEFORE INCOME TAXES
    (29,650 )     (3,921,365 )     257,855       (6,601,274 )
   Current tax expense
    -       -       -       -  
   Deferred tax expense
    -       -       -       -  
NET INCOME (LOSS)
  $ (29,650 )   $ (3,921,365 )     257,855     $ (6,601,274 )
                                 
Basic and diluted loss per share of common stock
  $ (0.00 )   $ (0.07 )     0.00     $ (0.13 )
                                 
Weighted average number of common shares outstanding
    63,017,092       56,297,804       60,826,178       51,384,860  
                                 
                                 
The accompanying notes are an integral part of these condensed consolidated financial statements.
 
 
 
 
 
8

 
 
WOUND MANAGEMENT TECHNOLOGIES, INC. AND SUBSIDIARIES
 
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 
FOR THE SIX MONTHS ENDED JUNE 30, 2012 AND 2011
 
             
   
2012
   
2011
 
         
Restated
 
Cash flows from operating activities:
           
Net income (loss) from continuing operations
  $ 257,855     $ (6,601,274 )
Adjustments to reconcile net loss to net cash provided (used) in
         
Operating activities:
               
Depreciation and amortization
    32,277       235,713  
Amortization of discounts and deferred costs
    333,771       141,181  
Stock issued as payment for services
    -       161,600  
Warrant Expense
    118,000       949,454  
Non-cash debt related costs
    65,090       -  
Stock issued for debt related costs
    -       3,163,580  
Re-acquisition of distributorship
    907,872       -  
(Gain) loss on fair market value of derivative liabilities
    (2,672,355 )     294,084  
(Gain) loss on debt settlement
    10,324       1,381,882  
Prepayment Expense
    (31,638 )     -  
Non-cash expenses
    -       173,029  
Changes in assets and liabilities:
               
(Increase) decrease in accounts receivable
    (91,251 )     320,710  
(Increase) decrease in inventory
    (16,404 )     (7,091 )
(Increase) decrease in employee advances
    22,341       -  
(Increase) decrease in accrued interest receivable - related parties
    (16,519 )     (63,759 )
(Increase) decrease in accrued interest receivable
    (70,244 )     (68,917 )
(Increase) decrease in prepaids and other assets
    (12,764 )     (76,205 )
Increase (decrease) in allowance for uncollectible interest
    66,946       -  
Increase (decrease) in accrued royalties
    187,500       (352,736 )
Increase (decrease) in accounts payable
    35,977       (6,506 )
Increase (decrease) in accrued liabilities
    (81,237 )     92,951  
Increase (decrease) in accrued interest payable - related parties
    8,152       15,517  
Increase (decrease) in accrued interest payable
    86,447       60,295  
Net cash flows provided (used) in operating activities
    (859,860 )     (186,492 )
                 
Cash flows from investing activities:
               
Purchase of notes receivable - related parties
    -       (4,855,566 )
Proceeds from notes receivable - related parties
    371,839       2,741,715  
Net cash flows used in investing activities
    371,839       (2,113,851 )
                 
Cash flows from financing activities:
               
Net change in bank overdraft
    11,913       -  
Proceeds from notes payable - related parties
    315,200       722,943  
Payments on notes payable - related parties
    (21,200 )     (1,576,968 )
Proceeds from notes payable
    391,000       3,128,500  
Payments on notes payable
    (560,000 )     (925,332 )
Proceeds from debentures
    347,500       -  
Proceeds from sale of stock
    -       944,700  
Proceeds from stock subscriptions receivable
    -       157,000  
Proceeds from stock subscriptions payable
    -       5,000  
Net cash flows provided by financing activities
    484,413       2,455,843  
                 
Increase (decrease) in cash
    (3,608 )     155,500  
                 
Cash and cash equivalents, beginning of period
    3,608       50,835  
Cash and cash equivalents, end of period
  $ -     $ 206,335  
                 
                 
Cash paid during the period for:
               
Interest
  $ 6,428     $ 2,552  
Income Taxes
    -       -  
                 
Supplemental non-cash investing and financing activities:
               
Common stock issued for debt conversion
  $ 633,000     $ 1,381,882  
Common stock issued for services
  $ -     $ 161,600  
Common stock issued for debt related costs
  $ 1,200     $ 3,163,580  
                 
The accompanying notes are an integral part of these condensed consolidated financial statements.
 

 
 
 
9

 

 
WOUND MANAGEMENT TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2012



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The terms “WMT,” “we,” “the Company,” and “us” as used in this report refer to Wound Management Technologies, Inc.  The accompanying unaudited condensed consolidated balance sheet as of June 30, 2012 and unaudited condensed consolidated statements of operations for the six months ended June 30, 2012 and 2011 have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements.  In the opinion of management of WMT, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.  Operating results for the six month period ended June 30, 2012 are not necessarily indicative of the results that may be expected for the year ending December 31, 2012 or any other period.  These financial statements and notes should be read in conjunction with the financial statements for each of the two years ended December 31, 2011 and December 31, 2010, included in the Company’s Annual Report on Form 10-K.  The accompanying audited consolidated balance sheet as of December 31, 2011 has been included for comparison purposes in the accompanying balance sheet.  Certain prior year amounts have been reclassified to conform to current year presentation.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of WMT and its wholly-owned subsidiaries:  Wound Care Innovations, LLC a Nevada limited liability company (“WCI”),; BioPharma Management Technologies, Inc., a Texas corporation (“BioPharma”); Resorbable Orthopedic Products, LLC, a Texas limited liability company (“Resorbable”); and Secure eHealth, LLC a Nevada limited liability company (“eHealth”).  eHealth was purchased on February 1, 2010 and sold on December 29, 2011.  The accounts of eHealth are included for the period it was under the control of the Company. All intercompany accounts and transactions have been eliminated.

Fair Value Measurements

As defined in Accounting Standards Codification (“ASC”) Topic No. 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable.   ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).   This fair value measurement framework applies at both initial and subsequent measurement.

The three levels of the fair value hierarchy defined by ASC Topic No. 820 are as follows:

Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities.
 
 
 
10

 

Level 2 – Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars.
 
Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.

At June 30, 2012, the Company’s financial instruments consist of the derivative liabilities related to stock purchase warrants and the beneficial conversion features of certain outstanding debentures and notes payable.  The derivative liability on stock purchase warrants was valued using the American Options Binomial Method, a Level 3 input.  The fair value of the beneficial conversion features is calculated in accordance with ASC Topic No. 470-20-25-4. The change in fair value of the derivative liabilities is classified in other income (expense) in the statement of operations.

Our intangible assets have also been valued using the fair value accounting treatment and a description of the methodology used, including the valuation category, is described below in Note 6 “Intangible Assets.”

Beneficial Conversion Feature of Convertible Notes Payable

The convertible feature of certain notes payable provides for a rate of conversion that is below the market value of the Company’s common stock (the “Common Stock”). Such a feature is normally characterized as a "Beneficial Conversion Feature" ("BCF"). In accordance with ASC Topic No. 470-20-25-4, the intrinsic value of the embedded beneficial conversion feature present in a convertible instrument shall be recognized separately at issuance by allocating a portion of the debt equal to the intrinsic value of that feature to additional paid in capital.  When applicable, the Company records the estimated fair value of the BCF in the condensed consolidated financial statements as a discount from the face amount of the notes. Such discounts are accreted to interest expense over the term of the notes.

NOTE 2 - GOING CONCERN

The Company has current liabilities in excess of current assets and has a stockholders’ deficiency. The Company has had limited operations and has not been able to develop an ongoing, reliable source of revenue to fund its existence.  The Company’s day-to-day expenses have been covered by proceeds obtained, and services paid by, the issuance of stock and notes payable.  The adverse effect on the Company’s results of operations due to its lack of capital resources can be expected to continue until such time as the Company is able to generate additional capital from other sources.  These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

These unaudited interim condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.  The continuation of the Company as a going concern is dependent upon the success of the Company in obtaining additional funding and the success of its future operations.   The ability of the Company to achieve these objectives cannot be determined at this time.

NOTE 3 - SIGNIFICANT TRANSACTIONS

Asset and Business Acquisitions
 
 
 
11

 

On February 1, 2010, the Company entered into a purchase agreement with VHGI Holdings, Inc. (“VHGI”), a Delaware corporation.  The total purchase price of $500,000, which consisted of $100,000 in cash and a promissory note in the principal amount of $400,000 (the “WMT Note”), was paid for certain assets and liabilities. On December 29, 2011 all of these assets and liabilities were sold along with the eHealth subsidiary with the exception the  $1,500,000 Senior Secured Convertible Promissory Note Receivable issued by Private Access, Inc. (the “Private Access Note” see Note 4 “Notes Receivable”).

Scott A. Haire, the Company's former Chief Financial Officer (“CFO”), also served as Chairman and the Chief Financial Officer of VHGI.  Based on shares outstanding as of the Annual Report on Form 10-K filed by VHGI for the year ended December 31, 2011, Mr. Haire beneficially owns, individually and through H.E.B., LLC, a Nevada limited liability company (“HEB”) of which Mr. Haire is the managing member, 25% of the outstanding common stock of VHGI.

Distribution Agreement

As disclosed in our Form 8-K filing on April 14, 2011, Juventas, LLC (“Juventas”) purchased the exclusive right to sell the CellerateRX powder products in North America. This multi-year agreement has escalating sales requirements for Juventas to retain such exclusive rights.  We received an ‘upfront’ non-refundable payment of $500,000 from Juventas for this exclusive right to distribute CellerateRX powder, which was recorded as revenue in the first quarter of 2011.

The Distribution Agreement was subsequently amended on November 23, 2011, at which point the Company and WCI entered into a Note Purchase Agreement pursuant to which they issued to Juventas a Convertible Secured Promissory Note in the amount of $500,000 (see Note 5 “Notes Payable”).  In connection with the Note Purchase Agreement, the Company, WCI, and certain of their affiliates entered into a security agreement with Juventas, pursuant to which the Promissory Note was secured by all inventory of the Company and WCI (together with any proceeds of such inventory). Additionally, certain affiliates of the Company entered into guaranty agreements with Juventas with respect to amounts owed under the Promissory Note (the “Guarantees” and, collectively with the Distribution Agreement, the Promissory Note, the Security Agreement, and the Guarantees, the “Juventas Agreements”).

On March 20, 2012, the Company, Juventas, and certain other parties entered into a Settlement Agreement and Mutual Release (the “Settlement Agreement”), pursuant to which the Juventas Agreements were effectively terminated and all amounts owed and other claims thereunder were settled as more specifically set forth therein. As the result of the Settlement Agreement, the Company has reacquired its North American distribution rights, as well as the rights under certain sub-distribution agreements entered into by Juventas in respect of WCI’s CellerateRX Powder product.

In connection with the Settlement Agreement, the Company, WCI, and certain of their affiliates (collectively, the “Company Parties”), issued to Juventas a Secured Promissory Note in the principal amount of $930,000.  The Company Parties also entered into a security agreement with Juventas pursuant to which the note was secured by all inventory of the Company Parties (together with any proceeds of such inventory), and certain affiliates of the Company entered into guaranty agreements with Juventas with respect to amounts owed under the note.

On March 20, 2012, the Company executed a secured promissory note payable to Juventas, LLC in the amount of $930,000 related to the Settlement Agreement (see Note 3).  As of June 30, 2012, the principal balance of $930,000 and $20,791 of accrued interest remained due.  In July 2012, the Company reached agreement with Juventas that upon payment of $880,000, all remaining principal of, and accrued interest on, the Juventas secured promissory note would be forgiven. The Company made such payment in July of 2012, at which point the note was cancelled. (See Note 11 “Subsequent Events).

Officers and Directors

On March 22, 2012 Robert Lutz, Jr. was appointed to the Board of Directors of the Company.  In addition, Scott A. Haire resigned as Chairman of the Board of Directors and as Chief Executive Officer of the Company, and Deborah Jenkins Hutchinson resigned as President of the Company, and Mr. Lutz was elected as the new Chairman of the Board, Chief Executive Officer and President of the Company. Mr. Haire continued to serve as CFO and a Director until his resignation on May 25, 2012.
 
 
 
12

 

Ms. Jenkins Hutchinson remained a director of the Company.  On February 9, 2012 Mr. Steve Evans resigned as a Director. On June 5, 2012, Mr. Gilbert Valdez resigned as a Director.

On March 23, 2012 Mr. Frank Wolfe, III joined the Company as VP of Sales.  Mr. Wolfe was a member of the Juventas management team and has carried their sales initiatives forward for the Company.

Legal

On or about June 4, 2012, the United States Securities and Exchange Commission filed a Complaint against the Company and Scott A. Haire, a former officer and director of the Company, in the United States District Court for the Southern District of Florida.  The Complaint alleges that from at least July through November 2009, the Company and Haire engaged in a fraudulent scheme and market manipulation involving the Company’s stock.  The Complaint alleges that (a) Haire arranged to sell Company restricted stock to an FBI agent posing as the trustee of a pension fund and to pay that person a kickback for engaging in the transaction; and (b) Haire arranged to make payments to a fictitious person, putatively a broker, in exchange for the broker’s trading in company stock timed with Company press releases.  The Complaint asserts claims for violations of Section 17(a) (1) of the Securities Act and Section 10(b) of the Securities Exchange Act and Rule 10b-5 promulgated thereunder.  The Complaint seeks (a) a declaration that the Company and Haire committed those violations; (b) an injunction against the further commission of such violations; (c)disgorgement; (d) civil money penalties; (e) an order barring Haire from participating in any offering of a penny stock; and (f) an order barring Haire from acting as an officer or director of any issuer that has a class of securities registered pursuant to Section 12 of the Securities Exchange Act or that is require to tile reports pursuant to Section 15(d) of the Securities Exchange Act.

The Company, separate from Mr. Haire, is engaged in settlement discussions with the Securities and Exchange Commission concerning a potential settlement of the action against the Company, and has requested and obtained an extension of time until September 4, 2012 in which the Company is required to answer or otherwise respond to the Complaint to allow those settlement discussion to conclude.

On July 13, 2012, Tonaquint, Inc. (“Tonaquint”) filed suit against the Company and certain of its affiliates in connection with a Securities Purchase Agreement by and between Tonaquint and the Company under which Tonaquint purchased a Secured Convertible Promissory Note in the original principal amount of $560,000. The suit alleges, among other things, a failure of the Company to make certain payments and to honor a conversion notice delivered pursuant to the Secured Convertible Promissory Note. The Company is defending this suit and is currently in negotiations to reach a settlement agreement.
 
 
 
13

 

NOTE 4 – NOTES RECEIVABLE

Notes Receivable – Related Party
 
The following is a summary of amounts due from related parties, including accrued interest separately recorded, as of June 30, 2012:

Related party
Nature of relationship
Terms of the agreement
Principal amount
Accrued Interest
         
Secure eHealth
 
Secure eHealth was a 100% owned subsidiary
of the Company until December 2011. Scott
Haire, former CFO of Wound Management, is
the managing member of Secure eHealth.
Unsecured line of credit with
interest accrued at rate of 1%
per annum, due on demand.
$293,233
$733
         
Commercial
Holding, AG
Commercial Holding AG, LLC has provided
 previous lines of credit to affiliates of WMT.
Unsecured note with interest
accrued at rate of 10% per annum,
due on demand.
     200,000
 
 
23,445
         
TOTAL
   
$493,233
$24,178

Notes Receivable
 
The Private Access Note is with an unrelated company and the loan of $1,500,000 accrues interest at 9% per annum from the day of purchase to the maturity date of July 31, 2013.  As of June 30, 2012 the Company has accrued $479,994 interest and has established an allowance for this same amount.  According to the terms of the Assignment and Assumption Agreement between VHGI, Private Access, Inc. (“Private Access”) and the Company, VHGI assigned all rights, title and interest in the Private Access Note, including the right to serve as collateral agent for the collateral pledged as security by Private Access, to the Company.  Under the terms of the Security Agreement dated August 3, 2009, which was assigned to the Company by VHGI, the Company, and other investors hold pro rata security interests in all property of Private Access including its intellectual property.

The  Company received five $50,000 secured notes, with the same unrelated party as part of the June 21, 2011 note payable and warrant purchase agreement (see note 5) for a total note receivable balance of $250,000.  Each $50,000 5% secured note receivable had a maturity date 49 months from the initial funding.  On April 25, 2012, the note holder elected to offset the $250,000 notes receivable and $10,729 in accrued interest receivable against the related note payable and accrued interest payable.  Following the offset, the balance of the five secured notes receivable and the related accrued interest is zero.




 
14

 

NOTE 5 NOTES PAYABLE

Notes Payable – Related Parties

Funds are advanced to the Company from various related parties, including from Mr. Robert Lutz.  Other shareholders fund the Company as necessary to meet working capital requirements and expenses. The following is a summary of amounts due to related parties, including accrued interest separately recorded, as of June 30, 2012:
 
 
Related party
Nature of relationship
Terms of the agreement
Principal amount
Accrued Interest
Lutz, Investments LP
Mr. Lutz is the CEO of the Company
Convertible note payable due
March 31, 2012.  The note is
convertible at $0.19 per share.  
As of June 30, 2012 the note has
not been converted and is past due.
$200,000
$3,237
         
Mr. Robert Lutz
Mr. Lutz is the CEO of the Company
Unsecured $25,000 line of credit with
interest accrued at 10% per annum,
due on demand.   Available line as of
June 30, 2012 is $20,000.
$5,000
$4
         
MAH Holding, LLC
 
MAH Holding, LLC has provided
 previous lines of credit to affiliates
of WMT.
Unsecured note with interest accrued at
10% per annum, due on demand.
$91,920
$4,911
         
Total
   
$296,920
$8,152

Notes Payable

On December 28, 2010, the Company issued a note in the amount of $50,000 to an unrelated party. The note and interest, accrued at 12%, had a maturity date of February 28, 2011.  In consideration of the note, the Company issued 160,000 shares of Common Stock valued at $56,000.  The Company recorded the value of the Common Stock and $3,100 of issuance costs as a loan origination fee in the fourth quarter of 2010. The entire balance due on this note, including accrued interest, was paid in full in February of 2011.

In the first quarter of 2011, the Company issued debt in the amount of $1,660,000 to various unrelated parties.  The terms of the debt are as follows:  (i) interest accrues at 10% per annum; (ii) maturity date is six months from the date of issuance; and (iii) debt is secured by a first priority interest in the inventory of the Company and is senior to all other obligations of the Company.   Additionally, the Company agreed to issue a total of 4,150,000 shares of Common Stock to the lenders at a price of $0.01 per share, the value of which reduced the balance of the notes payable. The Company issued 3,900,000 of the shares in the first quarter of 2011 and recorded the difference between the fair market value of the stock and the $39,000 reduction in notes payable as a loan origination fee in the amount of $2,276,250.  The remaining 250,000 shares were issued in the second quarter of 2011 and a loan origination fee in the amount of $153,750 was recorded in addition to a $2,500 reduction to the notes payable.  The entire principal balance and all accrued interest payable due to these lenders was paid in full as of December 31, 2011.

On January 11, 2011 the Company executed a promissory note in the amount of $200,000 to an unrelated party.  In consideration for the note, the Company issued 200,000 shares of Common Stock valued at $112,000 as a loan origination fee.  The note payable and interest, accrued at 10%, was paid in full in February of 2011.

On January 10, 2011, the Company executed two promissory notes to two unrelated parties in the amount of $50,000 each.  The notes and interest, accrued at 24% per annum, matured two months from the issuance date. An additional note payable in the amount of $100,000 with the same terms was issued to a third party on January 14, 2011.  The Company issued a total of 400,000 shares of Common Stock in the first quarter for a total reduction to the notes payable in the amount of $8,000.  The remaining note balances including $8,000 of accrued interest were paid in full as of March 31, 2011.
 
 
 
15

 

On May 27, 2011, the Company executed a senior promissory note in the amount of $125,000 with an unrelated party.  In consideration for the note, the Company agreed to issue 370,000 shares of Common Stock valued at $234,950 as a loan origination fee.  The shares of stock were issued in the third quarter and as of December 31, 2011 the note balance was paid in full.

On June 3, 2011, the Company executed a short-term promissory note in the amount of $75,000 to an unrelated party. The note was repaid in full as of June 30, 2011.

On June 17, 2011, the Company executed three senior promissory notes to unrelated parties in the total amount of $250,000. The terms of the debt are as follows: (i) interest accrues at 12% per annum; (ii) maturity date is three months from the date of issuance; (iii) the Company will issue 475,000 shares of Common Stock; and (iv) the Company will issue to the Lenders five-year warrants to purchase a total of 475,000 shares of Common Stock at a price of $0.60 per share.  The 475,000 Common Shares were issued in the third quarter of 2011 and the fair market value of the stock has been recorded as a loan origination fee in the amount of $332,750.  The Company measured the fair value of the warrants and recorded a 100% discount against the principal of the notes. The discount is being accreted to interest expense over the term of the notes using the effective interest method.   In September of 2011, the Company executed an agreement extending the due date of one of the notes in the amount of $62,500 to October 31, 2011.  The Company also executed two additional agreements extending the due dates of the remaining notes to November 31, 2011.  In the first quarter of 2012, the Company issued a total of 500,000 additional stock purchase warrants with an exercise price of $0.60 to the lenders as consideration for late payment. As of March 31, 2012, all principal and interest due to these lenders was paid in full and the discount related to the notes was fully amortized.

On September 2, 2011, the Company executed two short-term promissory notes with two unrelated parties for a total of $55,000.   Both notes were paid in full as of September 30, 2011.

In January of 2012, the Company executed a non-interest bearing promissory note in the amount of $20,000 to an affiliate of Juventas, LLC.  The note matures on May 20, 2012.  The note was paid in full on April 3, 2012.

On March 20, 2012, the Company executed a secured promissory note payable to Juventas, LLC in the amount of $930,000 related to the Settlement Agreement (see Note 3).  As of June 30, 2012, the principal balance of $930,000 and $20,791 of accrued interest remained due.  In July 2012, the Company reached an agreement with Juventas that upon payment to Juventas of $880,000 all remaining principal of, and accrued interest on, the Juventas secured promissory note would be forgiven.  The Company made such payment in July 2012, at which point the note was cancelled. (See Note 11 “Subsequent Events).

On June 11, 2012, the Company executed a purchase order financing agreement with an unrelated party. As part of the agreement, a $50,000 note payable, with interest accrued at 10% per annum, was executed.  The proceeds of the note were paid to Applied Nutritionals as part of an inventory down payment. The lender will be reimbursed as the inventory is sold. As of June 30, 2012, the balance remaining due on this note and accrued interest payable are $50,000 and $278 respectively.

Convertible Notes Payable

OCTOBER 28, 2010 CONVERTIBLE NOTES

On October 28, 2010, the Company executed four convertible promissory notes to unrelated parties with a combined total face amount of $390,000 and a funded amount of $250,000.  The maturity date for each of the notes was February 28, 2011 and there was no stated interest rate.   In accordance with ASC Topic No. 470-20-25-4 a discount in the amount of $202,800 was calculated as the total value of the beneficial conversion feature and was amortized over the term of the notes.  Upon the February 28, 2011 maturity date, $275,000 of the balance owed was converted into 1,100,000 shares of Common Stock.   An additional $20,000 of the balance owed was arranged to be converted into 80,000 shares of Common Stock which were issued in the second quarter of 2011. The remaining balance owed on the notes was paid in full in March of 2011.
 
 
 
16

 

As consideration for making the above mentioned loans, a combined total of 800,000 warrants were issued to the lenders to purchase shares of Common Stock.  The warrants have an exercise price of $.25, $.50, $.75 and $1.00 in increments of 200,000, respectively.  All the warrants expire 5 years from the date of issuance. The fair value of the warrants on the date of issuance was calculated using the American-Binomial option pricing model at each of the above mentioned exercise prices.  The $304,000 value of the warrants was recorded as a capital contribution and loan origination expense at the date of issuance.

DECEMBER 28, 2010 CONVERTIBLE NOTE

On December 28, 2010, a convertible promissory note was executed in the amount of $50,000 to an unrelated party.  The note, which accrues interest at 8% per annum, had a maturity date of September 30, 2011.  The note agreement included a $3,000 discount which was amortized over the nine-month term of the loan.  The note was convertible into shares of Common Stock at a 45% discount.  In July of 2011, the Company issued 235,603 shares of Common Stock in payment of the principal balance and all accrued interest.  The Company also amortized the remaining discount of $985 and recorded a loss on the conversion in the amount of $52,066.

APRIL 4 & MAY 20, 2011 CONVERTIBLE NOTES

On April 4, 2011 and May 20, 2011, the Company executed convertible promissory notes with the same terms to the same unrelated party in the amounts of $50,000 and $30,000, respectively.  The notes matured nine months from the date of issuance and accrued interest at 8% per annum.  In the event of default the interest rate increased to 22%. The Note holder had the right to convert any outstanding principal and accrued interest payable, at a conversion price per share equal to 55% of the average of the three lowest closing prices of the Common Stock for the 10 day trading period ending on the latest complete trading day before the conversion date.

In accordance with ASC Topic No. 470-20-25-4, the Company recognized the intrinsic value of the embedded beneficial conversion feature of $77,418 as discount that reduced the carrying value of the convertible notes. The discount was accreted to interest expense over the term of the notes.

In the fourth quarter of 2011, the principal balance of $50,000 and $2,000 of accrued interest payable related to the April 4 note was converted into 351,758 shares of Common Stock.  The $30,000 of principal and $1,200 of accrued interest payable related to the May 20 note was converted into 269,676 shares of Common Stock. The remaining discount related to these notes was accreted to interest expense and the balance of due on these notes as of December 31, 2011 was zero.

JUNE 9, 2011 CONVERTIBLE NOTES

On June 9, 2011, the Company executed three convertible promissory notes to unrelated parties in the total amount of $300,000.  The notes accrued interest at 10% and matured six months from the issue date.  The notes were convertible into shares of Common Stock at the lesser of $0.40 per share or 50% of the lowest bid price in the five days preceding the conversion date. In addition, the Company issued to such investors a total of 999,999 three-year detachable warrants to purchase shares of Common Stock at an exercise price of $0.40 per share.

In accordance with ASC 470-20, the proceeds of $300,000 were allocated based on the relative fair values of the convertible notes and the detachable warrants at the time of issuance. The Company allocated $198,876 of the proceeds to the detachable warrants and recorded an equivalent discount.  The Company then recognized the intrinsic value of the embedded beneficial conversion feature of $101,124 as an equivalent discount for a total discount of $300,000. The discount was accreted to interest expense over the term of the notes using the effective interest method.

In the fourth quarter of 2011, these notes were assumed by eHealth as part of the Assignment and Assumption agreement in which the Company’s 100% ownership of eHealth was transferred to HEB, LLC and Commercial Holdings AG, LLC (see Note 3 “Significant Transactions”).  The $300,000 of principal owed on these notes as well as $16,767 of accrued interest payable was transferred to Secure eHealth in the transaction.  All remaining discounts have been expensed to interest expense.  As of December 31, 2011 the balance due on the June 9 convertible notes was zero.
 
 
 
17

 

JUNE 21, 2011 CONVERTIBLE NOTE

On June 21, 2011, the Company entered into a note and warrant purchase agreement whereby the Company issued and sold, and an unrelated party purchased: (i) a convertible promissory note of the Company in the principal amount of $560,000 bearing a 12% interest rate and maturity date of June 21, 2015 (ii) two warrants, each giving the holders the right to purchase 250,000 shares of Common Stock. Additionally upon closing, the Company issued to the lender 100,000 shares of Common Stock of the Company valued at $60,000 as a loan origination fee. In consideration for the issuance and sale of the note and warrants, the lender paid cash in the amount of $250,000 and issued five $50,000 5% secured notes, each with a maturity date 49 months from the initial funding date.  The $60,000 variance between the face value of the note and the funds received represents a 9.1% original issue discount of $50,000 and a $10,000 payment obligation with respect to certain fees and expenses.

The note is convertible into shares of Common Stock, at the option of the lender, at a price per share equal to (a) the principal and interest to be converted divided by (b) 70% of the lowest trade price for the thirty (30) trading days immediately preceding conversion. The principal and interest subject to conversion under the note shall be eligible for conversion in tranches, as follows: (1) an initial tranche in an amount equal to $310,000 and any interest or fees accrued thereon, and (5) five additional subsequent tranches each in an amount equal to $50,000 and any interest or fees accrued thereon.  The first tranche of $310,000, representing the amounts paid by the investor upon the closing of the transaction, may be converted at the lender’s option at any time.  The lender’s right to convert any of the subsequent tranches is conditioned upon the lender’s payment of the corresponding 5% secured note receivable (see note 4).  Accordingly, principal and interest under the note may only be converted by the lender in proportion to the amounts paid under each of the 5% secured notes.

Both warrants are exercisable for a period of five years from the initial funding date, and entitle the investor to purchase 250,000 shares of Common Stock.  The first warrant is exercisable at $0.50 per share and the second at $1.00 per share.

The Company measured the fair value of the warrants and the beneficial conversion feature of the note and recorded a discount against the principal of the note. The discount is being accreted to interest expense over the term of the notes using the effective interest method. The unamortized discount balance as of June 30, 2012 is $244,058.

On April 25, 2012, the Note Holder issued a notice of default and failure to deliver related to the Company’s failure to issue shares of common stock upon receipt of the Note Holder’s notice of conversion for the principal amount of $10,000.  The Note Holder  elected to offset the five $50,000 5% secured notes and the related interest in the amount of $10,729 against the accrued interest payable and principal balance of the note payable.  Additionally, in compliance with the original note agreement, the Company incurred a penalty equal to 1.5% of the conversion amount ($10,000) per day and will continue to accrue the default expense until the default is resolved.  The penalty amount is being added to the principal balance of the note. The principal balance and accrued interest payable balance due on the note as of June 30, 2012, after offsetting the notes receivable balance and including the addition of the default penalty, is $427,722 and $7,165 respectively.

JULY 13, AUGUST 18, & OCTOBER 7 2011 CONVERTIBLE NOTES

On July 13, 2011, August 18, 2011, and October 7, 2011 the Company executed convertible promissory notes with the same terms to the same unrelated party in the amounts of $40,000, $50,000, and $30,000 respectively.  The notes mature nine months from the date of issuance and accrue interest at 8% per annum.  In the event of default the interest rate will increase to 22%. The Note holder has the right to convert any outstanding principal and accrued interest payable, into shares of Common Stock at a conversion price per share equal to 50% of the average of the three lowest closing prices of the Common Stock for the 10-day trading period ending on the latest complete trading day before the conversion date.
 
 
 
18

 

In accordance with ASC Topic No. 470-20-25-4, the Company recognized the intrinsic value of the embedded beneficial conversion feature of $118,542 as discount that reduced the carrying value of the convertible notes. The discount is being accreted to interest expense over the term of the notes.

In the first quarter of 2012, the Company chose to prepay the July 13 and August 18 convertible note in the amount equal to 175% of all outstanding principal and accrued interest at the time of prepayment.in accordance with terms of the note agreements.  The Company made payments in the total amount of $161,145 and the July 13 and August 18 notes and all related interest are paid in full.

In April of 2012, the Company received a notice of default related to the October 7, 2011 note payable in accordance with the original note agreement for failing to comply with the reporting requirements of the Exchange Act.  A default penalty, in the amount of $15,000 was incurred.  In April of 2012, $12,000 of the principal balance of the note was converted into 137,143 shares of common stock. In May of 2012, the remaining principal balance of $18,000, the $15,000 default penalty and accrued interest payable of $1,200 was converted into a total of 382,573 shares of common stock. As of June 30, 2012, the principal balance and accrued interest payable related to the October 7, 2011 note payable has been paid in full and all related discounts are fully amortized.

JUVENTAS CONVERTIBLE SECURED PROMISSORY NOTE

On November 23, 2011, the Company executed a $500,000 secured promissory note to Juventas, LLC (see Note 3) related to the amended distribution agreement.  The note and interest, accrued at 4% per annum was due on March 9, 2012.  The note was to be automatically converted into five million shares of Common Stock upon the closing of the Company’s acquisition of Juventas, LLC.  As of June 30, 2012 the principal balance and accrued interest related to this note is paid in full.

MARCH 2012 CONVERTIBLE NOTES

On March 3, 2012 the company issued a convertible note in the principal amount of $25,000 to an unrelated party.  The original interest rate of 5% increases to 9% after the maturity date of June 30, 2012. The note is convertible at $0.19 per share.   As of June 30, 2012, the principal balance of $25,000 and related interest of $572, accrued at 9% per annum, is past due.

On March 15, 2012, the Company issued a convertible note in the amount of $50,000 to an unrelated party.   The original interest rate of 5% increases to 9% after the maturity date of March 31, 2012. The note is convertible at $0.19 per share.  As of June 30, 2012, the principal balance of $50,000 and related interest of $1,256, accrued at 9% per annum, is past due.

On March 22, 2012 the company issued a convertible note in the principal amount of $100,000 to an unrelated party. The original interest rate of 5% increases to 9% after the maturity date of June 30, 2012. The note is convertible at $0.19 per share. As of June 30, 2012, the principal balance of $100,000 and related interest of $1,403 is past due.

MAY 10, 2012 CONVERTIBLE NOTE

On May 10, 2012, the Company executed convertible promissory note to an unrelated party in the amount of $53,000.  The note matures nine months from the date of issuance and accrues interest at 8% per annum.  In the event of default the interest rate will increase to 22%. The Note holder has the right to convert any outstanding principal and accrued interest payable, into shares of Common Stock at a conversion price per share equal to 50% of the average of the three lowest closing prices of the Common Stock for the 10-day trading period ending on the latest complete trading day before the conversion date.

In accordance with ASC Topic No. 470-20-25-4, the Company recognized the intrinsic value of the embedded beneficial conversion feature of $46,765 as a discount that reduced the carrying value of the convertible note. The discount is being accreted to interest expense over the term of the notes.  As of June 30, 2012, the discount balance is $38,247.
 
 
 
19

 

As of June 30, 2012, the principal balance of $53,000 and accrued interest payable in the amount of $604 remains outstanding.

SECOND QUARTER 2012 CONVERTIBLE NOTES

On April 3, 2012, the company issued a convertible note in the principal amount of $25,000 to an unrelated party.  The original interest rate of 5% increases to 9% after the maturity date of April 30, 2012. The note is convertible at $0.19 per share.   As of June 30, 2012, the principal balance of $25,000 and related interest of $478, accrued at 9% per annum, is past due.

On April 23, 2012, the Company issued a convertible note in the amount of $25,000 to an unrelated party.   The original interest rate of 5% increases to 9% after the maturity date of October 31, 2012. The note is convertible at $0.19 per share.  As of June 30, 2012, the principal balance of $25,000 and related interest of $409 is outstanding.

MAY 30 CONVERTIBLE NOTE

On May 30, 2012, the company issued a convertible note with the principal amount of up to $275,000 including an approximate original issue discount of 10% with a maturity date one year from the effective date.  The note is convertible at the lesser of $0.19 or a 30% discount on the fair market value of the Company’s common stock.  If the Company repays the note within 90 days of the effective date the interest rate shall be 0%.  If the Company does not repay the note within 90 days a one-time interest charge of 5% will be applied to the note balance.  As of June 30, 2012, the principal balance of this note has been funded in the amount of $50,000 with an additional 10% original issue discount of $5,000 for a total note balance of $55,000.  A discount related to the beneficial conversion feature of the note has been recorded in the amount of $17,196.  At June 30, 2012, the note balance net of the original issue discount and beneficial conversion discount is $34,689.

Debentures

On March 30, 2010, the Company entered into a Securities Purchase Agreement and, pursuant to this agreement, a total of $1,000,000 in principal amount of convertible debentures (the “Debentures”), with a maturity date of March 2013, may be sold to investors.  The Debentures may be converted into shares of Common Stock at a conversion price equal to seventy percent (70%) of the lowest closing bid price per share for the twenty (20) trading days immediately preceding the date of conversion; provided that no holder may convert Debentures into, nor shall the Company issue to such holder, shares of Common Stock to the extent that the conversion would result in a holder and its affiliates together beneficially owning more than 4.99% of the then issued and outstanding shares of Common Stock.   This ownership restriction may be waived, however, by a holder upon sixty-one (61) days prior written notice.
 
The Debentures may be redeemed by the Company at any time or from time to time at a price equal to (x) one hundred twenty percent (120%) of the principal amount of the Debenture if the Debenture is called for redemption prior to the expiration of six months from the issuance date, or one hundred thirty one percent (131%) if called for redemption thereafter, plus (y) interest accrued through the day immediately preceding the date of redemption.

During 2010, the Company issued Debentures in the aggregate principal amount of $695,000.  In accordance with ASC Topic No. 470-20-25-4, a discount in the amount of $297,857 was calculated as the total value of the beneficial conversion feature, which  is being amortized over the term of the debt.  In April of 2012, 4 million shares of common stock were issued in conversion of $588,000 of these debentures and a pro-rata share of the related interest receivable.
 
On March 27, 2012, the Company entered into a Securities Purchase Agreement and sold $400,000 of convertible debentures with a maturity date of March 27, 2015, to an unrelated party for $360,000.  The Debentures may be converted into Common Stock at a conversion price equal to seventy percent (70%) of the lowest closing bid price per share for the twenty (20) trading days immediately preceding the date of conversion; provided that no holder may convert Debentures into, nor shall the Company issue to such holder, shares of common stock to the extent that the conversion would result in a holder and its affiliates together beneficially owning more than 4.99% of the then issued and outstanding shares of Common Stock.   Additionally, the Securities Purchase Agreement entitled the purchaser to 200,000 shares of Common Stock.
 
 
 
20

 
 
In accordance with ASC Topic No. 470-20-25-4, a discount in the amount of $171,429 was calculated as the total value of the beneficial conversion feature, which  is being amortized over the term of the debt.  Additionally, a discount of $35,676 was allocated to to 200,000 share sof Common Stock based on the relative fair market value of the stock and convertible debt at the time of the agreement.
 
The unamortized discount balance of all debentures outstanding at June 30, 2012 is $243,209.  At June 30, 2012, the total debenture balance, net of discount is $263,791.  In addition, total debt issuance costs of $115,350 have been deferred and are being amortized over the term of the debt.  The unamortized balance of deferred loan costs at June 30, 2012 is $17,372.  Interest expense on the debentures accrues at 6% per annum.  The balance of accrued interest payable at June 30, 2012 is $23,448.
 
NOTE 6 – INTANGIBLE ASSETS

On September 17, 2009, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), whereby BioPharma became a wholly-owned subsidiary of the Company.  Pursuant to the terms of the Merger Agreement, 4,500,000 shares of the Company’s Common Stock were issued in exchange for all the outstanding common stock of BioPharma.
 
Prior to the Merger Agreement, BioPharma entered into a 50% joint venture with A&Z Pharmaceutical, LLC (“A&Z”) to form Pharma Technology International, LLC (“Pharma Tech”).   A&Z is a privately held wholesale distributor of pharmaceuticals formed in 1997.  A&Z’s customer base includes tertiary hospitals, medical institutions, and governmental agencies located in the United States, South America, Europe and the Middle East. The operations of Pharma Tech to date have been minimal.
 
Pharma Tech entered into a Distribution Agreement (the “Distribution Agreement”) to market, distribute and sell the WCI wound care products in the Middle East through existing A&Z distribution channels. The initial focus of the agreement was on sales of CellerateRX® and required Pharma Tech to sell a minimum of $500,000 of the product each year of the five year agreement to maintain the exclusive right to sell the product. The agreement covered 20 countries throughout the Middle East and Northern Africa.  Pharma Tech placed orders with WCI during 2010 and 2011 for sales of the CellerateRX product in Lebanon; however, the minimum sales amount was not obtained.  Our recent experience with international markets indicates that the sales process is much lengthier than anticipated. Pharma Tech continues to work through the government regulations regarding the sale of medical products and although other distributors are now able to sell the product, the sales pipeline already developed by Pharma Tech is expected to produce increased sales in years to come.
 
As part of the BioPharma acquisition, the formula for a shingles based product was obtained which is only at the idea stage and no determination has been made as to whether the formula can be developed cost effectively into a product. According to the guidance in ASC Topic No. 805-20-25-1, identifiable assets should be recognized separately from goodwill and there was no value assigned to this formula.
 
The BioPharma transaction has been accounted for as a business combination based on the guidance in ASC Topic No. 805.  The financial statements of BioPharma have been consolidated with those of the Company and an intangible asset was recorded in the amount of $4,187,815 or approximately $.93 per common share issued on the date of acquisition.  The value of the intangible asset  assigned to the marketing contacts recorded by the Company is based on Level 3 input to our valuation methodology, which consists of models with significant unobservable market parameters.  We utilized an undiscounted cash flow analysis based on sales projections from the Distribution Agreement adjusted for the associated costs.  According to ASC Topic No. 805-20-55-27, a customer relationship acquired in a business combination that does not arise from a contract may be an identifiable asset separate from goodwill.   The estimated useful life of the intangible asset was originally determined to be  ten (10) years based on the automatic renewable five year term of the  Distribution Agreement.
 
 
 
21

 
 
At December 31, 2011 the Company evaluated the asset for impairment.  The estimated useful life of the marketing contacts was reduced to the original five (5) year term of the agreement because the minimum sales requirment was not reached in the first or second year of the agreement.  The Company again utilized an undiscounted cash flow analysis based on actual sales in the first two years of the agreement resulting in an impairment of $3,208,372. The amount amortized for the period ended June 30, 2012 was $6,761 resulting in a balance of $4,157,391 in accumulated amortization as of June 30, 2012.  The balance of the intabgible asset, net of acumulated amorization was $30,424 as of this same date.
 
Patent
 
On September 29, 2009, the Company entered into an Asset Purchase Agreement (the “Agreement”), whereby the Company acquired a patent from Resorbable Orthopedic Products, LLC, a New Jersey limited liability company (“Resorbable NJ”) in exchange for 500,000 shares of Common Stock and the assumption of a legal fee payable in the amount of $47,595 which is related to the patent.    Based on the guidance in ASC Topic No. 350-30, the patent was recorded as an intangible asset of $462,715, or approximately $.93 per share plus $47,595 for the assumed liability.  The intangible asset is being amortized over an estimated ten year useful life. The amount amortized for the period ended June 30, 2012 was $25,516.  The balance of the intangible asset, net of accumulated amortization, was $369,974 as of June 30, 2012.
 
Upon closing of the asset sale by Resorbable NJ, the managers of this New Jersey limited liability company abandoned the name “Resorbable Orthopedic Products, LLC.” RSI-ACQ Acquisition, LLC, a Texas limited liability company owned by the Company and formed on August 24, 2009, assumed the name of “Resorbable Orthopedic Products, LLC” in Texas.
 
The activity for the intangible accounts is summarized below:
 
   
June 30, 2012
   
December 31, 2011
 
Patent
  $ 510,310     $ 510,310  
Accumulated amortization
    (140,336 )     (114,820 )
Patent, net of accumulated amortization
    369,974       395,490  
                 
Marketing contacts
    4,187,815       4,187,815  
Accumulated Amortization
    (4,157,391 )     (4,150,630 )
Marketing contacts, net of accumulated amortization
    30,424       37,185  
                 
Total intangibles, net of accumulated amortization
  $ 400,398     $ 432,675  

NOTE 7 - STOCKHOLDERS’ EQUITY

Preferred Stock

As of May 2008, all shares of Series A Preferred Stock of the Company were converted into shares of Common Stock. There are currently 5,000,000 shares of Preferred Stock authorized, with no shares of Series A Preferred Stock currently issued or outstanding.

Effective June 24, 2010, the Company filed a Certificate of Designations, Number, Voting Power, Preferences and Rights of Series B Convertible Redeemable Preferred Stock (the “Certificate”) with the Texas Secretary of State, designating 75,000 shares of Series B Preferred Stock, par value $10.00 per share (the “Series B Preferred Stock). The Series B Preferred Stock ranks senior to shares of all other common and preferred stock with respect to dividends, distributions, and payments upon dissolution.  Each of the Series B Shares is convertible at the option of the holder into shares of Common Stock as provided in the Certificate.  There are currently no shares of Series B Preferred Stock issued or outstanding.
 
 
 
22

 

Common Stock

The Company is authorized to issue 100,000,000 shares of Common Stock, par value of $0.001 per share.  These shares have full voting rights.  As of June 30, 2012, there were 63,309,540 shares of Common Stock issued and 63,305,421 shares outstanding.   At December 31, 2011, there were 58,754,110 shares of Common Stock issued and 58,750,021 shares outstanding.  The Company holds 4,089 shares as treasury stock.

2011 Omnibus Long-Term Incentive Plan

On March 10, 2011, the Company adopted, subject to shareholder approval, the 2011 Omnibus Long-Term Incentive Plan (the “Plan”) to offer competitive long-term incentive compensation opportunities as well as to align the interests of the participants with those of the Company’s shareholders.  Under the Plan, stock options, stock appreciation rights, restricted shares, and performance shares were to be awarded at the discretion of the Compensation Committee to selected officers, employees, consultants and eligible directors of the Company.   In order for the Plan to become effective, shareholder approval had to be obtained on or before March 08, 2012.  Shareholder approval was not obtained and any awards made prior to the effective date have been terminated.

Warrants

A summary of the status of the warrants granted for the six month period ended June 30, 2012 and for the year ended December 31, 2011 and changes during the periods then ended is presented below:

For the Year Ended December 31, 2011
 
For the Six Months Ended June 30, 2012
 
   
Shares
   
Weighted Average Exercise Price
     
Shares
   
Weighted Average Exercise Price
 
Outstanding at beginning of period
    3,230,369     $ 1.07  
Outstanding at beginning of period
    8,938,668     $ 0.82  
Granted
    5,708,299       0.68  
Granted
    500,000       0.60  
Exercised
    -       -  
Exercised
    -       -  
Forfeited
    -       -  
Forfeited
    -       -  
Expired
    -       -  
Expired
    -       -  
Outstanding at end of period
    8,938,668     $ 0.82  
Outstanding at end of period
    9,438,668     $ 0.81  

     
As of June 30, 2012
   
As of June 30, 2012
 
     
Warrants Outstanding
   
Warrants Exercisable
 
           
Weighted-
                   
           
Average
   
Weighted-
         
Weighted-
 
Range of
   
Number
   
Remaining
   
Average
   
Number
   
Average
 
Exercise Prices
   
Outstanding
   
Contract Life
   
Exercise Price
   
Exercisable
   
Exercise Price
 
                                 
$ 0.001       299,769       0.5     $ 0.001       299,769     $ 0.001  
  0.25       200,000       3.3       0.25       200,000       0.25  
  0.40       999,999       2.0       0.40       999,999       0.40  
  0.50       2,694,450       2.0       0.50       2,694,450       0.50  
  0.60       975,000       4.3       0.60       975,000       0.60  
  0.75       200,000       3.3       0.75       200,000       0.75  
  1.00       3,069,450       1.9       1.00       3,069,450       1.00  
  2.00       1,000,000       0.5       2.00       1,000,000       2.00  
$ 0.001- 2.00       9,438,668       2.3     $ 0.81       9,438,668     $ 0.81  
 
 
 
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NOTE 8 – DERIVATIVE LIABILITIES
 
Beginning in 2008, the Company issued stock purchase warrants to various lenders and investors as part of note payable agreements and stock subscription agreements.  These warrants were immediately exercisable and some contained provisions for cashless exercise under certain circumstances. The warrants ranged in term from three to five years and had expiration dates ranging from December 31, 2012 to December 31, 2016. The warrants also contained anti-dilution provisions including provisions for the adjustment of the exercise price if the Company issues shares of Common Stock or Common Stock equivalents at a price less than the exercise price.  As of June 30, 2012, the Company had outstanding warrants entitling the holders to purchase 9,438,668 shares of Common Stock upon exercise.
 
In addition, beginning in 2010, the Company issued convertible debentures and notes payable to various lenders.  These debentures and notes were convertible at discounts ranging from 30% to 50% of the fair market value of the Common Stock.  In accordance with ASC Topic No. 470-20-25-4, the Company recorded the intrinsic value of the embedded beneficial conversion feature present in the convertible instruments by allocating a portion of the debt equal to the intrinsic value of that feature to additional paid in capital.  As of June 30, 2012, the Company had outstanding convertible debt in the principal amount of $533,722 and outstanding convertible debentures in the principal amount of $507,000.
 
As of December 31, 2011, the Company did not have a sufficient number of common shares authorized to fulfill the possible exercise of all outstanding warrants and the conversion of all outstanding debentures and convertible notes payable. As a result, the Company determined that the warrants and the embedded beneficial conversion features of the debt instruments did not qualify for equity classification.  Accordingly, the warrants and beneficial conversion features are treated as derivative liabilities and are carried at fair value.
 
The Company estimates the fair value of the derivative warrant liabilities by using the American Option Binomial Model, a Level 3 input, with the following assumptions used:
 
Dividend yield:
 1%
Expected volatility
 283.86% to 549.88%
Risk free interest rate
 .36% to 1.04%
Expected life (years)
 1.00 to 5.00

 
 
 

 
 
24

 

The following table sets forth the changes in the fair value of derivative liabilities for the year ended December 31, 2011 and the six months ended June, 2012:

Balance, December 31, 2010
  $ (2,310,983 )
Change in Fair Value of Warrant Derivative Liability
    1,237,803  
Change in Fair Value of Beneficial Conversion Derivative Liability
    (763,098 )
Adjustments to Warrant Derivative Liability
    (2,749,453 )
Adjustment to Beneficial Conversion Derivative Liability
    (260,599 )
Adjustment to Debenture Derivative Liability
    (571,195 )
Balance, December 31, 2011
  $ (5,417,525 )
Change in Fair Value of Warrant Derivative Liability
    2,140,478  
Change in Fair Value of Beneficial Conversion Derivative Liability
    487,185  
Change in Fair Value of Debenture Derivative Liability
    (75,800 )
Adjustments to Warrant Derivative Liability
    (118,000 )
Adjustment to Beneficial Conversion Derivative Liability
    159,360  
Adjustment to Debenture Derivative Liability
    355,310  
Balance, June 30, 2012
    (2,468,992 )
         

NOTE 9 - RELATED PARTY TRANSACTIONS

The Company’s corporate office is located in Fort Worth, Texas.  During the first quarter of 2012 the space was leased by leased by HEB and the Company reimbursed HEB for the cost of the space. In the second quarter of 2012 the Company signed its own lease for the space.

During the first quarter of 2012 the company reimbursed HEB for the cost of accounting and administrative services provided to the Company by employees of HEB. Additionally, the Company paid HEB for the actual costs of health benefits provided to Company employees through HEB.  In the second quarter of 2012 the Company transitioned to its own health care plan and contracted its own accounting and administrative staff.

NOTE 10 – RESTATEMENT

The Company has restated its financial statements for period ended June 30, 2011.  The significant changes made are further described and summarized below.

The Company had not previously recorded the derivative liabilities associated with convertible debt, debentures, and warrants issued in the second quarter of 2011.  The Company has restated its financial statements for the period ended June 30, 2011 to record these corrections.
 
 
 
25

 

The following tables highlight the significant areas of change:

   
Three Months Ended June 30, 2011
 
   
As Previously
             
   
Reported
   
Restated
       
   
June 30,2011
   
30-Jun-11
   
Change
 
Total Assets
  $ 9,276,182     $ 9,276,182     $ -  
Total Liabilities
  $ (3,876,275 )   $ (9,773,989 )   $ (5,897,714 )
Stockholders' Equity
  $ (5,399,907 )   $ (497,807 )   $ 4,902,100  
Net Income (Loss)
  $ (3,198,781 )   $ (3,921,365 )   $ (722,584 )
Income (Loss) available to common stockholders
  $ (3,198,781 )   $ (3,921,365 )   $ (722,584 )
Basic Loss per Share
  $ (0.06 )   $ (0.07 )   $ (0.01 )

   
Six Months Ended June 30, 2011
 
   
As Previously
             
   
Reported
   
Restated
       
   
June 30,2011
   
30-Jun-11
   
Change
 
Total Assets
  $ 9,276,182     $ 9,276,182     $ -  
Total Liabilities
  $ (3,876,275 )   $ (9,773,989 )   $ (5,897,714 )
Stockholders' Equity
  $ (5,399,907 )   $ 497,807     $ 5,897,714  
Net Income (Loss)
  $ (5,942,888 )   $ (6,665,472 )   $ (722,584 )
Income (Loss) available to common stockholders
  $ (5,942,888 )   $ (6,665,472 )   $ (722,584 )
Basic Loss per Share
  $ (0.12 )   $ (0.13 )   $ (0.01 )

NOTE 11 - SUBSEQUENT EVENTS

On July 13, 2012, the Company made an offering of up to $1,300,000 of Secured Subordinated Promissory Note(s) to unrelated parties.  As of August 1, 2012 the principal balance payable on these notes is $1,005,000.    The Note(s) mature on October 12, 2012.  The terms of the debt are as follows: (i) interest accrues at 5% until maturity date thereafter interest accrues at 18% per annum; (ii) maturity date is October 12, 2012; (iii) the Company will issue to the Lenders five-year warrants to purchase a total of 1,005,000 shares of common Stock at a price of $0.15 per share.

On March 20, 2012, the Company executed a secured promissory note payable to Juventas, LLC in the amount of $930,000 related to the Settlement Agreement (see Note 3).  As of June 30, 2012, the principal balance of $930,000 and $20,791 of accrued interest remained due.  In July 2012, the Company reached agreement with Juventas that upon payment of $880,000, all remaining principal of, and accrued interest on, the Juventas secured promissory note would be forgiven. The Company made such payment in July of 2012, at which point the note was cancelled.
 
 
 
26

 

On July 13, 2012, Tonaquint, Inc. (Tonaquint) filed suit against the Company and certain of its affiliates in connection with a Securities Purchase Agreement by and between Tonaquint and the Company under which Tonaquint purchased a Secured Convertible Promissory Note in the original principal amount of $560,000. The suit alleges, among other things, a failure of the Company to make certain payments and to honor a conversion notice delivered pursuant to the Secured Convertible Promissory Note. The Company is defending this suit and is currently in negotiations to reach a settlement agreement.

On August 3, 2012 the Company executed a promissory note in the amount of 75,000 to an unrelated party.  The terms of the debt are as follows:  (i) interest accrues at 10% per annum; (ii) The principal of this Note shall be due and payable as follows: (a) $10,000 each on August 15, 2012, August 30, 2012, September 15, 2012, September 30, 2012 and October 15, 2012; and (b) $25,000 on October 30, 2012 the maturity date.

The Company has evaluated all subsequent events from the balance sheet date through the date of this filing and with the exception of the items mentioned above there are no events to disclose.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, we are not required to provide this information.
 
ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit to the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized, and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms, and that information is accumulated and communicated to our management, including our principal executive and principal financial officer (whom we refer to in this periodic report as our Certifying Officer), as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our Certifying Officer, the effectiveness of our disclosure controls and procedures as of June 30, 2012, pursuant to Rule 13a-15(b) under the Securities Exchange Act. Based upon that evaluation, our Certifying Officer concluded that, as of June 30, 2012, our disclosure controls and procedures were effective.
 
Changes in Internal Control over Financial Reporting
 
There were no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.  We will continue to evaluate the effectiveness of internal controls and procedures on an on-going basis.


PART II — OTHER INFORMATION

 
ITEM 1.  LEGAL PROCEEDINGS

On or about June 4, 2012, the United States Securities and Exchange Commission filed a Complaint against the Company and Scott A. Haire, a former officer and director of the Company, in the United States District Court for the Southern District of Florida.  The Complaint alleges that from at least July through November 2009, the Company and Haire engaged in a fraudulent scheme and market manipulation involving the Company’s stock.  The Complaint alleges that (a) Haire arranged to sell Company restricted stock to an FBI agent posing as the trustee of a pension fund and to pay that person a kickback for engaging in the transaction; and (b) Haire arranged to make payments to a fictitious person, putatively a broker, in exchange for the broker’s trading in company stock timed with Company press releases.  The Complaint asserts claims for violations of Section 17(a) (1) of the Securities Act and Section 10(b) of the Securities Exchange Act and Rule 10b-5 promulgated thereunder.  The Complaint seeks (a) a declaration that the Company and Haire committed those violations; (b) an injunction against the further commission of such violations; (c)disgorgement; (d) civil money penalties; (e) an order barring Haire from participating in any offering of a penny stock; and (f) an order barring Haire from acting as an officer or director of any issuer that has a class of securities registered pursuant to Section 12 of the Securities Exchange Act or that is require to tile reports pursuant to Section 15(d) of the Securities Exchange Act.
 
 
 
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The Company, separate from Mr. Haire, is engaged in settlement discussions with the Securities and Exchange Commission concerning a potential settlement of the action against the Company, and has requested and obtained an extension of time until September 4, 2012 in which the Company is required to answer or otherwise respond to the Complaint to allow those settlement discussion to conclude.

On July 13, 2012, Tonaquint, Inc. (“Tonaquint”) filed suit against the Company and certain of its affiliates in connection with a Securities Purchase Agreement by and between Tonaquint and the Company under which Tonaquint purchased a Secured Convertible Promissory Note in the original principal amount of $560,000. The suit alleges, among other things, a failure of the Company to make certain payments and to honor a conversion notice delivered pursuant to the Secured Convertible Promissory Note. The Company is defending this suit and is currently in negotiations to reach a settlement agreement.


ITEM 1A.  RISK FACTORS

As a smaller reporting company, we are not required to provide this information.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
Set forth below is information regarding the issuance and sales of the Company’s securities without registration for the six months ended June 30, 2012.  The securities bear a restrictive legend and no advertising or public solicitation was involved.

As further described in Part I – Financial Information “Notes to Unaudited Condensed Consolidated Financial
Statements” filed herewith:

On January 25, 2012, 164,286 shares of Common Stock valued at $100,214 which were issued in the first quarter of 2011 for prepaid advertising were cancelled and returned to the Company after the advertising company was unable to complete the contract.

In March of 2012, the Company issued 200,000 shares of Common Stock with a fair market value of $46,000 to an unrelated party as part of the March 27, 2012 debenture issuance.

On April 2, 2012, the Company issued 4 million shares of common stock in conversion of debentures in the amount of $588,000.

On April 27, 2012, the Company issued 137,143 shares of common stock in the conversion of $12,000 on unrelated party debt.

On May 8, 2012, the Company issued 216,460 shares of common stock in the conversion of $18,000 of unrelated party debt and $1,200 of unrelated party interest.

On May 8, 2012, the Company issued 166,113 shares of common stock in the conversion of $15,000 of unrelated party debt.
 
 
 
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The issuances described above were made in private transactions or private placements intending to meet the requirements of one or more exemptions from registration.  In addition to any noted exemption below, we relied upon Section 4(2) of the Securities Act of 1933, as amended (the “Act”).  The investors were not solicited through any form of general solicitation or advertising, the transactions being non-public offerings, and the sales were conducted in private transactions where the investor identified an investment intent as to the transaction without a view to an immediate resale of the securities; the shares were “restricted securities” in that they were both legended with reference to Rule 144 as such and the investors identified they were sophisticated as to the investment decision and in most cases we reasonably believed the investors were “accredited investors” as such term is defined under Regulation D based upon statements and information supplied to us in writing and verbally in connection with the transactions.  We have never utilized an underwriter for an offering of our securities and no sales commissions were paid to any third party in connection with the above-referenced sales.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.
 
ITEM 4.  MINE SAFETY DISCLOSURE

This item is not applicable.

 
ITEM 5.  OTHER INFORMATION

None.
 
 
 
29

 
 
ITEM 6.  EXHIBITS

· The following documents are filed as part of this Report:
 
Exhibit No.

 
2.1
Agreement and Plan of Merger, dated as of September 17, 2009, by and among BioPharma Management Technologies, Inc., a Texas corporation, certain shareholders thereof, Wound Management Technologies, Inc., a Texas corporation, and BIO Acquisition, Inc. (Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed September 21, 2009)

 
3.1
Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 filed April 11, 2008)

 
3.2
Articles of Amendment to Articles of Incorporation (Incorporated by reference to Exhibit A to the Company’s Information Statement filed with the Commission on May 13, 2008)

 
3.3
Bylaws  (Incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 filed April 11, 2008)

 
10.1
Forbearance Agreement dated July 13, 2012  (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 19, 2012)
 
 
10.2
Form of Secured Subordinated Promissory Note  (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed July 19, 2012)
 
 
10.3
Form of Warrant to Purchase Shares of Common Stock (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed July 19, 2012)
 
 
10.4
Commitment Letter dated July 10, 2012  (Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed July 19, 2012)
 
 
10.5
Amendment to Forbearance Agreement dated July 25, 2012 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 30, 2012)

 
31.1*
Certification of Principal Executive Officer and Principal Financial Officer in accordance with 18 U.S.C. Section 1350, as adopted by Section 302 of the Sarbanes-Oxley Act of 2002*

 
32.1*
Certification of Principal Executive Officer and Principal Financial Officer in accordance with 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002*

 
101
Interactive Data Files pursuant to Rule 405 of Regulation S-T.

 
*  Filed herewith


 
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SIGNATURES

    Pursuant to the requirements of the Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 
WOUND MANAGEMENT TECHNOLOGIES, INC.
   
   
Date: August 20, 2012 
/S/    Robert Lutz, Jr.
 
Robert Lutz, Jr.,
 
Chairman of the Board, Chief Executive Officer and President
 




 
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PINX:WNDM Wound Management Technologies Inc Quarterly Report 10-Q Filling

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