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FORM 10-QSB
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 2005
OR
[_] TRANSITION REPORT PURUSANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 33-19598-D
NANOPIERCE TECHNOLOGIES, INC.
-----------------------------
(Exact name of small business issuer as specified in its charter)
Nevada 84-0992908
-------------------------------- ---------------------------
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
370 17th Street, Suite 3640
Denver, Colorado 80202
(Address of principal executive offices)
Issuer's telephone number, including area code: (303) 592-1010
Not applicable
(Former name, former address or former fiscal year, if changed since last
report)
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 (a) or 15(d) of the Securities Exchange Act of 1934 during the past
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes X No
--- ---
As of May 13, 2005 there were 91,259,033 shares of the registrant's sole class
of common shares outstanding.
Transitional Small Business Disclosure Format Yes No X
--- ---
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited) Page
----
Report of Independent Registered Public Accounting Firm F-1
Condensed Consolidated Balance Sheet - March 31, 2005 F-2
Condensed Consolidated Statements of Operations -
Nine and three months ended March 31, 2005 and 2004 F-3
Condensed Consolidated Statements of Comprehensive
Loss - Nine and three months ended March 31, 2005 and 2004 F-4
Condensed Consolidated Statement of Changes in Shareholders'
Equity - Nine months ended March 31, 2005 F-5
Condensed Consolidated Statements of Cash Flows -
Nine months ended March 31, 2005 and 2004 F-6
Notes to Condensed Consolidated Financial Statements F-8
Item 2. Management's Discussion and Analysis 1
Item 3. Controls and Procedures 4
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 4
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds - Not Applicable
Item 3. Defaults Upon Senior Securities - Not Applicable
Item 4. Submission of Matters to a Vote of Security Holders - Not Applicable
Item 5. Other Information - Not Applicable
Item 6. Exhibits and Reports on Form 8-K 5
SIGNATURES 6
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
-------------------------------------------------------
Board of Directors
Nanopierce Technologies, Inc.
We have reviewed the accompanying condensed consolidated balance sheet of
Nanopierce Technologies, Inc. and subsidiaries as of March 31, 2005, the related
condensed consolidated statements of operations and comprehensive loss for the
three-month and nine-month periods ended March 31, 2005 and 2004, the condensed
consolidated statements of cash flows for the nine-month periods ended March 31,
2005 and 2004, and the condensed consolidated statement of changes in
shareholders' equity for the nine-month period ended March 31, 2005. These
interim condensed consolidated financial statements are the responsibility of
the Company's management.
We conducted our reviews in accordance with the standards of the Public Company
Accounting Oversight Board (United States). A review of interim financial
information consists principally of applying analytical procedures and making
inquiries of persons responsible for financial and accounting matters. It is
substantially less in scope than an audit conducted in accordance with standards
of the Public Company Accounting Oversight Board (United States), the objective
of which is the expression of an opinion regarding the financial statements
taken as a whole. Accordingly, we do not express such an opinion.
Based on our reviews, we are not aware of any material modifications that should
be made to the accompanying interim condensed consolidated financial statements
for them to be in conformity with accounting principles generally accepted in
the United States of America.
/s/ GHP HORWATH, P.C.
Denver, Colorado
May 12, 2005
F-1
NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheet
March 31, 2005
(Unaudited)
Assets
------
Current assets:
Cash and cash equivalents $ 42,615
Accounts receivable, net 9,168
Notes receivable, net (Note 3) 314,000
Prepaid expenses 3,759
-------------
Total current assets 369,542
-------------
Property and equipment:
Office equipment and furniture 66,356
Less accumulated depreciation (48,698)
-------------
17,658
-------------
Other assets:
Advances receivable (Note 3) 225,000
Deposits and other 19,296
Investments in affiliates (Note 4) 189,751
-------------
434,047
-------------
Total assets $ 821,247
=============
Liabilities and Shareholders' Equity
------------------------------------
Current liabilities:
Accounts payable $ 159,463
-------------
Total liabilities (all current) 159,463
-------------
Commitments and contingencies (Notes 4 and 7)
Shareholders' equity (Note 6):
Preferred stock; $0.0001 par value; 5,000,000 shares authorized;
none issued and outstanding
Common stock; $0.0001 par value; 200,000,000 shares authorized
91,259,033 shares issued and outstanding 9,126
Additional paid-in capital 23,857,572
Accumulated other comprehensive income 122,855
Accumulated deficit (23,327,769)
-------------
Total shareholders' equity 661,784
-------------
Total liabilities and shareholders' equity $ 821,247
=============
See notes to condensed consolidated financial statements.
F-2
NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(Unaudited)
Three Months Ended Nine Months Ended
March 31, March 31,
------------------------- ------------------------
2005 2004 2005 2004
------------ ----------- ----------- -----------
Revenues $ - - - 28,449
------------ ----------- ----------- -----------
Operating expenses:
General and administrative 213,036 295,212 604,296 998,416
Research and development - - - 46,863
Selling and marketing - - - 37,033
------------ ----------- ----------- -----------
213,036 295,212 604,296 1,082,312
------------ ----------- ----------- -----------
Loss from operations ( 213,036) ( 295,212) (604,296) (1,053,863)
------------ ----------- ----------- -----------
Other income (expense):
Other income 30 - 10,538 -
Interest income 5,720 3,188 11,907 11,387
Extinguishment of liabilities - 52,500 - 52,500
Equity losses of affiliates ( 64,918) ( 48,539) ( 114,215) ( 68,372)
Interest expense, related party - ( 909) - ( 3,699)
------------ ----------- ----------- -----------
(59,168) 6,240 (91,770) ( 8,184)
------------ ----------- ----------- -----------
Loss from continuing operations (272,204) ( 288,972) ( 696,066) (1,062,047)
------------ ----------- ----------- -----------
Discontinued operations; (loss) income
from operations of subsidiary - ( 2,916) - 13,261
------------ ----------- ----------- -----------
Net loss $ (272,204) ( 291,888) (696,066) (1,048,786)
============ =========== =========== ===========
Basic and diluted loss per share:
Loss from continuing operations $ * * ( 0.01) ( 0.01)
(Loss) income from discontinued
operations - * - *
------------ ----------- ----------- -----------
Net loss per share, basic and diluted $ * * ( 0.01) ( 0.01)
============ =========== =========== ===========
Weighted average number of common
shares outstanding 91,259,033 81,663,563 90,753,924 71,139,776
============ =========== =========== ===========
* Less than ($0.01) per share.
See notes to condensed consolidated financial statements.
F-3
NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Loss
(Unaudited)
Three Months Ended Nine Months Ended
March 31, March 31,
-------------------------- --------------------------
2005 2004 2005 2004
------------ ------------ ------------ ------------
Net loss $( 272,204) ( 291,888) ( 696,066) ( 1,048,786)
Change in unrealized gain on
securities ( 72) ( 177) ( 367) ( 296)
Change in foreign currency
translation adjustments - 10,930 - 5,192
------------ ------------ ------------ ------------
Comprehensive loss $ (272,276) (281,135) (696,433) (1,043,890)
============ ============ ============ ============
See notes to condensed consolidated financial statements.
F-4
NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
Condensed Consolidated Statement of Changes in Shareholders' Equity
Nine Months Ended March 31, 2005
(Unaudited)
Common stock Additional Accumulated other Total
---------------------- paid-in comprehensive Accumulated shareholders'
Shares Amount capital Income deficit equity
---------- ---------- ---------- ------------------ ------------ --------------
Balances, July 1, 2004 90,059,033 $ 9,006 23,744,891 123,222 (22,631,703) 1,245,416
Common stock issued upon
exercise of warrants
(net of offering costs
of $7,200) 1,200,000 120 112,681 - - 112,801
Net loss - - - - (696,066) (696,066)
Other comprehensive
loss:
Change in unrealized
gain on securities - - - (367) - (367)
---------- ---------- ---------- ------------------ ------------ --------------
Balances,
March 31, 2005 91,259,033 $ 9,126 23,857,572 122,855 (23,327,769) 661,784
========== ========== ========== ================== ============ ==============
See notes to condensed consolidated financial statements.
F-5
NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Nine Months Ended
March 31,
---------------------------
2005 2004
------------- ------------
Cash flows from operating activities:
Net loss $ ( 696,066) ( 1,048,786)
------------- ------------
Adjustments to reconcile net loss to net cash used
in operating activities from continuing operations:
Income from discontinued operations - ( 13,261)
Amortization expense - 117,926
Depreciation expense 5,441 16,900
Equity losses of affiliates 114,215 68,372
Provision for losses on note receivable 35,000
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable (3,359) 2,000
Decrease in prepaid expense 40,968 166,207
Decrease in deposits and other assets - 7,860
Increase (decrease) in accounts payable and
accrued liabilities 50,607 ( 245,825)
------------- ------------
Total adjustments 242,872 120,179
------------- ------------
Net cash used in operating activities
from continuing operations ( 453,194) ( 928,607)
------------- ------------
Cash flows from investing activities:
Increase in notes receivable ( 349,000) -
Increase in advances receivable ( 225,000) -
Increase in patent and trademark applications - ( 63,178)
Purchases of property and equipment - ( 1,575)
Cash effect of ExypnoTech deconsolidation - ( 115,151)
------------- ------------
Net cash used in investing activities
from continuing operations ( 574,000) ( 179,904)
------------- ------------
Cash flows from financing activities:
Exercise of warrants and common stock issued for cash 112,801 1,828,000
Payment of note payable ( 61,400) ( 175,000)
Proceeds from notes payable - 165,000
------------- ------------
Net cash provided by financing activities
from continuing operations 51,401 1,818,000
------------- ------------
Effect of exchange rate changes on cash
and cash equivalents - 119,588
------------- ------------
Net cash used in discontinued operations - ( 7,095)
------------- ------------
Net (decrease) increase in cash and cash equivalents ( 975,793) 821,982
Cash and cash equivalents, beginning 1,018,408 200,739
------------- ------------
Cash and cash equivalents, ending $ 42,615 1,022,721
============= ============
(Continued)
F-6
NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Continued
Nine Months Ended
---------------------
March 31,
---------------------
2005 2004
---------- ---------
Supplemental disclosure of non-cash investing and financing
activities:
Issuance of common stock in satisfaction of payable $ - 3,635
========== =========
Investment in joint venture in exchange for equipment $ - 132,000
========== =========
See notes to condensed consolidated financial statements.
F-7
NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
Nine Months Ended March 31, 2005 and 2004
(Unaudited)
1. BUSINESS, ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Presentation of Interim Information:
The accompanying condensed consolidated financial statements include the
accounts of NanoPierce Technologies, Inc., a Nevada corporation (the Company),
its wholly-owned subsidiaries, NanoPierce Connection Systems, Inc., a Nevada
corporation (NCOS) which was incorporated in November 2001, ExypnoTech, LLC (ET
LLC), a Colorado limited liability company, which was formed in June 2004, and
through December 11, 2003, ExypnoTech, GmbH (EPT, formed in February 2002)(Note
4). Through June 30, 2004, the condensed consolidated financial statements also
included the wholly-owned foreign subsidiary, NanoPierce Card Technologies GmbH,
(NCT). NCT is presented as discontinued operations; NCT was dissolved in June
2004. All significant intercompany accounts and transactions have been
eliminated in consolidation.
In the opinion of the management of the Company, the accompanying unaudited
condensed consolidated financial statements include all material adjustments,
including all normal and recurring adjustments, considered necessary to present
fairly the financial position and operating results of the Company for the
periods presented. The financial statements and notes are presented as
permitted by Form 10-QSB, and do not contain certain information included in the
Company's Annual Report on Form 10-KSB for the fiscal year ended June 30, 2004.
It is the Company's opinion that when the interim financial statements are read
in conjunction with the June 30, 2004 Annual Report on Form 10-KSB, the
disclosures are adequate to make the information presented not misleading.
Interim results are not necessarily indicative of results for a full year or any
future period.
In the Company's Annual Report on Form 10-KSB for the fiscal year ended June 30,
2004, the Report of the Independent Registered Public Accounting Firm includes
an explanatory paragraph that describes substantial doubt about the Company's
ability to continue as a going concern. The Company's financial statements for
the three and nine-months ended March 31, 2005 have been prepared on a going
concern basis, which contemplates the realization of assets and the settlement
of liabilities and commitments in the normal course of business. The Company
reported a net loss of $696,066 for the nine months ended March 31, 2005, and an
accumulated deficit of $23,327,769 as of March 31, 2005. The Company has not
recognized any revenues from its business operations.
These factors raise substantial doubt about the Company's ability to continue as
a going concern. The financial statements do not contain any adjustments
relating to the recoverability and classification of assets or the amounts and
classification of liabilities that might be necessary should the Company be
unable to continue as a going concern.
Management's Plans:
To address its liquidity needs, the Company is relying on cash received from an
equity placement agreement that occurred in January 2004, of which the Company
received approximately $1.8 million, net of offering costs, upon the issuance of
restricted common stock and warrants. As part of the placement, cash exercise
warrants were issued. The Company plans to use funds from such exercises, if
any, to support ongoing operations. The Company is using these funds to support
operations and for a possible business acquisition, discussed below and in Note
3.
F-8
NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
Nine Months Ended March 31, 2005 and 2004
(Unaudited)
Currently, the Company does not have a revolving loan agreement with any
financial institution, nor can the Company provide any assurance it will be able
to enter into any such agreement in the future, or be able to raise funds
through a further issuance of debt or equity in the Company.
Recent Events:
On October 1, 2004, the Company signed a Letter Agreement (the "Agreement") with
Xact Resources International, Inc. ("Xact Resources"). The Agreement provides
for the development of a joint venture between the Company and Xact Resources.
The purpose of the joint venture would be to produce, market and sell YBG-2000,
a biotech yeast beta glucan product which has been developed by Xact Resources.
YBG-2000 is a natural beta glucan immune system feed supplement refined from
baker's yeast. It is used to replace antibiotic fast growth additives which are
currently used by producers of feeds for the livestock, poultry and shrimp
industries.
Pursuant to the Agreement, the Company has advanced a total of $225,000 to Xact
Resources through March 31, 2005 (Note 3). In return, the Company was provided
the exclusive right to raise $1,500,000 in order to purchase a 50% ownership
interest in the joint venture. In January 2005, the right to purchase a 50%
interest in the joint venture was extended through March 1, 2005. In May 2005,
the letter agreement was again extended to June 30, 2005, in return for an
additional advance of $30,000. The $255,000 is to be applied against the
purchase of the 50% ownership interest or is to be refunded to the Company,
should the Company not be able to raise the funds.
Business:
ET LLC business activities include the marketing of RFID (Radio Frequency
Identification) products in North America. EPT (an equity investment; Note 4)
business activities primarily consist of manufacturing inlay components used in,
among other things Smart Labels, which is a paper sheet holding a
chip-containing module that is capable of memory storage and/or processing.
Scimaxx Solutions, LLC, (an equity investment; Note 4) is primarily involved in
research and development and marketing functions.
International Operations:
EPT operations are located in Germany. Through June 2004, prior to its
dissolution, NCT operations were located in Germany (Note 2). EPT transactions
are and, prior to its dissolution, NCT transactions were conducted in currencies
other than the U.S. dollar, (the currency into which the subsidiaries'
historical financial statements have been translated) primarily the Euro. As a
result, the Company is exposed to adverse movements in foreign currency exchange
rates.
In addition, the Company is subject to risks including adverse developments in
the foreign political and economic environments, trade barriers, managing
foreign operations and potentially adverse tax consequences. There can be no
assurance that any of these factors will not have a material adverse effect on
the Company's financial condition or results of operations in the future.
F-9
NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
Nine Months Ended March 31, 2005 and 2004
(Unaudited)
Loss Per Share:
Statement of Financial Accounting Standards (SFAS) No. 128, Earnings Per Share,
requires dual presentation of basic and diluted earnings or loss per share (EPS)
with a reconciliation of the basic EPS computation to the numerator and
denominator of the diluted EPS computation. Basic EPS excludes dilution.
Diluted EPS reflects the potential dilution that could occur if securities or
other contracts to issue common stock were exercised or converted into common
stock or resulted in the issuance of common stock that then shared in the
earnings of the entity. Loss per share of common stock is computed based on the
weighted average number of common shares outstanding during the period. Stock
options and warrants are not considered in the calculation, as the impact of the
potential common shares (76,181,877 shares at March 31, 2005 and 81,231,877
shares at March 31, 2004) would be to decrease loss per share. Therefore,
diluted loss per share is equivalent to basic loss per share.
Stock-Based Compensation:
SFAS No. 123, Accounting for Stock Based Compensation, allows companies to
choose whether to account for employee stock-based compensation on a fair value
method, or to continue accounting for such compensation under the intrinsic
value method prescribed in Accounting Principles Board Opinion No. 25,
Accounting for Stock Issued to Employees (APB 25). The Company has chosen to
continue to account for employee stock-based compensation using APB 25.
No options were granted to employees during the nine months ended March 31, 2005
or 2004.
Recently Issued Accounting Standards:
In December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 123(R), Share-Based Payment, which addresses the accounting for share-based
payment transactions. SFAS No. 123(R) eliminates the ability to account for
share-based compensation transactions using APB 25, and generally requires
instead that such transactions be accounted and recognized in the statement of
operations based on their fair value. SFAS No. 123(R) will be effective for
public companies that file as small business issuers as of the first interim or
annual reporting period that begins after December 15, 2005. The Company is
currently evaluating the provisions of this standard. Depending upon the number
of and terms of options that may be granted in future periods, the
implementation of this standard could have a signficant impact on the Company's
financial position and results of operations in future periods.
2. DISCONTINUED OPERATIONS:
On April 1, 2003, NCT filed insolvency with the Courts of Munich, Germany. The
insolvency filing was necessary in order to comply with specific German legal
requirements. In conjunction with the insolvency filing, management made a
decision in April 2003, to discontinue NCT operations and liquidate NCT,
pursuant to a plan of self-liquidation as provided by German law. In June 2004,
NCT completed its plan of self-liquidation, and the German court legally
dissolved NCT.
F-10
NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
Nine Months Ended March 31, 2005 and 2004
(Unaudited)
NCT's revenues for the nine months ended March 31, 2004 reported in discontinued
operations were $0. NCT incurred (losses) and income in the three and nine
months ended March 31, 2004 of ($2,916) and $13,261, respectively, which was due
to gains recognized from the sale of equipment and the extinguishment of certain
accrued expenses. NCT did not incur any income taxes during this period.
3. NOTES AND ADVANCES RECEIVABLE:
Through March 31, 2005, the Company advanced a total of $225,000 to Xact
Resources, which is to be applied to the purchase of a 50% equity interest in
the proposed joint venture with Xact Resources. If the purchase of the equity
interest is not completed, the funds are to be returned to the Company.
In December 2004, the Company loaned $35,000 to Intercell International
Corporation ("Intercell") in return for an unsecured, 7% promissory note, due in
December 2005. The loan was made in order to assist Intercell in its efforts to
support operations. Since September 30, 2004, Mr. Metzinger the President and
Chief Executive Officer of the Company, has served as the Chief Executive
Officer of Intercell and the Company's Chief Financial Officer also serves as
the Chief Financial Officer of Intercell. On March 16, 2005, Intercell filed
for protection under Chapter 11 of the U.S. Bankruptcy Laws. The Company does
not believe that it will be able to fully collect this receivable and at March
31, 2005, has recorded an allowance of $35,000 in connection with the note
receivable.
In November 2004, the Company loaned $314,000 to Arizcan Properties, Ltd.
("Arizcan"). In exchange for the loan, the Company received an unsecured, 7%
promissory note, due on July 31, 2005. The sole director of Arizcan is related
to a board member of an officer of Intercell. The funds were loaned to
facilitate Arizcan's purchase of an option from certain of the Company's warrant
holders, to initiate the exercise of certain existing warrants to purchase up to
15,700,000 shares of the Company's common stock. The warrants were initially
issued as part of the January 2004 equity placement (Note 6).
4. INVESTMENTS IN AFFILIATES:
Investment in EPT:
On December 11, 2003, a German entity, formed by former employees of EPT,
purchased a controlling 51% equity interest in EPT in exchange for $98,000, of
which $62,787 has been received through March 31, 2005. No gain or loss was
incurred by the Company as a result of this transaction. As a result of the
Company's reduced ownership interest and loss of control of EPT, the Company
deconsolidated EPT as of December 11, 2003, and began accounting for its
investment in EPT under the equity method of accounting at that time. Under the
equity method of accounting, the carrying amount of the Company's investment in
EPT ($189,751 at March 31, 2005) is adjusted to recognize the Company's
proportionate share of EPT's income (loss) each period.
F-11
NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
Nine Months Ended March 31, 2005 and 2004
(Unaudited)
Unaudited financial information of EPT as of March 31, 2005, and for the periods
ended March 31, 2005 and 2004 are as follows:
March 31,
2005
----------
Assets:
Current assets $ 294,702
Equipment 230,901
----------
Total assets $ 525,603
==========
Liabilities and members' equity:
Current liabilities $ 287,907
Members' equity 237,696
----------
Total liabilities and members' equity $ 525,603
==========
Nine Months Ended Nine Months Ended Three Months Ended Three Months Ended
March 31, 2005 March 31, 2004 March 31, 2005 March 31, 2004
------------------- ------------------- ------------------- -------------------
Revenues $ 316,575 $ 34,885 $ 171,716 $ 34,885
Expenses ( 344,951) ( 246,556) (147,112) $ (246,556)
------------------- ------------------- ------------------- -------------------
Net income (loss) $ ( 28,376) $ ( 211,671) $ 24,604 $ (211,671)
=================== =================== =================== ===================
Investment in Joint Venture Interest:
On September 15, 2003, the Company entered into a joint venture agreement with
Scimaxx, LLC, an entity related to the Company in that a member of Scimaxx, LLC
is an officer/director of the Company. The name of the joint venture is Scimaxx
Solutions, LLC (Scimaxx Solutions). The purpose of the joint venture is to
provide the electronics industry with technical solutions to manufacturing
problems based on the need for electrical connectivity.
The Company received a 50% interest in the joint venture in exchange for a
contribution of NCOS equipment with a carrying value of approximately $132,000
at September 15, 2003. The Company also granted Scimaxx Solutions a ten-year,
non-exclusive, non-royalty bearing worldwide license to use the Company's
intellectual property. Scimaxx, LLC was to invest $50,000 cash, of which
$25,800 was received as of March 31, 2005. The terms of the joint venture
provide for the Company to share in 50% of joint venture net profits, if any.
The Company has a 49% voting interest in the joint venture. Through March 31,
2005, the Company has accounted for its investment in Scimaxx Solutions as an
equity method investment.
F-12
NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
Nine Months Ended March 31, 2005 and 2004
(Unaudited)
Unaudited financial information of Scimaxx Solutions as of March 31, 2005, and
for the periods ended March 31, 2005 and 2004, is as follows:
Assets:
Current assets $ 76
Equipment 70,455
-----------
Total assets $ 70,531
===========
Liabilities and members' deficit:
Current liabilities $ 73,295
Members' deficit ( 2,764)
-----------
Total liabilities and members' deficit $ 70,531
===========
September 15, 2003
Nine Months Ended through Three Months Ended Three Months Ended
March 31, 2005 March 31, 2004 March 31, 2005 March 31, 2004
------------------- -------------------- -------------------- --------------------
Revenues $ 5,773 $ 7,579 $ - $ 7,579
Expenses ( 80,781) ( 62,477) ( 27,461) ( 42,644)
------------------- -------------------- -------------------- --------------------
Net loss $ ( 75,008) $ ( 54,898) $ ( 27,461) $ ( 35,065)
=================== ==================== ==================== ====================
In conjunction with the Company's quarterly assessment of its investment in
affiliates, the Company made the decision to impair the value of its investment
in the Scimaxx Solutions to $0. In performing the assessment, management
considered the operational history and status of the joint venture combined with
cash flow projections and other operating information. As a result of this
decision, the Company recorded an impairment charge of $63,544 in the three
months ended March 31, 2005, which is included in equity losses of affiliates.
5. NOTES PAYABLE:
Related Parties:
In June 2003, an officer/director of the Company loaned $10,000 to the Company
in exchange for an unsecured 7% note payable due in December 2003. In September
2003, the same officer/director loaned the Company an additional $30,000 in
exchange for an unsecured, 7% promissory note, due in September 2004. In
January 2004, the Company paid the $40,000 plus accrued interest of $1,247.
In September 2003, Intercell, an affiliate of the Company at the time, loaned
the Company $35,000 in exchange for an unsecured, 7% promissory note due in
September 2004. In November 2003, Intercell loaned the Company $100,000 in
exchange for a 7% promissory note due in November 2004. In January 2004, the
Company paid the $135,000, plus accrued interest of $2,493.
F-13
NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
Nine Months Ended March 31, 2005 and 2004
(Unaudited)
Other:
In February 2004, the Company converted vendor payables of $92,100 into an
unsecured, non-interest bearing note payable due in March 2005. This vendor
along with one other vendor, agreed to forgive $52,500 of the liabilities owed,
and as a result, the Company recognized a gain on the extinguishment in 2004.
6. SHAREHOLDERS' EQUITY:
COMMON STOCK:
Current Year Transactions:
During the nine months ended March 31, 2005, the Company issued 1,200,000 shares
of common stock upon the exercise of warrants. The Company received cash
proceeds of $112,801 (net of $7,200 of offering costs).
Prior Year Transactions:
During the nine months ended March 31, 2004, the Company sold 20,000,000 units
at a price of $0.10 per unit to a limited number of accredited investors in a
private placement transaction exempt from registration under Section 4(2) of the
Securities Act of 1933, as amended, and Regulation D promulgated thereunder.
The Company received an aggregate amount of $2,000,000 cash from the offering
(net of $272,000 of offering costs). Each unit consisted of (i) one share of
the Company's common stock, (ii) a warrant to purchase one share of common stock
at an exercise price of $0.10 per share ("$0.10 warrants"), and (iii) a warrant
to purchase two shares of the Company's common stock at an exercise price of
$0.25 per share (the "$0.25 warrants"). All warrants have an expiration date of
January 20, 2009, unless exercised earlier. As a result of the sale, the
Company issued 20,000,000 shares of its common stock, 20,000,000 $0.10 warrants
and 40,000,000 $0.25 warrants. In November 2004, the Company re-issued
39,500,000 of the warrants with a reduced exercise price of $0.15 per share.
All other terms of the reissued warrants remain unchanged.
During the nine months ended March 31, 2004, the Company sold 769,231 shares of
restricted common stock for cash of $100,000. The Company also issued 200,000
shares of restricted common stock in satisfaction of a $3,635 payable.
During the nine months ended March 31, 2004, warrants to purchase 403,333 shares
of the Company's common stock were exercised (cashless exercise election) in
exchange for 185,064 shares of common stock.
During the nine months ended March 31, 2004, warrants to purchase 732,500 shares
of common stock at an exercise price ranging from $0.30 to $2.81 per share
expired.
F-14
NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
Nine Months Ended March 31, 2005 and 2004
(Unaudited)
7. COMMITMENTS AND CONTINGENCIES
LITIGATION:
Depository Trust Suit:
In May 2004, the Company filed suit against the Depository Trust and Clearing
Corporation ("DTCC"), the Depository Trust Company ("DTC"), and the National
Securities Clearing Corporation ("NSCC") in the Second Judicial District Court
of the County of Washoe, State of Nevada. The suit alleges multiple claims
under the Nevada Revised Statutes 90.570, 90.580, 90.660 and 598A.060 and on
other legal bases. The complaint alleges, among other things, that the DTCC,
DTC and NSCC acted in concert to operate the "Stock Borrow Program," originally
created to address short term delivery failures by sellers of securities in the
stock market. According to the complaint, the DTCC, NSCC and DTC conspired to
maintain significant open fail deliver positions of millions of shares of the
Company's common stock for extended periods of time by using the Stock Borrow
Program to cover these open and unsettled positions. The Company was seeking
damages in the amount of $25,000,000 and treble damages. Responsive pleadings
have been filed by the defendants. On April 27, 2005, the court granted a
motion to dismiss the lawsuit.
Financing Agreement Suit:
In connection with a financing obtained in October 2000, the Company filed
various actions in the United States District Court for the District of Colorado
against, among others, Harvest Court, LLC, Southridge Capital Investments, LLC,
Daniel Pickett, Patricia Singer and Thomson Kernaghan, Ltd. for violations of
federal and state securities laws, conspiracy, aiding and abetting and common
law fraud among other claims. As a result of various procedural rulings, in
January 2002, the United States District Court for the District of Colorado
transferred the case to the United States District Court for the Southern
District of New York, New York City, New York. In this litigation, Harvest
Court, LLC filed counterclaims against the Company, Mr. Metzinger, Ms. Kampmann,
Dr. Neuhaus, Dr. Shaw and a number of unrelated third parties. The
counterclaims allege violations of federal securities laws and other laws.
Harvest Court, LLC is seeking various forms of relief including compensatory and
punitive damages. Responsive pleadings have been filed and the litigation is
currently in the discovery stage.
In May 2001, Harvest Court, LLC filed suit against the Company in the Supreme
Court of the State of New York, County of New York. The suit alleges that the
Company breached an October 20, 2000 Stock Purchase Agreement, by not issuing
7,418,895 free trading shares of the Company's common stock in connection with
the reset provisions of the Purchase Agreement due on the second reset date and
approximately 4,500,225 shares due in connection with the third reset date.
Harvest Court, LLC is seeking the delivery of such shares or damages in the
alternative. In August 2001, the Supreme Court of the State of New York, County
of New York issued a preliminary injunction ordering the Company to reserve and
not transfer the shares allegedly due to Harvest Court, LLC. The Company has
filed counterclaims seeking various forms of relief against Harvest Court, LLC.
F-15
NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
Nine Months Ended March 31, 2005 and 2004
(Unaudited)
The Company intends to vigorously prosecute this litigation and does not believe
the outcome of this litigation will have a material adverse effect on the
financial condition, results of operations or liquidity of the Company.
However, it is too early at this time to determine the ultimate outcome of these
matters.
8. FOREIGN AND DOMESTIC OPERATIONS:
The Company's revenues from continuing operations during the nine-month period
ended March 31, 2004 were generated solely in Germany. There were no revenues
from continuing operations during nine-month period ended March 31, 2005. There
was no significant amount of transfers between geographic areas. Long-lived
assets at March 31, 2005 with a net carrying value of $17,658 were located
solely in the United States.
F-16
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
Certain statements contained in this Form 10-QSB contain "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995 and involve risks and uncertainties that could cause actual results to
differ materially from the results, financial or otherwise, or other
expectations described in such forward-looking statements. Any forward-looking
statement or statements speak only as of the date on which such statements were
made, and the Company undertakes no obligation to update any forward-looking
statement to reflect events or circumstances after the date on which such
statements are made or reflect the occurrence of unanticipated events.
Therefore, forward-looking statements should not be relied upon as prediction of
actual future results.
The independent registered public accounting firm's report on the Company's
financial statements as of June 30, 2004, and for each of the years in the
two-year period then ended, includes a "going concern" explanatory paragraph,
that describes substantial doubt about the Company's ability to continue as a
going concern. Management's plans in regard to the factors prompting the
explanatory paragraph are discussed below and also in Note 1 to the quarterly
Financial Statements.
RESULTS OF OPERATIONS
On April 1, 2003, NCT filed insolvency with the Courts of Munich, Germany.
NCT is presented as discontinued operations in the accompanying condensed
consolidated financial statements. The insolvency filing was made for purposes
of complying with specific German legal requirements. In June 2004, NCT
completed a plan of self-liquidation, and the German court legally dissolved
NCT. As a result, NCT had no income during the three and nine months ended
March 31, 2005 compared to losses of $2,916 and income of $13,261 during the
three and nine months ended March 31, 2004, respectively.
The Company had no revenues from continuing operations during the nine
months ended March 31, 2005 compared to $28,449 for the nine months ended March
31, 2004 (no revenues for the three months ended March 31, 2005 and 2004,
respectively). The $28,449 in revenues during the nine months ended March 31,
2004 was generated from the sale of inlay components to customers by EPT.
The Company recognized $10,538 of other income, of which $10,508 resulted
from a payment of a license fee during the nine months ended March 31, 2005.
The Company recognized $11,907 in interest income during the nine months ended
March 31, 2005 compared to $11,387 during the nine months ended March 31, 2004
($5,720 and $3,188 for the three months ended March 31, 2005 and 2004,
respectively).
Total operating expenses from continuing operations during the nine months
ended March 31, 2005 were $604,296 compared to $1,053,863 for the nine months
ended March 31, 2004 ($213,036 and $295,212 for the three months ended March 31,
2005 and 2004, respectively). The decrease of $449,567, during the nine months
ended March 31, 2005, is primarily attributable to a decrease in general and
administrative expenses, as described below.
1
Nine Months Ended
March 31,
---------------------
Operating Expenses 2005 2004 Decrease
-------------------------- --------- ---------- ----------
General and administrative $ 604,296 $ 998,416 $(394,120)
Research and development $ 0 $ 46,863 $( 46,863)
Sales and marketing $ 0 $ 37,033 $( 37,033)
The decrease of $394,120 in general and administrative expenses is
primarily attributable to a $137,891 decrease in consulting fees, a $117,926
decrease in amortization expense and a $47,528 decrease in legal fees. Such
decreases include the decrease in research and development expenses and sales
and marketing expenses which were a result of the Company's abandonment of its
PI technology in the fourth quarter ended June 30, 2004.
In conjunction with the Company's quarterly assessment of its investment in
affiliates, the Company made the decision to impair the value of its investment
in Scimaxx Solutions to $0. In performing the assessment, management considered
the operational history and status of the joint venture combined with cash flow
projections and other operating information. As a result of the decision, the
Company recorded an impairment charge of $63,544 in the three months ended March
31, 2005.
During the nine months ended March 31, 2005, the Company recognized a net
loss of $696,066 compared to a net loss of $1,048,786 during the nine months
ended March 31, 2004 ($272,204 and $291,888 for the three months ended March 31,
2005 and 2004, respectively). The decrease of $352,720, during the nine months
ended March 31, 2005, is primarily attributable to the decrease of $394,120 in
operating expenses, as explained above, combined with a decrease of $28,449 in
revenues.
LIQUIDITY AND FINANCIAL CONDITION
During the nine months ended March 31, 2005, the Company used $453,194 in
operating activities from continuing operations. Net cash provided by financing
activities from continuing operations was $51,401; $61,400 was used to pay a
note payable, $112,801 was received from the exercise of warrants. Net cash used
in investing activities from continuing operations was $574,000; $349,000 was
issued in the form of notes receivable and $225,000 was advanced to Xact
Resources International, as explained below. The Company had $42,615 of cash and
cash equivalents at March 31, 2005, which is being used to support operations.
During the nine months ended March 31, 2004, the Company used $928,607 in
operating activities from continuing operations and $179,904 was used in
investing activities from continuing operations. During the nine months ended
March 31, 2004, the Company was provided $1,818,000 by financing activities from
continuing operations.
2
As of March 31, 2005, if all existing outstanding warrants issued in a
January 2004 private placement were exercised, the Company will be required to
issue an additional 60,150,000 shares of common stock, and the Company, on a
fully diluted basis (including the reservation of 11,919,120 shares as required
by the court in the Financing Agreement Litigation), would have 179,360,030
shares of common stock issued and outstanding.
As of March 31, 2005, if the warrants issued to investors in the
private placement described above are all exercised, the Company would
receive approximately an additional $7,755,000. However, no assurance can be
given that any of these warrants will be exercised. If the warrants are
exercised, the Company has decided that it may use the additional funds
received from the exercise of these warrants to acquire a revenue generating
company or to acquire technology complementary to the current technology of the
Company, its ownership interest in ExypnoTech and any other licensing agreements
or joint venture agreements that the Company may enter in the future.
As a result of the Company's lack of revenues and liquidity and going
concern issues, the Company has revised its business plan to focus on licensing
its technology to, or entering into joint ventures with companies that may
utilize the technology rather than the development by the Company of its own
products utilizing its technology.
The Company expects to continue to pursue the development and marketing of
its technology through the joint venture arrangement with Scimaxx Solutions and
its ownership interest in EPT and to continue to develop relationships with
companies which it enters into licensing agreements or joint venture agreements
with. At this time, the Company does not have any other operations.
On October 1, 2004, the Company signed a Letter Agreement (the "Agreement")
with Xact Resources International, Inc. ("Xact Resources"). The Agreement is to
provide for the development of a joint venture between the Company and Xact
Resources. The purpose of the joint venture would be to produce, market and sell
YBG-2000, a biotech yeast beta glucan product which has been developed by Xact
Resources. YBG-2000 is a natural beta glucan immune system feed supplement
refined from bakers yeast. It is used to replace antibiotic fast growth
additives which are currently used by producers of feeds for the livestock,
poultry and shrimp industries.
Pursuant to the Agreement, the Company advanced $75,000 to Xact Resources
on October 1, 2004 as temporary financing. In return, the Company has been
provided the exclusive right for a 30-day period to raise $1,500,000 in order to
purchase a 50% ownership interest in the joint venture. On November 3, 2004,
Xact Resources agreed to extend the 30-day period for an additional 60 days. In
return for the extension, the Company agreed to advance an additional $75,000 to
Xact Resources. In January 2005, the Company advanced an additional $75,000 to
Xact Resources in return for an extension to March 1, 2005. In May 2005, the
letter agreement was again extended to June 30, 2005, in return for an
additional advance of $30,000. The $255,000 is to be applied against the
purchase of the 50% ownership or is to be refunded to the Company, should the
Company not be able to raise the funds.
3
In November 2004, the Company loaned $314,000 to Arizcan Properties, Ltd.
("Arizcan"). In exchange for the loan, the Company received an unsecured, 7%
promissory note, originally due on December 31, 2004. The Company has extended
the due date to July 31, 2005. The sole director of Arizcan is related to a
board member and officer of Intercell. The purpose of this loan was to
facilitate Arizcan's purchase of an option from certain of the Company's warrant
holders, to initiate the exercise of certain existing warrants to purchase up to
15,700,000 shares of the Company's common stock. The warrants were initially
issued as part of the January 2004 equity placement.
On December 14, 2004, the Company loaned $35,000 to Intercell International
Corporation in return for an unsecured, 7% promissory note, due December 14,
2005. On March 16, 2005, Intercell International filed for protection under
Chapter 11 of the U.S. Bankruptcy Code. The Company does not expect to receive
payment on the note receivable and accordingly has recorded an allowance of
$35,000 in connection with the note receivable.
The Company continues to evaluate additional merger and acquisition
opportunities.
ITEM 3. CONTROLS AND PROCEDURES
A review and evaluation was performed by the Company's management,
including the Company's Chief Executive Officer (the "CEO") and Chief Financial
Officer (the "CFO"), of the effectiveness of the design and operation of the
Company's disclosure controls and procedures as of a date within 90 days prior
to the filing of this quarterly report. Based on that review and evaluation,
the CEO and CFO have concluded that the Company's current disclosure controls
and procedures, as designed and implemented, were effective. There have been no
significant changes in the Company's internal controls subsequent to the date of
their evaluation. There were no material weaknesses identified in the course of
such review and evaluation and, therefore, no corrective measures were taken by
the Company.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In May 2004, the Company filed suit against the Depository Trust and
Clearing Corporation ("DTCC"), the Depository Trust Company ("DTC"), and the
National Securities Clearing Corporation ("NSCC") in the Second Judicial
District Court of the County of Washoe, State of Nevada. The suit alleges
multiple claims under the Nevada Revised Statutes 90.570, 90.580, 90.660 and
598A.060 and on other legal bases. The complaint alleges, among other things,
that the DTCC, DTC and NSCC acted in concert to operate the "Stock Borrow
Program," originally created to address short term delivery failures by sellers
of securities in the stock market. According to the complaint, the DTCC, NSCC
and DTC conspired to maintain significant open fail deliver positions of
millions of shares of the Company's common stock for extended periods of time by
using the Stock Borrow Program to cover these open and unsettled positions. The
Company was seeking damages in the amount of $25,000,000 and treble damages.
Responsive pleadings have been filed by the defendants. On April 27, 2005, the
court granted a motion to dismiss the lawsuit.
4
ITEM 6. EXHIBITS
(a) EXHIBITS. The following is a complete list of exhibits filed as part
of this Form 10-QSB. Exhibit numbers correspond to the numbers in the
Exhibit Table of Item 601 of Regulation S-B.
Exhibit 11 Computation of Net Loss Per Share
Exhibit 31.1 Certification of Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act
Exhibit 31.2 Certification of Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act
Exhibit 32.1 Certification of Principal Executive Officer pursuant to
Section 906 of the Sarbanes-Oxley Act
Exhibit 32.2 Certification of Principal Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act
(b) CURRENT REPORTS ON FORM 8-K. The registrant did not file any current
reports on Form 8-K during the quarter ended March 31, 2005.
5
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
NANOPIERCE TECHNOLOGIES, INC.
(REGISTRANT)
Date: May 16, 2005 /s/Paul H. Metzinger
---------------------------------------
Paul H. Metzinger,
President & CEO
Date: May 6, 2005 /s/Kristi J. Kampmann
---------------------------------------
Kristi J. Kampmann,
Chief Financial Officer
6