UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-QSB
(X) Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of
1934 for the quarterly period ended September 30, 2006
Commission File No. 0-27857
AcuNetx, Inc.
------------------
(Exact name of small business issuer as specified in its charter)
Nevada 88-0249812
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1000 S. McCaslin, Suite 300, Superior, CO 80027
-----------------------------------------------
(Address of principal executive offices)
303-494-1681
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(Issuer's telephone number)
Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file for
such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
As of September 30, 2006 the issuer had 57,924,814 shares of common stock
outstanding.
Transitional Small Business Disclosure Format (check one) [ ] Yes; [X] No
CAUTIONARY NOTICE REGARDING FORWARD LOOKING STATEMENTS
This Report on Form 10-QSB contains a number of forward-looking statements
that reflect management's current views and expectations with respect to our
business, strategies, products, future results and events and financial
performance. All statements made in this Report other than statements of
historical fact, including statements that address operating performance, events
or developments that management expects or anticipates will or may occur in the
future, including statements related to distributor channels, volume growth,
revenues, profitability, new products, acquisitions, adequacy of funds from
operations, statements expressing general optimism about future operating
results and non-historical information, are forward-looking statements. In
particular, the words "BELIEVE," "EXPECT," "INTEND," "ANTICIPATE," "ESTIMATE,"
"MAY," "WILL," variations of such words, and similar expressions identify
forward-looking statements, but are not the exclusive means of identifying such
statements and their absence does not mean that the statement is not
forward-looking. These forward-looking statements are subject to certain risks
and uncertainties, including those discussed below. Our actual results,
performance or achievements could differ materially from historical results as
well as those expressed in, anticipated or implied by these forward-looking
statements. We undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.
Readers should not place undue reliance on these forward-looking
statements, which are based on management's current expectations and projections
about future events, are not guarantees of future performance, are subject to
risks, uncertainties and assumptions (including those described below) and apply
only as of the date of this Report. Our actual results, performance or
achievements could differ materially from the results expressed in, or implied
by, these forward-looking statements. Factors that could cause or contribute to
such differences include, but are not limited to, those discussed below
"Management's Discussion and Analysis and Plan of Operation," as well as those
discussed elsewhere in this Report, and the risks discussed in our most recently
filed Annual Report on Form 10-KSB and in the press releases and other
communications to shareholders issued by us from time to time which attempt to
advise interested parties of the risks and factors that may affect our business.
-2-
ACUNETX, INC. (F/K/A EYE DYNAMICS, INC.)
BALANCE SHEET
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ASSETS
Current Assets
Cash $ 92,567
Accounts receivable, net 68,611
Inventory 303,517
Prepaid expenses 93,571
------------
Total Current Assets 558,266
Property and equipment, net 29,191
Goodwill 4,823,500
Other intangible assets 127,427
Deferred tax assets 220,635
Other investment 149,363
Other assets 1,563
------------
TOTAL ASSETS $ 5,909,945
============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 529,365
Accrued liabilities 277,259
Notes payable, current portion 196,782
------------
Total Current Liabilities 1,003,406
Long-Term Debt 56,999
------------
Total Liabilities 1,060,405
------------
Stockholders' Equity
Common stock, $0.001 par value; 100,000,000 shares authorized;
57,924,814 shares issued and outstanding 57,925
Paid-in capital 10,121,371
Accumulated deficit (5,329,756)
------------
Total Stockholders' Equity 4,849,540
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 5,909,945
============
ACUNETX, INC. (F/K/A EYE DYNAMICS, INC.)
STATEMENT OF OPERATIONS
FOR THREE MONTHS FOR NINE MONTHS
ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
---------------------------------- ------------------------------
2006 2005 2006 2005
------------------------------------------------------------------------------------------------------------------------
Sales - Products $ 764,763 $ 283,005 $ 1,420,068 $1,002,699
Cost of Products 126,337 122,340 395,825 459,674
-----------------------------------------------------------------------
Gross profit 638,426 160,665 1,024,243 543,025
-----------------------------------------------------------------------
Operating Expenses:
Selling, general and administrative expenses 1,117,913 383,377 3,087,175 798,732
Stock option expenses 109,737 - 354,613 -
Research and development 28,450 - 220,028 -
-----------------------------------------------------------------------
Total Operating Expenses 1,256,100 383,377 3,661,816 798,732
-----------------------------------------------------------------------
Operating loss (617,674) (222,712) (2,637,573) (255,707)
-----------------------------------------------------------------------
Other income(expenses)
Interest and other income 620 3,753 17,468 4,031
Loss on equity-method investments (9,232) - (37,922) -
Interest expense (9,902) (194) (29,149) (1,282)
-----------------------------------------------------------------------
Total other income (expenses) (18,514) 3,559 (49,603) 2,749
-----------------------------------------------------------------------
Net loss before taxes (636,188) (219,153) (2,687,176) (252,958)
Provision for income taxes (benefits) - (3,565) 1,166 (1,489)
-----------------------------------------------------------------------
Net loss $ (636,188) $ (215,588) $ (2,688,342) $ (251,469)
=======================================================================
Net loss per share-basic and diluted $ (0.01) $ (0.01) $ (0.05) $ (0.01)
=======================================================================
Weighted average number of common shares 57,458,147 21,674,880 56,079,000 20,433,169
-3-
ACUNETX, INC. (F/K/A EYE DYNAMICS, INC.)
STATEMENT OF CASH FLOW
FOR NINE MONTHS ENDED SEPTEMBER 30, 2006 2005
-----------------------------------------------------------------------------------------------------------------
CASH FLOW FROM OPERATING ACTIVITIES:
Net loss $(2,688,342) $ (251,469)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation 8,879 319
Issuance of stock and stock equity awards for services 787,415 68,000
Provision for bad debt 9,083 --
Provision for loan loss -- 9,116
Deferred income tax (benefit) 366 (2,289)
Loss on investment accounted for under equity method 37,922 --
Write-off fixed assets 1,174 --
(Increase) Decrease in:
Accounts Receivable 38,405 (56,966)
Inventory 17,743 (117,267)
Prepaid and Others (4,168) 21,549
Increase in Accounts Payable and Accrued Liabilities 449,928 43,725
------------------------------
NET CASH USED IN OPERATING ACTIVITIES (1,341,595) (285,282)
------------------------------
CASH FLOW FROM INVESTING ACTIVITIES:
Closing of Certificates of Deposit 305,274 --
Capitalization of patent costs (27,734) --
Capitalization of trademark (10,072) --
Purchase of Equipment (5,161) (7,190)
Repayment of Notes Receivable -- 3,000
Purchase of Certificates of Deposit -- (402,977)
------------------------------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES 262,307 (407,167)
------------------------------
CASH FLOW FROM FINANCING ACTIVITIES:
Net proceeds from sale of common stock 1,036,529 --
Net proceeds from exercise of warrants 20,000 --
Net repayments on notes payable (56,014) --
------------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 1,000,515 --
------------------------------
NET DECREASE IN CASH (78,773) (692,449)
CASH BALANCE AT BEGINNING OF PERIOD 171,340 847,235
------------------------------
CASH BALANCE AT END OF PERIOD $ 92,567 $ 154,786
==============================
Supplemental Disclosures of Cash Flow Information:
Interest Paid $ 21,852 $ --
Taxes Paid $ 800 $ 800
Taxes Refund $ -- $ 4,560
Schedule of noncash investing and financing activities: Issuance of common
stock for:
Merger adjustment $ 362 $ --
Notes Payable -- 40,000
Accrued Interest -- 6,339
------------------------------
$ 362 $ 46,339
==============================
Note payable incurred for purchase of fixed assets $ 1,787 $ --
-4-
ACUNETX, INC. (F/K/A EYE DYNAMICS, INC.)
NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2006
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NOTE 1 - NATURE OF BUSINESS
AcuNetx, Inc., a Nevada corporation, (the "Company" or "AcuNetx", formerly known
as Eye Dynamics, Inc. or "EDI") combines diagnostic, analytical and therapeutic
devices with proprietary software to permit: health providers to diagnose and
treat balance disorders and various bone deficiencies; law enforcement officers
to evaluate roadside sobriety; and employers in high-risk industries to
determine, in real-time, the mental fitness of their employees to perform
mission-critical tasks. AcuNetx is headquartered in Superior Colorado, and has
operating divisions in Torrance, California.
On December 23, 2005, the Company completed the merger with OrthoNetx, Inc.
("OrthoNetx" or "ONX"), a Colorado-based provider of medical devices for
osteoplastic surgery. The acquisition was completed as a stock transaction in
which ONX shareholders received the number of shares equal to the number of
EDI's outstanding shares at the closing date. Following the merger, the Company
changed its name to AcuNetx, Inc. and shifted its headquarters to Superior,
Colorado. The President and CEO of ONX assumed the position of President and CEO
of the merged company.
AcuNetx is organized around three separate divisions: (i) a medical division
with neurological diagnostic equipment, (ii) a medical division with devices
that create new bone, and (iii) a division with products for occupational safety
and law enforcement. For all its devices, AcuNetx is integrating an information
technology (IT) platform that allows the device to capture data about the
physiological condition of a human being. The Company's IT platform is designed
to gather data and connect the device-related data with users and support
persons. Its products include the followings: (a) Neurological diagnostic
equipment that measures, tracks and records human eye movements, utilizing our
proprietary technology and computer software, as a method to diagnose problems
of the vestibular (balance) system and other balance disorders; (b) Devices
designed to test individuals for impaired performance resulting from the
influences of alcohol, drugs, illness, stress and other factors that affect eye
and pupil performance. These products target the occupational safety and law
enforcement markets; (c) Orthopedic and craniomaxillofacial (skull and jaw)
surgery products, which generate new bone through the process of distraction
osteogenesis; and (d) A proprietary information technology system called
SmartDevice-Connect(TM) ("SDC") that establishes product registry to individual
patients and tracks device behavior for post-market surveillance, adverse event
and outcomes reporting, and creates "smart devices" that gather and transmit
physiological data concerning the device and its interaction with the patient.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRESENTATION OF INTERIM INFORMATION: The financial information at September 30,
2006 and for the three and nine months ended September 30, 2006 and 2005 is
unaudited but includes all adjustments (consisting only of normal recurring
adjustments) that the Company considers necessary for a fair presentation of the
financial information set forth herein, in accordance with accounting principles
generally accepted in the United States of America ("U.S. GAAP") for interim
financial information, and with the instructions to Form 10-QSB. Accordingly,
such information does not include all of the information and footnotes required
by U.S. GAAP for annual financial statements. For further information refer to
the Consolidated Financial Statements and footnotes thereto included in the
Company's Annual Report on Form 10-KSB for the year ended December 31, 2005.
The results for the three and nine months ended September 30, 2006 may not be
indicative of results for the year ending December 31, 2006 or any future
periods.
PRINCIPLE OF CONSOLIDATION AND PRESENTATION: The accompanying financial
statements include the accounts of AcuNetx, Inc. and its divisions after
elimination of all intercompany accounts and transactions. Certain prior period
balances have been reclassified to conform to the current period presentation.
-5-
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
USE OF ESTIMATES: The preparation of the accompanying consolidated financial
statements in conformity with accounting principles generally accepted in the
United States (U.S. GAAP) requires management to make certain estimates and
assumptions that directly affect the results of reported assets, liabilities,
revenue, and expenses. Actual results may differ from these estimates.
OTHER INTANGIBLE ASSETS: Other intangible assets consist primarily of
intellectual property and trademarks. The Company capitalizes intellectual
property costs as incurred, excluding costs associated with Company personnel,
relating to patenting its technology. The majority of capitalized costs
represent legal fees related to a patent application. If the Company elects to
stop pursuing a particular patent application or determines that a patent
application is not likely to be awarded or elects to discontinue payment of
required maintenance fees for a particular patent, the Company, at that time,
records as expense the capitalized amount of such patent application or patent.
Awarded patents will be amortized over the shorter of the economic or legal life
of the patent. Trademarks are not amortized, but rather are tested for
impairment at least annually. There was no impairment of other intangible assets
for nine months ended September 30, 2006. The Company had no other intangible
assets in 2005.
GOODWILL: Goodwill represents the excess of the purchase price in the merger
with OrthoNetx (see Note 10 to interim unaudited consolidated financial
statements) over the fair value of net tangible and intangible assets acquired
in the merger. Goodwill amounts are not amortized, but rather are tested for
impairment at least annually. There was no impairment of goodwill for nine
months ended September 30, 2006. The Company had no goodwill in 2005
INVESTMENT: The Company held 20% of the issued and outstanding common stock of a
Colorado privately-held company. The Company accounts for the investment using
the equity method of accounting. Under the equity method, the carrying amount of
the investment is increased for its proportionate share of the investee's
earning or decreased for its proportionate share of the investee's loss. During
the nine month period ended September 30, 2006, the Company recorded losses of
$37,922, as its pro rata share of net losses in this privately-held company. The
Company had no equity method investment in 2005.
The Company monitors the investment for impairment and makes appropriate
reductions in carrying value if the Company determines that an impairment charge
is required based primarily on the financial condition and near-term prospects
of this company.
INCOME (LOSS) PER COMMON SHARE: Basic net income (loss) per share includes no
dilution and is computed by dividing net income (loss) available to common
stockholders by the weighted average number of common stock outstanding for the
period. Diluted earnings per share is computed by dividing net income by the
weighted average number of shares outstanding and, when, diluted, potential
shares from options and warrants to purchase common stock using the treasury
stock method. Diluted net loss per common share does not differ from basic net
loss per common share since potential shares of common stock are anti-dilutive
for all periods presented.
STOCK-BASED COMPENSATION: Prior to January 1, 2006, the Company's stock option
plans were accounted for under the recognition and measurement provisions of APB
Opinion No. 25 (Opinion 25), "ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES," and
related Interpretations, as permitted by FASB Statement No. 123, "ACCOUNTING FOR
STOCK-BASED COMPENSATION" (as amended by SFAS No. 148, "ACCOUNTING FOR
STOCK-BASED COMPENSATION TRANSITION AND DISCLOSURE") (collectively SFAS 123). No
stock-based employee compensation cost was recognized in the Company's
consolidated statements of operations through December 31, 2005, as all options
granted under the plans had an exercise price equal to the market value of the
underlying common stock on the date of grant. Effective January 1, 2006, the
Company adopted the fair value recognition provisions of FASB Statement No.
123(R), "SHARE-BASED PAYMENT" (SFAS 123R), using the
modified-prospective-transition method. Under that transition method,
compensation cost recognized in 2006 includes: (a) compensation cost for all
share-based payments granted prior to, but not yet vested as of January 1, 2006
based on the grant date fair value calculated in accordance with the
-6-
NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
original provisions of SFAS 123, and (b) compensation cost for all share-based
payments granted subsequent to December 31, 2005, based on the grant-date fair
value estimated in accordance with the provisions of SFAS 123(R).
For the three and nine months ended September 30, 2006, as a result of adopting
SFAS 123(R) on January 1, 2006, the Company recognized pre-tax compensation
expense related to stock options of $109,737 and $354,613, respectively. The
following table illustrates the effect on net loss and net loss per share if the
Company had applied the fair value recognition provisions of SFAS 123 to options
granted under the Company's stock option plan for the three and nine months
ended September 30, 2005. For purposes of this pro forma disclosure, the value
of the options is estimated using the Black-Scholes option-pricing model and is
being amortized to expense over the options' vesting periods.
Three Months Nine Months
ended ended
September 30, September 30,
2005 2005
----------- ----------
Net loss, as reported $ (215,588) $ (251,469)
Deduct: Total stock-based employee compensation expense
determined under the fair value of awards , net of tax
related effects -- 39,600
----------- ----------
Pro forma net loss $ (215,588) $ (291,069)
=========== ==========
Reported net loss per share-basic and diluted $ (0.01) $ (0.01)
=========== ==========
Pro forma loss per share-basic and diluted $ (0.01) $ (0.01)
=========== ==========
The Company accounts for stock issued to non-employees in accordance with the
provisions of SFAS No. 123 and the EITF Issue No. 00-18, "ACCOUNTING FOR EQUITY
INSTRUMENTS THAT ARE ISSUED TO OTHER THAN EMPLOYEES FOR ACQUIRING, OR IN
CONJUNCTION WITH SELLING, GOODS OR SERVICES." SFAS No. 123 states that equity
instruments that are issued in exchange for the receipt of goods or services
should be measured at the fair value of the consideration received or the fair
value of the equity instruments issued, whichever is more reliably measurable.
Under the guidance in Issue 00-18, the measurement date occurs as of the earlier
of (a) the date at which a performance commitment is reached or (b) absent a
performance commitment, the date at which the performance necessary to earn the
equity instruments is complete (that is, the vesting date).
NEW ACCOUNTING PRONOUNCEMENTS: In June 2006, the Financial Accounting Standards
Board (FASB) issued Interpretation No. 48, "ACCOUNTING FOR UNCERTAINTY IN INCOME
TAXES", ("FIN 48"). This Interpretation clarifies the accounting for uncertainty
in income taxes recognized in an enterprise's financial statements in accordance
with FASB Statement No. 109, "ACCOUNTING FOR INCOME TAXES." This Interpretation
prescribes a recognition threshold and measurement attribute for the financial
statement recognition and measurement of a tax position taken or expected to be
taken in a tax return. This Interpretation also provides guidance on
derecognition, classification, interest and penalties, accounting in interim
periods, disclosure, and transition. FIN 48 is effective for fiscal years
beginning after December 15, 2006. The Company does not expect the adoption of
FIN 48 to have a material impact on its consolidated financial statements.
-7-
In September 2006, the FASB issued Statement of Financial Accounting Standards
(SFAS) No. 157, "FAIR VALUE MEASUREMENTS." SFAS No. 157 defines fair value,
establishes a framework for measuring fair value in generally accepted
accounting principles, and expands disclosures about fair value measurements.
This statement addresses how to calculate fair value measurements required or
permitted under other accounting pronouncements. Accordingly, this statement
does not require any new fair value measurements. However, for some entities,
the application of the statement will change current practice. SFAS No. 157 is
effective for the Company beginning January 1, 2008. The Company is currently
evaluating the impact of this standard.
In September 2006, the Securities and Exchange Commission ("SEC") staff issued
Staff Accounting Bulletin No. 108 ("SAB 108"), "CONSIDERING THE EFFECTS OF PRIOR
YEAR MISSTATEMENTS WHEN QUANTIFYING MISSTATEMENTS IN CURRENT YEAR FINANCIAL
STATEMENTS." The stated purpose of SAB 108 is to provide consistency between how
registrants quantify financial statement misstatements.
Prior to the issuance of SAB 108, there have been two widely-used methods, known
as the "roll-over" and "iron curtain" methods, of quantifying the effects of
financial statement misstatements. The roll-over method quantifies the amount by
which the current year income statement is misstated while the iron curtain
method quantifies the error as the cumulative amount by which the current year
balance sheet is misstated. Neither of these methods considers the impact of
misstatements on the financial statements as a whole.
SAB 108 established an approach that requires quantification of financial
statement misstatements based on the effects of the misstatement on each of the
Company's financial statements and the related financial statement disclosures.
This approach is referred to as the "dual approach" as it requires
quantification of errors under both the roll-over and iron curtain methods.
SAB 108 allows registrants to initially apply the dual approach by either
retroactively adjusting prior financial statements as if the dual approach had
always been used, or by recording the cumulative effect of initially applying
the dual approach as adjustments to the carrying values of assets and
liabilities as of January 1, 2006 with an offsetting adjustment recorded to the
opening balance of retained earnings.
The Company will initially apply SAB 108 using the cumulative effect transition
method in connection with the preparation of the annual financial statements for
the year ending December 31, 2006. The Company does not believe the adoption of
SAB 108 will have a significant effect on its consolidated financial statements.
The FASB has also issued SFAS No. 155, "ACCOUNTING FOR CERTAIN HYBRID FINANCIAL
INSTRUMENTS-AN AMENDMENT OF FASB STATEMENTS NO. 133 AND 140," SFAS No. 156,
"ACCOUNTING FOR SERVICING OF FINANCIAL ASSETS-AN AMENDMENT OF FASB STATEMENT NO.
140," and FAS 158, "EMPLOYER'S ACCOUNTING FOR DEFINED BENEFIT PENSION AND OTHER
POSTRETIREMENT PLANS," but they will not be applicable to the current operations
of the Company. Therefore a description and the impact on the Company's
operations and financial position for each of the pronouncements above have not
been disclosed.
-8-
NOTE 3 - BALANCE SHEET DETAILS
The following tables provide details of selected balance sheet items:
ACCOUNTS RECEIVABLE, NET
------------------------
Accounts Receivable $ 77,313
Other Receivable 57
Allowance for Bad Debt (8,759)
---------
Total Accounts Receivable, Net $ 68,611
=========
PREPAID EXPENSES AND OTHERS
---------------------------
Prepaid Insurance $ 20,447
Prepaid rent and deposit 6,411
Other Prepaid Expenses 66,713
---------
Total Prepaids and Others $ 93,571
=========
PROPERTY AND EQUIPMENT, NET
---------------------------
Furniture and Fixtures $ 9,531
Equipment 50,611
Software 5,110
---------
65,252
Accumulated Depreciation (36,061)
---------
Total Property and Equipment, Net $ 29,191
=========
ACCRUED LIABILITIES
-------------------
Credit Cards Payable $ 27,606
Warranty reserve 8,462
Accrued payroll and related taxes 169,306
Accrued consulting fees 12,000
Accrued vacation 34,102
Customer deposit 19,000
Other accrued liabilities 6,783
---------
Total Accrued Liabilities $ 277,259
=========
NOTE 4 - LONG-TERM DEBT
Installment note payable to a related party, monthly payments
total $14,263, including interest at 13%. The original note
amount was $300,000. Matures December 31, 2007. $ 251,739
Installment note payable secured by computer equipment.
Monthly payments total $81, including interest at 18.99%. The
original note amount was $2,062. Matures July 21, 2009. 2,042
----------
Total 253,781
Less: current portion (56,999)
----------
$ 196,782
==========
-9-
NOTE 4 - LONG-TERM DEBT (CONTINUED)
The Company has a note payable to a related party which initially bears
interest at 0.75% above the Wall Street Journal Prime Rate (8.0% at December 31,
2005) and matures on January 10, 2006. On January 17, 2006, the note agreement
was amended to reflect that the payment date of the loan be extended for two
years, that the interest rate be increased to 13% per annum and that the
remaining principal balance be amortized and payable over 2 years. The note is
collateralized by substantially all assets of the Company and personal guarantee
by the CEO and two shareholders. As of September 30, 2006, the Company was in
default of four monthly payments, aggregate of $57,050, including accrued
interest of $8,007. Total interest expense paid to the related party for the
nine months ended September 30, 2006 was $21,710.
The following is a schedule of the maturities of long-term debt:
Years ended December 31,
-----------------------------------------
2006 (October 1 through December 31) $ 79,790
2007 172,696
2008 765
2009 530
-------------
$ 253,781
=============
In April 2005, the Company converted long-term notes payable of $40,000 and
accrued interest of $6,339 into 3,591,799 shares of common stock pursuant to the
conversion privileges stated in the original note agreements. As a result, the
Company did not recognize any gain or loss from these conversions.
NOTE 5 - INCOME TAXES
The components of the deferred net tax assets are as follows:
For Three Months ended For Nine Months ended
September 30, September 30,
2006 2005 2006 2005
--------------------------------------------------------------------------------
Federal:
Current $ -- $ -- $ -- $ --
Deferred -- (2,716) 377 (1,440)
--------------------------------------------------------------------------------
-- (2,716) 377 (1,440)
--------------------------------------------------------------------------------
State:
Current -- -- 800 800
Deferred -- (849) (11) (849)
--------------------------------------------------------------------------------
-- (849) 789 (49)
--------------------------------------------------------------------------------
Total $ -- $(3,565) $ 1,166 $(1,489)
================================================================================
The Company had removed the valuation allowance as of December 31, 2003 because
it believed it was more likely than not that all deferred tax assets would be
realized in the foreseeable future and was reflected as a credit to operations.
However, as of December 31, 2005, the Company's ability to utilize its federal
net operating loss carryforwards is uncertain due to the net loss of the year
and the merger with OrthoNetx which has net operating loss carryforwards
approximately of $1,700,000 as of that date, and thus a valuation reserve has
been provided against the Company's net deferred tax assets.
As of December 31, 2005, the Company has net operating loss carryforwards of
approximately, $3,200,000 and $833,000 to reduce future federal and state
taxable income, respectively. To the extent not utilized, the federal net
operating loss carryforwards will begin to expire in fiscal 2009 and the state
net operating loss carryforwards will begin to expire in fiscal 2012.
-10-
NOTE 6 - STOCKHOLDERS' EQUITY
Private Placement Offering
--------------------------
In September 2005, OrthoNetx commenced a private placement offering ("Offering")
of equity securities to raise on a best efforts basis a maximum of $1,500,000 in
conjunction with the planned merger with Eye Dynamics discussed in Note 3. There
is no minimum amount required to be raised with the Offering. The Offering
consists of units priced at $50,000 per unit. Each unit consists of (a) shares
of the OrthoNetx's common stock at a price equal to the lesser of $.22 per share
or 90% of the average closing price of Eye Dynamics common stock over the 30
days prior to the closing of the merger with Eye Dynamics and (b) warrants to
purchase additional shares of the OrthoNetx's common stock equal to 50% of the
number of shares of common stock purchased in the Offering, exercisable for two
years at $.33 per share. Total proceeds from this offering were $650,000; the
Company received net proceeds of $602,779 after offering expenses. Additional
offering expenses of $81,250 were paid, of which $15,000 was paid in cash in
2005; $16,250 was paid in cash in 2006; and the balance of $50,000 was paid in
277,778 shares of AcuNetx's common stock. All cash proceeds were received in
January 2006 and total of 3,888,892 shares of AcuNetx's common stock, including
the 277,778 shares, were issued.
In March 2006, a Subscription Agreement from the 2005 Private Placement
Memorandum was fulfilled in the amount of $500,000, resulting in $450,000 net
proceeds after offering expenses. Galen Capital Group, the former financial
advisor, is the investor and received 2,777,778 shares of common stock of the
Company for their investment.
On September 7, 2006, the Company entered into a Placement Agency Agreement (the
"Agreement") to obtain bridge financing up to $500,000. In return, the Company
issued 500,000 shares of restricted common stocks to the placement agent, of
which 250,000 shares were vested upon signing of the Agreement and the balance
of 250,000 shares will vest at such time as the Company and the placement agent
agree to market the Company and the placement agent makes the first introduction
of the Company to a prospective buyer, either by a meeting or teleconference.
The shares were valued at the closing market price on the date of agreement,
which was $0.12 per share. The total of $60,000 was charged to operations. As of
September 30, 2006, no money was raised by the placement agent.
Exercise of warrants
----------------------------
During the first nine months of 2006, there were stock warrants exercised. The
Company received total proceeds of $20,000. No stock warrants were exercised in
2005.
Non-Executive Directors' Stock Plan
-----------------------------------
On February 27, 2006 the Board of Directors agreed to provide 300,000 shares of
restricted stock to each of the four nonemployee directors as compensation for
2006 services pursuant to the 2006 Non-Executive Stock Plan established on
January 1, 2006. The shares were ratified valuing at $0.18 per share which was
the closing market price on the effective date of the Plan, and were amortized
on a straight-line basis over a twelve month period. For the three and nine
months ended September 30, 2006, the Company recognized directors' compensation
of $40,500 and $144,000. The Plan shall be in effect until December 31, 2006.
Increase of Authorized Shares
-----------------------------
In March 2006, the Board of Directors approved an increase in the authorized
number of shares of Common Stock to 200 million. Increase in authorized Common
Stock requires shareholder approval, which will be sought at the next
shareholder meeting. If approved at that time, the Articles of Incorporation
will be amended.
NOTE 7 - STANDBY EQUITY DISTRIBUTION AGREEMENT
On January 31, 2006, the Company entered into a Standby Equity Distribution
Agreement (SEDA) with Cornell Capital Partners, LP ("Cornell"), to finance the
continued development of its products. Under the agreement, Cornell has
committed to provide up to $12 million of equity financing to be drawn down over
a 24-month period at the Company's discretion. The financing will become
available after the Company has filed a Registration Statement covering the
securities with the Securities and Exchange Commission (the "SEC"), and the SEC
has declared the Registration Statement effective. The maximum amount of each
drawdown is $500,000, and there must be at least five trading days between
drawdowns.
-11-
Under the Standby Equity Distribution Agreement, each drawdown is actually a
sale by the Company to Cornell of newly-issued shares of common stock, in the
amount necessary to equate to the desired cash proceeds. Cornell will pay the
Company 98% of, or a 2% discount to, the lowest closing bid price of the
Company's common stock during the five consecutive trading day period
immediately following the date the Company notifies Cornell that the Company
desires to access the Standby Equity Distribution Agreement. Under the
agreement, the Company may not issue Cornell a number of shares of common stock
such that it would beneficially own greater than 9.99% of the Company's
outstanding shares of common stock.
In addition, Cornell Capital Partners will retain 5% of each cash payment under
the Standby Equity Distribution Agreement as a commitment fee. The Company also
issued, as amended, 1,090,266 shares of common stock to Cornell Capital Partners
as a one-time commitment fee. The 2% discount, the 5% commitment fee and the
shares of common stock are considered to be underwriting discounts payable to
Cornell Capital Partners. The Company also paid $5,000 as a due diligence fee to
Cornell Capital Partners.
The Company also agreed to pay Yorkville Advisors, LLC, an affiliate of Cornell
Capital Partners, a structuring fee of $10,000 upon the earlier to occur of (i)
the first drawdown under the Standby Equity Distribution Agreement, or (ii)
April 21, 2006, as well as a fee of $500 per advance made.
Under the agreement, the Company has issued three warrants to purchase the
Company's common stock to Cornell. The first is a one-year warrant for 250,000
shares, with an exercise price of $0.50 per share. The second is a two-year
warrant for 250,000 shares, with an exercise price of $1.00 per share. The third
is a three year warrant for 500,000 shares, with an exercise price of $2.00 per
share. The warrants were valued at $83,802 using Black-Scholes option-pricing
model and were charged to operations.
The Company agreed to register for resale, on Form SB-2, the shares of common
stock which the Company sell to Cornell Capital Partners under the Standby
Equity Distribution Agreement, as well shares issuable upon exercise of the
warrants and the shares issued as a commitment fee.
The Company engaged Monitor Capital, Inc., a registered broker-dealer, to act as
placement agent in connection with the Standby Equity Distribution Agreement,
pursuant to a Placement Agent Agreement dated as of January 31, 2006. The
Company paid Monitor Capital, Inc. 57,143 shares of Common Stock as a fee under
the Placement Agent Agreement. The shares were valued at $0.175 per share. The
total of $10,000 was charged to operations.
NOTE 8 - STOCK OPTIONS
On March 27, 2006 the Board of Directors approved and adopted the 2006 Stock
Incentive Plan to provide for the issuance of incentive stock options and/or
nonstatutory options to all employees and nonstatutory options to consultants
and other service providers. Generally, all options granted to employees and
consultants expire ten and three years, respectively, from the date of grant.
All options have an exercise price higher than the fair market value of the
Company's stock on the date the options were granted. It is the policy of the
Company to issue new shares for stock option exercised and restricted stock,
rather than issue treasury shares. Options generally vest over three years. The
plan reserves 14 million shares of common stock under the Plan and shall be
effective through December 31, 2015.
On January 3, 2005, the Board of Directors approved the issuance of stock
options to directors in the amount of 20,000 shares for each of the years from
1999 through 2004. The total options for each of directors shall be 120,000
shares. The options are vesting immediately and exercisable at $0.15 per share
through January 3, 2007.
A summary of the status of stock options issued by the Company as of September
30, 2006 and 2005 is presented in the following table.
-12-
2006 2005
---------------------------------------------------------------
Weighted Weighted
Number Average Number Average
of Exercise of Exercise
Shares Price Shares Price
---------------------------------------------------------------
Outstanding at beginning of year 415,000 $ 0.15 - $ -
Granted 6,894,102 0.21 360,000 0.15
Exercised/Expired/Cancelled - - - -
---------------- ----------------
Outstanding at end of period 7,309,102 $ 0.21 360,000 $ 0.15
================ ================
Exercisable at end of period 1,309,102 $ 0.19 360,000 $ 0.15
================ ================
The fair value of each stock option granted is estimated on the date of grant
using the Binominal Lattice option valuation model for 2006 and the
Black-Scholes Merton option valuation model for 2005. Both models use the
assumptions listed in the table below. Expected volatilities are based on the
historical volatility of the Company's stock. The risk-free rate for periods
within the expected life of the option is based on the U.S. Treasury yield curve
in effect at the time of grant.
2006 2005
----------------------------
Weighted average fair value per option granted $ 0.17 $ 0.11
Risk-free interest rate 4.41% 3.18%
Expected dividend yield 0.00% 0.00%
Expected lives 9.80 2.00
Expected volatility 155.69% 163.36%
As of September 30, 2006 there was $786,360 of total unrecognized compensation
cost related to nonvested share-based compensation arrangements granted under
the various plans. That cost is expected to be recognized over a weighted
average period of 2.25 years.
NOTE 9 - NET INCOME (LOSS) PER SHARE
The following table sets forth the computation of basic and diluted net income
(loss) per share:
Three Months ended Nine Months ended
September 30, September 30,
2006 2005 2006 2005
-------------------------------- --------------------------------
Numerator:
Net loss $ (636,188) $ (215,588) $ (2,688,342) $ (251,469)
------------- ------------- ------------- -------------
Denominator:
Weighted average number of common shares 57,458,147 21,674,880 56,079,000 20,433,169
------------- ------------- ------------- -------------
Net loss per share-basic and diluted $ (0.01) $ (0.01) $ (0.05) $ (0.01)
============= ============= ============= =============
As the Company incurred net loss for the nine months ended September 30, 2006,
the effect of dilutive securities totaling 462,271 equivalent shares have been
excluded from the calculation of diluted loss per share because their effect was
anti-dilutive. Stock options and warrants to purchase approximately 5,503,548
shares of the Company's common stocks were outstanding, but were not included in
the computation of diluted net loss per share for the three months ended
September 30, 2006 because the exercise price of the stock options and warrants
was greater than the average share price of the common shares, and, therefore,
the effect would have been antidilutive.
-13-
As the Company incurred net loss for the three and nine months ended September
30, 2005, the effect of dilutive securities totaling 475,384 and 2,101,182
equivalent common shares, respectively, have been excluded from the calculation
of diluted net loss per share because their effect was anti-dilutive.
NOTE 10 - MERGERS AND ACQUISITIONS
Pursuant to the Agreement and Plan of Merger ("ONX Agreement") with OrthoNetx,
Inc., a privately-held company in Colorado, dated September 1, 2005, the Company
acquired 100% of the issued and outstanding common stock of OrthoNetx. The
acquisition was completed on December 23, 2005.
OrthoNetx, Inc., which was formed in 1996, develops, manufactures, markets and
supports proprietary medical devices for distraction osteogenesis (mechanically
induced growth of new bone and adjacent soft tissues) to treat human
bone-related tissue deficiencies and deformities, both congenital and acquired.
OrthoNetx has patented and developed its GENEROS(TM) family of distraction
osteogenesis devices for infants, children and adults with: (a) craniofacial
deformities and mandibular, maxillary and/or alveo (dental) bone loss, and (b)
deficiencies and malformations of the upper and lower limbs, and in the bones of
hands and feet.
Under the terms of the ONX Agreement, the shareholders of ONX received the
number of shares equal to the number of outstanding shares of EDI's common
stock, including stock options and stock warrants at the closing date. As a
result, each outstanding share of ONX's common stock was converted into
approximately 0.805 shares of AcuNetx's common stock. Immediately upon the
completion of the merger, ONX's CEO became the CEO of AcuNetx.
The acquisition was accounted for as business combination, and accordingly, the
tangibles assets acquired were recorded at their fair value at December 23,
2005. The results of operations of OrthoNetx have been included in the Company's
consolidated financial statements subsequent to that date. The total purchase
price is $4,706,061, and is comprised of:
Stocks issued to acquire the outstanding common stock of OrthoNetx
(22,496,966 shares at $0.18 per share) $ 4,049,454
Acquisition related transaction costs (3,647,818 shares at $0.18 per share) 656,607
-----------
Total purchase price $ 4,706,061
===========
The fair value of the purchase price was valued at $0.18 per share, which
represented the closing price of the Company's stock at December 23, 2005.
Acquisition related transaction costs include 3,647,818 shares issued to a
financial advisor of ONX. The allocation of the purchase price to assets
acquired and liabilities assumed is presented in the table that follows:
Tangible assets acquired $ 136,169
Property and equipment 29,772
Intangible assets 89,621
Goodwill 4,823,500
Other non-current assets 187,233
Liabilities assumed (560,234)
--------------
Total purchase price $ 4,706,061
==============
-14-
The following summary, prepared on an unaudited pro forma basis, reflects the
condensed consolidated results of operations for the three and nine months ended
September 30, 2005 assuming OrthoNetx had been acquired at the beginning of the
periods presented:
Three Months ended Nine Months ended
September 30, 2005 September 30, 2005
------------------- -------------------
Net revenue $ 298,455 $ 1,022,149
Net loss $ (574,804) $ (1,104,223)
Basic and diluted net loss per share $ (0.01) $ (0.02)
PrivaComp, Inc.
---------------
On May 27, 2005, OrthoNetx, Inc. entered into an Agreement and Plan of Merger
("PrivaComp Agreement") with PrivaComp, Inc., a Delaware corporation that is in
the business of developing technologies to provide patients with secure access
to their medical records and control over their medical privacy. PrivaComp is
considered a development stage company. The majority shareholder and CEO of
PrivaComp is also the CEO and a shareholder/director of OrthoNetx. Under the
terms of the PrivaComp Agreement, all of the issued and outstanding shares of
PrivaComp stock were cancelled and converted into 1,000,000 shares of
OrthoNetx's common stock.
OrthoNetx is the surviving corporation and assumed all assets and liabilities of
PrivaComp, consisting primarily of developed software, a pending patent
application and accounts payable. The merger was effective September 30, 2005.
PrivaComp and OrthoNetx are related through common ownership. Accordingly, the
assets and liabilities of PrivaComp have been recorded by OrthoNetx at
historical cost at September 30, 2005 as follows:
Assets:
Intellectual Property $ 54,567
Liabilities:
Accounts Payable (62,669)
---------
Net liabilities assumed $ (8,102)
=========
PrivaComp had no activity during the three and nine months ended September 30,
2005, therefore, no pro forma information has been presented.
NOTE 11 - MAJOR CUSTOMERS AND CREDIT CONCENTRATION
During the three months ended September 30, 2006, a SID distributor accounted
for $601,410 or 80.1% of IntelliNetx division revenues. During the nine months
ended September 30, 2006, two customers accounted for $1,147,842 or 82.1% of
IntelliNetx division revenues.
National distributor $449,567 or 32.2%
SID distributor $698,275 or 50.0%
During the three and nine months ended September 30, 2005, the national
distributor accounted for $244,230 and $861,180 or 86.31% and 85.89% of total
revenues, respectively.
The Company maintains cash deposits with major banks, which from time to time
may exceed federally insured limits. The Company periodically assesses the
financial condition of the institutions and believes that the risk of any loss
is minimal.
-15-
NOTE 12 - SEGMENT INFORMATION
The Company evaluates its reporting segments in accordance with SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related Information." The Chief
Executive Officer has been identified as the Chief Operating Decision Maker as
defined by SFAS No. 131. The Chief Executive Officer allocates resources to each
segment based on their business prospects, competitive factors, net sales and
operating results.
In 2006, the Company changed the structure of its internally organization to
develop three market-oriented operating divisions: (i) IntelliNetx (INX)
division, (ii) OrthoNetx (ONX) division, and (iii) VisioNetx (VNX) division. The
IntelliNetx division markets patented medical devices that assist in the
diagnosis of dizziness and vertigo, and rehabilitate those in danger of falling
as a result of balance disorders The OrthoNetx division markets patented medical
devices that mechanically induce new bone formation in patients with skeletal
deformities o the face, skull, jaws, extremities and dentition. The VisioNetx
division markets patented products that track and analyze human eye movements.
The Company also has other subsidiaries that do not meet the quantitative
thresholds of a reportable segment.
The Company reviews the operating companies' income to evaluate segment
performance and allocate resources. Operating companies' income for the
reportable segments excludes income taxes and amortization of goodwill.
Provision for income taxes is centrally managed at the corporate level and,
accordingly, such items are not presented by segment. The segments' accounting
policies are the same as those described in the summary of significant
accounting policies.
The Company does not track its assets by operating segments. Consequently, it is
not practical to show assets by operating segments.
-16-
NOTE 12 - SEGMENT INFORMATION (CONTINUED)
Summarized financial information of the Company's results by operating segment
is as follows:
For Three Months ended For Nine Months ended
September 30, September 30,
2006 2005 2006 2005
-------------------------------------------- -------------------------- ---------------------------
IntelliNetx Division:
Net revenue to external customers $ 750,613 $ 283,005 $1,397,318 $1,002,699
Cost of revenue 118,949 122,340 384,734 459,674
--------------------------- ---------------------------
Margin $ 631,664 $ 160,665 $1,012,584 $ 543,025
OrthoNetx Division:
Net revenue to external customers $ 14,150 $ -- $ 22,750 $ --
Cost of revenue 7,388 -- 11,091 --
--------------------------- ---------------------------
Margin $ 6,762 $ -- $ 11,659 $ --
OrthoNetx Division:
Net revenue to external customers $ -- $ -- $ -- $ --
Cost of revenue -- -- -- --
--------------------------- ---------------------------
Margin $ -- $ -- $ -- $ --
Total Net Revenue to External Customers $ 764,763 $ 283,005 $1,420,068 $1,002,699
Total Cost of Revenue 126,337 122,340 395,825 459,674
--------------------------- ---------------------------
Total Margin 638,426 160,665 1,024,243 543,025
=========================== ===========================
Intersegment transactions are recorded at cost. The margins reported reflect
only the direct controllable expenses of each line of business and do no
represent the actual margins for each operating segment because they do not
contain an allocation of product development, information technology, marketing
and promotion, stock-based compensation, and corporate and general and
administrative expenses incurred in support of the lines of business.
For Three Months ended For Nine Months ended
September 30, September 30,
2006 2005 2006 2005
----------------------------------------------------- ------------------------------- -------------------------------
Total margin for reportable segments $ 638,426 $ 160,665 $ 1,024,243 $ 543,025
Corporate and general and administrative expenses (1,117,913) (383,377) (3,087,175) (798,732)
Stock option expenses (109,737) -- (354,613) --
Research and development (28,450) -- (220,028) --
Interest and Other Expense (9,902) (194) (29,149) (1,282)
Loss on equity-method investments (9,232) -- (37,922) --
Interest and Other Income 620 3,753 17,468 4,031
------------------------------ ------------------------------
Net loss before income taxes $ (636,188) $ (219,153) $(2,687,176) $ (252,958)
============================== ==============================
-17-
NOTE 13 - COMMITMENTS
Sales Incentive Agreements
--------------------------
In April 2005, the Company entered into two individual agreements with the
national distributor and a special instrument dealer. The agreements provide
that the Company will issue restricted common stock to the distributor and
dealer as a sale incentive if certain conditions are reached pursuant to the
agreements. As of September 30, 2006, none of these conditions are reached and
the Company issued no shares.
The sales incentive agreement with the national distributor was replaced by the
Marketing and Distribution Agreement in May 2006.
Marketing and Distribution Agreement
------------------------------------
On May 25, 2006 the Company executed a new Marketing and Distribution Agreement
with the national distributor. The new agreement restructures the Company's
relationship with the national distributor into a nonexclusive one, so that the
Company will be in a position to manufacture and sell VNG products under its own
brand names, as well as through the national distributor. The agreement also
changes the relationship between the Company and the national distributor so
that, in general, the Company will ship the national distributor branded
products directly to the end-user, receive payment from the end-user, and pay
the national distributor a commission on sales. The new Agreement is for a
period of eight years, provides for successive three year options, and
supersedes and replaces the previous Manufacturing, Sales, Licensing, and
Software Agreement and the Sales Incentive Agreement.
The Company also executed a Consulting Agreement with a consultant associated
with the national distributor providing that the consultant agrees to provide
advisory and consulting services to the Company for the purposes of improving
the Company's VNG products and other balance-related product lines. The
agreement is for a period of three years, and renews for an additional one year
term.
In return, the Company agreed to issue its common stocks worth $100,000 on May
25, 2006 and an additional $100,000 worth of common shares on each of the seven
subsequent anniversaries of the signing date, which was May 25, 2006. The
Company also agreed to pay the consultant $1,500 per day with a minimum of 30
days per year. In July 2006, the Company had issued 444,445 shares of its common
stocks to the national distributor for the first $100,000 agreed payment.
-18-
NOTE 14 - GUARANTEES AND PRODUCT WARRANTIES
The Company from time to time enters into certain types of contracts that
contingently require the Company to indemnify parties against third party
claims. These contracts primarily relate to: (i) divestiture agreements, under
which the Company may provide customary indemnifications to purchasers of the
Company's businesses or assets; (ii) certain real estate leases, under which the
Company may be required to indemnify property owners for environmental and other
liabilities, and other claims arising from the Company's use of the applicable
premises; and (iii) certain agreements with the Company's officers, directors
and employees, under which the Company may be required to indemnify such persons
for liabilities arising out of their employment relationship.
The terms of such obligations vary. Generally, a maximum obligation is not
explicitly stated. Because the obligated amounts of these types of agreements
often are not explicitly stated, the overall maximum amount of the obligations
cannot be reasonably estimated. Historically, the Company has not been obligated
to make significant payments for these obligations, and no liabilities have been
recorded for these obligations on its balance sheet as of September 30, 2006.
In general, the Company offers a one-year warranty for most of the products it
sold. To date, the Company has not incurred any material costs associated with
these warranties. The Company provides reserves for the estimated costs of
product warranties based on its historical experience of known product failure
rates, use of materials to repair or replace defective products and service
delivery costs incurred in correcting product failures. In addition, from time
to time, specific warranty accruals may be made if unforeseen technical problems
arise with specific products. The Company periodically assesses the adequacy of
its recorded warranty liabilities and adjusts the amounts as necessary
The following table presents the changes in the Company's warranty reserve
during the first nine months of 2006 and 2005:
2006 2005
------------------------
Balance as of beginning of period $ 8,462 $ 8,884
Provision for warranty 1,051 2,456
Utilization of reserve (1,051) (3,882)
--------- ---------
Balance as of end of period $ 8,462 $ 7,458
========= =========
NOTE 15 - DEPARTURE AND ELECTION OF CHAIRMAN OF THE BOARD OF DIRECTORS
On May 2, 2006, Stephen D. Moses resigned from the Board of Directors of
Registrant and as Chairman of the Board of Directors. The resignation arose out
of disagreements about the management and direction of the Company. The
remaining Directors of the Company disagree with the assertions of Mr. Moses.
On May 3, 2006, Charles Phillips, the Company's co-founder in 1988 and currently
a Director, was elected as the Chairman of the Board of Directors of the
Company.
NOTE 16 - SUBSEQUENT EVENT
Subsequent to September 30, 2006, the Company sold 5,050,000 units of its equity
at $0.10 per unit and raised $505,000. Each unit consists of one share of common
stock and one warrant to purchase one share of common stock at $0.20 per share
for a period of two years.
-19-
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
BUSINESS OVERVIEW
AcuNetx is organized around three separate divisions: (i) a medical division
with neurological diagnostic equipment, (ii) a medical division with devices
that create new bone, and (iii) a division with products for occupational safety
and law enforcement. For all its devices, AcuNetx is integrating an information
technology (IT) platform that allows the device to capture data about the
physiological condition of a human being. Our IT platform is designed to gather
data and connect the device-related data with users and support persons. The
Company's products include the following:
o Neurological diagnostic equipment that measures, tracks and records human eye
movements, utilizing our proprietary technology and computer software, as a
method to diagnose problems of the vestibular (balance) system and other balance
disorders.
o Devices designed to test individuals for impaired performance resulting from
the influences of alcohol, drugs, illness, stress and other factors that affect
eye and pupil performance. These products target the occupational safety and law
enforcement markets.
o Orthopedic and craniomaxillofacial (skull and jaw) surgery products, which
generate new bone through the process of distraction osteogenesis.
o A proprietary information technology system called SmartDevice-Connect(TM)
("SDC") that establishes product registry to individual patients and tracks
device behavior for post-market surveillance, adverse event and outcomes
reporting, and creates "smart devices" that gather and transmit physiological
data concerning the device and its interaction with the patient.
RESULTS OF OPERATIONS
THREE MONTHS ENDING SEPTEMBER 30, 2006 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 2005
As previously mentioned, AcuNetx, Inc. is comprised of the former Eye Dynamics,
Inc. and the former OrthoNetx, Inc. This discussion compares the combined 2006
third quarter and first nine month's results with the corresponding periods of
2005, which consists solely of the former Eye Dynamics, Inc.
In May of 2006, negotiations successfully concluded with our national
distributor for IntelliNetx (formerly Eye Dynamics) products. The revised
contract allows exclusivity for that distributor for the Company's products they
have traditionally sold, while allowing new IntelliNetx lines to be sold through
a broader range of channels and partners. One significant aspect of the new
contract is a shift in revenue recognition. Prior to the revised contract,
IntelliNetx products would be considered purchased by the distributor and
revenue would be credited at the previously agreed upon wholesale price. Under
the now revised contract, shipments and title to the equipment move directly
from IntelliNetx to the end customer, and IntelliNetx recognizes the revenue at
-20-
the retail price. This change will result in higher revenues for the same unit
volume of sales, along with higher gross profits, as costs will not change. An
offsetting increase in selling expenses occurs as the distributor is paid from
the retail proceeds. The functional implementation of the changes to our
distribution agreement occurred at the end of the second quarter. Material
results associated with this change will be reflected from this point forward.
Revenues during the third quarter of 2006 were $764,763, compared to $283,005
for the corresponding period in 2005. Unit shipments were similar to the prior
year. The revenue increase was driven by the systems being booked at the retail
level as described above. Unit cost of sales stayed relatively static, while
gross profit, as a percentage of sales increased 26.7%, again due to the shift
to retail.
Total operating expenses increased by $872,723 from $383,377 in the third
quarter of 2005 to $1,256,100 in the third quarter of 2006. Increased selling,
general and administrative expenses resulted in a loss of $636,188 ($0.01 per
share) for the current period, compared to a loss of $215,588 ($0.01 per share)
for the same period in the previous year. Unit sales returned to prior year
levels, with typical seasonal slowing, after negotiations with our key
distributor were concluded in May. The Company has started distribution of VNG
products under the IntelliNetx brand through a number of new channels, including
Special Instrument Dealers. These sales should result in an improvement to the
bottom line as we have negotiated a more favorable commission structure with
these channels. We are working with all of our marketing channels to formulate a
consistent message to highlight our product and company strengths. Sales for the
OrthoNetx line of products continue at a very slow pace while the correct
distribution model is sought. Most of the loss in the quarter was driven by the
increase in operating expenses discussed in the nine month results below.
NINE MONTHS ENDED SEPTEMBER 30, 2006 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
2005
Revenues during the first 9 months of 2006 were $1,420,068, compared to
$1,002,699 for the corresponding period in 2005. Unit shipments were down
modestly from the prior year, but this was offset with the shift in revenue
recognition previously discussed. Unit cost of sales stayed relatively static,
while gross profit, as a percentage of sales increased 17.9%, again due to the
shift to retail revenue booking.
Total operating expenses increased by $2,863,084, from $798,732 in the first 9
months of 2005 to $3,661,816 in the same period of 2006. Substantial new product
development expenses as well as increased selling, general and administrative
expenses resulted in a loss of $2,688,342 ($0.05 per share) for the current
period, compared to a loss of $251,470 ($0.01 per share) for the same period in
the previous year.
The company directed significant expenditures in the first six months of
combined operations for design work on the SafetyScan product, which was
completed through phase I. While funding concerns slowed direct R&D work
significantly in the third quarter, work on market segmentation and strategies
continued. The HawkEye product for law enforcement use was further developed and
has been brought to market in beta form. Improvements of form and function in
the current VNG product line were also undertaken, and the upgraded versions
were shown at the American Academy of Otolaryngology meeting in Toronto. AcuNetx
had a major presence at this event, and considers the results, which included
sales leads, actual sales, and customer input on future product enhancement, to
be above expectations. We continue to work with a large number of highly
regarded potential partners in the medical, safety, and law enforcement sectors
that our products serve, and anticipate that several relationships will be
formalized and announced in the near future.
Standard selling, general and administrative expenses for both AcuNetx and
OrthoNetx did not increase significantly, but the OrthoNetx expenses make up a
significant portion of the year to year growth. The shift to recognizing revenue
at the retail level for IntelliNetx products mentioned earlier has resulted in
an increase in selling expense which offsets the higher gross profit for units
sold through our national distributor, and will return higher contributions to
net income for units sold through new channels. This change was in effect for
the entire 3rd quarter.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents as of September 30, 2006 of $92,567 will not allow for
payment of all outstanding invoices until additional financing is completed (see
financing efforts below). All suppliers to the revenue generating operations of
IntelliNetx are current, and can remain so with current cash and sales.
Creditors have been kept informed of the financial situation of the Company, and
have agreed to accept limited payment pending the close of additional financing.
All have received continuing partial payments. The Company has a loan from the
founder of OrthoNetx, who is also a director, which is two months in arrears on
interest as of September 30, and five months behind on principal payment. No
demand for payment or default notice has been received by the Company. Once
sufficient funding is in place, the parties will negotiate a revision to the
loan.
-21-
We recognize that our current liquidity situation raises the question of being
able to continue as a going concern. We are addressing this issue in two ways:
First, we are seeking additional funding in the fourth quarter as described
below, which will allow the continuation of operations through the full
implementation of the SafetyScan product. Second, we intend to restructure
expense and overhead parameters in a manner that will allow the company to
continue to manufacture and sell our current product lines while paying current
liabilities over time.
Inventory as of September 30, 2006 was $303,517, compared to $297,975 as of
September 30, 2005. Purchasing for all VNG products has been adjusted to a level
consistent with current sales volumes. OrthoNetx bone distraction product
inventories, both the GenerOs CF and GenerOs SB, continue to be reduced through
sales, but still offset the management improvements in VNG inventory levels.
Accounts receivable as of September 30, 2006 were $68,611. A dedicated push in
July reduced the prior balance substantially, and new programs have been
instituted to prevent a buildup of A/R delinquencies.
Accounts payable as of September 30, 2006 were $529,365, compared to $81,615 as
of September 30, 2005. The change is primarily due to significant increases in
activity as reflected in the combined companies' selling, general and
administrative expense and an extending of payments due to liquidity issues,
both discussed above. OrthoNetx had previously acquired a private firm, and has
been carrying accounts payable at full value until a settlement, is resolved.
Sales prospects for the balance of 2006 should match or exceed last year's
volumes, as we supplement our major distributor with new channels and sales
partners. We expect to realize fourth quarter sales of our HawkEye product to
the law enforcement community but not with significant quantity. In early April
we announced that our VNG products have been approved by the U. S. Government
Services Administration to be listed on the Federal Supply Schedule, which
permits access to all military and VA hospitals around the world. A distributor
has been named to focus on that channel, and we expect to see the benefit of
that relationship shortly.
In July, the company began exploring the possible sale of the OrthoNetx division
and its products for bone distraction as a method to raise additional funds. To
date, no substantial interest has been shown, but exploratory talks with other
candidates will continue.
The Company continues in an effort to raise additional capital (approximately
$2.5 million) to complete the development of its SafetyScan product, to
introduce it to the marketplace, and to fund marketing and sales efforts aimed
at increasing revenues associated with the Company's other product lines.
Subsequent to September 30, 2006 the Company has raised $505,000 toward this
amount.
ITEM 3. CONTROLS AND PROCEDURES.
At the end of the period covered by this Form 10-QSB, the Company's
management, including the Chief Executive and Chief Financial Officers,
conducted an evaluation of the effectiveness of the Company's disclosure
controls and procedures. Based on this evaluation, the Chief Executive and Chief
Financial Officers have determined that such controls and procedures are
effective to ensure that information relating to the Company required to be
disclosed in reports that it files or submits under the Securities Exchange Act
of 1934 is recorded, processed, summarized and reported within the time periods
specified in the rules and forms of the Securities and Exchange Commission.
There have been no changes in the Company's internal controls over financial
reporting that were identified during the evaluation that occurred during the
Company's last fiscal quarter that have materially affected, or are reasonably
likely to materially affect, the Company's internal control over financial
reporting.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is not a party to any material pending legal proceedings.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
In connection with a Placement Agency Agreement to obtain bridge financing up to
$500,000, the Company issued 500,000 shares of restricted common stock to the
placement agent. The shares were valued at the closing market price on the date
of agreement, which was $0.12 per share.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS
31.1 Certification of the Company's Chief Executive Officer
Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities
Exchange Act of 1934
31.2 Certification of the Company's Interim Chief Financial Officer
Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities
Exchange Act of 1934
32.1 Certification of the Company's Chief Executive Officer
Pursuant to 18 U.S.C. Section 1350
32.2 Certification of the Company's Interim Chief Financial Officer
Pursuant to 18 U.S.C. Section 1350
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Date: November 20, 2006
By: /s/ Terry Knapp
-------------------
Terry Knapp, President
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