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I shall continue DD.
GenMark Diagnostics to raise $28.75 million in public offering
3 days 17 hours 57 minutes ago - DTF via Comtex
Datamonitor Financial Deals Tracker
GenMark Diagnostics, Inc., a US-based developer of diagnostic biomarker detection systems, has filed a registration statement with the US Securities and Exchange Commission to raise approximately $28.75 million in a public offering.
GenMark has granted the underwriters a 30-day option to purchase up to additional shares of its common stock in the public offering to cover any over-allotments, if any.
Canaccord Genuity, Inc. is acting as the sole book-running manager for the offering, while William Blair & Company, LLC is acting as co-lead manager.
Deal Value (US$ Million) 28.75
Deal Type IPO
Sub-Category Secondary Offering
Deal Status Announced: 2011-05-26
Deal Participants
Target (Company) GenMark Diagnostics, Inc.
Deal Rationale
GenMark intends to use the net proceeds to fund acquisitions of complementary businesses, technologies or licenses and to fund for working capital and other general corporate purposes.
TOSHIBA CORPORATION is a Japan-based manufacturer that operates in five business segments. The Digital Product segment manufactures and sells cellular phones, hard disc devices, optical disc devices, televisions, camera systems, digital versatile disc (DVD) players and recorders, personal computers (PCs) and combined machines, among others. The Electronic Device segment provides general logic integrated circuits (ICs), optical semiconductors, power devices, large-scale integrated (LSI) circuits for image information systems and liquid crystal displays, among others. The Social Infrastructure segment manufactures and sells various generators, power distribution systems, water and sewer systems, transportation systems and station automation systems, among others. The Home Appliance segment provides refrigerators, drying machines, washing machines, cooking utensils, cleaners and lighting equipment, among others. The Others segment is involved in the provision of logistics services.
ICONIC company.
I believe they may come back HUGE.
Asia Pulse
Toshiba Corp. (TSE:6502) plans to turn its smart-community operations into a major earnings source, shifting away from its focus on semiconductors and nuclear power, according to its new medium-term business plan.
Under the plan unveiled Tuesday, Toshiba has set its sights on tripling sales from its smart-community business from fiscal year 2010 to 900 billion yen (US$11 billion) in fiscal 2015.
Because the smart-community business encompasses diverse fields ranging from power generation to smart grids and various energy-saving systems, Toshiba has yet to cover the market's full spectrum. To facilitate the acquisitions needed to build vertically integrated operations, the company has set aside 700 billion yen for M&As and tie-ups.
Toshiba also plans to beef up the green-electronics-parts business, which includes storage batteries and efficient motors. And it is looking to boost its renewable-energy business by roughly sevenfold by fiscal 2015. The firm also aims to quadruple its power electronics and electric vehicle operations, which cover lithium ion batteries and highly efficient motors.
Meanwhile, the company revised its goal of earning 1 trillion yen in sales from nuclear power operations by winning 39 new orders by fiscal 2015, indicating that the time frame will be extended by several years.
In its three-year earnings plan, released also on Tuesday, Toshiba set the goal of increasing group sales to 8.5 trillion yen in fiscal 2013, up 33 per cent from fiscal 2010, and doubling group operating profit to 500 billion yen. It also intends to raise its overseas sales ratio to 65 per cent from 55 per cent and generate equal sales in Japan, the U.S. and Europe, and emerging countries.
Form 10-K for AMHN, INC.
15-Apr-2011
Annual Report
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Cautionary Notice Regarding Forward Looking Statements
We desire to take advantage of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. This Report 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, statement related to distributor channels, volume growth, revenues, profitability, new products, 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 do not undertake any obligation to revise these forward-looking statements to reflect any future events or circumstances.
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 elsewhere in this Report, 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. We undertake no obligation to publicly update or revise any forward-looking statements, whether because of new information, future events, or otherwise.
Overview
The Company currently promotes, distributes and sells certain products developed and sold by Spectrum relative to its digital media network. Through the License Agreement, the Company specifically targets multispecialty group practices and independent physician associations ("IPAs") to sell them subscriptions for software, hardware and content developed for and distributed by Spectrum. In addition, the Company endeavors to sell advertising spots on the Spectrum network broadcast in those subscribing offices. The Company may earn up to thirty percent (30%) of revenues generated for new subscriptions and advertisements.
Basis of Presentation of Financial Information
On July 6, 2009, the July 2009 Acquisition Agreement between the Company and America's Minority Health Network was entered into through which the former shareholders of America's Minority Health Network became shareholders of the Company on July 27, 2009. Prior to the Agreement, we had abandoned our previous business, and upon closing the July 2009 Acquisition Agreement, the business of America's Minority Health Network became our sole focus. Because America's Minority Health Network became the Company's successor business and because the operations and assets of America's Minority Health Network represented our entire business and operations from the closing date of the Agreement through the closing of the Spectrum Acquisition Agreement, our management's discussion and analysis and audited and unaudited financial statements are based on the consolidated financial results of the Company and its wholly owned subsidiaries, America's Minority Health Network and Spectrum, for the relevant periods.
Recently Issued Accounting Pronouncements
See Note B to our audited consolidated financial statements included in this Report for recently issued accounting standards, including the expected dates of adoption and expected impact to our consolidated financial statements upon adoption.
Results of Operations
The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best present assessment of our management. Historical financial information presented for the year ended December 31, 2010 and the period from April 2009 through December 31, 2009 is that of the Company on a consolidated basis with its subsidiaries, America's Minority Health Network (reported as discontinued as of July 31, 2010) and Spectrum (acquired June 11, 2010). Our actual results and the timing of certain events could differ materially from those anticipated in these forward-looking statements as a result of certain factors contained elsewhere in this document. See Caution Regarding Forward-Looking Statements.
Material Changes in Financial Condition and Results of Operations
Results of Operations - Comparison of Years Ended December 31, 2010 and 2009
Revenues
AMHN had revenues of $48,217 during the year ended December 31, 2010 compared to $0 revenues during the period from inception through December 31, 2009. The increase in revenue was the result of advertising contracts entered into during 2010, and 2009 net income reclassified to discontinued operations.
Operating Costs
AMHN had operating costs of $71,932 for the year ended December 31, 2010 compared to operating costs of $0 during the period from inception through December 31, 2009. The operating costs are the costs associated with service and maintenance of the programming provided via broadband delivery, and the increase is a reflection of the increase in the number of subscribing offices, as well as result of certain 2009 costs reclassified to discontinued operations.
General and Administration, Professional, and Consulting Expenses
AMHN's general and administrative expenses consist of accounting and administrative costs,
professional fees and other general corporate expenses. General and administrative expenses for the year ended December 31, 2010 were $376,873 compared to $628,005 for the period from inception through December 31, 2009. The decrease was largely the result of consulting fees incurred by AMHN associated with the acquisition of America's Minority Health Network, Inc. Such expenses were not repeated in 2010 with the acquisition of Spectrum.
Other Expenses
AMHN's depreciation and amortization expense for the year ended December 31, 2010 was $61,383 compared to $0 for the period from inception through December 31, 2009. The increase in depreciation and amortization is the result of the acquisition of Spectrum Health Network, Inc.
AMHN's interest expense for the year ended December 31, 2010 was $64,086 compared to $0 for the period from inception through December 31, 2009. The increase in interest expense was the result of a note due to Seatac Digital Resources, Inc.
Discontinued Operations
The gains and losses from the disposition of certain income-producing assets and associated liabilities, operating results, and cash flows are reflected as discontinued operations in the consolidated financial statements for all periods presented. Although net earnings are not affected, the Company has reclassified results that were previously included in continuing operations as discontinued operations for qualifying dispositions.
The loss from discontinued operations for the year ended December 31, 2010 was approximately $445,000. The loss from discontinued operations for the period from inception through December 31, 2009 was approximately $1,027,000. The decrease of approximately $582,000 in the loss from discontinued operations between the two periods is the result of the following: (i) an increase in revenue of $50,000; (ii) an increase in operating costs of $38,000: (iii) a reduction in general and administrative of $590,000; (iv) a reduction of sales and marketing of $50,000; and (v) an increase of $70,000 in depreciation and amortization expense.
The gain on disposal of discontinued operations in 2010 of $259,693 is comprised of: (i) $967,888 from the disposal of assets of the discontinued operations;
(ii) $1,167,917 from the disposal of liabilities of the discontinued operations; and (iii) $59,664 representing the forgiveness of debt in exchange for 100% of the issued and outstanding shares of common stock of America's Minority Health Network.
Liquidity and Capital Resources
The Company began its current operations in 2009 and has not as yet attained a level of operations which allows it to meet its current overhead. We do not know if or when we will attain profitable operations and there is no assurance that a profitable operating level can ever be achieved. We will be dependent upon obtaining additional financing in order to adequately fund working capital, infrastructure, production expenses and significant marketing related expenditures related to Spectrum and the conversion of its accounts to subscriptions. These factors raise substantial doubt about our ability to continue as a going concern and the accompanying consolidated financial statements do not include any adjustments related to the recoverability or classification of asset carrying amounts or the amounts and classification of liabilities that may result should we be unable to continue as a going concern.
As of December 31, 2010, the Company's cash assets were $1,497, an increase of $1,332 from December 31, 2009. Current liabilities increased $214,152 from $1,160,817 at December 31, 2009 to $1,374,969 at December 31, 2010, while working capital deficit increased $276,939 from $(1,090,945) at December 31, 2009 to $(1,367,884) at December 31, 2010.
The Company will need to raise additional capital to expand operations to the point at which the Company can achieve profitability. The terms of financing that may be raised may not be on terms acceptable by the Company. If adequate funds cannot be raised outside of the Company, the Company's current shareholders may need to contribute funds to sustain operations. Currently, we do not have sufficient resources to continue our business plan.
Off Balance Sheet Arrangements
We do not have any off balance sheet arrangements.
Contractual Obligations
Pursuant to the terms of the Transaction, the Company entered into a Registration Rights Agreement with Terrace Lane, LLC covering the 403,802 shares that it was issued post-Closing which granted piggy-back registration rights as set forth therein. A copy of the Registration Rights Agreement was filed as an exhibit to the Company's Current Report on Form 8-K filed with the Commission on July 29, 2009 and is incorporated herein by reference.
On February 15, 2011, the Company entered into a Consulting Agreement with Back Office Consultants, Inc. ("Back Office") pursuant to which Back Office agreed to provide accounting and corporate compliance services to the Company for a monthly fee of $7,000. The one-year agreement has an effective date as of January 1, 2011. (See Exhibit 10.25, Consulting Agreement, which exhibit is incorporated herein by reference.)
In February 2011, the Company relocated its corporate offices to:
10611 N. Hayden Rd., Suite D106, Scottsdale, Arizona 85260.
I shall continue the DD.
HT
Letter of Intent with vitaMedMD, LLC
On May 18, 2011, the Company entered into a non-binding Letter of Intent ("LOI") with vitaMedMD, LLC, a Delaware limited liability company ("vitaMed"), in which vitaMed will become a wholly owned subsidiary of the Company. vitaMed is a specialty pharmaceutical company focused on creating value by eliminating inefficiencies in the multi-billion dollar prescription and OTC nutrition and medical foods market while leveraging an innovative, patent-pending informational technology platform. vitaMed primarily markets its products directly to women with the recommendation of their doctor. By significantly eliminating much of the cost associated with the traditional distribution models, vitaMed offers superior-quality products for a lower overall cost to patient and payors while increasing efficiencies for the physician. In addition, vitaMed's information technology collects and analyzes data designed to improve patient compliance and education, facilitate product development and provide immediate feedback on effectiveness of therapies. The result is increased efficiency and communication between the patient, physician and payor, ultimately creating improved outcomes. The terms of the LOI call for a definitive agreement to be negotiated between the parties prior to June 30, 2011.
Form 10-Q for AMHN, INC.
19-May-2011
Quarterly Report
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
General
The following discussion and analysis provides information which management of the Company believes to be relevant to an assessment and understanding of the Company's results of operations and financial condition. This discussion should be read together with the Company's condensed consolidated financial statements and the notes to the financial statements, which are included in this report. This information should also be read in conjunction with the information contained in our Form 10-K filed with the Securities and Exchange Commission ("SEC") on April 15, 2011, including the audited financial statements and notes included therein. The reported results will not necessarily reflect future results of operations or financial condition.
Throughout this Quarterly Report on Form 10-Q (the "Report"), the terms "we," "us," "our," "AMHN," or "our Company" refers to AMHN, Inc., a Nevada corporation.
Caution Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains "forward-looking statements", as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance. Some discussions in this report may contain forward-looking statements that involve risk and uncertainty. A number of important factors could cause our actual results to differ materially from those expressed in any forward-looking statements made by us in this report. Forward-looking statements are often identified by words like "believe," "expect," "estimate," "anticipate," "intend," "project" and similar words or expressions that, by their nature, refer to future events.
In some cases, you can also identify forward-looking statements by terminology such as "may," "will," "should," "plans," "predicts," "potential," or "continue," or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, or achievements. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements in an effort to conform these statements to actual results.
Overview
The Company was incorporated in Utah in 1907 under the name Croff Mining Company ("Croff"). The Company changed its name to Croff Oil Company in 1952 and in 1996 changed its name to Croff Enterprises, Inc. In the twenty (20) years prior to 2008, Croff's operations consisted entirely of oil and natural gas production. Due to a spin-off of its operations in December 2007, Croff had no business operations or revenue source and had reduced its operations to a minimal level, although it continued to file reports required under the Securities Exchange Act of 1934. As a result of the spin-off, Croff was a "shell company" under the rules of the Commission. After completion of subsequent transactions as described below, the Company changed its name to AMHN, Inc. on September 14, 2009 and on September 25, 2009 approved a redomicile of the Company from Utah to Nevada. In February 2011, the Company relocated its corporate offices to 10611 N. Hayden Rd., Suite D106, Scottsdale, Arizona 85260.
Agreement and Plan of Reorganization with America's Minority Health Network, Inc.
On July 6, 2009, Croff entered into an Agreement and Plan of Reorganization (the "July 2009 Acquisition Agreement") with AMHN Acquisition Corp., a newly formed Delaware corporation and wholly owned subsidiary of Croff ("Merger Sub"), America's Minority Health Network, Inc., a Delaware corporation ("America's Minority Health Network") and the major shareholders of the America's Minority Health Network (the "Major Shareholders"). The terms of the July 2009 Acquisition Agreement, which closed on July 27, 2009, provided for (i) the transfer of 100% of the issued and outstanding shares of common stock of America's Minority Health Network in exchange for the issuance to the shareholders of American's Minority Health Network of an aggregate of 13,693,689 shares of common stock of Croff (the "Croff Common Stock"); (ii) the resignations of Croff's officers and directors prior to the consummation of the Agreement and the election and appointment of officers and directors as directed by America's Minority Health Network; and (iii) America's Minority Health Network to become a wholly owned subsidiary of Croff. A full description of the terms of the July 2009 Acquisition Agreement (the "Transaction") is set forth the Company's Current Report on Form 8-K filed with the Commission on July 10, 2009. In accordance with the provisions of this triangulated merger, Merger Sub merged with and into America's Minority Health Network as of the Effective Date, as that term is defined therein. Upon consummation of the July 2009 Acquisition Agreement and all transactions contemplated therein, the separate existence of Merger Sub ceased, Croff became the surviving parent corporation, and America's Minority Health Network became its wholly owned subsidiary. As a result of the Transaction, (i) Croff ceased being a shell company, (ii) its sole business became that of America's Minority Health Network, and (iii) Croff experienced a change in control in which the former shareholders of America's Minority Health Network acquired control of the Company. For accounting purposes, the Transaction was treated as a reverse merger.
Secured Note to Seatac Digital Resources, Inc., Subsequent Default under Note, and Transfer of America's Minority Health Network, Inc.
On April 1, 2010, AMHN, Inc. (the "Company") issued a 4% Secured Promissory Note (the "Note") in the principal base amount of $800,000 (the "Principal Base Amount") to Seatac Digital Resources, Inc. ("Seatac") pursuant to the terms of that certain Note Purchase Agreement (the "Note Purchase Agreement") of even date therewith. As consideration for the Note, Seatac surrendered certain promissory notes totaling $800,000 previously issued by the Company to Seatac between June 1, 2009 and March 31, 2010 and (collectively known as the "Prior Notes"). The Principal Base Amount of the Note, plus any and all additional advances made to the Company thereafter (the "Aggregated Principal Amount"), together with accrued interest at the annual rate of four percent (4%), was due in one lump sum payment on June 30, 2010 (the "Maturity Date"). The Note provided that the Note would automatically renew on the Maturity Date for additional ninety (90) day periods (the "Extended Maturity Date") unless ten
(10) days prior to the Extended Maturity Date the Holder provided written notice to the Company of its intent not to renew. If the Company committed any Event of Default (as defined in the Note Purchase Agreement), then the unpaid principal amount of, and accrued interest on the Note could be accelerated by Seatac and become due and payable, whereupon the interest rate would be increased to a rate of ten percent (10%) per annum, subject to the limitations of applicable law.
As security for the Company's obligations under the Note Purchase Agreement and the Note, the Company pledged all of the capital stock of America's Minority Health Network pursuant to the terms of a Stock Pledge and Escrow Agreement. Repayment of the Note was also guaranteed by America's Minority Health Network and was additionally secured by a blanket lien encumbering the assets of the Company and America's Minority Health Network. On July 1, 2010, Seatac made demand for the aggregated amount of $925,885, including principal of $900,000 and interest through June 30, 2010. On July 11, 2010, Seatac added a one-time late charge equivalent to six percent (6%) of the unpaid amount, or $55,553, bringing the amount payable and past due under the April 2010 Note to $981,438. Thereafter, payment of principal, interest and late charges under the April 2010 Note became past due, and as a result
of the default, Seatac informed the Company that it intended to exercise its remedies and would accept the following collateral in full satisfaction of the $981,438 due under the April 2010 Note: (i) all rights, title and interest of AMHN in the 1,000 shares of common stock of America's Minority Health Network,
(ii) all rights, title and interest of AMHN in the mark "America's Minority Health Network, Inc." and the goodwill associated with such mark, and (iii) all books and records of America's Minority Health Network held by AMHN (collectively, the "Collateral").
The Company was unsuccessful in its attempts to obtain additional financing or reach an alternative arrangement with Seatac. As a result, we agreed and consented to Seatac's exercise of its remedies under the April 2010 Note and the foreclosure upon the Collateral. As part of the agreement and consent, the Company and America's Minority Health Network acknowledged that each were in default in payment of principal, interest, and late fees under the April 2010 Note and related loan documents in the aggregate of $981,438 and that the debt was secured by a first priority security interest in all of the assets of the Company and all of its subsidiaries. Accordingly, on July 30, 2010, the Company and Seatac sent joint instructions to the escrow agent, pursuant to which the escrow agent was instructed to transfer the stock certificate representing all of the outstanding shares of America's Minority Health Network being held in escrow to Seatac. The Company also entered into a trademark assignment with Seatac whereby the Company transferred all rights, title and interest in the mark "America's Minority Health Network, Inc." and the goodwill associated with such mark. The Company's settlement with Seatac included the surrender of America's Minority Health Network; however, did not include the satisfaction of a trade payable to Seatac in the amount of $455,061.
In conjunction with the settlement, Robert Cambridge and Charles Richardson resigned their positions as officers and directors of America's Minority Health Network.
Name Change, Redomicile, Change in Par Value, and Long Term Incentive Compensation Plan
On September 14, 2009, the Company changed its name to AMHN, Inc. On September 23, 2009, the Company's Board of Directors approved the redomicile of the Company from Utah to Nevada and approved the AMHN, Inc. 2009 Long Term Incentive Compensation Plan ("LTIP"). On March 28, 2010, the Company's Board of Directors approved a single revision to the Plan to increase the number of shares available for issuance to an aggregate of 1,500,000 shares. The Company subsequently approved a change in the par value of the Company's Common and Preferred Stock to $0.001 per share. On July 20, 2010, the Company's shareholders owning an aggregate of 8,900,898 shares (or 55%) of the Company's outstanding shares approved the actions.
Agreement and Plan of Reorganization with Spectrum Health Network, Inc.
On June 1, 2010, AMHN entered into an Agreement and Plan of Reorganization (the "Spectrum Acquisition Agreement") with Spectrum Acquisition Corp., a newly formed Delaware corporation and wholly owned subsidiary of AMHN ("Merger Sub"), Spectrum Health Network, Inc., a Delaware corporation ("Spectrum") and the sole shareholder of Spectrum (the "Sole Shareholder"). Spectrum is a digital signage waiting room network built for the multispecialty group practice and independent physician associations ("IPAs"). The terms of the Spectrum Acquisition Agreement provided for (i) the transfer of 100% of the issued and outstanding shares of common stock of Spectrum to AMHN in exchange for the issuance to the Sole Shareholder of Spectrum of an aggregate of 500,000 shares of common stock of AMHN (the "AMHN Common Stock") at a conversion ratio where one share of Spectrum was converted into 500 shares of AMHN; (ii) AMHN's assumption of all the assets and liabilities of Spectrum; (iii) the officers and directors of Spectrum to retain their respective positions in the Merger Sub; and (iv) Spectrum to become a wholly owned subsidiary of AMHN. On June 11, 2010, the Closing Date of the Transaction pursuant to the terms and conditions of the Acquisition Agreement, AMHN acquired 100% of the issued and outstanding shares of Spectrum in exchange for the issuance of an aggregate of 500,000 shares of AMHN Common Stock. In accordance with the provisions of this triangulated merger, Merger Sub was merged with and into Spectrum as of the Effective Date of the
Acquisition Agreement, the separate existence of Merger Sub ceased, and Spectrum became a wholly owned subsidiary of AMHN. In conjunction with the Acquisition Agreement, AMHN assumed the assets and liabilities of Spectrum totaling approximately $247,000 and $480,000, respectively. The excess of the purchase price over the net liabilities assumed was recorded as goodwill on the consolidated balance sheet.
Secured Note to Seatac, Subsequent Default under Note, and Transfer of Spectrum Health Network, Inc.
Since the closing date of the Spectrum transaction through November 2010, Seatac had advanced approximately $487,532 to the Company specifically to address payables (the "Advances"). In order for Seatac to secure a first position for repayment of the Advances, the Company issued the Spectrum Note. The Spectrum Note, together with accrued interest at the annual rate of four percent (4%), was due in one lump sum payment on demand (the "Maturity Date"). As security for the Company's obligations under the Spectrum Note, the Company pledged all of the capital stock of Spectrum pursuant to the terms of a Stock Pledge and Escrow Agreement dated December 16, 2010. Repayment of the Spectrum Note was guaranteed by Spectrum and secured by a blanket lien encumbering the assets of Spectrum. On December 31, 2010, the Company amended the Spectrum Note to increase the principal amount to $543,531 to include additional advances made by Seatac from September through November 2010 in the aggregate of $56,000, which amount was inadvertently not included in the initial principal amount disclosed. The foregoing description of the Spectrum Note, the Stock Pledge and Escrow Agreement, and related agreements is qualified, in entirety, by reference to each agreement, copies of which are attached as exhibits to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 22, 2010, which exhibits are incorporated herein by reference.
In February 2011, Seatac notified the Company that it intended to make demand for payment under the Spectrum Note; however, the Company was unable to pay the balance. In an effort to satisfy the Spectrum Note in full, Seatac and the Company: (i) acknowledged that the Company and Spectrum were unable to pay the aggregated principal and interest of $547,155 due to Seatac under the Spectrum Note which was secured by a first priority security interest in all of the assets of the Company and Spectrum; (ii) sent joint instruction to the escrow agent, pursuant to which the escrow agent transferred the stock certificate representing all of the outstanding shares of Spectrum being held in escrow to Seatac; (iii) entered into a trademark assignment to transfer all rights, title and interest in the mark "Spectrum Health Network, Inc." and the goodwill associated with that mark; and (iv) entered into an Exclusive Licensing, Distribution and Advertising Sales Agreement wherein Seatac and Spectrum licensed the Company to sell subscriptions to and advertising spots on the Spectrum digital-media network. See NOTE G - DISCONTINUED OPERATIONS in the accompanying condensed financial statements for more details.
Change in Control and Officers and Directors
On December 17, 2010, the Company experienced a change in control when shareholders owning an aggregate of 8,900,898 shares of the Company's Common Stock (or 53.7% of the Company's 16,575,209 outstanding shares) sold those shares to an entity not previously affiliated with the Company or its shareholders.
Exclusive Licensing, Distribution and Advertising Sales Agreement
On February 15, 2011, in conjunction with the settlement of the Spectrum Note, Spectrum and Seatac entered into an Exclusive Licensing, Distribution and Advertising Sales Agreement with the Company (the "Agreement"). Under the terms of the three-year renewable Agreement, the Company was granted a license to promote, distribute and sell certain products developed and sold by Spectrum relative to its digital media network in the southeastern United States. The Agreement relates to all current and future
Spectrum products and/or services developed by Spectrum, specifically services pertaining to the digital signage waiting room network built for the multispecialty group practice and independent physician associations ("IPAs") including (i) network subscriptions sold to multispecialty group practices and IPAs for software, hardware and content developed for and distributed by Spectrum, and (ii) advertising spots on Spectrum's network. The Company may earn up to thirty percent (30%) of fees paid for subscriptions and advertising spots sold by the Company.
Consulting Agreement with Back Office Consultants, Inc.
On February 15, 2011, the Company entered into a Consulting Agreement with Back Office Consultants, Inc. ("Back Office") pursuant to which Back Office agrees to provide accounting and corporate compliance services to the Company for a monthly fee of $7,000. During the three months ended March 31, 2011, the Company recorded a consulting expense totaling $21,000, of which $7,000 remained in accounts payable at March 31, 2011. The one-year agreement has an effective date as of January 1, 2011. The president of Back Office is a former officer and shareholder of the Company.
Demand Promissory Note
On March 1, 2011, the Company issued a Demand Promissory Note (the "March 2011 Note") to the Company's majority shareholder wherein the Company may borrow funds to satisfy its operational requirements. Interest is to accrue at 20% per annum. At March 31, 2011, the outstanding principal balance under the March 2011 Note totaled $29,000, plus accrued interest totaling $321.
Recent Events
Convertible Notes
On September 25, 2009, the Company authorized an aggregate of 510,000 shares of its Common Stock valued at $153,000 to be issued to an individual pursuant to a Form S-8 registration statement to be filed by the Company. The Company subsequently determined that it would not file the Form S-8 and instead issued the individual the November 2010 Note for $210,000. The November 2010 Note was subsequently assigned to unaffiliated entities ("Noteholders") and remained unpaid as of March 31, 2011. On April 18, 2011, the Company and the Noteholders agreed that in exchange for the forbearance of the Noteholders not to make demand for repayment of the November 2010 Note for a minimum of sixty (60) days, the Company would (i) cancel the November 2010 Note and (ii) issue two convertible promissory notes to the Noteholders in the principal amount of $105,000 each bearing interest at the rate of six percent (6%) per annum (the "Convertible Notes"). The maturity date of the Convertible Notes is on demand any time after sixty (60) days from the date of issuance (the "Maturity Date"). At the option of the Noteholders, the Convertible Notes may be converted into shares of the Company's Common Stock at any time after the Maturity Date at a fixed conversion price of $0.0105 per share. The Convertible Notes also contain anti-dilution provisions.
Sales Representation Agreement
On May 7, 2011, the Company entered into a Sales Representation Agreement ("Agreement") with Mann Equity, LLC ("Mann") wherein Mann purchased from the Company the right to sell the Company's products as an independent distributor for the State of Florida for $5,000. Pursuant to the terms of the one-year agreement, Mann can earn a commission of twenty percent (20%) for each contract sold for network subscription or advertising spots.
Letter of Intent with vitaMedMD, LLC
On May 18, 2011, the Company entered into a non-binding Letter of Intent ("LOI") with vitaMedMD, LLC, a Delaware limited liability company ("vitaMed"), in which vitaMed will become a wholly owned
subsidiary of the Company. vitaMed is a specialty pharmaceutical company focused on creating value by eliminating inefficiencies in the multi-billion dollar prescription and OTC nutrition and medical foods market while leveraging an innovative, patent-pending informational technology platform. vitaMed primarily markets its products directly to women with the recommendation of their doctor. By significantly eliminating much of the cost associated with the traditional distribution models, vitaMed offers superior-quality products for a lower overall cost to patient and payors while increasing efficiencies for the physician. In addition, vitaMed's information technology collects and analyzes data designed to improve patient compliance and education, facilitate product development and provide immediate feedback on effectiveness of therapies. The result is increased efficiency and communication between the patient, physician and payor, ultimately creating improved outcomes. The terms of the LOI call for a definitive agreement to be negotiated between the parties prior to June 30, 2011.
Results of Operations
The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements, included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best present assessment of our management.
CONTINUING OPERATIONS
Results for the three month periods ended March 31, 2011 and 2010
Revenues and Network Operating Costs
AMHN had no revenues or corresponding network operating costs from continuing operations during either of the three month periods ended March 31, 2011 or 2010.
General and Administration
AMHN's general and administrative expenses consist of accounting and administrative costs, professional fees and other general corporate expenses. General and administrative expenses for the three month period ended March 31, 2011 were $41,737 compared to $130,014 for the three month period ended March 31, 2010. The decrease was largely the result of terminated consulting fee arrangements associated with investor and public relations.
Other Expenses
AMHN's interest expense for the three month period ended March 31, 2011 was $3,895 compared to $0 for the same period in 2010. The increase in interest expense was the result of the note due to Seatac Digital Resources, Inc.
DISCONTINUED OPERATIONS
The gains and losses from the disposition of certain income-producing assets and associated liabilities, operating results, and cash flows are reflected as discontinued operations in the consolidated financial statements for all periods presented. Although net earnings are not affected, the Company has reclassified results that were previously included in continuing operations as discontinued operations for qualifying dispositions.
Results for the three month periods ended March 31, 2011 and 2010
The loss from discontinued operations for the three month period ended March 31, 2011 was $46,591. This loss relates to net income ($12,573) less operating costs ($16,356), general and administration
expenses ($32,989) and depreciation and amortization expense ($9,819) of Spectrum which was not a subsidiary of the Company during the three months ended March 31, 2010, and therefore no comparative information is available. Spectrum was released to Seatac effective February 15, 2011. The loss from discontinued operations for the three month period ended March 31, 2010 was $217,378. This loss relates to net income ($15,329) less operating costs ($32,625), general and administration expenses ($50,455), sales and marketing expenses ($83,196), and depreciation and amortization expense ($57,900) of America's Minority Health Network which was not a subsidiary of the Company during the three months ended March 31, 2011, and therefore no comparative information is available. America's Minority Health Network was released to Seatac effective July 30, 2010.
Liquidity and Capital Resources
The Company began its current operations in 2009 and has not as yet attained a level of operations which allows it to meet its current overhead. We do not know if or when we will attain profitable operations and there is no assurance that a profitable operating level can ever be achieved. We will be dependent upon obtaining additional financing in order to adequately fund working capital needs. This factor raises substantial doubt about our ability to continue as a going concern and the accompanying consolidated financial statements do not include any adjustments related to the recoverability or classification of asset carrying amounts or the amounts and classification of liabilities that may result should we be unable to continue as a going concern.
At March 31, 2011, AMHN's cash balance was $994. Outstanding liabilities as of March 31, 2011 totaled $295,101 including $29,321 in a note payable and accrued interest due to a related party. The Company's working capital deficit as of March 31, 2011 was $294,107.
The Company will need to raise additional capital to expand operations to the point at which the Company can achieve profitability. The financing that may be raised may not be on terms acceptable by the Company. If adequate funds cannot be raised outside of the Company, the Company's current shareholders may need to contribute funds to sustain operations. As mentioned herein at Recent Events, the Company has entered into a Letter of Intent with vitaMed and is expected to execute a definitive agreement on or before June 30, 2011.
Off-Balance Sheet Arrangements
None.
Look like its worth a try to me.
A spike may happen at a moments notice.
AMHN, Inc. (AMHN), formerly Croff Enterprises, Inc., operates through its wholly owned subsidiary, America's Minority Health Network, Inc. (America's Minority Health Network). America's Minority Health Network is a place-based provider of digital video education for medical practices who primarily service minorities. The Company's subsidiary provides direct-to-consumer television programming across the United States to subscribing medical offices with a predominantly African-American patient base. As of December 31, 2009, 157 offices had subscribed to the service with 131 offices live and receiving programming. America's Minority Health Network offers an African-American education tool for doctors to use in promoting the health and welfare of the African-American community.
I like this stock's possibilities.
profit-seeker, I obviously hope you're correct. My instincts tell me we've entered near bottom. I believe that this company will provide many chances at taking profits during a comeback trail.
FEED has the products that remain in constant demand. They have a bevy of customers.
The only real question at this point to me is will they establish a management team that will provide great leadership to this huge company. Time will tell.
IMO, we should see good up trends during the next couple of months. Hopefully, after this reversal of trend the stock will elevate to great new levels.
Respectfully,
HT
Sounds like a plan. I agree 100%. IMO, invest at several different levels.
I have been riding a profit making train for several stops and hope to continue here at VLCO. GLTU raging and Investors of VLCO.
HT
I'm learning this company has quite the history. They are huge and the demand for their products are tremendous. They state that they are primed for great growth with the changes they're making. I just couldn't imagine the pps going much lower. So, I checked with a few very experienced people who post along these boards and some excellent chart readers. The consensus was possible bottom for which I presumed. So far so good. What luck. I hope.
GLTU aacewing and all FEED Investors.
HT
Watch FEED for turn around. IMO, it may have bottomed and should provide profits going forward.
HT
I hope we never 4 again. That is were I entered, and I'm really pleased. GLTA Investors of ALCO
HT
Good to see you at the reversal of this stock, IMO. I believe I luckily called the bottom and entered at 1.00 pps. I obviously feel real good about this one.
I am neither a great chart reader, nor a bookkeeper with a crystal ball. However, I do rely upon some good advice of certain people who post along these boards. That, along with my eyes on the fundamentals of the company lead to my decisions. I have been on a tremendous roll lately and plan to continue it with this call.
GLTU profit-seeker and all FEED INVESTORS
Respectfully,
HT
FEED IS MAKING A COMEBACK!
FEED IS MAKING A COMEBACK.
Yes Indeed!
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ADAC ALL AUTO BCCI BCON BNPD BRAV BRBI BRZL CDTI CEO CGAQ CLRH CXZ DMDD EGOC ELTP ENTID ERBB FEED FTEC GLER GRBT HIDE HIRU HNSS INOL JBII KGRI LBSR LLEG LYJN MCP MGM MMTE MRVL MSMY NEGS NEOM NWMT OPMG OTOW PGIE PPL PVSP RXII SBRH SEGI SFIO SGOG SHKZ SHOM SNRS SPQS STHG TEMN TYTN URG WAVE YIPI
When was the last time FEED made the CLOUD? It's there now.
Thank you. I believe this could go 60% up from its bottom in the short term. Long term this has a great comeback written all over it. IMO, of course.
It's taking its first dip. Time to grab a little more.
I believe this stock has bottomed out today. And, in the coming months this will fly. A great buy short and long term here.
HT
China's Booming Agriculture Sector Benefits Yongye and AgFeed
4 hours 10 minutes ago - Marketwire via Comtex
Marketwire
Agriculture represents one of the most important sectors of China's economy, providing more than 12 percent of the country's total Gross Domestic Product and employing in excess of 300 million farmers. China's growing agricultural sector has not only boosted profits for farmers, but has also benefitted Chinese producers of agricultural chemicals and animal feed. The Bedford Report examines China's Agricultural Sector and provides research reports on Yongye International, Inc. (NASDAQ: YONG) and AgFeed Industries, Inc. (NASDAQ: FEED). Access to the full company reports can be found at:
www.bedfordreport.com/2011-05-YONG
www.bedfordreport.com/2011-05-FEED
Yongye International is a leading agricultural nutrient company headquartered in Beijing, with its production facilities located in Hohhot, Inner Mongolia, China. The company produces and markets two lines of organic nutrient products: a liquid nutrient product which is sprayed on plants and a powder nutrient product which is added to animal feed. Earlier this month the company said that first quarter revenues more than doubled year-on-year due to an expanded distribution network, deeper penetration in existing market and the significantly enhanced market recognition of its products.
The Bedford Report releases regular market updates on China's Agricultural Sector so investors can stay ahead of the crowd and make the best investment decisions to maximize their returns. Take a few minutes to register with us free at www.bedfordreport.com and get exclusive access to our numerous analyst reports and industry newsletters.
AgFeed Industries operates two businesses in the People's Republic of China: animal feed nutrition and hog production. Revenues for the company's US hog production unit reached $57.9 million with an operating profit of $3.6 million. In its Chinese based animal nutrition segment, the Company reports first quarter revenue of $24.2 million and an operating loss of $835,000.
The Bedford Report provides Analyst Research focused on equities that offer growth opportunities, value, and strong potential return. We strive to provide the most up-to-date market activities. We constantly create research reports and newsletters for our members. The Bedford Report has not been compensated by any of the above mentioned publicly traded companies. The Bedford Report is compensated by other third party organizations for advertising services. We act as an independent research portal and are aware that all investment entails inherent risks. Please view the full disclaimer at http://www.bedfordreport.com/disclaimer
FEED IS BREAKING OUT!
FEED IS BREAKING OUT!
HT
WOW! FEED! BREAKOUT TIMED PERFECTLY! FEED!
HT
WOW! FEED! BREAKOUT TIME PERFECTLY! FEED!
HT
BREAKOUT! Timed perfectly!
BREAKOUT! WOW! I guess I made the right call here.
HT
I like to see a move in the right direction at the end of the week.
GLTA Investors.
HT
GM and GLTA
HT
US and China
Time for DD