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Are you talking about the ones with Jeremy Miller? Can't get them where I live but I hope thet are persuasive. Because as of right now I'm still not sure of the direction of CEYY. Won't get rid of what I have but going to wait for more news before moving forward.
Yeah, but just think how much bigger that smile would be if you were long!!!!!!!!!!!!!
Form 10-Q for MEDISAFE 1 TECHNOLOGIES CORP
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5-Aug-2011
Quarterly Report
Item 2. Management's Discussion and Analysis or Plan of Operations.
As used in this Form 10-Q, references to "Medisafe," "we," "our" or "us" refer to Medisafe 1 Technologies Corp.
Forward-Looking Statements
This Report contains forward-looking statements. For this purpose, any statements contained in this Report that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking information includes statements relating to future actions, prospective products, future performance or results of current or anticipated products, sales and marketing efforts, costs and expenses, interest rates, outcome of contingencies, financial condition, results of operations, liquidity, business strategies, cost savings, objectives of management, and other matters. You can identify forward-looking statements by those that are not historical in nature, particularly those that use terminology such as "may," "will," "should," "expects," "anticipates," "contemplates," "estimates," "believes," "plans," "projected," "predicts," "potential," or "continue" or the negative of these similar terms. The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking information to encourage companies to provide prospective information about themselves without fear of litigation so long as that information is identified as forward-looking and is accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those projected in the information.
These forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions that we cannot predict. In evaluating these forward-looking statements, you should consider various factors, including the following: (a) those risks and uncertainties related to general economic conditions, (b) whether we are able to manage our planned growth efficiently and operate profitable operations, (c) whether we are able to generate sufficient revenues or obtain financing to sustain and grow our operations, (d) whether we are able to successfully fulfill our primary requirements for cash, which are explained below under "Liquidity and Capital Resources." We assume no obligation to update forward-looking statements, except as otherwise required under the applicable federal securities laws.
Company Overview
We were incorporated in Delaware on July 9, 2009 and we are a development stage company. To date we have had limited activities. We are in the process of establishing a business engaged in the manufacture and distribution of products based upon our patented medical assembly and a protector, or locking mechanism, that is intended to ensure that no substance can be released from the hypodermic needle without positive pre-matching between the substance and the specific patient using a patented technology.
On July 15, 2009, we entered into an exclusive worldwide patent sale agreement (the "Patent Transfer and Sale Agreement") with Yisrael Elhadad and Yisrael Gottlieb, pursuant to which we purchased Patent Number: 7,347,841 (the "Patent") for a technology for a medical assembly and a protector, or locking mechanism, that is intended to ensure that no substances can be released from the hypodermic needle without positive pre-matching between the substance and the specific patient. The Patent was acquired by us in exchange for the payment to Yisrael Elhadad and Yisrael Gottlieb (our director and chief financial officer) of One Hundred Thousand United States Dollars (US $100,000). Our principal business to date has been the acquisition of the Patent and the development of a prototype. The Medisafe technology has the potential to be adopted as a standard in all major markets, making a decisive contribution towards the elimination of errors from injectable medication.
Our invention, based on the Patent, is a medical assembly which may effectively prevent unauthorized administration of a drug or medicinal substance by hypodermic needle. It accomplishes this by taking a medical assembly and incorporating a locking mechanism that is intended to ensure the substance cannot be released from the hypodermic needle without positive pre-matching between the substance and the specific patient, identified by bar-coding or other identification technology. Since some human interaction will be required in the labeling, administering, and using the intended device, Medisafe cannot entirely remove the risk of human error. It is expected that the system can be applied not only to hypodermic needles, but also to any assembly for storing any kind of medicine.
We have developed a fully operational prototype with PIA Electronics Ltd. ("PIA Electronics") and have agreed to pay PIA Electronics a commission based upon sales revenue in the amount of ten percent (10%) of all future royalties from the sale and / or licensing of a product which is based on the working prototype manufactured by PIA Electronics. To date, no products encompassing the patented technology have been sold.
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The principle features of the prototype design include a protector which fits over a proportion of the medicine assembly, a bar code and locking element, an electrically operated device to control the locking element, and a connection to a bar code reader. Finally, the protector includes an enclosure that surrounds a container of medicine, whether it be intended for oral intake, transdermal delivery or any other kind of medicinal administration.
The invention, based on the Patent represents a medical assembly which may effectively prevent unauthorized administration of a drug or medicinal substance by hypodermic needle. It accomplishes this by taking a medical assembly and incorporating a locking mechanism that is intended to ensure that no substance can be released from the hypodermic needle without positive pre-matching between the substance and the specific patient, identified by bar-coding or other identification technology. We believe that the system can be applied for various other uses. We expect the system to be applied not only to hypodermic needles, but also to any assembly for storing any kind of medicine. Since some human interaction will be required in the labeling, administering, and using the intended device, Medisafe cannot entirely remove the risk of human error.
The bar code may be printed on any suitable portion of the protector. The term "bar code" refers not just to a straightforward bar code, but to any optically or machine readable code or character, such as a magnetic strip or computer-recognizable code.
The locking element is electrically operated and opened by means of a bar code reader which reads the bar code and generates an appropriate electrical signal. The electrically operated element may be a solenoid, or alternatively it may be mechanically-operated, hydraulically-operated or pneumatically or any combination thereof. The protector may include more than one section, each selectively lockable to one another by means of a locking element.
Importantly, the bar code may be specific to a certain patient and certain medicine. The medical practitioner should be able to use the bar code reader to read the bar code prior to using the medicine assembly. The locking element will only open if the bar code read by the bar code reader is associated with the correct patient and medicine.
We are in discussions with various hospitals and medical clinics for the implementation of our proprietary technology as part of a pilot and at the same time we are also in discussions with various medical manufacturers in the health care industry regarding the possibility of licensing of our technology accordingly; however there can be no assurance that such discussions will be successful.
On July 12, 2009, we issued 30,000,000 shares (post forward stock split) of our common stock to three individuals who are directors and officers for proceeds of $600.
We filed a Registration Statement on Form S-1 with the Securities and Exchange Commission ( the "SEC") on March 11, 2010 to register and sell in a self-directed offering 20,000,000 shares (post forward stock split) of newly issued common stock at an offering price of $0.005 (post forward split) per share for proceeds of up to $100,000. The Registration Statement was declared effective March 11, 2010. On June 1, 2010 we issued 20,000,000 shares (post forward stock split) of common stock pursuant to the Registration Statement on Form S-1, and received proceeds of $100,000. We incurred $20,000 of deferred offering costs related to this capital formation activity.
On September 20, 2010, we implemented a 5 for 1 forward stock split on our issued and outstanding shares of common stock to the holders of record as of September 17, 2010. As a result of the split, each holder of record on the record date automatically received four additional shares of our common stock for each share held. After the split, the number of shares of common stock issued and outstanding were 50,000,000 shares. The accompanying financial statements and related notes thereto have been adjusted accordingly to reflect this forward stock split.
As of June 30, 2011, we had 2 full-time employees and 2 part-time consultants.
We currently expect to hire approximately 10-15 employees over the next 12 months, which will cause us to incur additional costs.
Recent Developments
We entered into an Investment Agreement with Centurion Private Equity, LLC ("Centurion") on April 13, 2011. Pursuant to the Investment Agreement, Centurion committed to purchase up to $5,000,000 of our common stock, over a period of time terminating upon the earlier of (i) 24 months from the effective date of the registration statement; or (ii) 30 months from the date of the Investment Agreement, subject to an effective registration statement covering the resale of the common stock and subject to certain conditions and limitations set forth in the Investment Agreement, including limitations based upon the trading volume of our common stock. The maximum aggregate number of shares issuable by us and purchasable by Centurion under the Investment Agreement is that number of shares of common stock having an aggregate purchase price of $5,000,000.
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We filed a Registration Statement on Form S-1 with the SEC on May 9, 2011 to offer and resell up to $5,000,000 in shares of our common stock by the selling stockholders. Of such shares, 8,000,000 represent shares that Centurion agreed to purchase if put to it by us pursuant to the terms of the Investment Agreement, subject to volume limitations and other limitations in the Investment Agreement, 1,016,559 shares were issued to Centurion in consideration for the preparation of the documents for its investment and as a commitment fee and 2,000,000 shares represent shares being registered by the other selling shareholder.
The S1 has not yet been declared effective by the SEC
Plan of Operation
General Working Capital
We have only recently commenced operations and have not yet generated revenues. Our cash on hand at June 30 2011 was $0. Cash and cash equivalents from inception to date have been sufficient to provide the operating capital necessary to operate to date.
Since inception, we have financed our operations from the sale of common stock and other securities and loans from investors and related parties. Based upon our historical revenue, we do not anticipate that we will have revenue for quite awhile and therefore our sales in the future will not be sufficient to meet our cash flow requirements. To date, we have not generated any revenue. We incurred a net loss of $776,591 for the six months ended June 30, 2011, as compared with a net loss of $16,674 for the six months ended June 30, 2010. This increase was mainly attributable to the professional and consulting fees in the form of equity compensation. Our cumulative net loss since inception is $1,163,440, which is comprised entirely of general and administrative expenses a majority in the form of equity compensation.
We will need to raise additional money in order to commercialize our product and establish a sales network for the distribution of our products and to advertise such products. In addition, we will need to hire personnel to run our day to day operations. If we are unable to obtain this additional working capital, or if we encounter unexpected expenses, we may not have enough working capital to implement our business plan.
Liquidity and Capital Resources
To date, we have financed our operations from the sale of our common stock and convertible notes and contributions from related parties. However, we will need additional funding in order to pursue our business objectives. Our recent sources of funding have been loans pursuant to convertible notes. Although we have recently entered into an equity line with Centurion, there can be no assurance that we will meet the requirements needed in order to enable us to use the equity line.
We do not believe that our cash resources will be sufficient to fund our expenses over the next 12 months. There can be no assurance that additional capital will be available to us or that the equity line will provide the needed funds. We are currently in discussions with certain financial entities for equity funding. Since we have no such arrangements in effect, our inability as such to raise funds for the above purposes will have a severe negative impact on our ability to remain a viable company.
For the six months ended June 30, 2011 our net cash used in operating activities was $139,352. The primary adjustment to our cash from operations were common stock issuances for services and compensation and a reduction in prepaid expenses.
We expect to incur a minimum of $75,000 in expenses during the next twelve months of operations. Accordingly, we will have to raise the funds to pay for these expenses. We might do so through a private offering. We potentially will have to issue debt or equity or enter into a strategic arrangement with a third party.
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Going Concern Consideration
In their opinion regarding our financial statement for the year ended December 31, 2010, our auditors have issued an opinion on our annual financial statements which includes a statement describing our going concern status. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills and meet our other financial obligations. This is because we have not generated any revenues and no revenues are anticipated until we begin marketing the product. Accordingly, we must raise capital from sources other than the actual sale of the product. We must raise capital to implement our project and stay in business.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
Results of Operations for the Six Months Ended June 30, 2011
We have only recently commenced operations and have not generated revenues. For the six months ended June 30, 2011 we incurred operating expenses of $701,588 as compared to $16,499 for the six months ended June 30, 2010. The increase in expenses was attributable to consulting and professional fees including equity compensation incurred in relation to the business development and marketing of our patented technology. We anticipate incurring increased expenses to further market our patented technology and will require additional funding to support our working capital needs.
I just don't know what to think for sure at this point. I don't see it as anything near positive until I see a more secure direction of funding.
That's right. Just ask anybody! LOL
Hope you had a great vacation and welcome back!
Yes, thank you! There are no words to express how much your service means! That is why we all here can sit and enjoy expressing out views on this or any board in complete safety and and no repercussions! You deserve the best!
QUOTE OF THE WEEK!
CKTbagger
Share
Thursday, November 10, 2011 6:35:05 PM
Re: None Tweet
Post # of 61691
OK here's the plan. We get this back to green by Monday so when thatguy returns we can pretend nothing happened. Lol
I think that is a good sign and a start.
sub-penny now
Yes, but it does give a good picture of where it came from to current.
Yes, this chart definitely shows a huge decline.
I'm very big with the work and support of our local veterans in my area.... so THANK YOU for your service!
Kaos1 quote:"dilution as we know it (to reach profitability) is over, but dilution for expansions going to take a tad bit more funding,"
Ok, it's sinking in. I was missing the distintion between the 2. But the conservative side of me still worries about expanding too fast.
This is what I don't understand. I listened to the CC too and I understood...yes dilution will happen but 2nd to cash. But it seems that instead of continuing to build our foundation, we are going to expand and yes we need dilution for that and yes the amount are less but they seem to be more frequent. That could average out to be the same if not more that what was. Am I looking at this wrong?
Does this help?
What Does Dilution Mean?
A reduction in earnings per share of common stock that occurs through the issuance of additional shares or the conversion of convertible securities.
Investopedia explains Dilution
Adding to the number of shares outstanding reduces the value of holdings of existing shareholders.
Read more: http://www.investopedia.com/terms/d/dilution.asp#ixzz1dPVkpbI7
Another positive!
I know I'm stock 101... but how does the stock become not enticing to flip? I know because the stock continues to be profitable... but since I am following it now I see it happening over and over. And the reasons vary but they are the same reasons over and over...so what triggers the turning point?
Thanks,
Di
That would be great, but I took such a hit that I am super skeptical now.
Now wouldn't that be a kick in the pants! LOL
Sounds promising!
LOL! Me either!
Ain't that the truth!
CYBK...just like Toymic says:
Quote - "So 9 times out of ten no one doing search even makes it off of first page of site links. so that why it is golden to be on first page twice the word leggings."
So in the long run does it really matter how we got here, just that we are here now! This is where we need to be and it is paying off! IMHO
I tend to agree. Franchise is a great thing; however, we are still fighting sub-penny, with that many new stores next year and people are tired of dilution now?
I don't see why we don't get on our feet and steady as she goes! IMO
I feel like I am on an emotional roller ooaster ride! Go BRAV!
Di
Thank You! I do believe I'm starting to get the hang of this!
So basically it is becoming more stable and our lows will stay higher because of the support and will enable higher pps to continue?
HOORAY! I'm still trying to grasp the full significance of The Golden Cross but I know everyone has been waiting for it and it is finally here! So GO BRAV!
Do we have the same portfolio? LOL Now I'm not sure which of my stocks I want to throw my next buy into! I have been waiting this one out for a long time too.
Well, that's something. I thought they had fallen off the face of the earth but I didn't really follow once it started plummeting!
Over a 100 orders a day...not bad at all!
I got in when it was 40 cents and has been a scary downhill ride since. I hope with this latest pr it's enough to jump start it!
I have seen it slowing moving up. I check it every day. Haven't seen any pr's. But my curiosity is coming back finally.
Don't sit back.....you are a big part of what makes this board tick!!
And when it soars just think of how many more nice weddings she can have!
Now that's funny!!! I needed a good laugh today!
Di
I hope it keeps coming!!!!! GO BRAV!
RIGHT! LOL
I can see your point but since i'm in a learning phase and so hungry for knowledge about this,that the diverse opinions on this board are great!Continually sending me in different directions to research.
And sometimes the action on this board is better than a movie! LOL
And I love reading them while I am at work...like right now!! GO BRAV!