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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Elysee Development Corp (PK) | USOTC:ASXSF | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.00462 | -1.94% | 0.23362 | 0.193 | 0.3345 | 0.23362 | 0.23362 | 0.23362 | 500 | 21:00:27 |
þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Nevada | 86-0837251 | |
(State or Other Jurisdiction
Of Incorporation or Organization) |
(I.R.S. Employer Identification
Number) |
|
Xavier De Cocklaan 42, 9831 Deurle, Belgium | N/A | |
(Address of Principal Executive Offices) | (Zip Code) |
Large accelerated filer o | Accelerated filer o |
Non-accelerated filer
o
(Do not check if a smaller reporting company) |
Smaller Reporting Company þ |
September 30, 2008 | March 31, 2008 | |||||||
(unaudited) | ||||||||
ASSETS
|
||||||||
CURRENT ASSETS:
|
||||||||
Cash and cash equivalents
|
$ | 1,711,220 | $ | 1,728,281 | ||||
Accounts receivable, net of allowance
for doubtful accounts of $29,109 at
September 30, 2008 and $32,181 at
March 31, 2008
|
1,872,822 | 1,902,920 | ||||||
Inventories, net
|
1,815,311 | 1,360,709 | ||||||
Prepaid expense
|
1,883,754 | 970,173 | ||||||
Total current assets
|
7,283,107 | 5,962,083 | ||||||
PROPERTY AND EQUIPMENT, NET
|
863,178 | 692,609 | ||||||
OTHER ASSETS
|
675,000 | 675,000 | ||||||
Patents, net
|
339,144 | 115,827 | ||||||
TOTAL ASSETS
|
$ | 9,160,429 | $ | 7,445,519 | ||||
|
||||||||
LIABILITIES AND STOCKHOLDERS EQUITY
|
||||||||
CURRENT LIABILITIES:
|
||||||||
Current portion, long term debt
|
$ | 41,005 | $ | 58,583 | ||||
Line of Credit
|
1,630,542 | 779,718 | ||||||
Accounts payable
|
1,993,316 | 2,002,439 | ||||||
Accrued liabilities
|
1,107,491 | 781,737 | ||||||
Income taxes payable
|
11,299 | 15,121 | ||||||
Total current liabilities
|
4,738,653 | 3,637,598 | ||||||
LONG TERM DEBT
|
176,327 | 94,754 | ||||||
STOCKHOLDERS EQUITY:
|
||||||||
Preferred Stock $0.001 par value
(10,000,000 shares authorized, none
issued and outstanding)
|
| | ||||||
Common stock, $0.001 par value;
(50,000,000 shares authorized,
18,995,969 shares issued and
outstanding at September 30, 2008 and
March 31, 2008 )
|
18,996 | 18,638 | ||||||
Additional paid-in capital
|
22,988,450 | 17,929,992 | ||||||
Accumulated deficit
|
(18,620,973) | (14,263,113 | ) | |||||
Accumulated other comprehensive income
(loss) (foreign currency translation
adjustment)
|
(186,024) | 27,650 | ||||||
Total stockholders equity
|
4,200,449 | 3,713,167 | ||||||
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
|
$ | 9,160,429 | $ | 7,445,519 | ||||
1
For the three months ended | For the six months ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2008 | 2007 | 2008 | 2007 | |||||||||||||
Net sales
|
$ | 2,771,079 | $ | 1,076,350 | $ | 6,406,558 | $ | 2,320,949 | ||||||||
Cost of sales
|
785,453 | 686,649 | 2,054,877 | 1,352,076 | ||||||||||||
Gross profit
|
1,985,626 | 389,701 | 4,351,681 | 968,873 | ||||||||||||
Operating Expenses
|
||||||||||||||||
Research and development
|
47,415 | 46,168 | 172,373 | 75,557 | ||||||||||||
Sales and marketing
|
840,207 | 282,553 | 1,511,506 | 385,793 | ||||||||||||
General and administrative
|
1,273,723 | 1,059,371 | 2,404,036 | 1,803,852 | ||||||||||||
Depreciation and amortization
|
183,111 | 70,150 | 274,372 | 135,784 | ||||||||||||
TOTAL OPERATING EXPENSES
|
2,344,456 | 1,458,242 | 4,362,287 | 2,400,986 | ||||||||||||
INCOME (LOSS) FROM OPERATIONS
|
(358,830) | (1,068,541 | ) | (10,606) | (1,432,113 | ) | ||||||||||
OTHER INCOME (EXPENSES)
|
||||||||||||||||
Warrants issued pursuant to
Distribution Agreement
|
(4,323,207) | | (4,323,207) | | ||||||||||||
Interest expense
|
(44,8366) | (26,441 | ) | (80,180) | (55,214 | ) | ||||||||||
Interest income
|
39,845 | 90,233 | 56,131 | 91,625 | ||||||||||||
TOTAL OTHER INCOME (EXPENSES)
|
(4,328,198) | 63,792 | (4,347,256) | 36,411 | ||||||||||||
|
||||||||||||||||
NET LOSS
|
$ | (4,687,028) | $ | (1,004,749 | ) | $ | (4,357,862) | $ | (1,395,702 | ) | ||||||
LOSS PER SHARE
|
||||||||||||||||
Basic and fully diluted
|
$ | (0.25) | $ | (0.05 | ) | $ | (0.23) | $ | (0.08 | ) | ||||||
WEIGHTED AVERAGE SHARES OUTSTANDING
|
||||||||||||||||
Basic and fully diluted
|
18,968,717 | 18,596,245 | 18,804,164 | 17,035,589 | ||||||||||||
2
For the three months ended | For the six months ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
(Unaudited) | (Unaudited) | |||||||||||||||
2008 | 2007 | 2008 | 2007 | |||||||||||||
Net Income (Loss)
|
$ | (4,687,028) | $ | (1,004,749 | ) | $ | (4,357,862 | ) | $ | (1,395,702 | ) | |||||
OTHER COMPREHENSIVE INCOME (LOSS):
|
||||||||||||||||
Foreign currency translation adjustment
|
(241,266) | (53,204 | ) | (213,674 | ) | (48,604 | ) | |||||||||
Comprehensive income (loss)
|
(4,928,294) | $ | (1,057,953 | ) | $ | (4,571,536 | ) | $ | (1,444,306 | ) | ||||||
3
For the six months ended | ||||||||
September 30, | ||||||||
2008 | 2007 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||||
Net loss
|
$ | (4,357,862 | ) | $ | (1,395,702 | ) | ||
Adjustments to reconcile net income (loss) to net cash used by operating activities
|
||||||||
Depreciation and amortization
|
274,372 | 135,784 | ||||||
Inventory reserve
|
(1,508 | ) | | |||||
Allowance for doubtful accounts
|
(3,072 | ) | 7,521 | |||||
Stock based compensation
|
176,850 | 12,846 | ||||||
Warrants issued pursuant to Distribution Agreement
|
4,323,207 | | ||||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable
|
30,098 | 752,589 | ||||||
Inventories
|
(454,602 | ) | (17,919 | ) | ||||
Prepaid expenses
|
(913,581 | ) | (461,365 | ) | ||||
Accounts payable
|
(9,123 | ) | 67,364 | |||||
Accrued liabilities
|
325,754 | 83,718 | ||||||
Income taxes payable
|
(3,822 | ) | | |||||
Net cash used by operating activities
|
(113,279 | ) | (815,164 | ) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
||||||||
Long-term investments
|
| |||||||
Purchases of patents
|
| (11,152 | ) | |||||
Purchases of equipment
|
(329,755 | ) | (83,919 | ) | ||||
Net cash used by investing activities
|
(329,755 | ) | (95,071 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||
Net proceeds from private placement
|
| 5,898,241 | ||||||
Proceeds from (principal payments on) capital lease note payable
|
63,995 | (31,741 | ) | |||||
Proceeds from (repayments of) line of credit
|
850,824 | (1,331,646 | ) | |||||
Net cash provided by financing activities
|
914,819 | 4,534,854 | ||||||
NET (DECREASE) INCREASE IN CASH
|
(28,225 | ) | 3,624,619 | |||||
Effect of exchange rate changes on cash and cash equivalents
|
11,164 | 26,600 | ||||||
CASH AND CASH EQUIVALENTS, BEGINNING
|
1,728,281 | 126,966 | ||||||
CASH AND CASH EQUIVALENTS, ENDING
|
$ | 1,711,220 | $ | 3,778,185 | ||||
Supplemental Information:
|
||||||||
Interest paid
|
$ | 65,010 | $ | 23,376 | ||||
Income taxes paid
|
$ | | $ | | ||||
Schedule of non-cash financing and investing activities:
|
||||||||
Warrants issued pursuant to Distribution Agreement
|
$ | 4,323,207 | $ | | ||||
Shares issued as prepayment for goods
|
$ | 250,000 | $ | | ||||
Shares issued for license
|
$ | 319,483 | $ | | ||||
4
1. | BACKGROUND AND ORGANIZATION | |
The Company is a manufacturer and distributor of cosmetic dentistry products, including a full line of professional dental and retail Over-The-Counter tooth whitening products which are distributed in Europe, and recently in Asia and the United States. The Company manufactures many of its products in its facility in Deurle, Belgium as well as outsourced manufacturing in China. The Company distributes its products using both its own internal sales force and through the use of third party distributors. | ||
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Organization and Principles of Consolidation | ||
The accompanying consolidated financial statements include the accounts of Remedent, Inc. (formerly Remedent USA, Inc.), a Nevada corporation, and its five subsidiaries, Remedent N.V. (Belgian corporation) located in Deurle, Belgium, Remedent Professional, Inc. (incorporated in California) and a subsidiary of Remedent Professional Holdings, Inc., Remedent Asia Pte. Ltd, a wholly-owned subsidiary formed under the laws of Singapore, Sylphar N.V. (incorporated in Belgium as a wholly owned subsidiary on September 24, 2007), and Glamtech-USA, Inc. (a Delaware corporation acquired effective August 24, 2008 see Note 3) (collectively, the Company). Remedent, Inc. is a holding company with headquarters in Deurle, Belgium. Remedent Professional, Inc. and Remedent Professional Holdings, Inc. have been dormant since inception. Remedent Asia Pte. Ltd., commenced operations as of July 2005. All significant inter-company accounts and transactions have been eliminated in the consolidated financial statements. Corporate administrative costs are not allocated to subsidiaries. | ||
Interim Financial Information | ||
The interim consolidated financial statements of Remedent, Inc. and Subsidiaries (the Company) are condensed and do not include some of the information necessary to obtain a complete understanding of the financial data. Management believes that all adjustments necessary for a fair presentation of results have been included in the unaudited consolidated financial statements for the interim periods presented. Operating results for the six months ended September 30, 2008, are not necessarily indicative of the results that may be expected for the year ended March 31, 2009. Accordingly, your attention is directed to footnote disclosures found in the Annual Report on Form 10-KSB for the year ended March 31, 2008, and particularly to Note 2, which includes a summary of significant accounting policies. | ||
Basis of Presentation | ||
The Companys financial statements have been prepared on an accrual basis of accounting, in conformity with accounting principles generally accepted in the United States of America. These principles contemplate the realization of assets and liquidation of liabilities in the normal course of business. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting |
5
periods. Actual results could differ from those estimates. These financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
Revenue Recognition | ||
The Company recognizes revenue from product sales when persuasive evidence of a sale exists: that is, a product is shipped under an agreement with a customer; risk of loss and title has passed to the customer; the fee is fixed or determinable; and collection of the resulting receivable is reasonably assured. Sales allowances are estimated based upon historical experience of sales returns. | ||
Impairment of Long-Lived Assets | ||
Long-lived assets consist primarily of patents and property and equipment. The recoverability of long-lived assets is evaluated by an analysis of operating results and consideration of other significant events or changes in the business environment. If impairment exists, the carrying amount of the long-lived assets is reduced to its estimated fair value, less any costs associated with the final settlement. As of September 30, 2008, management believes there was no impairment of the Companys long-lived assets. | ||
Pervasiveness of Estimates | ||
On an on-going basis, the Company evaluates estimates and judgments, including those related to revenue, bad debts, inventories, fixed assets, intangible assets, stock based compensation, income taxes, and contingencies. Estimates are based on historical experience and on various other assumptions that the Company believes reasonable in the circumstances. The results form the basis for making judgments about the carrying vales of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. | ||
Cash and Cash Equivalents | ||
The Company considers all highly liquid investments with maturities of three months or less to be cash or cash equivalents. | ||
Accounts Receivable and Allowance for Doubtful Accounts | ||
The Company sells professional dental equipment to various companies, primarily to distributors Worldwide. The terms of sales vary by customer, however, generally are 2% 10 days, net 30 days. Accounts receivable is reported at net realizable value and net of allowance for doubtful accounts. The Company uses the allowance method to account for uncollectible accounts receivable. The Companys estimate is based on historical collection experience and a review of the current status of trade accounts receivable. | ||
Inventories | ||
The Company purchases certain of its products in components that require assembly prior to shipment to customers. All other products are purchased as finished goods ready to ship to customers. |
6
The Company writes down inventories for estimated obsolescence to estimated market value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected, then additional inventory write-downs may be required. Inventory reserves for obsolescence totaled $14,304 at September 30, 2008 and $15,812 at March 31, 2008. | ||
Prepaid Expense | ||
The Companys prepaid expense consists of prepayments to suppliers for inventory purchases and to the Belgium customs department, to obtain an exemption of direct VAT payments for imported goods out of the European Union (EU). This prepayment serves as a guarantee to obtain the facility to pay VAT at the moment of sale and not at the moment of importing goods at the border. Prepaid expenses also include VAT payments made for goods and services in excess of VAT payments received from the sale of products as well as amounts for other prepaid operating expenses. | ||
Property and Equipment | ||
Property and equipment are stated at cost. Major renewals and improvements are charged to the asset accounts while replacements, maintenance and repairs, which do not improve or extend the lives of the respective assets, are expensed. At the time property and equipment are retired or otherwise disposed of, the asset and related accumulated depreciation accounts are relieved of the applicable amounts. Gains or losses from retirements or sales are credited or charged to income. | ||
The Company depreciates its property and equipment for financial reporting purposes using the straight-line method based upon the following useful lives of the assets: |
Tooling
|
3 Years | |
Furniture and fixtures
|
4 Years | |
Machinery and Equipment
|
4 Years |
Patents | ||
Patents consist of the costs incurred to purchase patent rights and are reported net of accumulated amortization. Patents are amortized using the straight-line method over a period based on their contractual lives. | ||
Research and Development Costs | ||
The Company expenses research and development costs as incurred. | ||
Advertising | ||
Costs incurred for producing and communicating advertising are expensed when incurred and included in sales and marketing and general and administrative expenses. For the six month periods ended September 30, 2008 and September 30, 2007, advertising expense was $184,727 and $100,140, respectively. | ||
Income taxes | ||
Income taxes are provided in accordance with Statement of Financial Accounting Standards No. 109 (SFAS 109), Accounting for Income Taxes . Deferred taxes are recognized for temporary differences in the bases of assets and liabilities for financial statement and income tax reporting as well as for |
7
operating losses and credit carry forwards. A provision has been made for income taxes due on taxable income and for the deferred taxes on the temporary differences. The components of the deferred tax asset and liability are individually classified as current and non-current based on their characteristics. |
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. | ||
Warranties | ||
The Company typically warrants its products against defects in material and workmanship for a period of 18 months from shipment. Based upon historical trends and warranties provided by the Companys suppliers and sub-contractors, the Company has made a provision for warranty costs of $21,455 and $23,718 as of September 30, 2008 and March 31, 2008, respectively. | ||
Segment Reporting | ||
Statement of Financial Accounting Standards No. 131 (SFAS 131), Disclosure About Segments of an Enterprise and Related Information requires use of the management approach model for segment reporting. The management approach model is based on the way a companys management organizes segments within the company for making operating decisions and assessing performance. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company. The Companys management considers its business to comprise one segment for reporting purposes. | ||
Computation of Earnings (Loss) per Share | ||
The Company computes net income (loss) per share in accordance with SFAS No. 128, Earnings per Share (SFAS 128). SFAS 128 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, and convertible notes, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential common shares if their effect is anti-dilutive. Outstanding options of 1,103,166 for the six month periods ended September 30, 2008 and 2007, respectively, have been excluded from the above calculations as they would be anti-dilutive. Outstanding warrants for the three and six months ended September 30, 2008 and 2007 were 10,638,405 and 7,270,026 warrants, respectively, have also been excluded from the above calculations as they would be anti-dilutive. | ||
Conversion of Foreign Currencies | ||
The reporting currency for the consolidated financial statements of the Company is the U.S. dollar. The functional currency for the Companys European subsidiaries, Remedent N.V. and Sylphar N.V., is the Euro, for Remedent Asia the Singapore Dollar. Finally, the functional currency for Remedent Professional, Inc. and Glamtech-USA Inc. is the U.S. dollar. The Company translates foreign currency statements to the reporting currency in accordance with FASB 52. The assets and liabilities of companies whose functional currency is other that the U.S. dollar are included in the consolidation by translating the assets and liabilities at the exchange rates applicable at the end of the reporting period. The statements of income of such companies are translated at the average exchange rates during the applicable period. Translation gains or losses are accumulated as a separate component of stockholders equity. |
8
Comprehensive Income (Loss) |
The Company has adopted the provisions of Statement of Financial Accounting Standards No. 130, Reporting Comprehensive Income (SFAS No. 130). SFAS No. 130 establishes standards for the reporting and display of comprehensive income, its components and accumulated balances in a full set of general purpose financial statements. SFAS No. 130 defines comprehensive income (loss) to include all changes in equity except those resulting from investments by owners and distributions to owners, including adjustments to minimum pension liabilities, accumulated foreign currency translation, and unrealized gains or losses on marketable securities. | ||
The Companys only component of other comprehensive income is the accumulated foreign currency translation consisting of losses of $213,674 and $48,604 the six month periods ended September 30, 2008 and September 30, 2007, respectively. These amounts have been recorded as a separate component of stockholders deficit. | ||
Stock Based Compensation | ||
In December 2004, the Financial Accounting Standards Board issued SFAS No. 123R, Share-Based Payment . Subsequently, the Securities and Exchange Commission (SEC) provided for a phase-in implementation process for SFAS No. 123R, which required adoption of the new accounting standard no later than January 1, 2006. SFAS No. 123R requires accounting for stock options using a fair-value-based method as described in such statement and recognize the resulting compensation expense in the Companys financial statements. Prior to January 1, 2006, the Company accounted for employee stock options using the intrinsic value method under APB No. 25, Accounting for Stock Issued to Employees and related Interpretations, which generally resulted in no employee stock option expense. The Company adopted SFAS No. 123R on January 1, 2006 and does not plan to restate financial statements for prior periods. The Company plans to continue to use the Black-Scholes option valuation model in estimating the fair value of the stock option awards issued under SFAS No. 123R. The adoption of SFAS No. 123R has a material impact on the Companys results of operations. For the six month periods ended September 30, 2008 and September 30, 2007, equity compensation in the form of stock options and grants of restricted stock totaled $176,850 and $12,846 respectively. | ||
Accounting Policy Change and New Accounting Pronouncements | ||
(a) Adoption of New Accounting Policy | ||
In February 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities . This Statement permits entities to choose to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected will be reported in earnings. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. | ||
The Company adopted the provisions of SFAS No. 159 on April 1, 2008. The adoption of SFAS No. 159 did not have a material impact on the companys financial reporting. | ||
(b) New Accounting Pronouncements | ||
In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities . This statement changes the disclosure requirements for derivative instruments and hedging activities. Entities are required to provide enhanced disclosures about (a) how and why an |
9
entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, and its related interpretations, and (c) how derivative instruments and related hedged items affect an entitys financial position, financial performance, and cash flows. This statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008 (the Companys fiscal year beginning April 1, 2009), with early application encouraged. This statement encourages, but does not require, comparative disclosures for earlier periods at initial adoption. Management is in the process of evaluating the impact the future application of this pronouncement may have on its consolidated financial statements. | ||
In December 2007, the FASB issued SFAS No. 141 (Revised 2007) Business Combinations . SFAS 141 (Revised) establishes principles and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree. The statement also provides guidance for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. The guidance will become effective for the Companys fiscal year beginning April 1, 2009. Management is in the process of evaluating the impact SFAS 141 (Revised) will have on the Companys financial statements upon adoption. | ||
In February 2008, the FASB released FSP No. FAS 157-2. FSP No. FAS 157-2 defers the effective date of SFAS 157, Fair Value Measurements , for one year for nonfinancial assets and nonfinancial liabilities that are recognized or disclosed at fair value in the financial statements on a nonrecurring basis. It does not defer recognition and disclosure requirements for financial assets and financial liabilities, or for nonfinancial assets and nonfinancial liabilities that are remeasured at least annually. | ||
In December 2007, the FASB issued SFAS No. 160 Noncontrolling Interests in Consolidated Financial Statements an amendment of ARB No. 51 . SFAS 160 establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. The guidance will become effective for the Companys fiscal year beginning April 1, 2009. Management is in the process of evaluating the impact SFAS 160 will have on the Companys financial statements upon adoption. |
On August 24, 2008, the Company entered into a distribution agreement (the Distribution Agreement) with Den-Mat Holdings, LLC, a Delaware limited liability company (Den-Mat). Under the terms of the Distribution Agreement, the Company: | ||
(a) appointed Den-Mat to be the sole and exclusive distributor to market, license and sell certain products relating to the Companys GlamSmile tray technology, including, but not limited to, its GlamSmile veneer products and other related veneer products (the Products), throughout the world, with the exception of Australia, Austria, Belgium, Brazil, France (including Dom-Tom), Germany, Italy, New Zealand, Oman, Poland, Qatar, Saudi Arabia, Singapore, Switzerland, Thailand, and United Arab Emirates (collectively the Excluded Markets) and the China Market; and | ||
(b) granted Den-Mat a sole and exclusive, transferable and sublicensable right and license to use all intellectual property related to the Products throughout specified territory, as well as certain rights in the excluded markets and rights in future intellectual property. Such rights include the right to manufacture the Products upon payment of royalties for the initial three year guaranty period (Guaranty Period). Upon the expiration of the Guaranty Period, as detailed in the Distribution |
10
Agreement, the sole and exclusive distribution rights and licenses granted under the Agreement automatically become non-exclusive distribution rights and licenses, and all rights to use the GlamSmile name and mark shall cease unless the Guaranty Period is extended by Den-Mat under the terms of the Distribution Agreement. Upon termination of the Distribution Agreement, all of Den-Mats rights in the Companys intellectual property, including the right to manufacture the Products shall cease. | ||
As consideration for such distribution, licensing and manufacturing rights, Den-Mat will pay the Company: (i) an initial payment of $2,425,000 (received in the period ended September 30, 2008); (ii) a payment of $250,000 for each of the first three contract periods in the initial Guaranty Period, subject to certain terms and conditions; (iii) certain periodic payments as additional paid-up royalties in the aggregate amount of $500,000; (iv) a payment of $1,000,000 promptly after Den-Mat manufactures a limited quantity of Products at a facility owned or leased by Den-Mat; (v) a payment of $1,000,000 promptly upon completion of certain training of Den-Mats personnel; (vi) a payment of $ 1.000.000 upon the first to occur of (a)February 1, 2009 of (b) the date thirty (30) days after den-Mat sells GlamSmile Products incorporating twenty thousand (20,000) Units/Teeth to customers regardless of whether Den-Mat has manufactured such Units/Teeth in a Den-Mat facility or has purchased such Units/Teeth from Remedent; (vii) certain milestone payments; and (viii) certain royalty payments. Further, as consideration for Den-Mats obligations under the Distribution Agreement, the Company agreed to, among other things: (i) issue to Den-Mat or an entity to be designated by Den-Mat, warrants to purchase up to 3,378,379 shares of the Corporations common stock, par value $0.001 per share (the Warrant Shares) at an exercise price of $1.48 per share, exercisable for a period of five years (the Den-Mat Warrant) (issued in the period ended September 30, 2008); (ii) execute and deliver to Den-Mat a registration rights agreement covering the registration of the Warrant Shares (the Registration Rights Agreement); and (iii) cause its Chairman of the Board, Guy De Vreese, to execute and deliver to Den-Mat a non-competition agreement. |
On August 24, 2008, the Company entered into a Rescission Agreement with Glamtech-USA, Inc., a Delaware corporation (Glamtech). The Company had previously granted Glamtech the exclusive right to distribute its GlamSmile veneer products in the United States and Canada pursuant to an Exclusive Distribution Agreement, dated April 10, 2008, and in the United Kingdom pursuant to an Exclusive Distribution Agreement dated May 2008. Concurrently, the Company entered into a Stock Purchase Agreement (the Stock Purchase Agreement) with each of the two Glamtech shareholders (the Holders), for the purchase of all of Glamtechs outstanding common stock in exchange for: (i) at the election of the Holders at any time within 6 months, to receive either, but not both, (a) an aggregate of 1,000,000 restricted shares of our common stock (the Shares), or (b) 5 year warrants (the Warrants), valued at $1.48 per warrant, to purchase an aggregate of 1,247,216 restricted shares of the Companys common stock at an exercise price of $1.30 per share (the Warrant Shares); and together with either the Shares or the Warrants, (ii) certain limited royalty payments allocated to sales in the United States, Canada, and the United Kingdom of the Products during the term of the Companys Distribution Agreement with Den-Mat Holdings (Note 3). |
Subsequent to September 30, 2008, both Holders have elected to receive a total of 1,000,000 restricted shares. The shares will be issued during the quarter ended December 31, 2008. The company has acquired GlamTech effective August 24, 2008 however, the cost of acquisition have not neen recorded as September 30, 2008 because they were not estimable. The costs related to the acquisition of Glamtech will be accounted for in the quarter ended December 31, 2008, using the purchase method. | ||
11
Pro forma (unaudited) information for the three months ended September 30, 2008 as if the acquisition of Glamtech had occurred at June 30, 2008 is presented below. Comparative pro forma information for the corresponding prior interim period is not provided because it is unavailable since Glamtech was only incorporated on April 9, 2008: |
As presented | ||||
September 30, 2008 | ||||
(unaudited) | ||||
Revenue
|
$ | 2,771,079 | ||
Loss from continuing operations
|
$ | (358,830 | ) | |
Net loss
|
$ | (4,687,028 | ) | |
Income (loss) per share
|
$ | (0.25 | ) |
On June 25, 2007, the Company completed its private offering of 5,600,000 shares of its common stock, par value $.001 per share at a purchase price of $1.25 per share (the Shares) and warrants to purchase 4,200,000 shares of common stock, par value $.001 per share, at an exercise price of $1.55 per share (the Warrants) to certain institutional and accredited investors, for an aggregate purchase price of $7,000,000 (the Offering). | ||
Under the terms of the Offering, the Warrants are exercisable for a period of five years and entitle the holder to purchase one share of restricted common stock (the Warrant Shares) for $1.55 per Warrant Share. The Company also has the right to redeem the Warrants for $0.001 per Warrant Share covered by the Warrants if the Shares trade on the OTC Electronic Bulletin Board or similar market above $5.25 per share for 20 consecutive trading days following the initial effective date of the registration statement covering the resale of the Shares and Warrant Shares, based upon the closing bid price for the Shares for each trading day (the Redemption Right). Once the Redemption Right vests, the Company has the right, but not the obligation, to redeem the Warrants for $0.001 per Warrant Share covered by the Warrants upon 30 days written notice to the holders of the Warrants. | ||
Under the terms of the Purchase Agreement and the Registration Rights Agreement, the Company was required to prepare and file with the Securities and Exchange Commission (the Commission) a registration statement covering the resale of the Shares and the Warrant Shares. The Company agreed to prepare and file a registration statement covering the resale no later than 30 days after the Closing. The registration statement became effective October 23, 2007. | ||
The Company engaged Roth Capital Partners, LLC, as its exclusive agent to offer the Shares and Warrants (the Placement Agent). The Placement Agent is entitled to a fee equal to ten percent (10%) of the gross proceeds derived from the Offering, of which the Placement Agent may, at its option, receive up to 2% of its 10% fee in securities issued in the Offering. Further, the Company agreed to pay the Placement Agent 5% of the exercise price of the Warrants promptly following the Companys receipt thereof. In addition, the Company agreed to reimburse the Placement Agent for its out-of-pocket expenses related to the Offering, including an up front payment of $25,000 to cover such expenses, of which any unused amount will be netted against the Placement Agents 10% fee. |
12
As of September 30, 2008, the total costs of this private placement were $1,235,223, comprising of: commissions of $762,505; out-of-pocket costs of $25,000; professional fees of $375,738 and direct travel costs of $71,980; and have been recorded against share capital as a cost of financing. | ||
The Offering was conducted in reliance upon an exemption from registration under the Securities Act of 1933, as amended (the Securities Act), including, without limitation, that under Section 506 of Regulation D promulgated under the Securities Act. The Units were offered and sold by the Company to accredited investors in reliance on Section 506 of Regulation D of the Securities. |
Financial Instruments Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of trade accounts receivable. | ||
Concentrations of credit risk with respect to trade receivables are normally limited due to the number of customers comprising the Companys customer base and their dispersion across different geographic areas. At September 30, 2008 one customer accounted for 53% of the Companys trade accounts receivable. The Company performs ongoing credit evaluations of its customers and normally does not require collateral to support accounts receivable. | ||
Purchases The Company has diversified its sources for product components and finished goods and, as a result, the loss of a supplier would not have a material impact on the Companys operations. For the six month period ended September 30, 2008, the Company had five suppliers who accounted for a total of 24% of gross purchases. For the six month period ended June 30, 2007, the Company had five suppliers who accounted for a total of 29% of gross purchases. | ||
Revenues For the six months ended September 30, 2008 the Company had five customers that accounted for 55% of total revenues. Out of these five customers, one accounted for 39% and another accounted for 11% of total revenues. | ||
For the six month period ended September 30, 2007 the Company had five customers that accounted for 32% of total revenues. |
A summary of accounts receivable and allowance for doubtful accounts as of September 30, 2008 and March 31, 2008 is as follows: |
September 30, 2008 | March 31, 2008 | |||||||
Accounts receivable, gross
|
$ | 1,901,931 | $ | 1,935,101 | ||||
Less: allowance for doubtful accounts
|
(29,109 | ) | (32,181 | ) | ||||
Accounts receivable, net
|
$ | 1,872,822 | $ | 1,902,920 | ||||
13
Inventories are stated at the lower of cost (weighted average) or market. Inventory costs include material, labor and manufacturing overhead. Individual components of inventory are listed below as follows: |
September 30, 2008 | March 31, 2008 | |||||||
Raw materials
|
$ | 23,722 | $ | 29,788 | ||||
Components
|
1,088,622 | 970,101 | ||||||
Finished goods
|
717,271 | 376,632 | ||||||
|
1,829,615 | 1,376,521 | ||||||
Less: reserve for obsolescence
|
(14,304 | ) | (15,812 | ) | ||||
Net inventory
|
$ | 1,815,311 | $ | 1,360,709 | ||||
Prepaid expenses are summarized as follows: |
September 30, 2008 | March 31, 2008 | |||||||
Prepaid materials and components
|
$ | 1,154,651 | $ | 588,639 | ||||
Prepaid Belgium income taxes
|
| 79,060 | ||||||
Prepaid consulting
|
72,114 | 62,237 | ||||||
VAT payments in excess of VAT receipts
|
69,985 | 117,467 | ||||||
Royalties
|
35,758 | 39,530 | ||||||
Prepaid trade show expenses
|
18,311 | 25,276 | ||||||
Prepaid rent
|
11,511 | 10,812 | ||||||
Other
|
21,424 | 47,152 | ||||||
|
$ | 1,383,754 | $ | 970,173 | ||||
September 30, 2008 | March 31, 2008 | |||||||
Furniture and Fixtures
|
$ | 211,601 | $ | 182,079 | ||||
Machinery and Equipment
|
1,167,484 | 801,251 | ||||||
Tooling
|
188,450 | 254,450 | ||||||
|
1,567,535 | 1,237,780 | ||||||
Accumulated depreciation
|
(704,357 | ) | (545,171 | ) | ||||
Property & equipment, net
|
$ | 863,178 | $ | 692,609 | ||||
Innovative Medical & Dental Solutions, LLC (IMDS, LLC) | ||
Effective July 15, 2007 the Company entered into a Limited Liability Company Merger and Equity Reallocation Agreement (the Participation Agreement) through its subsidiary, Remedent N.V. Pursuant to the terms of the Participation Agreement, the Company has acquired a 10% equity interest in IMDS, LLC in consideration for $300,000 which was converted against IMDS receivables. | ||
The agreement stipulates certain exclusive world wide rights to certain tooth whitening technology, and the right to purchase at standard cost certain whitening lights and accessories and to sell such lights in markets not served by the LLC. The terms of the Participation Agreement also provide that Remedent N.V. has the first right to purchase additional equity. Parties to the Participation Agreement include two officers of IMDS, LLC, and an individual who is both an officer and director of Remedent Inc., and certain unrelated parties. |
14
IMDS, LLC is registered with the Secretary of the State of Florida as a limited liability company and with the Secretary of the State of California as a foreign corporation authorized to operate in California. IMDS, LLC is merging with White Science World Wide, LLC, a limited liability company organized under the laws of the State of Georgia. The merged companies are operating as a single entity as IMDS, LLC, a Florida limited liability company. |
Pursuant to the terms of a letter of intent dated December 17, 2007, the Company has agreed to purchase 20% of Soca for a total purchase price of $750,000. Half of the purchase price has been advanced $375,000 to Soca as a down payment, pending completion of the agreement terms. The balance of $375,000 is to be paid through the issuance of 220,588 shares of the Companys common stock. The final agreement is currently being negotiated and management expects to close the agreement within the first half of calendar 2009. |
Teeth Whitening Patents | ||
In October 2004, the Company acquired from the inventor the exclusive, perpetual license to two issued United States patents which are applicable to several teeth whitening products currently being marketed by the Company. Pursuant to the terms of the license agreement, the Company was granted an exclusive, worldwide, perpetual license to manufacture, market, distribute and sell the products contemplated by the patents subject to the payment of $65,000 as reimbursement to the patent holder for legal and other costs associated with obtaining the patents, which was paid in October 2004, and royalties for each unit sold subject to an annual minimum royalty of $100,000 per year. The Company is amortizing the initial cost of $65,000 for these patents over a ten year period and accordingly has recorded $26,000 of accumulated amortization for this patent as of September 30, 2008. The Company accrues this royalty when it becomes payable to inventory therefore as of September 30, 2008, a provision of $35,758 has been made for this obligation (2007-Nil). | ||
Universal Applicator Patent | ||
In September 2004, the Company entered into an agreement with Lident N.V. (Lident), a company controlled by Mr. De Vreese, the Companys Chairman, to obtain an option, exercisable through December 31, 2005, to license an international patent (excluding the US) and worldwide manufacturing and distribution rights for a potential new product which Lident had been assigned certain rights by the inventors of the products, who are unrelated parties, prior to Mr. De Vreese association with the Company. The patent is an Italian patent which relates to a single use universal applicator for dental pastes, salves, creams, powders, liquids and other substances where manual application could be relevant. The Company has filed to have the patent approved throughout Europe. The agreement required the Company to advance to the inventors through Lident a fully refundable deposit of 100,000 subject to the Companys due diligence regarding the enforceability of the patent and marketability of the product, which, if viable, would be assigned to the Company for additional consideration to the inventors of 100,000 and an ongoing royalty from sales of products related to the patent equal to 3% of net sales and, if not viable, the deposit would be repaid in full by Lident. The consideration the Company had agreed to pay Lident upon the exercise of the option is the same as the consideration Lident is obligated to pay the original inventors. Consequently, Lident would not have profited from the exercise of the option. Furthermore, at a meeting of the Companys Board of Directors on July 13, 2005, the Board accepted Lidents offer to facilitate an assignment of Lidents intellectual property rights to the technology to the Company in exchange for the reimbursement of |
15
Lidents actual costs incurred relating to the intellectual property. Consequently, when the Company exercises the option, all future payments, other than the reimbursement of costs would be paid directly to the original inventors and not to Lident. | ||
On December 12, 2005, the Company exercised the option and the Company and the patent holder
agreed to revise the assignment agreement whereby the Company agreed to pay 50,000
additional compensation in the form of prepaid royalties instead of the 100,000 previously
agreed, 25,000 of which had been paid by the Company in September 2005 and the remaining
25,000 to be paid upon the Companys first shipment of a product covered by the patent. As
of September 30, 2008 the Company has not yet received the final product.
The patent is being amortized over five (5) years and accordingly, the Company has recorded $67,354 of accumulated amortization for this patent as of September 30, 2008. |
On October 8, 2004, our wholly owned subsidiary, Remedent N.V., obtained a mixed-use line of credit facility with Fortis Bank, a Belgian bank, for 1,070,000 (the Facility). The Facility was secured by a first lien on the assets of Remedent N.V. The purpose of the Facility is to provide working capital to grow our business and to finance certain accounts receivable as necessary. Since opening the Facility in 2004, Remedent N.V. and Fortis Bank have subsequently amended the Facility several times to increase or decrease the line of credit. On May 3, 2005 the Facility was amended to decrease the line of credit to 1,050,000. On March 13, 2006 the Facility was amended to increase the mixed-use line of credit to 2,300,000, consisting of a 1,800,000 credit line based on the eligible accounts receivable and a 500,000 general line of credit. The latest amendment to the Facility, dated January 3, 2008, amended and decreased the mixed-use line of credit to 2,050,000, to be used by Remedent NV and/or Sylphar NV. Each line of credit carries its own interest rates and fees as provided in the Facility. Remedent N.V. and Sylphar N.V. are currently only utilizing two lines of credit, advances based on account receivables and the straight loan. As of September 30, 2008 and March 31, 2008, Remedent N.V. and Sylphar N.V. had in aggregate, $1,630,542 and $779,718 in advances outstanding, respectively, under this mixed-use line of credit facility. |
On June 15, 2005, the Company entered into two five year capital lease agreements for manufacturing equipment totaling 70,296 (US $85,231). On October 24, 2006, the Company entered into another five year capital lease agreement for additional manufacturing equipment totaling 123,367 (US $148,559). On May 15, 2008, the company entered into a third capital lease agreement over a three year period for additional manufacturing equipment totaling 63,395 (US $ 98,516).The leases require monthly payments of principal and interest at 7.43% of 1,258 (US$1,799,31 at September 30, 2008) for the first two leases and 9.72% of 2,276 (US$3,255 at September 30, 2008) and provide for buyouts at the conclusion of the five year term of 2,820 (US$4,033) or 4.0% of original value for the first two contracts and 4,933 (US $7,056) or 4.0 % of the original value for the second contract. The third lease contract requires monthly payments of principal and interest at 9.40% of 1,909 (US $ 2,730 at September 30, 2008) and provides for buyout at the conclusion of the three year term of 633,95 (US $ 907) or 1% of the original value of this contract. |
The net book value as of September 30, 2008 and March 31, 2008 of the equipment subject to the foregoing leases are $217,332 and $149,673, respectively. |
16
Borrowings from employees and entities controlled by officers of the Company are, unsecured, non-interest bearing, and due on demand. | ||
Transactions with related parties consisted of the following: | ||
Compensation: |
During the six month periods ended September 30, 2008 and 2007 respectively, the Company incurred $349,569 and $317,644 respectively, as compensation for all directors and officers. | ||
Sales Transactions: | ||
One of the Companys directors owns a minority interest in a client company, IMDS Inc., to which goods were sold during the six months ended September 30, 2008 and 2007 totaling $41,035 and $8,904 respectively. Accounts receivable with this customer as at September 30, 2008 and March 31, 2008 totaled $9,297 and $91,533 respectively. | ||
All related party transactions involving provision of services or tangible assets were recorded at the exchange amount, which is the value established and agreed to by the related parties reflecting arms length consideration payable for similar services or transfers. |
Accrued liabilities are summarized as follows: |
September 30, 2008 | March 31, 2008 | |||||||
Accrued employee benefit taxes and payroll
|
$ | 230,268 | $ | 178,645 | ||||
Accrued Travel
|
16,773 | 17,667 | ||||||
Advances and deposits
|
343,400 | 212,736 | ||||||
Commissions
|
252,181 | 130,875 | ||||||
Accrued audit and tax preparation fees
|
3,529 | 4,000 | ||||||
Reserve for warranty costs
|
21,455 | 23,718 | ||||||
Accrued interest
|
1,593 | 984 | ||||||
Accrued consulting fees
|
16,803 | 35,204 | ||||||
Other accrued expenses
|
221,489 | 177,908 | ||||||
|
$ | 1,107,491 | $ | 781,737 | ||||
On July 11, 2008, the Company iissued 358,166 shares of restricted common stock as partial payment of products and certain exclusivity rights pursuant to the terms of that certain Distribution Agreement dated as of June 30, 2008, which was filed on a Form 8-K on July 7, 2008. The value of the shares issued was $569,483. The securities issued are exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Sections 4(2), and Rule 506 of Regulation D of the Securities and Exchange Commission and from various similar state exemptions. |
The Board of Directors and stockholders approved the Nonstatutory Stock Option Plan (the 2001 Plan) and adopted it on May 29, 2001. The Company has reserved 250,000 shares of its common stock for issuance to the directors, employees and consultants under the Plan. The Plan is administered by the Board of Directors. Vesting terms of the options range from immediately to five years. | ||
Pursuant to an Information Statement on Schedule 14C mailed on May 9, 2005 to all stockholders of record as of the close of business on February 1, 2005 and became effective June 3, 2005, the Company authorized the implementation of a 2004 Incentive and Nonstatutory Stock Option Plan (2004 Plan) reserving 800,000 shares of common stock for issuance to employees, directors and consultants of the Company or any subsidiaries. This plan became effective as of June 3, 2005 after the Company had completed a one for twenty reverse split. |
17
2001 Plan | 2004 Plan | Other | ||||||||||||||||||||||
Weighted | Weighted | Weighted | ||||||||||||||||||||||
Outstanding | Average | Outstanding | Average | Outstanding | Average | |||||||||||||||||||
Options | Exercise Price | Options | Exercise Price | Options | Exercise Price | |||||||||||||||||||
Options outstanding , March 31, 2008
|
222,500 | $ | 1.29 | 730,666 | $ | 4.46 | 150,000 | $ | 1.75 | |||||||||||||||
|
||||||||||||||||||||||||
Granted
|
| | | | | | ||||||||||||||||||
Exercised
|
| | | | | | ||||||||||||||||||
Cancelled or expired
|
| | | | | | ||||||||||||||||||
|
||||||||||||||||||||||||
Options outstanding, September 30,
2008
|
222,500 | $ | 1.29 | 730,666 | $ | 4.46 | 150,000 | $ | 1.75 | |||||||||||||||
|
||||||||||||||||||||||||
Options exercisable September 30,
2008
|
222,500 | $ | 1.29 | 383,999 | $ | 4.46 | | | ||||||||||||||||
|
||||||||||||||||||||||||
Exercise price range
|
$ | 1.00 to $4.00 | $ | 1.50 to $4.00 | $ | 1.75 | ||||||||||||||||||
|
||||||||||||||||||||||||
Weighted average remaining life
|
3.53 years | 6.48 years | 8.98 years | |||||||||||||||||||||
|
||||||||||||||||||||||||
Shares available for future issuance
|
27,500 | 69,334 | N/A | |||||||||||||||||||||
|
Number of | Number of securities | |||||||||||
securities to be | remaining available for | |||||||||||
issued upon | future issuance under | |||||||||||
exercise of | Weighted-average | equity compensation | ||||||||||
outstanding | exercise price of | plans (excluding | ||||||||||
options, warrants | outstanding options | securities reflected | ||||||||||
Plan Category | and right | warrants and rights | in column (a)) | |||||||||
Equity Compensation Plans approved by security holders
|
1,103,166 | $ | 1.93 | 96,834 | ||||||||
Equity Compensation Plans not approved by security holders
|
297,298 | $ | 1.50 | NA | ||||||||
|
||||||||||||
|
1,400,464 | $ | 1.84 | 96,834 | ||||||||
|
18
Weighted | ||||||||
Outstanding | Average Exercise | |||||||
Warrants | Price | |||||||
Warrants and options outstanding , March 31, 2008
|
7,260,026 | $ | 1.67 | |||||
Granted
|
3,378,379 | 1.48 | ||||||
|
||||||||
Exercised
|
| | ||||||
|
||||||||
Cancelled or expired
|
| | ||||||
|
||||||||
Warrants exercisable September 30, 2008
|
10,638,405 | $ | 1.58 | |||||
|
||||||||
Exercise price range
|
$ | 1.20 to $3.00 | ||||||
|
||||||||
Weighted average remaining life
|
3.54 Years | |||||||
|
September 30, 2008 | September 30, 2007 | |||||||
U.S. sales
|
$ | 3,904,368 | $ | 113,834 | ||||
Foreign sales
|
2,502,189 | 2,207,115 | ||||||
|
||||||||
|
$ | 6,406,557 | $ | 2,320,949 | ||||
|
19
March 31, 2009
|
$ | 240,734 | ||
March 31, 2010
|
$ | 76,896 | ||
March 31, 2011
|
$ | 42,143 | ||
|
||||
Total:
|
$ | 359,773 | ||
|
20
21
22
For the three months ended | For the six months ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2008 | 2007 | 2008 | 2007 | |||||||||||||
NET SALES
|
100.00 | % | 100.00 | % | 100.00 | % | 100.00 | % | ||||||||
COST OF SALES
|
28.34 | % | 63.80 | % | 32.07 | % | 58.26 | % | ||||||||
|
||||||||||||||||
GROSS PROFIT
|
71.66 | % | 36.20 | % | 67.93 | % | 41.74 | % | ||||||||
|
||||||||||||||||
OPERATING EXPENSES
|
||||||||||||||||
Research and development
|
1.71 | % | 4.29 | % | 2.69 | % | 3.26 | % | ||||||||
Sales and marketing
|
30.32 | % | 26.25 | % | 23.59 | % | 16.62 | % | ||||||||
General and administrative
|
45.96 | % | 98.43 | % | 37.52 | % | 77.72 | % | ||||||||
Depreciation and amortization
|
6.61 | % | 6.52 | % | 4.28 | % | 5.85 | % | ||||||||
|
||||||||||||||||
TOTAL OPERATING EXPENSES
|
84.60 | % | 135.49 | % | 68.09 | % | 103.45 | % | ||||||||
|
||||||||||||||||
LOSS FROM OPERATIONS
|
(12.95 | )% | (99.29 | )% | (0.17 | )% | (61.70 | )% | ||||||||
|
||||||||||||||||
Other income (expense)
|
(156.24 | )% | 5.93 | % | (67.86 | )% | 1.57 | % | ||||||||
|
||||||||||||||||
LOSS BEFORE INCOME TAXES
|
(169.19 | )% | (93.35 | )% | (68.02 | )% | (60.13 | )% | ||||||||
|
||||||||||||||||
NET INCOME (LOSS)
|
(169.19 | )% | (93.35 | )% | (68.02 | )% | (60.13 | )% | ||||||||
|
23
24
25
26
27
28
Exhibit | ||
No | Description | |
3.1
|
Articles of Incorporation of Jofran Confectioners International, Inc., a Nevada corporation, dated July 31, 1986 (1) | |
|
||
3.2
|
Amendment to Articles of Incorporation changing name from Jofran Confectioners International, Inc., a Nevada corporation, to Cliff Typographers, Inc., a Nevada corporation, dated July 31, 1986 (1) | |
|
||
3.3
|
Amendment to Articles of Incorporation changing name from Cliff Typographers, Inc., a Nevada corporation, to Cliff Graphics International, Inc., a Nevada corporation, dated January 9, 1987 (1) | |
|
||
3.4
|
Amendment to Articles of Incorporation changing name from Cliff Graphics International, Inc., a Nevada corporation, to Global Golf Holdings, Inc., a Nevada corporation, dated March 8, 1995 (1) | |
|
||
3.5
|
Amendment to Articles of Incorporation changing name from Global Golf Holdings, Inc., a Nevada corporation, to Dino Minichiello Fashions, Inc., a Nevada corporation, dated November 20, 1997 (1) | |
|
||
3.6
|
Amendment to Articles of Incorporation changing name from Dino Minichiello Fashions, Inc., a Nevada corporation, to Resort World Enterprises, Inc., a Nevada corporation, dated August 18, 1998 (1) | |
|
||
3.7
|
Amendment to Articles of Incorporation changing name from Resort World Enterprises, Inc., a Nevada corporation, to Remedent , Inc., dated October 5, 1998 (1) | |
|
||
3.8
|
Amended and Restated Articles of Incorporation changing name from Remedent, USA, Inc. to Remedent, Inc. and to effect a one-for-twenty reverse stock split on June 3, 2005 (2) | |
|
||
3.9
|
Amended and Restated Bylaws (2) | |
|
||
4.1
|
Specimen of Stock Certificate (3) | |
|
||
4.2
|
Form of Subscription Agreement (4) | |
|
||
4.3
|
Form of Warrant for Common Stock (4) | |
|
||
4.4
|
Form of Registration Rights Agreement (4) | |
|
||
4.5
|
Form of Warrant for Unit (5) | |
|
||
4.6
|
Form of Warrant for Common Stock (6) | |
|
||
4.7
|
Form of Warrant dated August 24, 2008 for Den-Mat Holdings, LLC (7) |
29
Exhibit | ||
No | Description | |
4.8
|
Form of Stock Purchase Agreement dated August 24, 2008 entered into in connection with the Rescission Agreement dated August 24, 2008 by and between Remedent, Inc., Remedent N.V. and Glamtech-USA, Inc. (7) | |
|
||
10.1
|
Distribution, License and Manufacturing Agreement, dated August 24, 2008, by and between Remedent, Inc., Remedent N.V. and Den-Mat Holdings, LLC (7) | |
|
||
10.2
|
Form of Registration Rights Agreement dated August 24, 2008 between Remedent, Inc. and Den-Mat Holdings, LLC (7) | |
|
||
10.3
|
Rescission Agreement, dated August 24, 2008, by and between Remedent, Inc., Remedent N.V. and Glamtech-USA, Inc. (7) | |
|
||
10.4
|
Distribution Agreement, dated June 30, 2008, by and between Remedent, Inc. and SensAble Technologies, Inc. (8) | |
|
||
31.1
|
Certifications of the Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act.* | |
|
||
31.2
|
Certifications of the Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act.* | |
|
||
32.1
|
Certifications of the Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act.* | |
|
||
32.2
|
Certifications of the Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act.* |
* | Filed herewith. | |
(1) | Incorporated by reference from Registration Statement on Form SB-2 filed with the SEC on July 24, 2002. | |
(2) | Incorporated by reference from Form 8-K filed with the SEC on June 8, 2005. | |
(3) | Incorporated by reference from Form SB-2 filed with the SEC on August 4, 2005. | |
(4) | Incorporated by reference from Form 8-K filed with the SEC on July 11, 2005. | |
(5) | Incorporated by reference from Form SB-2/A filed with the SEC on October 26, 2005. | |
(6) | Incorporated by reference from Form 8-K filed with the SEC on June 27, 2007. | |
(7) | Incorporated by reference from Form 8-K filed with the SEC on August 28, 2008. | |
(8) | Incorporated by reference from Form 8-K filed with the SEC on July 7, 2008. | |
30
REMEDENT, INC.
|
||||
Date: November 19, 2008 | By: | /s/ Robin List | ||
Name: | Robin List | |||
Title: | Chief Executive Officer | |||
Date: November 19, 2008 | By: | /s/ Philippe Van Acker | ||
Name: | Philippe Van Acker | |||
Title: | Chief Financial Officer | |||
31
1 Year Elysee Development (PK) Chart |
1 Month Elysee Development (PK) Chart |
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