Current Report Filing (8-k)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):
October 6, 2014

 

IMAGENETIX, INC.

(Exact name of registrant as specified in its charter)

 

Nevada		033-24138-D		87-0463772
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

 

10845 Rancho Bernardo Road, Suite 105
San Diego, California		92127
(Address of Principal Executive Offices)		(Zip Code)

 

[phone]

(Registrant’s Telephone Number, Including Area Code)

 

N/A

(Former Name or Former Address, If Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: 

 

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

TABLE OF CONTENTS

 

Section 8 — Other Events	3
Item 8.01 Other Events	3
Section 9 — Financial Statements and Exhibits	3
Item 9.01 Financial Statements and Exhibits	3
SIGNATURE	4

 

2

Table of Contents

 

Section 8 — Other Events

 

Item 8.01 Other Events.

 

As previously disclosed, on December 17, 2012, Imagenetix, Inc. (the “Debtor”) filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of California (the “Bankruptcy Court”). The Bankruptcy Court confirmed the Debtor’s Plan of Reorganization on September 10, 2014 with an effective date of September 16, 2014.

 

On or about September 22, 2014, the Debtor filed its twenty-first monthly operating report for the reporting period of December 18, 2012 through August 31, 2014 with the Bankruptcy Court. On approximately October 8, 2014, the Debtor will file its twenty-second and final operating report for the reporting period of December 18, 2012 through September 16, 2014. Pertinent financial information from the August and September (through the 16^th) 2014 monthly operating reports are furnished with this Current Report on Form 8-K as Exhibit 99.1.

 

These monthly operating reports contain unaudited financial information which has not been reviewed by independent accountants, is limited to the Debtor and is in a format prescribed by applicable bankruptcy laws. The financial information related to the Debtor included in the monthly operating reports has been prepared to conform with specific instructions from the U.S. Trustee and is not presented in accordance with generally accepted accounting principles (“GAAP”) or SEC regulations applicable to financial statements contained in periodic reports filed with the SEC. Preparation of the Debtor’s financial statements in accordance with GAAP could result in material reconciliations and adjustments to certain financial information presented in the monthly operating reports.

 

The monthly operating reports also contain information for periods that are different from those contained in the reports the Debtor has filed pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

 

Such information also may not be indicative of the financial condition or operating results of the Debtor for the periods reflected in the Debtor’s financial statements or in its reports pursuant to the Exchange Act, or of future results. The financial information in the monthly operating reports is not presented on a consolidated basis and does not present the consolidated results of the Debtor. Accordingly, the financial statements in the monthly operating reports cannot be compared with the consolidated financial condition and results of operations that the Debtor has reported in its Exchange Act filings.

 

While every effort has been made to assure the accuracy and completeness of the monthly operating reports, errors or omissions may have inadvertently occurred and the Debtor reserves the right to amend the monthly operating reports as necessary.

 

Section 9 — Financial Statements and Exhibits

 

Item 9.01 Financial Statements and Exhibits

 

(d)

Exhibits

 

Exhibit 99.1

Operating results for the periods from December 18, 2012 to August 31, 2014 and September 16, 2014, respectively.

 

3

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	IMAGENETIX, INC.
	By:	/s/ WILLIAM P. SPENCER
		William P. Spencer
		Chief Executive Officer and President

 

Dated: October 6, 2014

 

4

 

 

Exhibit 99.1

 

UNITED STATES DEPARTMENT OF JUSTICE

OFFICE OF THE UNITED STATES TRUSTEE

SOUTHERN DISTRICT OF CALIFORNIA

 

In Re:			CHAPTER 11 (BUSINESS)
IMAGENETIX, INC.,			CASE NO. ___ 12-16423 MM11
			OPERATING REPORT NO. 21
	Debtor(s).		FOR THE MONTH ENDING:
			August 31, 2014

 

I.  CASH RECEIPTS AND DISBURSEMENTS

A.  (GENERAL ACCOUNT*)

 

1.  TOTAL RECEIPTS PER ALL PRIOR GENERAL ACCOUNT REPORTS						$	3,045,871.53
2.  LESS:  TOTAL DISBURSEMENTS PER ALL PRIOR GENERAL ACCOUNT REPORTS						$	2,873,543.41
3.  BEGINNING BALANCE						$	172,328.12
4.  RECEIPTS DURING CURRENT PERIOD:
ACCOUNTS RECEIVABLE - PRE-FILING		$	—
ACCOUNTS RECEIVABLE - POST-FILING		$	60,624.00
GENERAL SALES		$	—
OTHER (SPECIFY) _Rental sublet_		$	200.00
OTHER ** (SPECIFY) _Client trust acct/ other		$	19,802.63
TOTAL RECEIPTS THIS PERIOD:						$	80,626.63
5.  BALANCE:						$	252,954.75
6.  LESS: TOTAL DISBURSEMENTS DURING CURRENT PERIOD
TRANSFERS TO OTHER DIP ACCOUNTS		$	—
DISBURSEMENTS		$	156,129.25
TOTAL DISBURSEMENTS THIS PERIOD***:						$	156,129.25
7.  ENDING BALANCE:						$	96,825.50
8.  GENERAL ACCOUNT NUMBER ____xxxxxx8451__________________________

 

 DEPOSITORY NAME AND LOCATION _California Bank & Trust, 16796 Bernardo Center Dr.,

 

San Diego, CA 92128

 

*

All receipts must be deposited into the general account.

**

Include receipts from the sale of any real or personal property out of the ordinary course of business; attach an exhibit specifying what was sold, to whom, terms, and date of Court Order or Report of Sale.

***

This amount should be the same as the total from page 2.

 

 

IX. BALANCE SHEET

(ACCRUAL BASIS ONLY)

 

		Current Month End
ASSETS
Current Assets:
Unrestricted Cash		$	97,125.50
Restricted Cash
Accounts Receivable		$	463,882.86
Inventory		$	131,260.53
Notes Receivable
Prepaid Expenses
Other (Itemize)
Total Current Assets						$	692,268.89
Property, Plant, and Equipment		$	254,873.45
Accumulated Depreciation/Depletion		$	(254,873.45	)
Net Property, Plan, and Equipment						$	—
Other Assets (Net of Amortization):
Due from Insiders
Other (Itemized) See page 12 disclosure attached		$	47,065.15
Total Other Assets						$	47,065.15
TOTAL ASSETS						$	739,334.04
LIABILITIES
Post-Petition Liabilities:
Accounts Payable		$	100,885.72
Taxes Payable
Notes Payable
Professional Fees		$	498,437.61
Secured Debt
Other (Itemized) See page 12 disclosure attached		$	134,678.58
Total Post-Petition Liabilities						$	734,001.91
Pre-Petition Liabilities:
Secured Liabilities		$	3,321,134.23
Priority Liabilities		$	1,895.00
Unsecured Liabilities		$	949,628.01
Other (Itemized) See page 12 disclosure attached		$	21,039.60
Total Pre-Petition Liabilities						$	4,293,696.84
TOTAL LIABILITIES						$	5,027,698.75
EQUITY:
Pre-Petition Owners' Equity		$	(5,337,578.31	)
Post-Petition Profit/(Loss)		$	1,049,213.60
Direct Charges to Equity
TOTAL EQUITY						$	(4,288,364.71	)
TOTAL LIABILITIES & EQUITY						$	739,334.04

  

 

IX. PROFIT AND LOSS STATEMENT

(ACCRUAL BASIS ONLY)

 

		Current Month				Cumulative Post-Petition
Sales/Revenue:
Gross Sales/Revenue		$	218,661.13			$	4,136,347.89
Less: Returns/Discounts			(_____________)				(_____________)
Net Sales/Revenue		$	218,661.13			$	4,136,347.89
Cost of Goods Sold:
Beginning Inventory at cost		$	192,274.38			$	22,488.00
Purchases		$	67,454.50			$	1,049,184.20
Less: Ending Inventory at cost		$	(131,260.53	)		$	(131,260.53	)
Cost of Goods Sold (COGS)		$	128,468.35			$	940,411.67
Gross Profit		$	90,192.78			$	3,195,936.22
Other Operating Income (Itemize)
Operating Expenses:
Payroll - Insiders		$	29,321.20			$	643,516.99
Payroll - Other Employees		$	7,606.34			$	231,686.00
Payroll Taxes		$	9,344.42			$	75,004.53
Other Taxes (Itemize)
Depreciation and Amortization		$	197.75			$	38,956.64
Rent Expense - Real Property		$	9,516.70			$	192,678.40
Lease Expense - Personal Property
Insurance		$	1,611.95			$	105,109.60
Real Property Taxes		$	—			$	2,178.97
Telephone and Utilities		$	1,594.68			$	59,072.27
Repairs and Maintenance
Travel and Entertainment (Itemize) business meals and parking		$	967.26			$	12,180.30
Miscellaneous Operating Expenses (Itemize) see attached		$	4,206.51			$	208,338.80
Total Operating Expenses		$	(64,366.81	)		$	(1,568,722.50	)
Net Gain/(Loss) from Operations		$	25,825.97			$	1,627,213.72
Non-Operating Income:
Interest Income
Net Gain on Sale of Assets (Itemize)
Other (Itemize)		$	—			$	335,399.00
Total Non-Operating Income		$	—			$	335,399.00
Non-Operating Expense:
Interest Expense		$	4,626.12			$	92,955.70
Legal and Professional (Itemize)		$	33,356.98			$	820,443.42
Other (Itemize)
Total Non-Operating Expenses		$	(37,983.10	)		$	(913,399.12	)
NET INCOME/(LOSS)		$	(12,157.13	)		$	1,049,213.60

 

(Attach exhibit listing all itemizations required above)

  

 

UNITED STATES DEPARTMENT OF JUSTICE

OFFICE OF THE UNITED STATES TRUSTEE

SOUTHERN DISTRICT OF CALIFORNIA

 

In Re:			CHAPTER 11 (BUSINESS)
IMAGENETIX, INC.,			CASE NO. ___ 12-16423 MM11
			OPERATING REPORT NO. 22
	Debtor(s).		FOR THE MONTH ENDING:
			September 16, 2014 (Final)

 

I. CASH RECEIPTS AND DISBURSEMENTS

A. (GENERAL ACCOUNT*)

 

1.  TOTAL RECEIPTS PER ALL PRIOR GENERAL ACCOUNT REPORTS						$	3,126,498.16
2.  LESS: TOTAL DISBURSEMENTS PER ALL PRIOR GENERAL ACCOUNT REPORTS						$	3,029,672.66
3.  BEGINNING BALANCE						$	96,825.50
4.  RECEIPTS DURING CURRENT PERIOD:
ACCOUNTS RECEIVABLE - PRE-FILING		$	—
ACCOUNTS RECEIVABLE - POST-FILING		$	176,468.93
GENERAL SALES		$	—
OTHER (SPECIFY) _Rental sublet_		$	200.00
OTHER ** (SPECIFY) _Client trust acct/ other		$	—
TOTAL RECEIPTS THIS PERIOD:						$	176,668.93
5.  BALANCE:						$	273,494.43
6.  LESS: TOTAL DISBURSEMENTS DURING CURRENT PERIOD
TRANSFERS TO OTHER DIP ACCOUNTS		$	37,872.70
DISBURSEMENTS		$	—
TOTAL DISBURSEMENTS THIS PERIOD***:						$	37,872.70
7.  ENDING BALANCE:						$	235,621.73
8.  GENERAL ACCOUNT NUMBER ____xxxxxx8451__________________________

 

DEPOSITORY NAME AND LOCATION _California Bank & Trust, 16796 Bernardo Center Dr.,

 

San Diego, CA 92128

 

*

All receipts must be deposited into the general account.

**

Include receipts from the sale of any real or personal property out of the ordinary course of business; attach an exhibit specifying what was sold, to whom, terms, and date of Court Order or Report of Sale.

***

This amount should be the same as the total from page 2.

 

 

IX. BALANCE SHEET

(ACCRUAL BASIS ONLY)

 

		Current Month End
ASSETS
Current Assets:
Unrestricted Cash		$	235,621.73
Restricted Cash
Accounts Receivable		$	206,493.93
Inventory		$	31,780.00
Notes Receivable
Prepaid Expenses
Other (Itemize)
Total Current Assets						$	473,895.66
Property, Plant, and Equipment		$	254,873.45
Accumulated Depreciation/Depletion		$	(254,873.45	)
Net Property, Plan, and Equipment						$	—
Other Assets (Net of Amortization):
Due from Insiders
Other (Itemized) See page 12 disclosure attached		$	47,065.15
Total Other Assets						$	47,065.15
TOTAL ASSETS						$	520,960.81
LIABILITIES
Post-Petition Liabilities:
Accounts Payable		$	33,901.36
Taxes Payable
Notes Payable
Professional Fees		$	498,437.61
Secured Debt
Other (Itemized) See page 12 disclosure attached		$	161,580.42
Total Post-Petition Liabilities						$	693,919.39
Pre-Petition Liabilities:
Secured Liabilities		$	3,321,134.23
Priority Liabilities		$	1,895.00
Unsecured Liabilities		$	949,628.01
Other (Itemized) See page 12 disclosure attached		$	21,039.60
Total Pre-Petition Liabilities						$	4,293,696.84
TOTAL LIABILITIES						$	4,987,616.23
EQUITY:
Pre-Petition Owners' Equity		$	(5,337,578.31	)
Post-Petition Profit/(Loss)		$	870,922.89
Direct Charges to Equity
TOTAL EQUITY						$	(4,466,655.42	)
TOTAL LIABILITIES & EQUITY						$	520,960.81

 

 

IX. PROFIT AND LOSS STATEMENT

(ACCRUAL BASIS ONLY)

 

		Current Month				Cumulative Post-Petition
Sales/Revenue:
Gross Sales/Revenue		$	—			$	4,136,347.89
Less: Returns/Discounts			(_____________)				(_____________)
Net Sales/Revenue		$	—			$	4,136,347.89
Cost of Goods Sold:
Beginning Inventory at cost		$	131,260.53			$	22,488.00
Purchases		$	19,623.16			$	1,068,807.36
Less: Ending Inventory at cost		$	(31,780.00	)		$	(31,780.00	)
Cost of Goods Sold (COGS)		$	119,103.69			$	1,059,515.36
Gross Profit		$	(119,103.69	)		$	3,076,832.53
Other Operating Income (Itemize)
Operating Expenses:
Payroll - Insiders		$	29,321.20			$	672,838.19
Payroll - Other Employees		$	7,606.34			$	239,292.34
Payroll Taxes		$	142.66			$	75,147.19
Other Taxes (Itemize)
Depreciation and Amortization		$	—			$	38,956.64
Rent Expense - Real Property		$	9,716.70			$	202,395.10
Lease Expense - Personal Property
Insurance		$	224.48			$	105,334.08
Real Property Taxes		$	—			$	2,178.97
Telephone and Utilities		$	2,770.94			$	61,843.21
Repairs and Maintenance
Travel and Entertainment (Itemize) business meals and parking		$	638.25			$	12,818.55
Miscellaneous Operating Expenses (Itemize) see attached		$	7,001.09			$	215,339.89
Total Operating Expenses		$	(57,421.66	)		$	(1,626,144.16	)
Net Gain/(Loss) from Operations		$	(176,525.35	)		$	1,450,688.37
Non-Operating Income:
Interest Income
Net Gain on Sale of Assets (Itemize)
Other (Itemize)		$	—			$	335,399.00
Total Non-Operating Income		$	—			$	335,399.00
Non-Operating Expense:
Interest Expense		$	3,283.04			$	96,238.74
Legal and Professional (Itemize)		$	(1,517.68	)		$	818,925.74
Other (Itemize)
Total Non-Operating Expenses		$	(1,765.36	)		$	(915,164.48	)
NET INCOME/(LOSS)		$	(178,290.71	)		$	870,922.89

 

(Attach exhibit listing all itemizations required above)