10-K/A 1 form10ka.htm IHTI FORM 10-K/A 123106 form10ka.htm


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 
FORM 10-K/A
Amendment No. 1


x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 2006


Commission File Number 000-52005


INTEGRATIVE HEALTH TECHNOLOGIES, INC.
(Exact Name of Registrant As Specified In Its Charter)


DELAWARE
 
11-3504866
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)


4940 Broadway Suite 201 San Antonio, TX 78209
(Address of principal executive office, including zip code)


(210) 824 - 4200
(Registrant's telephone number, including area code)


Issued pursuant to Section 12(b) of the Act:
None


Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.00001 per share


- 1 -


 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   
¨ Yes  x No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.   
¨ Yes  x No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:   
x Yes  ¨ No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.

o  Large accelerated filer
o  Accelerated filer
x Non-accelerated filer

Indicate by check mark whether the registrant is a shell company (defined in Rule 12b-2 of the Act).
o Yes   x No

The number of shares outstanding of Integrative Health Technologies, Inc.’s common stock on April 16, 2007 was 40,642,597.


 
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EXPLANATORY NOTE


Integrative Health Technologies, Inc., or the Company, is filing this Amendment No. 1 on Form 10-K/A to its Annual Report on Form 10-K for the year ended December 31, 2006, or the 2006 Form 10-K, originally filed with the U.S. Securities and Exchange Commission on April 17, 2007, to amend Items 7 and 8, “Financial Statements,” and “Notes to Financial Statements,” respectively. The Financial Statements and Notes to Financial Statements have been audited and need to be included in the document.

The remainder of the information contained in the 2006 Form 10-KSB is not amended hereby and remains as set forth in the original filing.


PLEASE NOTE THAT THE INFORMATION CONTAINED IN THIS FORM 10-K/A, INCLUDING THE FINANCIAL STATEMENTS AND THE NOTES THERETO, DOES NOT REFLECT EVENTS OCCURRING AFTER THE DATE OF THE 2006 FORM 10-K OR MODIFY OR UPDATE THOSE DISCLOSURES AFFECTED BY SUBSEQUENT EVENTS.




SIGNATURE


In accordance with Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.


INTEGRATIVE HEALTH TECHNOLOGIES, INC.


Date: June 4, 2007
By: /s/ Dr. Gilbert R. Kaats
 
Dr. Gilbert R. Kaats
 
Chairman of the Board, President & Chief Executive Officer
 
(Principal Executive and Financial Officer)




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Integrative Health Technologies, Inc.
previously known as Senticore, Inc.
(A Development Stage Company)

AUDITED FINANCIAL STATEMENTS

December 31, 2006


TABLE OF CONTENTS


 
Page
   
INDEPENDENT AUDITOR’S REPORT
5
   
BALANCE SHEET
6
   
STATEMENTS OF OPERATIONS
7
   
STATEMENTS OF CASH FLOWS
8
   
STATEMENTS OF STOCKHOLDERS’ EQUITY
9
   
NOTES TO THE FINANCIAL STATEMENTS
10 - 14


 
- 4 -


 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors and
Integrative Health Technologies, Inc.



I have audited the balance sheet of Integrative Health Technologies, Inc. as of December 31, 2006, and the related statements of operations, stockholders’ equity, and cash flows for the two years ended December 31, 2006 and 2005. These financial statements are the responsibility of the Company’s management. My responsibility is to express an opinion on these financial statements based on our audits.

I conducted my audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor was I engaged to perform, an audit of its internal control over financial reporting. My audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, I express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audits provide a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Integrative Health Technologies, Inc. as of December 31, 2006, and the results of its operations and its cash flows for the two years ended December 31, 2006 and 2005 in conformity with U.S. generally accepted accounting principles.




Traci J. Anderson, CPA
Huntersville, NC


May 30, 2007


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previously known as Senticore, Inc.
(A Development Stage Company)
BALANCE SHEET
As of December 31, 2006
 
ASSETS
     
       
CURRENT ASSETS
     
Cash
  $
29,673
 
Controlled Affiliated Issuers at value
   
7,980,249
 
Shareholder Loan Receivable
   
34,800
 
Accounts Receivable
   
350,266
 
Inventory
   
94,535
 
TOTAL CURRENT ASSETS
   
8,489,523
 
         
PROPERTY AND EQUIPMENT
       
Furniture, fixtures, and equipment, Net
   
18,500
 
    Net Property and Equipment
   
18,500
 
         
OTHER ASSETS
       
Prepaid Trials
   
1,234,463
 
    Net Other Assets
   
1,234,463
 
TOTAL ASSETS
  $
9,742,486
 
         
LIABILITIES AND STOCKHOLDERS' EQUITY
       
         
LIABILITIES
       
Current Liabilities:
       
Accounts Payable
  $
433,392
 
Shareholder Loan Payable
   
187,340
 
TOTAL LIABILITIES
   
620,732
 
         
STOCKHOLDERS' EQUITY
       
Preferred Stock ($.01 par value, 20,000,000 shares authorized:  20,000,000 shares issued and outstanding)
   
200,000
 
Common Stock ($.001 par value, 200,000,000 shares authorized: 144,735,787 shares issued and outstanding)
   
144,736
 
Additional Paid-in-Capital
   
11,278,056
 
Retained Deficit
    (2,501,038 )
TOTAL STOCKHOLDERS' EQUITY
   
9,121,754
 
         
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
  $
9,742,486
 

The accompanying notes are an integral part of these audited financial statements.


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INTEGRATIVE HEALTH TECHNOLOGIES, INC.
previously known as Senticore, Inc.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
For the Years Ended December 31, 2006 and 2005

               
Cumulative
 
               
Total Since
 
               
Inception
 
   
2006
   
2005
   
January 5, 1999
 
                   
SALES AND COST OF SALES
                 
Sales
  $
369,672
    $
--
    $
374,947
 
Cost of Sales
   
164,205
     
--
     
164,205
 
Gross Profit
   
205,467
     
--
     
210,742
 
                         
OPERATING EXPENSES
                       
Stock based compensation
   
--
     
--
     
2,586,341
 
Stock based interest
   
--
     
--
     
471,420
 
Selling, general and administrative
   
45,569
     
55,172
     
1,361,174
 
Total Operating Expenses
   
45,569
     
55,172
     
4,418,935
 
                         
OTHER INCOME (LOSS)
                       
Loss from disposal of fixed assets
   
--
     
--
      (6,000 )
Loss on equity of LLC
   
--
     
--
      (109,000 )
Gain on Sale of Investments
   
234,769
     
--
     
234,769
 
Total Other Income (Loss)
   
234,769
     
--
     
119,769
 
Net Income (Loss) From Operations before tax expense
   
394,667
      (55,172 )     (4,088,424 )
Income Tax Expense
   
--
     
--
     
--
 
Net Income (Loss) From Operations
   
394,667
      (55,172 )     (4,088,424 )
                         
OTHER COMPREHENSIVE INCOME
                       
Unrealized Gain (Loss) on Mark-to-market investment portfolio, net of  tax
   
536,512
     
--
     
531,512
 
Total Other Comprehensive Income
   
536,512
     
--
     
531,512
 
                         
Comprehensive Income
  $
931,179
    $ (55,172 )   $ (3,556,912 )
                         
                         
Net Loss Per Common Share -- Basic & Fully Diluted
  $
0.01
     
*
         
                         
Weighted Average Common Shares Outstanding
   
144,735,787
     
181,145,154
         

*  Less than ($.01)
 
The accompanying notes are an integral part of these audited financial statements.

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INTEGRATIVE HEALTH TECHNOLOGIES, INC.
previously known as Senticore, Inc.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2006 and 2005

 
 
 
   
 
   
Cumulative
 
 
 
 
   
 
   
Total Since
 
 
 
 
   
 
   
Inception
 
 
 
2006
   
2005
   
January 5, 1999
 
                   
CASH FLOWS FROM OPERATING ACTIVITIES
                 
Net Comprehensive Income (loss)
  $
931,179
    $ (55,172 )   $ (3,086,492 )
Adjustments to reconcile net increase (decrease):
                       
Depreciation
   
--
     
--
     
24,318
 
Loss on Disposal of fixed assets
   
--
     
--
     
6,000
 
Loss on Equity in LLC
   
--
     
--
     
109,000
 
Stock based interest
   
--
     
23,750
     
495,170
 
Stock based compensation
   
--
     
--
     
2,600,341
 
Other stock based expenses
   
--
     
--
     
914,174
 
Proceeds from sale of investments
   
260,897
     
--
     
260,897
 
Realized Gain on sale of investments
    (234,769 )    
--
      (234,769 )
Unrealized Gain on Mark to Market Investment Portfolio
    (536,512 )    
--
      (531,512 )
(Increase) decrease in other assets
    (34,800 )    
7,867
      (34,800 )
(Increase) in available for sale investments
   
--
      (1,338,732 )     (1,338,732 )
Increase (decrease) in accounts payable and accrued payables
   
92,216
     
62,107
     
177,831
 
NET CASH PROVIDED (USED) IN OPERATING ACTIVITIES
   
478,211
      (1,300,180 )     (638,574 )
                         
CASH FLOWS FROM INVESTING ACTIVITIES
                       
Investment in Portfolio Company
    (6,256 )    
--
      (6,256 )
Net Proceeds from sale of assets
   
4,500
     
--
     
4,500
 
Purchases of property, plant, and equipment
   
--
     
--
      (5,789 )
Goodwill acquired (given back to seller due to unwinding)
   
--
     
908,759
     
--
 
Software received (given back due to unwinding) in purchase of Pokerbook
   
--
     
111,471
      (18,529 )
NET CASH FROM INVESTING ACTIVITIES
    (1,756 )    
1,020,230
      (26,074 )
                         
CASH FLOWS FROM FINANCING ACTIVITIES
                       
Proceeds from borrowings under note payable
   
--
     
--
     
669,600
 
Repayments under note payable
    (448,034 )     (369,600 )     (785,358 )
Excess of outstanding checks over bank balance
   
--
     
3,302
     
3,302
 
Proceeds from sale of land
   
--
     
--
     
135,000
 
Incurrence (repayment) of advances
   
--
     
189,000
     
--
 
Advances from stockholders
   
--
     
--
     
112,413
 
Capital contributions
   
--
     
--
     
19,846
 
Proceeds from issuance of common stock
   
--
     
458,500
     
539,518
 
NET CASH (USED) IN FINANCING ACTIVITIES
    (448,034 )    
281,202
     
694,321
 
                         
NON-CASH FLOW INVESTING ACTIVITIES
                       
 Issuance of preferred stock (acquisition of companies)
   
7,469,025
     
--
     
7,469,025
 
 Acquisitions of wholly owned subsidiaries, fixed assets, intangibles and liabilities
    (7,469,025 )    
--
      (7,469,025 )
 Issuance of portfolio holding in exchange for debt reduction
   
677,373
     
--
     
677,373
 
 Debt reduction in exchange for portfolio holding
    (677,373 )    
--
      (677,373 )
NET NON-CASH INVESTING ACTIVITIES
   
--
     
--
     
--
 
                         
INCREASE (DECREASE) IN CASH
   
28,421
     
1,252
     
29,673
 
                         
CASH AND CASH EQUIVALENTS
                       
Beginning of Period
   
1,252
     
--
     
--
 
Ending of Period
  $
29,673
    $
1,252
    $
29,673
 
 
 
The accompanying notes are an integral part of these audited financial statements.

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INTEGRATIVE HEALTH TECHNOLOGIES, INC.
previously known as Senticore, Inc.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY
For the Years Ended December 31, 2006 and 2005

 
Common
 
Common
 
Preferred
 
Preferred
 
Deferred Stock
 
Additional
     
 
Shares
 
Stock
 
Shares
 
Shares
 
and Interest
 
Paid-in
 
Retained
 
 
(000's)
  $  
(000's)
  $  
Compensation
 
Capital
 
Deficit
 
 
 
       
 
       
 
 
 
 
 
 
Balances, December 31, 2003
 
40,040
  $
40,040
   
--
  $
--
  $ (314,950 ) $
492,256
  $ (881,670 )
Shares canceled
  (12,000     (12,000 )  
--
   
--
   
--
   
--
   
--
 
Amortization of deferred compensation
 
--
   
--
   
--
   
--
   
291,200
   
--
   
--
 
Issuance of stock for services
 
21,841
   
21,841
   
--
   
--
   
--
   
2,107,417
   
--
 
Issuance of stock for interest, payable, acquisitions
 
74,150
   
74,150
   
--
   
--
   
--
   
971,603
   
--
 
Net Income (Loss) for the year
 
--
   
--
   
--
   
--
   
--
   
--
    (2,835,517 )
Balances, December 31, 2004
 
124,031
  $
124,031
   
--
  $
--
  $ (23,750 ) $
3,571,276
  $ (3,717,187 )
Issuance of stock for cash
 
34,727
   
34,727
   
--
   
--
   
--
   
401,386
   
--
 
Issuance of stock for services
 
22,387
   
22,387
   
--
   
--
   
--
   
--
   
--
 
Amortization of deferred compensation
 
--
   
--
   
--
   
--
   
23,750
   
--
   
--
 
Net Income (Loss) for the year
 
--
   
--
   
--
   
--
   
--
   
--
    (55,172 )
Balances, December 31, 2005
 
181,145
  $
181,145
   
--
  $
--
  $
--
  $
3,972,662
  $ (3,772,359 )
Correction of an error
 
--
   
--
   
--
   
--
   
--
   
20
   
--
 
Shares canceled
  (36,409     (36,409 )  
--
   
--
   
--
   
36,349
   
--
 
Issuance of stock for acquisitions
 
--
   
--
   
20,000
   
200,000
   
--
   
7,269,025
   
--
 
Net Income (Loss) for the year
 
--
   
--
   
--
   
--
   
--
   
--
   
1,271,321
 
Balances, December 31, 2006
 
144,736
  $
144,736
   
20,000
  $
200,000
  $
--
  $
11,278,056
  $ (2,501,038 )


The accompanying notes are an integral part of these audited financial statements


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INTEGRATIVE HEALTH TECHNOLOGIES, INC.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2006


NOTE A—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business Activity

Integrative Health Technologies, Inc. formerly known as Senticore, Inc. (The Company) was incorporated under the laws of the state of Delaware on January 5, 1999. On February 11, 2005 The Company elected under the Investment Company Act of 1940 (the “ICA”) to become a Business Development Company (“BDC”). This means that, from that date and continuing through the year ended December 31, 2006, the Company operated as a publicly-traded, closed-end investment company which, because of its BDC election, could raise money in the public sector and invest in the private sector. However, as disclosed below in the Note “Subsequent Events”, on May 6, 2007 the Company withdrew its BDC election.

Business Description

During the year ended December 31, 2006, the Company was a BDC providing capital, equipment, scientific advice and extensive hands-on managerial assistance to portfolio companies in the healthcare and nutritional industries.  The company also held some investments in three public companies and one private company that are not in the healthcare and nutritional industries. IHTI’s three major healthcare and nutritional portfolio companies are all wholly-owned subsidiaries of IHTI: (1) Health and Medical Research Inc. is a clinical research organization that has conducted clinical trials and research for over 20 years capitalizing on the growing importance of scientific support for the marketing of healthcare and nutritional products and technologies; (2) HealthTech Development, LLC provides consulting to healthcare and nutritional companies and product research and development including feasibility and marketing studies, and; (3) HealthTech Products, LLC markets clinically-tested healthcare and nutritional products.

Basis of Presentation

The financial statements included herein were prepared under the accrual basis of accounting.

Cash and Cash Equivalents

For purposes of the Statement of Cash Flows, the Company considers liquid investments with an original maturity of three months or less to be cash equivalents.

Management’s Use of Estimates

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 disclosures of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The financial statements above reflect all of the costs of doing business.

Revenue Recognition

The Company’s policy is to recognize income when it is earned.


- 10 -


Comprehensive Income (Loss)

The Company adopted Financial Accounting Standards Board Statement of Financial Accounting Standards (SFAS) No. 130, “Reporting Comprehensive Income”, which establishes standards for the reporting and display of comprehensive income and its components in the financial statements.

Development Stage

The Company is considered to be in the development stage as defined by Statement of Financial Accounting Standards (SFAS) No. 7 and, accordingly, most of its accounting policies and procedures have not yet been established.

Net Income per Common Share

Statement of Financial Accounting Standard (SFAS) No. 128 requires dual presentation of basic and diluted earnings per share (EPS) with a reconciliation of the numerator and denominator of the EPS computations.  Basic earnings per share amounts are based on the weighted average shares of common stock outstanding. If applicable, diluted earnings per share would assume the conversion, exercise or issuance of all potential common stock instruments such as options, warrants and convertible securities, unless the effect is to reduce a loss or increase earnings per share. Accordingly, this presentation has been adopted for the period presented. There were no adjustments required to net income for the period presented in the computation of diluted earnings per share.

Deferred Taxes

Income taxes are provided in accordance with Statement of Financial Accounting Standards No. 109 (SFAS No. 109), “Accounting for Income Taxes.” A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss-carry forwards.

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 asset will not be realized. Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment.

Impairment of Long-Lived Assets

The Company evaluates the recoverability of its fixed assets and other assets in accordance with Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (“SFAS 144’). SFAS 144 requires recognition of impairment of long-lived assets in the event the net book value of such assets exceeds its expected cash flows, it is considered to be impaired and is written down to fair value, which is determined based on either discounted future cash flows or appraised values. The Company adopted the statement on inception. No impairments of these types of assets were recognized during the period ended December 31, 2006.

Fair Value of Financial Instruments

The carrying amounts reported in the balance sheet for cash, accounts receivable and payable approximate fair value based on the short-term maturity of these instruments.

Accounts Receivable

Accounts deemed uncollectible are written off in the year they become uncollectible. No receivables were deemed uncollectible as of December 31, 2006.

Stock-Based Compensation

The Company accounts for stock-based compensation using the fair value method of Financial Accounting Standard No. 123. Common shares issued for services rendered by a third party (both employees and non-employees) are recorded at the fair value of the shares issued or services rendered, whichever is more readily determinable.

- 11 -


Recent Accounting Pronouncements

In March 2006, the FASB issued SFAS No. 156. This Statement amends FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, with respect to the accounting for separately recognized servicing assets and servicing liabilities. This Statement is effective as of the beginning of its first fiscal year that begins after September 15, 2006. An entity should apply the requirements for recognition and initial measurement of servicing assets and servicing liabilities prospectively to all transactions after the effective date of this Statement.

In September 2006, the FASB issued SFAS No. 157 and No. 158. Statement No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. This Statement applies under other accounting pronouncements that require or permit fair value measurements, the Board having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, this Statement does not require any new fair value measurements. However, for some entities, the application of this Statement will change current practice.

Statement No. 158 is an amendment of FASB Statements No. 87, 88, 106, and 132(R). It improves financial reporting by requiring an employer to recognize the over funded or under-funded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income of a business entity or changes in unrestricted net assets of a not-for-profit organization. This Statement also improves financial reporting by requiring an employer to measure the funded status of a plan as of the date of its year-end statement of financial position, with limited exceptions.

The Company does not expect application of SFAS No. 156, 157 and 158 to have a material effect on its financial statements.

NOTE B—SUPPLEMENTAL CASH FLOW INFORMATION

Supplemental disclosures of cash flow information for the period ended December 31, 2006 is summarized as follows:

Cash paid for interest and income taxes:

   
December 31, 2006
 
       
Income Taxes
  $
--
 
Interest
  $
--
 

NOTE C—SEGMENT REPORTING

In June 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 131, “Disclosures about Segments of an Enterprise and Related Information.” This statement requires companies to report information about operating segments in interim and annual financial statements. It also requires segment disclosures about products and services, geographic areas and major customers. The Company determined that it did not have any separately reportable operating segments as of December 31, 2006.

NOTE D—COMMITMENTS

As of December 31, 2006, the Company has a lease commitment to rent office space. The rental expense for 2006 is $4,600. The lease expired on December 31, 2006.


- 12 -


NOTE E—INCOME TAXES

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amount used for federal and state income tax purposes.

The Company’s total deferred tax asset, calculated using federal and state effective tax rates, as of December 31, 2006 is as follows:

Total deferred tax assets
  $
124,000
 
Valuation allowance
    (124,000 )
     Net deferred tax asset
  $
--
 

The reconciliation of income taxes computed at the federal statutory income tax rate to total income taxes for the period ended December 31, 2006:

Income tax computed at the federal statutory rate
    34.0 %
State income taxes, net of federal tax benefit
    4.8 %
Valuation allowance
    (38.8 %)
     Total deferred tax asset
    0 %

Because of the Company’s lack of earnings history, the deferred tax asset has been fully offset by a valuation allowance. The valuation allowance increased (decreased) by approximately $(153,000) and $21,000 for the years ended December 31, 2006 and 2005 respectively.

As of December 31, 2006, the Company had federal and state net operating loss carryforwards in the amount of approximately $319,000 which expire at various times through the year 2026.

NOTE F—NOTES PAYABLE AND SHAREHOLDER RECEIVABLE/RELATED PARTY

As of December 31, 2006, the Company had no outstanding Notes Payable, but it did have an outstanding, non-interest bearing, demand Notes Payable with its major shareholders. The total amount of the Notes Payable to the shareholders was $187,340 as of December 31, 2006.

As of December 31, 2006, the Company had an outstanding Shareholder Loan Receivable with one of its major shareholders is the amount of $34,800.

NOTE G—RELATED PARTY TRANSACTIONS

On August 15, 2006 The Company entered into an agreement with an investment company to purchase sufficient shares of the Company’s stock in Taj Systems, Inc., a pink-sheet company trading under the symbol TJSS, to eliminate all of the Company’s $671,927 outstanding liabilities that it had at closing. The TJSS shares in question are restricted shares, but could be converted into common stock as of August 31, 2006. However, the agreement is not contingent upon this convertibility. The investor provided an initial payment of $114,969 and agreed to pay for this stock in five payments over the next five months (as of this filing date, all five payments have been received.) Upon receipt of all payments, the Company has agreed to transfer these restricted shares to the investor. The Board of Directors has approved the sale with the restriction that all proceeds must be used for the reduction of outstanding debts, and not for operating capital or executive or consultant compensation.

NOTE H—SUBSEQUENT EVENTS

On May 6, 2007, the Company filed a form N-54C with the SEC revoking its earlier election to become a BDC.


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NOTE I—CONTROLLED AFFILIATED ISSUERS

The following is a table detailing the Company’s Portfolio of Holdings and Investments of its Controlled Affiliated Issuers:

Publicly-Traded Companies FMV at 12/31/2006
Acquisition Date
 
Shares
   
Price per share
   
Fair Market Value
   
Cost
   
Unrealized Gain(Loss)
 
Taj Systems (TJSS)
 
   
1,281,886
    $
0.115
    $
147,417
    $
236,233
    $ (88,816 )
AdZone Research (ADZR)
 
   
882,353
    $
0.003
    $
2,647
    $
--
    $
2,647
 
Beere Financial (BRFG)
 
   
2,308
    $
0.100
    $
231
    $
10,000
    $ (9,769 )
Integrated Health Tech (IHT)
 
   
6,874
    $
0.560
    $
3,849
    $
6,256
    $ (2,407 )
     
subtotal
            $
154,144
    $
252,489
         
Non Controlled Companies (Non-Publicly traded)
 
                                       
8% Equity Position in AlgaeCal International
October 2006
                  $
320,000
    $
320,000
    $
--
 
The Justice Fund, a privately held corporation
 
   
11,000,000
    $
0.100
    $
110,000
    $
--
    $
110,000
 
                                           
Controlled Companies (Non-Publicly traded)
                                         
100% Health and Medical Research, Inc.
August 2006
                  $
7,361,998
    $
6,531,106
    $
830,892
 
100% HealthTech Products, LLC
August 2006
                  $
--
    $
--
    $
--
 
100% HealthTech Development, LLC
August 2006
                  $
34,107
    $
--
    $
34,107
 
 
   
subtotal
            $
7,826,105
    $
6,851,106
         
 
           
Totals
    $
7,980,249
    $
7,103,595
         
                                           
Unrealized Gain (Loss) at 12/31/2006
 
                                  $
876,653
 
                                           
Portfolio Holdings @ at 12/31/2006
 
                  $
7,980,249
                 



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