10QSB/A 1 urmd.htm AMENDED QUARTERLY REPORT FOR THE PERIOD ENDED JUNE 30, 2006 qsb

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

FORM 10-QSB/A
_______________________

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

 

For the quarterly period ended June 30, 2006

 

or

 

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

 

For the transition period from                to               

 

Commission file number 0-23266

 

UROMED CORPORATION
(Exact Name Of Registrant As Specified In Its Charter)

Delaware 38-3717938
(State of Incorporation) (I.R.S. Employer Identification No.)
   
115 East 57th Street, Suite 1118, New York, NY 10022
(Address of Principal Executive Offices) (ZIP Code)

Registrant's Telephone Number, Including Area Code: (646) 202-9679

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. Yes x No ¨

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.

Large accelerated filer ¨ Accelerated filer ¨  Non-accelerated filer x

At June 30, 2006, the Registrant had 14,754,382 shares of common stock issued and outstanding.

 

TABLE OF CONTENTS

Item
 Description
 Page

PART I - FINANCIAL INFORMATION
 

ITEM 1.

                     3   

ITEM 2.

                     3    
ITEM 3.   CONTROLS AND PROCEDURES 4
 

PART II - OTHER INFORMATION
 

ITEM 1.

                     4   

ITEM 2.

                     4    

ITEM 3.

                     4    

ITEM 4.

                     4    

ITEM 5.

                     4    
ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K. 4

 


PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS Back to Table of Contents

The Registrant's unaudited interim financial statements are attached hereto. Unaudited Interim Financial Statements

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION Back to Table of Contents

Some of the statements contained in this quarterly report of Uromed Corporation, a Delaware corporation (hereinafter referred to as "we", "us", "our", "Company" and the "Registrant") discuss future expectations, contain projections of our plan of operation or financial condition or state other forward-looking information. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. They use of words such as "anticipate," "estimate," "expect," "project," "intend," "plan," "believe," and other words and terms of similar meaning in connection with any discussion of future operating or financial performance. From time to time, we also may provide forward-looking statements in other materials we release to the public.

During the second quarter of 2002, we discontinued our former business operations in connection with our filing for bankruptcy. The Company emerged from bankruptcy in January 2005. The Company's current business objective is to seek a business combination with an operating company. We intend to use the Company's limited personnel and financial resources in connection with such activities. The Company may utilize its capital stock, debt securities or a combination of capital stock and debt securities, in effecting a business combination. It may be expected that entering into a business combination will involve the issuance of restricted shares of capital stock.

The issuance of additional shares of our capital stock:

Ÿ may significantly reduce the equity interest of our current stockholders;
Ÿ will likely cause a change in control if a substantial number of our shares of capital stock are issued, and most likely will also result in the resignation or removal of our present officer and director; and
Ÿ may adversely affect the prevailing market price for our common stock.

Similarly, if we issued debt securities, it could result in:
Ÿ default and foreclosure on our assets if our operating revenues after a business combination were insufficient to pay our debt obligations;
Ÿ acceleration of our obligations to repay the indebtedness even if we have made all principal and interest payments when due if the debt security contained covenants that required the maintenance of certain financial ratios or reserves and any such covenants were breached without a waiver or renegotiations of such covenants;
Ÿ our immediate payment of all principal and accrued interest, if any, if the debt security was payable on demand; and
Ÿ our inability to obtain additional financing, if necessary, if the debt security contained covenants restricting our ability to obtain additional financing while such security was outstanding.

Liquidity and Capital Resources

At present, the Company has no business operations. We are dependent upon interim funding provided by management or affiliated parties to pay professional fees and expenses. Our management and affiliated parties have agreed to provide funding as may be required to pay for accounting fees and other administrative expenses of the Company. If we require additional financing, we cannot predict whether equity or debt financing will become available at terms acceptable to us, if at all. The Company depends upon services provided by management and affiliated consultants to fulfill its filing obligations under the Exchange Act. At present, the Company has limited financial resources to pay for such services and may be required to issue restricted shares in lieu of cash.

At June 30, 2006, we had no assets and had $11,879 in liabilities.

There are no limitations in the Company's certificate of incorporation on the Company's ability to borrow funds or raise funds through the issuance of restricted common stock to effect a business combination. The Company's limited resources and lack of having cash-generating business operations may make it difficult to borrow funds or raise capital. The Company's limitations to borrow funds or raise funds through the issuance of restricted capital stock required to effect or facilitate a business combination may have a material adverse effect on the Company's financial condition and future prospects, including the ability to complete a business combination. To the extent that debt financing ultimately proves to be available, any borrowing will subject us to various risks traditionally associated with indebtedness, including the risks of interest rate fluctuations and insufficiency of cash flow to pay principal and interest, including debt of an acquired business.


ITEM 3. CONTROLS AND PROCEDURES Back to Table of Contents

Evaluation of disclosure controls and procedures. As of June 30, 2006, the Company's chief executive officer/chief financial officer conducted an evaluation regarding the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the  Exchange Act. Based upon the evaluation of these controls and procedures, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

Changes in internal controls. During the quarterly period covered by this report, no changes occurred in our internal control over financial reporting that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS Back to Table of Contents

None.

ITEM 2. CHANGES IN SECURITIES Back to Table of Contents

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES Back to Table of Contents

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Back to Table of Contents

None.

ITEM 5. OTHER INFORMATION Back to Table of Contents

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K Back to Table of Contents

(a) The following documents are filed as exhibits to this report on Form 10-QSB or incorporated by reference herein. Any document incorporated by reference is identified by a parenthetical reference to the SEC filing that included such document.

Exhibit No.

 Description
4.1 Certificate of Designation of Series A Preferred Stock, filed herewith.
31.1 Certification of CEO/CFO pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of CEO/CFO pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(b) Reports on Form 8-K during the quarter covered by this report:

The Registrant filed a Form 8-K on April 17, 2006.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

/s/ Ivo Heiden
Ivo Heiden
   CEO, CFO and Chairman
   Dated: October 24, 2006


Unaudited Interim Financial Statements for the Six and Three-Month Periods Ended June 30, 2006 and 2005

Uromed Corporation
Balance Sheets Back to Table of Contents
 
June 30, 2006 December 31, 2005
(Revised)  
  (Unaudited) (Audited)
 

Assets
Current Assets:
   Cash $ 0 $ 0
    Prepaid expenses 0 0
        Total current assets 0 0
 
   Other assets 0 0
          Total Assets $ 0 $ 0
 

Liabilities and Stockholders' Deficiency
 
Current Liabilities:
   Accounts payable-trade $ 0 $ 0
   Advances from related parties 11,879 7,636
         Total current liabilities 11,879 7,636
 
Stockholders' Deficiency:
   Preferred stock, $0.0001 par value, 10,000,000 authorized;
     Series A preferred stock, 1,000,000 authorized; 900,000 issued and outstanding 90 90
   Common stock, $0.0001 par value; 100,000,000 shares authorized;
     14,754,382 and 7,254,382 issued at June 30, 2006 and December 31, 2005 1,475 725
   Additional paid-in capital 73,435 (815)
   Accumulated deficit (86,879) (7,636)
     Total Stockholders' Deficiency (11,879) (7,636)
       Total Liabilities and Stockholders' Deficiency $ 0 $ 0
 
See notes to unaudited interim financial statements.


Uromed Corporation
Statement of Operations
 

Three Months Ended June 30,

Six Months Ended June 30,

(Unaudited)

(Unaudited)
2006 2005 2006 2005
(Revised)   (Revised)  
Revenue $ 0 $ 0 $ 0 $ 0
 
Costs and Expenses:
   General and administrative 76,494 5,000 79,243 6,243
Total costs and expenses 76,494 5,000 79,243 6,243
 
Loss from continuing operations before income taxes,
   extraordinary gain and discontinued operations (76,494) (5,000) (79,243) (6,243)
Loss from continuing operations before discontinued operations (76,494) (5,000) (79,243) (6,243)
 
Net loss $ (76,494) $ (5,000) $ (79,243) $ (6,243)
 
Basic and diluted per shares amounts:
   Continued operations $ (0.01) $ (0.00) $ (0.01) $ (0.00)
   Discontinued operations $ 0.00 $ 0.00 $ 0.00 $ 0.00
Basic and diluted net loss $ (0.01) $ (0.00) $ (0.01) $ (0.00)
 
Weighted average shares outstanding (basic and diluted) 8,109,714 7,254,382 7,853,255 7,254,382
 
See Notes to unaudited interim financial statements.


Uromed Corporation
Statements of Cash Flows Back to Table of Contents
 
Six-Month Ended Six-Month Ended
June 30, 2006 June 30, 2005
(Revised)
  (Unaudited) (Unaudited)
 
     Cash flows used by operating activities $ (4,243) $ (6,243)
 
Cash flow from investing activities:    
     Cash used in investing activities 0 0
  
Cash flows from financing activities:
   Advances from related parties 4,243 6,243
     Net cash provided by financing activities 4,243 6,243
 
     Change in cash 0 0
Cash - beginning of period 0 0
Cash - end of period $ 0 $ 0
 
See notes to unaudited interim financial statements.
Supplemental information: Shares issued for services in 2006: 7,500,000 valued at $75,000.


UROMED CORPORATION
Notes to the Unaudited Interim Financial Statements
Back to Table of Contents

1. Basis of Presentation

The consolidated financial statements include the accounts of UroMed Corporation. Uromed Corporation, d/b/a ALLIANT Medical Technologies, (the "Company"), was incorporated in Massachusetts in October 1990 and changed its domicile to Delaware in January 2005. Prior to filing for bankruptcy under chapter 7, Uromed marketed a portfolio of products utilized for cancer radiation therapy and prostate cancer surgery.

The Financial Statements presented herein have been prepared by us in accordance with the accounting policies described in our December 31, 2005 Annual Report on Form 10-KSB and should be read in conjunction with the Notes to Consolidated Financial Statements which appear in that report.

The preparation of these financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on going basis, we evaluate our estimates, including those related intangible assets, income taxes, insurance obligations and contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other resources. Actual results may differ from these estimates under different assumptions or conditions.

In the opinion of management, the information furnished in this Form 10-QSB reflects all adjustments necessary for a fair statement of the financial position and results of operations and cash flows as of and for the three-month and six-month periods ended June 30, 2006 and 2005. All such adjustments are of a normal recurring nature. The Consolidated Financial Statements have been prepared in accordance with the instructions to Form 10-QSB and therefore do not include some information and notes necessary to conform with annual reporting requirements.

"Fresh Start" Accounting: On May 15, 2002 all assets were transferred to the chapter 7 trustee in settlement of all outstanding corporate obligations. We adopted "fresh-start" accounting as of May 16, 2002 in accordance with procedures specified by AICPA Statement of Position ("SOP") No. 90-7, "Financial Reporting by Entities in Reorganization under the Bankruptcy Code."

All results for periods subsequent to May 15, 2002 are referred to as those of the "Successor Company".

In accordance with SOP No. 90-7, the reorganized value of the Company was allocated to the Company's assets based on procedures specified by SFAS No. 141, "Business Combinations". Each liability existing at the plan sale date, other than deferred taxes, was stated at the present value of the amounts to be paid at appropriate market rates. It was determined that the Company's reorganization value computed immediately before May 15, 2002 was $0. We adopted "fresh-start" accounting because holders of existing voting shares immediately before filing and confirmation of the sale received less than 50% of the voting shares of the emerging entity and its reorganization value is less than its post-petition liabilities and allowed claims.

The accounts of the former subsidiaries were not included in the bankruptcy sale and have not been carried forward.

2. Bankruptcy Proceedings

On May 15, 2002, the Registrant filed a voluntary Chapter 7 petition under the U.S. Bankruptcy Code in the U.S. Bankruptcy Court District of Massachusetts (case no. 02-13545). On January 19, 2005, the Bankruptcy Court approved an Order confirming the sale of debtor's interest in personal property to Park Avenue Group Inc. The material terms of the transaction confirmed by Bankruptcy Court authorized Park Avenue Group to appoint new members to the Registrant's board of directors and authorized an amendment of the Company’s Article of Incorporation with respect to the capital stock of the Company. On May 20, 2005, pursuant the Bankruptcy Court Order dated January 19, 2005, the board of directors approved and authorized such amendment of the Company’s Article of Incorporation and:

  • increased the number of authorized shares to 100,000,000 shares;
  • changed the par value of our common and preferred stock to $0.0001;
  • designated 1,000,000 series A preferred stock and issue 900,000 of such shares;

Resultant Change in Control: In connection with the Order confirming the sale of debtor's interest in certain intangible personal property to Park Avenue Group Inc. approved by the U.S. Bankruptcy Court District of Massachusetts on January 19, 2005, the Court authorized a change in control pursuant to which Ivo Heiden and Michael Manion became our new directors on January 20, 2005 and the new board of directors appointed Ivo Heiden as chief executive officer and Michael F. Manion as chief financial officer on January 20, 2005. The Court order further provided that the sale was free and clear of liens, claims and interests of others and that the sale was free and clear of any and all other real or personal property interests, including any interests in Uromed's subsidiaries. The Bankruptcy Court Order further provided that the existing officers and directors were deemed removed from office and also authorized the appointment of new members to the board of directors.

On May 20, 2005 the board of directors approved and authorized an amendment of our Articles of Incorporation to establish a Series A Preferred Stock, par value $0.0001 ("Series A Preferred Stock"). The holders of the Series A Preferred Stock shall be entitled to 10 (ten) votes on all matters submitted to a vote of our common stockholders. On May 20, 2005, the board of directors authorized the issuance of 900,000 shares of Series A Preferred Stock, which resulted in a change in control.

3. Earnings/Loss Per Share

Basic earnings per share is computed by dividing income available to common shareholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) for the period. Diluted earnings per share assume that any dilutive convertible securities outstanding were converted, with related preferred stock dividend requirements and outstanding common shares adjusted accordingly. It also assumes that outstanding common shares were increased by shares issuable upon exercise of those stock options for which market price exceeds the exercise price, less shares which could have been purchased by us with the related proceeds. In periods of losses, diluted loss per share is computed on the same basis as basic loss per share as the inclusion of any other potential shares outstanding would be anti-dilutive.

4. New Accounting Standards

On January 1, 2006, we adopted the provisions of Statement of Financial Accounting Standards ("SFAS") 123R, "Share-Based Payment" ("SFAS 123(R)"), which requires that companies measure and recognize compensation expense at an amount equal to the fair value of share-based payments granted under compensation arrangements. Prior to January 1, 2006, we accounted for our stock-based compensation plans under the recognition and measurement principles of Accounting Principles Board ("APB") Opinion 25, "Accounting for Stock Issued to Employees," and related interpretations, and would typically recognize no compensation expense for stock option grants if options granted had an exercise price equal to the market value of the underlying common stock on the date of grant.

We adopted SFAS 123(R) using the "modified prospective" method, which results in no restatement of prior period amounts. Under this method, the provisions of SFAS 123(R) apply to all awards granted or modified after the date of adoption. In addition, compensation expense must be recognized for any unvested stock option awards outstanding as of the date of adoption on a straight-line basis over the remaining vesting period. We calculate the fair value of options using a Black-Scholes option pricing model. We do not currently have any outstanding options subject to future vesting therefore no charge is required for the six months ended June 30, 2006. SFAS 123(R) also requires the benefits of tax deductions in excess of recognized compensation expense to be reported in the Statement of Cash Flows as a financing cash inflow rather than an operating cash inflow. In addition, SFAS 123(R) required a modification to the Company’s calculation of the dilutive effect of stock option awards on earnings per share. For companies that adopt SFAS 123(R) using the "modified prospective" method, disclosure of pro forma information for periods prior to adoption must continue to be made.

In September 2004, the EITF reached a consensus regarding Issue No. 04-1, "Accounting for Preexisting Relationships Between the Parties to a Business Combination" ("EITF 04-1"). EITF 04-1 requires an acquirer in a business combination to evaluate any preexisting relationship with the acquiree to determine if the business combination in effect contains a settlement of the preexisting relationship. A business combination between parties with a preexisting relationship should be viewed as a multiple element transaction. EITF 04-1 is effective for business combinations after October 13, 2004, but requires goodwill resulting from prior business combinations involving parties with a preexisting relationship to be tested for impairment by applying the guidance in the consensus. We will apply EITF 04-1 to acquisitions subsequent to the effective date and in our future goodwill impairment testing.

In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary Assets—an amendment of APB Opinion No. 29," which is effective for us starting July 1, 2005. In the past, we were frequently required to measure the value of assets exchanged in non-monetary transactions by using the net book value of the asset relinquished. Under SFAS No. 153, we will measure assets exchanged at fair value, as long as the transaction has commercial substance and the fair value of the assets exchanged is determinable within reasonable limits. A non-monetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. The adoption of SFAS No. 153 is not anticipated to have a material effect on our consolidated financial position, results of operations or cash flows.

In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error Corrections," which replaces APB Opinion No. 20 "Accounting Changes," and FASB Statement No. 3 "Reporting Accounting Changes in Interim Financial Statements," and changes the requirements for the accounting for and reporting of a change in accounting principle. This Statement requires retrospective application to prior periods’ financial statements of changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. This Statement shall be effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. Early adoption is permitted for accounting changes and corrections of errors made in fiscal years beginning after the date this Statement is issued. We do not believe that adoption of SFAS 154 will have a material impact on our financial statements.

5. Recent Issuance of Unregistered Securities

On June 23, 2006 2.5 million shares were issued each to Ivo Heiden, Richard Rubin and Michael F. Manion valued, in the aggregate, at $75,000 for services rendered on behalf of the company.

6. Rescission of Conversion of Preferred Shares into Common Stock

On September 27, 2006, the board of directors and the principal shareholders mutually agreed to rescind the April 17, 2006 conversion of 900,000 shares of Series A Preferred Stock into 9,000,000 shares of common stock. As a result of this rescission, the 9,000,000 shares of common stock were canceled and the 900,000 Series A Preferred Stock were reissued.

The resulting impact of this change is detailed as follows:

Three Months Ended June 30, 2006

  

Six Months Ended June 30, 2006

As reported

Adjustments

Revised

As reported

Adjustments

Revised
Statement of Operations:
Weighted average shares

15,469,604

(7,359,890)

8,109,714

11,543,613

(3,690,358)

7,853,255

Basic net loss per share

Nil

Nil

Nil

Nil

Nil

Nil
Balance Sheet:
Preferred stock

$0

$90

$90

Common stock

2,375

(900)

1,475

Additional paid-in capital

72,625

810

73,435

Accumulated deficit

(86,879)

0

(86,879)
Total Shareholder Deficiency

(11,879)

(90)

(11,969)