SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] Quarterly report under Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended June 30,
2003.
[ ] Transition report under Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from
to .
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Commission file number: 000-26927
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NOVAMED, INC.
(Exact name of small business issuer as specified in its charter)
NEVADA 77-0443643
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1403 East 900 South, Salt Lake City, Utah 84105
(Address of principal executive office) (Zip Code)
(801) 582-9609
(Issuer's telephone number)
Check whether the registrant: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 XX No
The number of outstanding shares of the registrant's common stock, $0.001 par
value (the only class of voting stock), as of July 23, 2003 was 1,299,858
TABLE OF CONTENTS
PART I
ITEM 1. FINANCIAL STATEMENTS................................................ 3
Unaudited Balance Sheet as of June 30, 2003................................ 4
Unaudited Statement of Operations for the three and six months ended June 30,
2003 and 2002 and the period since Date of Inception of development stage to
June 30, 2003................................................................ 5
Unaudited Statement of Cash Flows for the six months ended June 30, 2003 and
2002 and the period since Date of Inception of development stage to June 30,
2003......................................................................... 6
Notes to Unaudited Financial Statements...................................... 7
ITEM 2. MANAGEMENT'S PLAN OF OPERATION.......................................8
ITEM 3. CONTROLS AND PROCEDURES............................................. 8
PART II
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.....................................9
SIGNATURES...................................................................10
INDEX TO EXHIBITS............................................................12
2
PART I
ITEM 1. FINANCIAL STATEMENTS
As used herein, the term "Company" refers to NovaMed, Inc., a Nevada
corporation, unless otherwise indicated. In the opinion of management, the
accompanying unaudited financial statements included in this Form 10-QSB reflect
all adjustments (consisting only of normal recurring accruals) necessary for a
fair presentation of the results of operations for the periods presented. The
results of operations for the periods presented are not necessarily indicative
of the results to be expected for the full year.
3
NOVAMED, INC.
(A Development Stage Company)
UNAUDITED BALANCE SHEET
June 30, 2003
ASSETS
Current assets - cash $ 2,798
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Total assets $ 2,798
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LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable $
90,043
Note payable 25,000
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Total current liabilities 115,043
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Commitments
-
Stockholders' deficit:
Common stock, $.001 par value, 50,000,000 shares
authorized, 1,299,858 shares issued and outstanding
1,300
Additional paid-in capital 6,323,887
Accumulated deficit (6,440,940)
Earnings retained during the development stage 3,508
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Total stockholders' deficit (112,245)
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Total liabilities and stockholders' deficit $ 2,798
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The accompanying notes are an integral part of these financial statements
4
NOVAMED, INC.
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(A Development Stage Company)
UNAUDITED STATEMENTS OF OPERATIONS
Three Months Ended Six Months Ended
June 30, June 30, Cumulative
-------------------------- --------------------------
2003 2002 2003 2002 Development Stage
Since January 1,
2002.
------------ ---------- ------------ ------------- ------------------
Revenue $
- - - - -
General and administrative expenses 4,228 14,050 11,540 24,987 50,404
------------ ---------- ------------ ------------- ------------------
Loss from operations (4,228) (14,050) (11,540) (24,987) (50,404)
Other income (expense):
Gain on settlement of debt in exchange
for manufacturing equipment - 47,151 - 47,151 47,151
Other income - - - 6,761 6,761
------------ ---------- ------------ ------------- -------------------
Net income (loss) before income taxes (4,228) 33,101 (11,540) 28,925 3,508
Provision for income taxes - - - - -
------------ ---------- ------------ ------------- ------------------
Net Income (loss) $ (4,228) 33,101 (11,540) 28,925 3,508
============ ========== ============ ============= ==================
Income(loss) per common share - basic and diluted $ - .04 (.01) .03
============ ========== ============ =============
Weighted average common shares -
basic and diluted 1,300,000 870,000 1,300,000 870,000
============ ========== ============ =============
The accompanying notes are an integral part of these financial statements
5
NOVAMED, INC.
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(A Development Stage Company)
UNAUDITED STATEMENTS OF CASH FLOWS
Six Months Ended
June 30, Cumulative
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2003 2002 Amounts
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Cash flows from operating activities:
Net (loss) income $ (11,540) 28,925 3,508
Adjustments to reconcile net (loss) income
to net cash (used in) provided by operating
activities:
Depreciation - 4,481 4,481
Gain on disposal of assets - (47,151) (47,151)
Gain on settlement of accrued interest - (6,761) (6,761)
Stock issued to related party for services - - 36,000
Decrease in receivables - 15,000 15,000
Increase (decrease) in accounts payable 193 6,229 (17,313)
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Net cash (used in) provided by operating
activities (11,347) 723 (12,236)
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Cash flows from investing activities: - - -
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Cash flows from financing activities:
Increase in notes payable 5,000 - 5,000
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Net (decrease) increase in cash (6,347) 723 (7,236)
Cash, beginning of period 9,145 10,034 10,034
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Cash, end of period $ 2,798 10,757 2,798
=========== ============== ===============
The accompanying notes are an integral part of these financial statements
6
NOVAMED, INC.
(A Development Stage Company)
UNAUDITED NOTES TO FINANCIAL STATEMENTS
June 30, 2003
Note 1 - Basis of Presentation
The accompanying unaudited condensed financial statements have been prepared by
management in accordance with the instructions in Form 10-QSB and, therefore, do
not include all information and footnotes required by U.S. generally accepted
accounting principles and should, therefore, be read in conjunction with the
Company's Form 10-KSB for the year ended December 31, 2002, filed with the
Securities and Exchange Commission. These statements do include all normal
recurring adjustments which the Company believes necessary for a fair
presentation of the statements. The interim operations are not necessarily
indicative of the results to be expected for the full year ended December 31,
2003. Cumulative amounts include amounts since inception of development stage on
January 1, 2002
Note 2 - Additional Footnotes Included By Reference
Except as indicated in Notes above, there have been no other material changes in
the information disclosed in the notes to the financial statements included in
the Company's Form 10-KSB for the year ended December 31, 2002, filed with the
Securities and Exchange Commission. Therefore, those footnotes are included
herein by reference.
Note 3 - Going Concern
At June 30, 2003 the Company had a working capital deficit, an accumulated
deficit, and has incurred losses since inception as well as negative cash flows
from operations and the termination of its licensing agreement for its breast
implants. These conditions raise substantial doubt about the ability of the
Company to continue as a going concern. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
The Company's ability to continue as a going concern is subject to obtaining
necessary funding from outside sources. The Company intends to begin seeking a
potential merger partner and cash infusion through a reverse acquisition
transaction. There can be no assurance that the Company will be successful in
these efforts.
7
ITEM 2.
MANAGEMENT'S PLAN OF OPERATION
When used in this discussion, the words "believes", "anticipates", "expects",
and similar expressions are intended to identify forward-looking statements.
Such statements are subject to certain risks and uncertainties, which could
cause actual results to differ materially from those projected. Readers are
cautioned not to place undue reliance on these forward-looking statements, that
speak only as of the date hereof. The Company undertakes no obligation to
republish revised forward-looking statements to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated events.
Readers are also urged to carefully review and consider the various disclosures
made by the Company that attempt to advise interested parties of the factors
which affect the Company's business, in this report, as well as the Company's
periodic reports on Forms 10-KSB, 10-QSB and 8-K filed with the Securities and
Exchange Commission.
Plan of Operation
The Company's plan of operation for the coming year, as discussed above, is to
identify and acquire a favorable business opportunity. The Company does not plan
to limit its options to any particular industry, but will evaluate each
opportunity on its merits. Management believes that the Company has sufficient
resources to meet the anticipated needs of the Company's operations through at
least the calendar year ending December 31, 2003. However, there can be no
assurances to that effect, as the Company has no revenues and the Company's need
for capital may change dramatically if it acquires an interest in a business
opportunity during that period. Further, the Company has no plans to raise
additional capital until a merger or acquisition candidate is identified.
The Company projects that if no acquisition candidate is found for the Company
within the next twelve months that its operating requirements will not exceed
$10,000. Further, the Company's president, Ruairidh Campbell will provide his
expertise in preparing the necessary documentation to keep the Company current
with its reporting requirements with the SEC and those costs will accrue on the
Company's balance sheet.
The Company has not yet entered into any agreement, nor does it have any
commitment or understanding to enter into or become engaged in any transaction,
as of the date of this filing, except that letter of intent, disclosed on June
3, 2003, that anticipates the acquisition of WWA World Wide Auctioneers, Inc.
("Worldwide"), an international heavy equipment auction company based in Dubai.
The Company is in the process of completing a due diligence inquiry and expects
to make a decision as to whether to proceed with the acquisition during the next
quarterly reporting period.
ITEM 3. CONTROLS AND PROCEDURES
The Company's president acts both as the Company's chief executive officer and
chief financial officer ("Certifying Officer") and is responsible for
establishing and maintaining disclosure controls and procedures for the Company.
The Certifying Officer has concluded (based on his evaluation of these controls
and procedures as of a date within 90 days of the filing of this report) that
the design and operation of the Company's disclosure controls and procedures (as
defined in Rule 13a-14(c) under the Securities Exchange Act of 1934) are
effective. No significant changes were made in the Company's internal controls
or in other factors that could significantly affect those controls subsequent to
the date of the evaluation, including any corrective actions with regard to
slight deficiencies and material weaknesses. Due to the Certifying Officer's
dual role as chief executive officer and chief financial officer, the Company
has no segregation of duties related to internal controls.
8
PART II
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits Exhibits required to be attached by Item 601 of Regulation S-B
are listed in the Index to Exhibits on page 12 of this Form 10-QSB, and
are incorporated herein by this reference.
(b) Reports on Form 8-K.No reports on Form 8-K were filed during the period
covered by this report.
9
SIGNATURES
In accordance with the requirements of the Securities Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
hereunto duly authorized, this 23rd day of July, 2003.
NOVAMED, INC.
/s/ Ruairidh Campbell
------------------------------------------------------------------
Ruairidh Campbell
President, Chief Financial Officer, and Director
10
CERTIFICATION PURSUANT TO RULE 13a-14 OF THE SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED, AS ADOPTED PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Ruairidh Campbell, chief executive officer and chief financial officer of
NovaMed, Inc. certify that:
1. I have reviewed this quarterly report on Form 10-QSB of NovaMed, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and have:
a) Designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to me by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) Presented in this quarterly report my conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. I have disclosed, based on my most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors (or persons
performing the equivalent functions):
a) All significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. I have indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of my most recent
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: July 23, 2003
/s/ Ruairidh Campbell
Ruairidh Campbell
Chief Executive Officer and Chief Financial Officer
11
INDEX TO EXHIBITS
EXHIBIT PAGE
NO. NO. DESCRIPTION
3(i)(a) * Articles of Incorporation of the Company formally known as Conceptual Technologies,
Inc. a Nevada corporation dated November 26, 1996 (incorporated herein by reference
from Exhibit No. 2(i) to the Company's Form 10SB12G/A as filed with the SEC on
November 29, 1999).
3(i)(b) * Certificate of Amendment of the Articles of Incorporation of
the Company filed on August 29, 1997 effecting a 1-for-14
reverse split and rounding each fractional share to one whole
share (incorporated herein by reference from Exhibit 2(ii) of
the Company's Form 10SB12G/A as filed with the SEC on November
29, 1999).
3(i)(c) * Certificate of Amendment of the Articles of Incorporation of the Company changing the
name from Conceptual Technologies, Inc. to NovaMed, Inc. (incorporated herein by
reference from Exhibit 2(iii) of the Company's Form 10SB12G/A as filed with the
SEC on November 29, 1999).
3(ii) * Bylaws of the Company adopted on November 12, 1996
(incorporated herein by reference from Exhibit 2(iv) of the
Company's Form 10SB12G/A as filed with the SEC on November 29,
1999).
10 * Stock Sale Agreement between the Company and John Olson
dated December 17, 2001 to effect the sale of the Company's
interest in a former subsidiary (incorporated herein by
reference to the Company's Form 8-K filed with the SEC on
March 4, 2002).
99.1 13 Certification Pursuant to 18 U.S.C. Section 1350, Section 906 of the
Sarbanes-Oxley Act of 2002.
* Incorporated by reference from previous filings of the Company.
12
EXHIBIT 99.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of the Company on Form 10-QSB for the
period ended June 30, 2003 as filed with the Securities and Exchange Commission
on the date hereof, I, Ruairidh Campbell, sole Executive Officer of the Company,
certify, pursuant to 18 U.S.C. section 1350, section 906 of the Sarbanes-Oxley
Act of 2002, that:
(1) This Form 10-QSB complies with the requirements of section 13(a) or 15(d) of
the Securities Exchange Act; and
(2) The financial information contained in this
Form 10-QSB fairly present, in all material respects, the financial condition
and results of operations of the Company.
/s/ Ruairidh Campbell
Ruairidh Campbell
Sole Executive Officer
July 23, 2003
13