Full Press Release Details
DEVELOPMENT STAGE COMPANY)
| PAGE | 1 | REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
| PAGE | 2 | BALANCE SHEET AS OF DECEMBER 31, 2007 |
| PAGE | 3 | STATEMENT OF OPERATIONS FOR THE PERIOD JANUARY 5, 2007 (INCEPTION) TO DECEMBER 31, 2007. |
| PAGE | 4 | STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT FOR THE PERIOD FROM JANUARY 5, 2007 (INCEPTION) TO DECEMBER 31, 2007 |
| PAGE | 5 | STATEMENT OF CASH FLOWS FOR THE PERIOD JANUARY 5, 2007 (INCEPTION) TO DECEMBER 31, 2007. |
| PAGES | 6 - 14 | NOTES TO FINANCIAL STATEMENTS |
REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors of:
audited the accompanying balance sheet of BioXcell, Inc. (A Development Stage
Company) as of December 31, 2007, and the related statements of operations,
changes in stockholders' equity and cash flows for the period January 5, 2007
(Inception) to December 31, 2007. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
opinion, the financial statements referred to above present fairly in all
material respects, the financial position of BioXcell, Inc. (A Development Stage
Company) as of December 31, 2007 and the results of its operations and its cash
flows for the period January 5, 2007 (Inception) to December 31, 2007 in
conformity with accounting principles generally accepted in the United States of
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 2 to the financial
statements, the Company is in the development stage with no operations and has a
net loss of $214,089, stockholders' deficiency of $100,926, and cash used in
operations of $116,041 for the period from January 5, 2007 (inception) to
December 31, 2007. This raises substantial doubt about its ability to continue
as a going concern. These factors raise substantial doubt about the Company's
ability to continue as a going concern. Management's plans concerning these
matters are also described in Note 2. The financial statements do not include
any adjustments that might result from the outcome of this
6, 2008, except for Note 8, to which the date is December 3,
1501 Corporate Drive, Suite 150 Boynton Beach, FL 33426
Telephone: (561) 752-1721 Fax: (561) 734-8562www.cpawebb.com
Development Stage Company)
the period from January 5, 2007 (inception) to December 31,
| Assets | ||||
| Current Assets: | ||||
| Prepaid expenses | $ | 3,349 | ||
| Total current assets | 3,349 | |||
| Other Assets: | ||||
| Prepaid financing costs, net | 9,153 | |||
| Capitalized patents, net | 43,270 | |||
| Total other assets | 52,423 | |||
| Total assets | $ | 55,772 | ||
| Liabilities and stockholders' deficit | ||||
| Current Liabilities: | ||||
| Accounts payable | $ | 10,351 | ||
| Accrued expenses | 3,581 | |||
| Demand note payable | 49,221 | |||
| Total current liabilities | 63,153 | |||
| Long Term Liabilities: | ||||
| Loan payable- related party | 93,545 | |||
| Total long term liabilities | 93,545 | |||
| Total liabilities | 156,698 | |||
| Commitments and contingencies | - | |||
| Stockholders' Deficit: | ||||
| Common Stock, $.001 par value; 275,000 shares authorized; 70,000 issued and outstanding | 70 | |||
| Additional paid-in capital | 113,093 | |||
| Accumulated deficit during the development stage | (214,089 | ) | ||
| Total stockholders' deficit | (100,926 | ) | ||
| Total liabilities and stockholders' deficit | $ | 55,772 |
accompanying notes are an integral part of these financial
Development Stage Company)
the period from January 5, 2007 (inception) to December 31,
| Operating Expenses: | ||||
| Research and development | $ | 33,350 | ||
| Selling, general and administrative | 177,170 | |||
| Total Operating Expenses | 210,520 | |||
| Loss from operations | (210,520 | ) | ||
| Other Expenses: | ||||
| Interest expense | 3,569 | |||
| Total other expenses | 3,569 | |||
| Loss before income taxes | (214,089 | ) | ||
| Provisions for income taxes | - | |||
| Net Loss | $ | (214,089 | ) | |
| Basic and diluted net loss per weighted average shares of common stock | $ | (3.10 | ) | |
| Weighted average number of shares of common stock | 69,041 |
accompanying notes are an integral part of these financial
Development Stage Company)
of Changes in Stockholder's Deficit
the period January 5, 2007 (inception) through December 31,
| Common Stock | Accumulated | |||||||||||||||||||
| Shares | Par | APIC | Deficit during the Development Stage | Total | ||||||||||||||||
| Balance, January 1, 2007 | - | $ | - | $ | - | $ | - | $ | - | |||||||||||
| Stock issuance to founder | 70,000 | 70 | 19,930 | - | 20,000 | |||||||||||||||
| In Kind Contribution of Services | - | - | 90,865 | - | 90,865 | |||||||||||||||
| In Kind Contribution of Interest | - | 2,298 | - | 2,298 | ||||||||||||||||
| Net Loss For the period January 5, 2007 (inception) through December 31, 2007 | - | - | - | (214,089 | ) | (214,089 | ) | |||||||||||||
| Balance, December 31, 2007 | 70,000 | $ | 70 | $ | 113,093 | $ | (214,089 | ) | $ | (100,926 | ) |
accompanying notes are an integral part of these financial
Development Stage Company)
the period from January 5, 2007 (inception) to December 31,
| Net Loss | $ | (214,089 | ) | |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||
| In kind contribution to employees | 90,865 | |||
| In kind interest on loan payable- related party | 2,298 | |||
| Amortization expense | 6,152 | |||
| Changes in operating assets and liabilities: | ||||
| Prepaid expenses and other assets | (15,199 | ) | ||
| Accounts payable | 10,351 | |||
| Other accrued expenses | 3,581 | |||
| Net cash used in operating activities | (116,041 | ) | ||
| Cash flows from investing activities: | ||||
| Purchase of intangible assets | (46,725 | ) | ||
| Net cash used in investing activities | (46,725 | ) | ||
| Cash flows from financing activities: | ||||
| Proceeds from demand note payable | 49,221 | |||
| Proceeds from loan payable- related party | 93,545 | |||
| Proceeds from the issuance of common stock | 20,000 | |||
| Net cash provided from financing activities | 162,766 | |||
| Net increase in cash and cash equivalents | $ | - | ||
| Cash and cash equivalents at beginning of period | $ | - | ||
| Cash and cash equivalents at end of period | $ | - | ||
| Supplemental disclosure of non-cash financing activity: | ||||
| Cash paid for interest | $ | 1,243 | ||
| Cash paid for taxes | $ | - |
accompanying notes are an integral part of these financial
DEVELOPMENT STAGE COMPANY)
TO FINANCIAL STATEMENTS
Inc., a development stage company (the "Company") was incorporated under the
laws of the Commonwealth of Massachusetts on January 5, 2007. The
Company intends to commercialize its proven and patented technology that will
revolutionize the treatment of infertility. The Company's device, the
INVOcell, and the INVO procedure are designed to be simple for the patient and
the clinician, less expensive and simpler to perform than conventional in vitro
fertilization ("IVF"). The simplicity of INVO means that it can be
performed in a doctor's office and therefore it will be available in many more
locations than conventional IVF. INVO also allows conception and
embryo development to take place inside the woman's body; an attractive feature
Company's activities during the development stage include developing the
business plan, seeking regulatory clearance in the European Union and the United
States and raising capital.
preparing financial statements in conformity with generally accepted accounting
principles, management is required to make estimates and assumptions that affect
the reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the financial statements and revenues and
expenses during the reported period. Actual results could differ from
Company considers all highly liquid temporary cash investments with an original
maturity of three months or less to be cash equivalents. As of
December 31, 2007, the Company had $0 cash equivalents.
(D) Identifiable Intangible
assets are stated at cost net of accumulated amortization and
DEVELOPMENT STAGE COMPANY)
TO FINANCIAL STATEMENTS
the period January 5, 2007 (inception) to December 31, 2007, the Company
purchased $46,725 of patents that establish and protect its proprietary
technology and product in several countries. The Company intends to
amortize these costs over the useful life of the patents.
| TOTAL PATENTS | $ | 46,725 | ||
| ACCUMULATED AMORTIZATION | $ | (3,455 | ) | |
| PATENT COSTS, NET | $ | 43,270 |
diluted net loss per common share is computed based upon the weighted average
common shares outstanding as defined by Financial Accounting Standards No. 128,
"Earnings Per Share." As of December 31, 2007, there were no common
share equivalents outstanding.
Company accounts for income taxes under the Statement of Financial Accounting
Standards No. 109, "Accounting
for Income Taxes" ("SFAS 109"). Under SFAS 109, deferred tax
assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. Under