PART
I-FINANCIAL
INFORMATION
|
|||
ITEM
1.
|
FINANCIAL
STATEMENTS
|
||
Condensed
Consolidated Balance Sheets as of August 31, 2007 (Unaudited) and
November
30, 2006
|
1
|
||
Condensed
Consolidated Statements of Operations for the Three and Nine Months
Ended
August 31, 2007 and 2006 (Unaudited)
|
2
|
||
Condensed
Consolidated Statements of Cash Flows for the Nine Months Ended August
31,
2007 and 2006 (Unaudited)
|
3
|
||
Condensed
Consolidated Statement of Stockholders’ Deficiency for the Nine Months
Ended August 31, 2007 (Unaudited)
|
4
|
||
Notes
to Condensed Consolidated Financial Statements as of August 31, 2007
(Unaudited)
|
5
|
||
ITEM
2.
|
Management’s
Discussion and Analysis or Plan of Operation
|
9
|
|
ITEM
3.
|
Controls
and Procedures
|
19
|
|
PART
II-OTHER
INFORMATION
|
ITEM
1.
|
Legal
Proceedings
|
20
|
|
ITEM
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
20
|
|
ITEM
3.
|
Defaults
Upon Senior Securities
|
20
|
|
ITEM
4.
|
Submission
of Matters to a Vote of Security Holders
|
20
|
|
ITEM
5.
|
Other
Information
|
20
|
|
ITEM
6.
|
Exhibits
|
20
|
August
31,
2007
|
November
30,
2006
|
||||||
(Unaudited)
|
(Note
1)
|
||||||
ASSETS
|
|||||||
Current
assets:
|
|||||||
Cash
|
$
|
2,596
|
$
|
4,649
|
|||
Accounts
receivable
|
4,813
|
5,416
|
|||||
Inventory
|
53,899
|
73,890
|
|||||
Prepaid
expenses and other current assets
|
—
|
442
|
|||||
Total
current assets
|
61,308
|
84,397
|
|||||
Property
and equipment, net of accumulated depreciation of
$20,469; $19,015-2006
|
4,716
|
6,170
|
|||||
Other
assets, net of accumulated amortization of
$9,051; $7,269-2006
|
29,666
|
27,728
|
|||||
TOTAL
ASSETS
|
$
|
95,690
|
$
|
118,295
|
|||
LIABILITIES
AND STOCKHOLDERS’ DEFICIENCY
|
|||||||
Current
liabilities:
|
|||||||
Accounts
payable and accrued expenses
|
$
|
524,558
|
$
|
346,008
|
|||
Credit
cards payable
|
129,412
|
134,126
|
|||||
Lines
of credit payable
|
166,903
|
172,913
|
|||||
Due
to others
|
34,354
|
21,513
|
|||||
Due
to stockholders
|
213,466
|
166,682
|
|||||
Total
current liabilities
|
1,068,693
|
841,242
|
|||||
Stockholders’
deficiency:
|
|||||||
Common
stock, $0.001 par value; 500,000,000 shares authorized,
114,067,080 shares
issued
and outstanding (108,567,080
- November 30, 2006)
|
25,500
|
20,000
|
|||||
Common
stock subscribed; no shares issued and outstanding
|
188,500
|
188,500
|
|||||
Additional
paid-in capital
|
449,500
|
180,000
|
|||||
Deferred
consulting fees
|
(125,000
|
)
|
—
|
||||
Accumulated
deficit
|
(1,511,503
|
)
|
(1,111,447
|
)
|
|||
Total
stockholders’ deficiency
|
(973,003
|
)
|
(722,947
|
)
|
|||
TOTAL
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
|
$
|
95,690
|
$
|
118,295
|
|
For
The Three Months Ended August 31,
|
For
The Nine Months Ended August 31,
|
|||||||||||
|
2007
|
2006
|
2007
|
2006
|
|||||||||
|
|||||||||||||
NET
SALES
|
$
|
158,363
|
$
|
181,711
|
$
|
571,041
|
$
|
568,695
|
|||||
COST
OF SALES
|
90,660
|
73,853
|
233,150
|
259,388
|
|||||||||
GROSS
PROFIT
|
67,703
|
107,858
|
337,891
|
309,307
|
|||||||||
|
|||||||||||||
OPERATING
EXPENSES
|
|||||||||||||
Marketing
and selling
|
63,287
|
53,537
|
212,000
|
151,864
|
|||||||||
General
and administrative
|
154,887
|
96,233
|
491,128
|
316,837
|
|||||||||
TOTAL
OPERATING EXPENSES
|
218,174
|
149,770
|
703,128
|
468,701
|
|||||||||
|
|||||||||||||
LOSS
FROM OPERATIONS
|
(150,471
|
)
|
(41,912
|
)
|
(365,237
|
)
|
(159,394
|
)
|
|||||
|
|||||||||||||
Interest
expense
|
(11,753
|
)
|
(11,132
|
)
|
(33,259
|
)
|
(33,081
|
)
|
|||||
LOSS
BEFORE PROVISION FOR INCOME
TAXES
|
(162,224
|
)
|
(53,044
|
)
|
(398,496
|
)
|
(192,475
|
)
|
|||||
Provision
for income taxes
|
780
|
624
|
1,560
|
2,135
|
|||||||||
NET
LOSS
|
$
|
(163,004
|
)
|
$
|
(53,668
|
)
|
$
|
(400,056
|
)
|
$
|
(194,610
|
)
|
|
|
|||||||||||||
Net
loss per share - basic and dilutive
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|||||
Weighted
average number of shares
|
|||||||||||||
outstanding
during the period - basic and dilutive
|
114,067,080
|
108,567,080
|
112,898,582
|
108,567,080
|
Nine
months ended
August
31,
|
|||||||
2007
|
2006
|
||||||
CASH
FLOWS USED IN OPERATING ACTIVITIES:
|
|||||||
Net
loss
|
$
|
(400,056
|
)
|
$
|
(194,610
|
)
|
|
Adjustments
to reconcile net loss to net
cash used in operating activities:
|
|||||||
Depreciation
and amortization
|
3,236
|
3,772
|
|||||
Stock-based
consulting fees
|
150,000
|
—
|
|||||
Changes
in assets (increase) decrease:
|
|||||||
Accounts
receivable
|
603
|
18504
|
|||||
Inventory
|
19,991
|
(1,740
|
)
|
||||
Prepaid
expenses and other current assets
|
442
|
351
|
|||||
Changes
in liabilities increase (decrease):
|
|||||||
Accounts
payable and accrued expenses
|
178,100
|
146,207
|
|||||
Net
cash used in operating activities
|
(47,684
|
)
|
(27,516
|
)
|
|||
CASH
FLOWS USED IN INVESTING ACTIVITIES:
|
|||||||
Purchase
of equipment
|
—
|
(686
|
)
|
||||
Purchase
of other assets
|
(3,270
|
)
|
(6,640
|
)
|
|||
Net
cash used in investing activities
|
(3,270
|
)
|
(7,326
|
)
|
|||
CASH
FLOWS PROVIDED BY FINANCING ACTIVITIES:
|
|||||||
Repayment
of lines of credit, net
|
(6,010
|
)
|
(4,617
|
)
|
|||
Repayment
of long-term debt
|
—
|
(3,418
|
)
|
||||
Increase
in other loans
|
12,841
|
13,000
|
|||||
Increase
(decrease) in credit card payable, net
|
(4,714
|
)
|
9,981
|
||||
Increase
in due to stockholders
|
46,784
|
19,714
|
|||||
Net
cash provided by financing activities
|
48,901
|
34,660
|
|||||
NET
DECREASE IN CASH
|
(2,053
|
)
|
(182
|
)
|
|||
CASH,
BEGINNING OF PERIOD
|
4,649
|
182
|
|||||
CASH,
END OF PERIOD
|
$
|
2,596
|
$
|
—
|
|||
Supplemental
disclosures of cash flow information:
|
|||||||
Cash
paid during the period for:
|
|||||||
Income
taxes
|
$
|
-
|
$
|
1,137
|
|||
Interest
|
32,817
|
33,081
|
Supplemental
disclosure of non cash information:
|
During
the nine months ended August 31, 2007, the Company issued 5,500,000
shares
of common stock
valued at $275,000 for professional services.
|
|
|
Common
Stock
|
|
Common
Stock Subscribed
|
|
Additional
Paid-in
|
|
Deferred
Consulting
|
|
Accumulated
|
|||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Fees
|
Deficit
|
Total
|
||||||||||||||||||
BALANCE,
December 1, 2006
|
108,567,080
|
$
|
20,000
|
—
|
$
|
188,500
|
$
|
180,000
|
$
|
-
|
($1,111,447
|
)
|
($722,947
|
)
|
|||||||||||
Common
stock issued to consultant for services
|
5,500,000
|
5,500
|
—
|
—
|
269,500
|
(275,000
|
)
|
—
|
—
|
||||||||||||||||
Amortization
of deferred consulting fees
|
—
|
—
|
—
|
—
|
—
|
150,000
|
—
|
150,000
|
|||||||||||||||||
Net
loss for the period
|
—
|
—
|
—
|
—
|
—
|
—
|
(400,056
|
)
|
(400,056
|
)
|
|||||||||||||||
BALANCE,
August 31, 2007
|
114,067,080
|
$
|
25,500
|
—
|
$
|
188,500
|
$
|
449,500
|
$
|
(125,000
|
)
|
($1,511,503
|
)
|
($973,003
|
)
|
a. |
Basis
of Accounting
|
b. |
Principles
of consolidation
|
c. |
Estimates
|
d.
|
Income
taxes
|
e.
|
Revenue
|
f.
|
Earnings
(loss) per share
|
g.
|
Allowance
for doubtful accounts
|
h.
|
Recent
accounting pronouncements
|
· |
owning
and/or marketing unique products with established clinical history
in
their country of origin, and
|
·
|
a
proactive approach to meeting the regulatory changes and challenges
of the
new healthcare marketplace.
|
2007
|
2006
|
||||||
Net
sales
|
100.0
|
%
|
100.0
|
%
|
|||
Cost
of sales
|
57.2
|
40.6
|
|||||
Gross
profit
|
42.8
|
59.4
|
|||||
Operating
expenses
|
137.8
|
82.5
|
|||||
Loss
from operations before other expense
|
(95.0
|
)
|
(23.1 | ) | |||
Other
expense
|
(7.4
|
)
|
(6.1
|
)
|
|||
Provision
for income taxes
|
(0.5
|
)
|
(0.3
|
)
|
|||
Net
loss
|
(102.9
|
)%
|
(29.5
|
)%
|
2007
|
2006
|
||||||
Net
sales
|
100.0
|
%
|
100.0
|
%
|
|||
Cost
of sales
|
40.8
|
45.6
|
|||||
Gross
profit
|
59.2
|
54.4
|
|||||
Operating
expenses
|
123.2
|
82.4
|
|||||
Loss
from operations before other expense
|
(64.0
|
)
|
(28.0 | ) | |||
Other
expense
|
(5.8
|
)
|
(5.8
|
)
|
|||
Provision
for income taxes
|
(0.3
|
)
|
(0.4
|
)
|
|||
Net
loss
|
(70.1
|
)%
|
(34.2
|
)%
|
·
acquire
intellectual property rights relating to AcnEase®
and other products;
|
·
conduct
clinical trials and fund marketing and new product
launches;
|
·
establish
U.S. manufacturing capabilities;
and
|
·
fund
general working capital requirements if we continue to experience
deficits.
|
|
·
|
demand
and price for our products;
|
|
·
|
the
timing and recognition of product sales;
|
|
·
|
unexpected
delays in developing and introducing products;
|
|
·
|
unexpected
delays in manufacturing our products;
|
|
·
|
increased
expenses, whether related to marketing, product development or
administration or otherwise;
|
|
·
|
insufficient
demand in the marketplace could cause our distributors to return
product;
|
|
·
|
the
mix of revenues derived from products;
|
|
·
|
the
hiring, retention and utilization of personnel; and
|
|
·
|
general
economic factors.
|
· |
sales
agreements may be difficult to enforce;
|
· | receivables may be difficult to collect through a foreign country’s legal system; |
· | foreign countries may impose additional withholding taxes or otherwise tax foreign income, impose tariffs or adopt other restrictions on foreign trade; |
· | intellectual property rights may be more difficult to enforce in foreign countries; |
· | terrorist activity or the outbreak of a pandemic disease may interrupt distribution channels or adversely impact customers or employees; and |
· | regulations may change relating to dietary supplements that may negatively impact the ability to market products in those geographical regions. |
|
·
|
obtaining
financial and investment information from the investor;
|
|
·
|
obtaining
a written suitability questionnaire and purchase agreement signed
by the
investor; and
|
|
·
|
providing
the investor a written identification of the shares being offered
and the
quantity of the shares.
|
|
·
|
announcements
of research activities and technology innovations or new products
by us or
our competitors;
|
|
·
|
changes
in market valuation of companies in our industry
generally;
|
|
·
|
variations
in operating results;
|
|
·
|
changes
in governmental regulations;
|
|
·
|
results
of research studies of our products or our competitors’
products;
|
|
·
|
regulatory
action or inaction on our products or our competitors’
products;
|
|
·
|
changes
in our financial estimates by securities analysts;
|
|
·
|
general
market conditions for companies in our industry;
|
|
·
|
broad
market fluctuations; and
|
|
·
|
economic
conditions in the United States or abroad.
|
Exhibit
No.
|
Description(1)
|
|
2.1
|
Fourth
Amended Plans of Reorganization for Pacific Magtron International
Corp.
and LiveWarehouse, Inc. (incorporated by reference to Exhibit 2.1
to
Pacific Magtron International Corp.’s Current Report on Form 8-K filed on
August 16, 2006).
|
|
2.2
|
Order
Approving Fourth Amended Plans of Reorganization for Pacific Magtron
International Corp. and LiveWarehouse, Inc. entered August 11,
2006
(incorporated by reference to Exhibit 2.2 to Pacific Magtron International
Corp.’s Current Report on Form 8-K filed on August 16,
2006).
|
|
2.3
|
Agreement
and Plan of Merger, dated as of September 18, 2006, by and among
Pacific
Magtron International Corp., LiveWarehouse, Inc. and Herborium,
Inc.
(incorporated by reference to Exhibit 2.3 to the Company’s Current Report
on Form 8-K filed on September 22, 2006)
|
|
3(i)
|
Second
Amended and Restated Articles of Incorporation of Pacific Magtron
International Corp. (incorporated by reference to Exhibit 3(i)
to the
Company’s Current Report on Form 8-K filed on September 22,
2006)
|
|
3(ii)
|
Amended
and Restated Bylaws of Pacific Magtron International Corp. (incorporated
by reference to Exhibit 3(ii) to the Company’s Current Report on Form 8-K
filed on September 22, 2006)
|
|
31
|
Rule
13a-14(a) Certification of Agnes Olszewski
|
|
32
|
Certification
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
By: /s/ Agnes Olszewski. | |||
Name:
Agnes Olszewski.
Title:
Chief Executive Officer (Principal Executive Officer)
and
Chief
Financial Officer (Principal Accounting Officer)
|
|||
Date: October 22, 2007 |