U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For Quarter Ended: JUNE 30, 2006
Commission File Number: 0-23100
HEALTHSPORT, INC.
(Exact name of small business issuer as specified in its charter)
IDEA SPORTS ENTERTAINMENT GROUP, INC.
(Former name of small business issuer as specified in its charter)
DELAWARE 22-2649848
(State of Incorporation) (IRS Employer ID No)
3930 GLADE ROAD, STE 108-200, COLLEYVILLE, TEXAS 76034
(Address of principal executive office)
4514 COLE AVE, SUITE 200, DALLAS, TEXAS 75205
(Former address of principal executive office)
(817) 675-4319
(Issuer's telephone number)
Check whether the issuer (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 [X] No [ ].
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X].
The number of shares outstanding of registrant's common stock, par value $.0001
per share, as of June 30, 2006 was 1,157,288.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X].
HEALTHSPORT, INC. AND SUBSIDIARIES
INDEX
Page
----
PART I FINANCIAL INFORMATION (Unaudited)
Item 1. Condensed Consolidated Balance Sheet as of June 30, 2006 3
Condensed Consolidated Statements of Operations for the
three months ended June 30, 2006 and 2005 4
Condensed Consolidated Statements of Operations for the six
months ended June 30, 2006 and 2005 and the period from
inception (September 9, 2004) through June 30, 2006 5
Condensed Consolidated Statements of Cash Flows for the six
months ended June 30, 2006 and 2005, and the period from
inception (September 9, 2004) through June 30, 2006 6
Notes to Condensed Consolidated Financial Statements 7-13
Item 2. Management's Discussion and Analysis or Plan of Operation 14-17
Item 3. Controls and Procedures 18
PART II OTHER INFORMATION 19-21
2
HEALTHSPORT, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED BALANCE SHEET
JUNE 30, 2006
(UNAUDITED)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 421,671
------------
Total current assets 421,671
Goodwill 1,175,000
------------
Total assets $ 1,596,671
============
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Convertible promissory notes $ 4,617,572
Accounts payable and accrued expenses 196,845
Due to related party 291,913
Accrued interest payable 343,013
------------
Total liabilities 5,449,343
------------
Commitments and contingencies
Minority interest 225,000
STOCKHOLDERS' DEFICIT
Preferred stock: $2.75 par value; authorized 2,000,000 shares;
no shares issued and outstanding --
Common stock: $.0001 par value; authorized 500,000,000 shares;
issued 1,157,882 shares and outstanding 1,157,288 shares 116
Additional paid-in capital 18,740,401
Common stock warrants 1,200
Accumulated deficit (22,819,389)
------------
Total stockholders' deficit (4,077,672)
------------
Total liabilities and stockholders' deficit $ 1,596,671
============
See accompanying notes to condensed consolidated financial statements.
3
HEALTHSPORT, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 2006 AND 2005
(UNAUDITED)
2006 2005
----------- -----------
EXPENSES
Administrative expense $ 198,014 $ 158,1254
Equity in joint venture loss -- 50,000
Interest income (1,963) --
Interest expense 196,214 95,399
----------- -----------
NET LOSS $ (392,265) $ (303,524)
=========== ===========
NET LOSS PER SHARE, BASIC AND DILUTED $ (0.34) $ (0.49)
=========== ===========
WEIGHTED AVERAGE SHARES OUTSTANDING,
BASIC AND DILUTED 1,157,288 617,600
=========== ===========
See accompanying notes to condensed consolidated financial statements.
4
HEALTHSPORT, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2006 AND 2005, AND THE PERIOD
FROM INCEPTION (SEPTEMBER 9, 2004) THROUGH JUNE 30, 2006
(UNAUDITED)
FROM INCEPTION
(9/9/2004)
SIX MONTHS ENDED THROUGH
JUNE 30, JUNE 30,
2006 2005 2006
----------- ----------- -----------
CONTINUING OPERATIONS
Administrative expense $ 216,060 $ 310,4720 $ 1,494,282
Asset impairments -- -- 311,002
Abandoned asset 1,491 -- 1,491
Equity in joint venture loss -- 50,000 134,691
Interest income (1,963) -- (1,963)
Interest expense 332,123 192,889 830,289
----------- ----------- -----------
LOSS FROM CONTINUING OPERATIONS (547,711) (553,361) (2,769,792)
----------- ----------- -----------
DISCONTINUED OPERATIONS
Earnings from discontinued operations -- 70,242 --
Income tax benefit -- -- --
----------- ----------- -----------
NET EARNINGS FROM DISCONTINUED OPERATIONS -- 70,242 --
----------- ----------- -----------
NET LOSS $ (547,711) $ (483,119) $(2,769,792)
=========== =========== ===========
NET LOSS PER SHARE, BASIC AND DILUTED, FROM:
CONTINUING OPERATIONS $ (0.60) $ (1.06) $ (4.31)
DISCONTINUED OPERATIONS -- 0.14 --
----------- ----------- -----------
TOTAL $ (0.60) $ (0.92) $ (4.31)
=========== =========== ===========
WEIGHTED AVERAGE SHARES OUTSTANDING,
BASIC AND DILUTED 914,194 522,668 643,143
=========== =========== ===========
See accompanying notes to condensed consolidated financial statements.
5
HEALTHSPORT, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 2006 AND 2005, AND THE PERIOD
FROM INCEPTION (SEPTEMBER 9, 2004) THROUGH JUNE 30, 2006
(UNAUDITED)
FROM INCEPTION
(9/9/2004)
SIX MONTHS ENDED THROUGH
JUNE 30, JUNE 30,
2006 2005 2006
----------- ----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (547,711) $ (483,119) $(2,769,792)
Earnings from discontinued operations -- 70,242 --
----------- ----------- -----------
Loss from continuing operations (547,711) (553,361) (2,769,792)
Adjustment to reconcile net loss to net cash used
in operating activities:
Amortization of beneficial conversion feature 57,355 -- 57,355
Depreciation -- 186 372
Asset impairments -- -- 311,002
Equity in joint venture loss -- 50,000 134,691
Common stock issued for services -- -- 186,182
Abandoned asset 1,491 -- 1,491
Accounts payable 190,618 104,613 148,476
Due from related parties -- 175 370,750
Accrued expenses 269,970 197,130 802,176
----------- ----------- -----------
Net cash used in continuing operations (28,277) (201,257) (757,297)
----------- ----------- -----------
Net cash used in discontinued operations -- (163,002) (163,002)
----------- ----------- -----------
Net cash used in operations (28,277) (364,259) (920,299)
----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of computer equipment -- -- (1,863)
Investment in joint venture -- (115,500) (115,500)
----------- ----------- -----------
Net cash used in investing activities -- (115,500) (117,363)
----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Loan proceeds 448,600 367,692 1,329,381
Loan repayment -- -- (7,500)
Sale of common stock -- 135,000 135,000
Cash received in acquisition of IMGI -- -- 1,200
----------- ----------- -----------
Net cash provided by financing activities 448,600 502,692 1,458,081
----------- ----------- -----------
NET INCREASE IN CASH AND CASH EQUIVALENTS 420,323 22,933 420,419
CASH AND CASH EQUIVALENTS, beginning of period 1,348 2,692 1,252
----------- ----------- -----------
CASH AND CASH EQUIVALENTS, end of period $ 421,671 $ 25,625 $ 421,671
=========== =========== ===========
SUPPLEMENTAL CASH FLOW INFORMATION
Non-cash investing and financing activities:
Issuance of common stock for investment in Health
Strip Solutions, LLC $ 900,000 $ -- $ 900,000
See accompanying notes to condensed consolidated financial statements.
6
HEALTHSPORT, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The following notes to the condensed consolidated financial statements and
management's discussion and analysis or plan of operation contain
"forward-looking" statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. Such forward-looking statements may include projections or
expectations of future financial or economic performance of the Company, and
statements of the Company's plans and objectives for future operations. Words
such as "expects", "anticipates", "approximates", "believes", "estimates",
"hopes", "intends", and "plans", and variations of such words and similar
expressions are intended to identify such forward-looking statements. No
assurance can be given that actual results or events will not differ materially
from those projected, estimated, assumed or anticipated in any such
forward-looking statements. Important factors that could result in such
differences, in addition to other factors noted with such forward-looking
statements, include those discussed in Exhibit 99.1 filed with the Securities
and Exchange Commission as an exhibit to the Company's Annual Report on Form
10-KSB for fiscal year 2002.
NOTE 1--BASIS OF PRESENTATION
-----------------------------
The condensed consolidated financial statements include the accounts of
Healthsport, Inc. ("Healthsport") and its wholly owned subsidiaries, Idea
Management Group, Inc. ("IMGI"), World Championship Poker, Inc. ("Poker"),
Strategic Gaming Consultants, LLC ("Gaming") and Maxx Motorsports, Inc.
("Maxx"), and its wholly owned subsidiary, Team Racing Auto Circuit, LLC
("TRAC") and Health Strip Solutions, LLC ("Health Strip") the 80% subsidiary of
Healthsport (collectively, the "Company"). All significant intercompany balances
and transactions have been eliminated in consolidation. Developing the Company's
film strip product containing electrolytes represents the primary continuing
operations of the Company and the current development stage operations.
On April 24, 2006, the Company filed a Definitive Information Statement pursuant
to Section 14C which provided that effective May 15, 2006; 1) the name of the
Company would be changed to Healthsport, Inc.; 2) the Company's issued and
outstanding shares would be reverse-split one share for each 200 shares; and 3)
the Company's Certificate of Incorporation would be restated to reflect these
amendments. These amendments were approved by the Company's Board of Directors
and in writing by 52.33% of the Company's shareholders on March 31, 2006.
Accordingly, the Company has made the change in outstanding shares and all
references to shares retroactive for all periods presented in the financial
statements.
7
On March 29, 2006, the Company entered into a Unit Purchase Agreement with the
majority of the unit holders of Health Strip, a Nevada limited liability
company, to acquire 80% of Health Strip in exchange for 500,000 shares of the
Company's $.0001 par value common stock. The seller has the right to rescind
this transaction by May 31, 2006, if the Company is unable to cause a minimum of
$4,000,000 of its outstanding liabilities to convert into the Company's common
stock by May 15, 2006, which was extended until August 31, 2006. Health Strip
holds certain proprietary technology for the formulation of a thin film
electrolyte strip which is the subject of a provisional patent filed in the U.S.
Patent and Trademark office on June 14, 2006. In addition, Health Strip has
tentatively agreed with InnoZen to manufacture and distribute the electrolyte
strips through its California based manufacturing facility. Through the use of
InnoZen's patented manufacturing process the electrolyte strips should be
available to the public by September 1, 2006.
On September 9, 2004, Healthsport acquired IMGI and subsequently acquired
Gaming, both of which are non-operating development stage enterprises within the
meaning of Statement of Financial Accounting Standards No. 7, ("SFAS No. 7")
"Accounting and Reporting by Development Stage Enterprises." The Company follows
the AICPA SOP 98-5, "Reporting on the Costs of Start-Up Activities" in
accounting for its start-up activities. Accordingly, the costs associated with
the new development stage activities have a new inception date of September 9,
2004, and all prior development stage costs associated with the discontinued
automotive racing league have been transferred to accumulated deficit.
The condensed consolidated financial statements included in this report have
been prepared by the Company pursuant to the rules and regulations of the
Securities and Exchange Commission for interim reporting and include all
adjustments (consisting only of normal recurring adjustments) that are, in the
opinion of management, necessary for a fair presentation. These condensed
consolidated financial statements have not been audited.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States have been condensed or omitted pursuant to such rules and
regulations for interim reporting. The Company believes that the disclosures
contained herein are adequate to make the information presented not misleading.
However, these condensed consolidated financial statements should be read in
conjunction with the consolidated financial statements and notes thereto
included in the Company's Annual Report for the year ended December 31, 2005,
which is included in the Company's Form 10-KSB for the year ended December 31,
2005. The financial data for the interim periods presented may not necessarily
reflect the results to be anticipated for the complete year.
Certain reclassifications of the amounts presented for the comparative period
have been made to conform to the current presentation.
8
NOTE 2--GOING CONCERN
---------------------
The Company has not established any sources of revenue to fund the development
of business, projected operating expenses and commitments for the next twelve
months. Since August 26, 2003, when the Company discontinued its plans to begin
a racing league, the Company attempted to locate and negotiate with a business
entity for the merger of that target business into the Company. As discussed
below, the Company has acquired new development stage businesses commencing on
September 9, 2004. Since September 9, 2004, the Company incurred losses in the
amount of $2,222,081 through December 31, 2005 and $547,711 during the six
months ended June 30, 2006. A group of the note holders have agreed to advance
funds to allow the Company to develop its health strip product which management
believes will be a business capable of generating revenues sufficient to fund
projected operating expenses and commitments. However, there can be no assurance
that the group of note holders will be able to continue to provide sufficient
funding to develop the Company's current business plan.
In addition, current liabilities of the Company exceed its current assets by
approximately $5,028,000, and substantially all of its convertible promissory
notes payable obligations are now due. Pursuant to the acquisition of Health
Strip, the Company is required to convert at least $4,000,000 of its outstanding
liabilities into its common stock by May 15, 2006, which was extended until
August 31, 2006. It is the Company's intention to convert substantially all of
its outstanding liabilities into common stock upon completion of a formal
manufacturing agreement with InnoZen. However, there can be no assurance that
this will be accomplished by that date.
These conditions raise substantial doubt about the Company's ability to continue
as a going concern. The condensed consolidated financial statements do not
include any adjustments that may result from the outcome of these uncertainties.
NOTE 3--ACQUISITIONS
--------------------
ELECTROLYTE STRIP
-----------------
On April 19, 2005, the Company entered into a joint development agreement with
InnoZen to jointly develop a film strip product containing electrolytes to
replenish the body while under physical stress (the "electrolyte strip").
InnoZen had experience in the formulation, development, manufacturing and sale
of edible thin strips containing drug active ingredients. The Company has the
ability to assist in obtaining endorsements for the electrolyte strips by
well-known athletes and coaches. The Company contributed $115,500 in cash and
1,250 shares of its common stock, valued at $19,191 using the Black-Scholes
valuation model, for its 50% interest in the joint venture. The Company would be
required to issue an additional 1,250 shares of its common stock upon completion
of the development of a saleable product.
As of September 30, 2005, the joint venture had completed a product formulation
of an acceptable thin film prototype containing electrolytes and had completed
laboratory stability testing for the oral dosage product. The joint venture
9
produced initial electrolyte strips capable of holding a deliverable load of
electrolytes equal to approximately one fluid ounce of most recognized sports
drinks. The electrolyte strips were produced for flavor testing with initial
flavors to be lemon-lime, orange and sour orange. InnoZen had been unable to
complete a saleable product and all joint venture funds were expended by
December 31, 2005.
On March 29, 2006, the Company entered into a Unit Purchase Agreement with the
majority of the unit holders of Health Strip, a Nevada limited liability
company, to acquire 80% of Health Strip in exchange for 500,000 shares of the
Company's $.0001 par value common stock. The seller has the right to rescind
this transaction by May 31, 2006, if the Company is unable to cause a minimum of
$4,000,000 of its outstanding liabilities to convert into the Company's common
stock by May 15, 2006, which was extended until August 31, 2006. Health Strip
holds certain proprietary technology for the formulation of a thin film
electrolyte strip which is the subject of a provisional patent filed in the U.S.
Patent and Trademark office on June 14, 2006. In addition, Health Strip has
tentatively agreed with InnoZen to manufacture and distribute the electrolyte
strips through its California based manufacturing facility. Through the use of
InnoZen's patented manufacturing process the electrolyte strips should be
available to the public by September 1, 2006.
Health Strip did not have any tangible assets or liabilities, nor did it have
any specific intangible assets to which a portion of the cost could be
allocated. Accordingly, Health Strip recorded goodwill in the amount of
$1,125,000 ($900,000 or 80% of which is equal to the value of the Company's
stock issued on the date of the transaction). The Company's stock closed at
$1.80 per post-split share on the date of the acquisition.
POKER
-----
On June 28, 2005, the Company issued 19,250 shares of its common stock, which
were valued at $295,544 using the Black-Scholes valuation model, to acquire
Poker, whose principal asset is the rights to a proprietary fantasy football
format, with the working title, Vegas Roll'em(TM) Fantasy Football ("Vegas
Roll'em"). The Company recorded the investment of $295,544 as goodwill on the
books of Poker.
In January 2005, the Rules of Competition for Vegas Roll'em received a copyright
from the United States Copyright Office. This format allows live filming of the
high stakes action as it unfolds. Each player will have a roll of the dice to
determine which of his players will make up his team. According to the Fantasy
Sports Trade Association, fantasy football was played by nearly fifteen million
participants last year. This internet-based phenomenon has created a four
billion dollar industry.
The Company began its initial sales and commenced operations during the quarter
ended September 30, 2005. However, due to delays encountered in developing a
functional website which delayed the date for commencing sales, the Company
determined it would not have sufficient participants to have a viable program
during the 2005 season. Accordingly, the Company returned all fees collected and
cancelled the program. While the Company may still pursue the project for the
2006 season, its principal focus is on the agreement with Health Strip.
Accordingly, at December 31, 2005, the Company elected to impair its investment
in the goodwill associated with Poker to the $50,000 amount it had determined to
be the fair value of the investment.
10
TELEVISION PROGRAMS
-------------------
On October 15, 2004, the Company acquired two television programs entitled
"America's Top Drivers" and "Women's Racing League" in exchange for warrants to
acquire 8,750 shares of the Company's common stock at an exercise price of
$20.00 per share. The transaction was valued at $65,458 using the Black-Scholes
option pricing model. As of December 31, 2005, the Company was unable to locate
a venue to produce the shows. Accordingly, the Company fully impaired its
investment of $65,458 at December 31, 2005.
On September 28, 2005, the Company completed the modification of its television
program purchase agreement in order to recognize the compensation element of the
agreement. The warrants to acquire 8,750 shares of the Company's common stock at
$20.00 per share were cancelled and the Company issued 18,000 shares of its
common stock to the seller of the programs. The 18,000 shares of common stock
were valued at $251,640, utilizing the Black-Scholes valuation model. The
$251,640 was reduced by the original calculated value of the warrants, which
were cancelled, of $65,458 and a net consulting fee expense of $186,182 was
recorded.
GAMING
------
On October 27, 2004, the Company acquired all of the issued and outstanding
memberships of Gaming, a Nevada limited liability company, in exchange for
warrants to acquire 3,750 shares of the Company's common stock at an exercise
price of $20.00 per share. In addition, in the event Gaming generates $2,000,000
in gross revenue within 36 months of closing, the sellers of Gaming would
receive additional warrants to acquire 3,750 shares of the Company's common
stock at an exercise price of $20.00. Gaming had no prior operations and has no
assets. Accordingly, the transaction was recorded with no value. Gaming is not
currently active and has not had any activity since its inception.
NOTE 4--DISCONTINUED OPERATIONS
-------------------------------
The Company, which has been in the development stage since its inception, May
15, 2001, did not establish sources of revenue sufficient to fund the
development of business and pay operating expenses, resulting in a net loss of
$15,054,021 from inception through December 31, 2003. Accordingly, on August 26,
2003, the Board of Directors of the Company unanimously approved a plan to
immediately discontinue its racing operation.
In March 2005, the Company and all other parties to the litigation agreed to
dismiss with prejudice all claims and counterclaims. As a result, the Company
was relieved of previously recorded liabilities in the amount of $281,181. The
Company recorded $210,939 in additional legal fees, which resulted in a net gain
from discontinued operations of $70,242 during the six months ended June 30,
2005.
11
NOTE 5--STOCK OPTION PLANS
--------------------------
In December 2004, the FASB issued SFAS 123 (revised 2004), "Share-Based Payment"
(SFAS 123(R)). Among other things, SFAS 123(R) requires expensing the fair value
of stock options, previously optional accounting. For transition, upon adoption
on January 1, 2006, SFAS 123(R) would require expensing any unvested options and
will also require the Company to change the classification of certain tax
benefits from option deductions to financing rather than operating cash flows.
No options were granted during the six months ended June 30, 2006 or 2005 and
there are no unvested options outstanding.
Until December 31, 2005, the Company applied the intrinsic value-based method of
accounting prescribed by Accounting Principles Board Opinion No. 25 (APB No.
25), "Accounting for Stock Issued to Employees," and related interpretations, in
accounting for its stock option plan. As such, compensation expense would be
recorded on the date of grant only if the current market price of the underlying
stock exceeded the exercise price.
NOTE 6--CONVERTIBLE PROMISSORY NOTES
------------------------------------
Activity in convertible promissory notes for the six months ended June 30, 2006
is as follows:
Accrued
Principal Interest
Balance, January 1, 2006 $ 4,530,309 $ 68,244
Loan proceeds 448,600 --
Accrued interest -- 274,769
----------- -----------
Balance principal and accrued interest, June 30, 2006 $ 4,978,909 $ 343,013
----------- ===========
Beneficial conversion feature (418,692) --
Amortization of beneficial conversion feature 57,355 --
-----------
Balance of beneficial conversion feature (361,337) --
-----------
Net convertible promissory notes, June 30, 2006 $ 4,617,572 --
===========
At December 31, 2005, note agreements with a principal balance of $4,300,375
were amended and are due June 30, 2006, including interest of 12%, payable
monthly commencing on January 31, 2006. Accrued interest has not been paid. The
remaining balance of notes outstanding at December 31, 2005, in the principal
amount of $229,934, is in default and the default rate of interest is 12% since
the default occurred.
12
During the three months ended June 30, 2006, the Company issued a 12%, one-year
convertible promissory note payable for $500,000 and received advances on this
loan in the amount of $448,600. The note is convertible into common shares at
the rate of $1.00 per share. Management has determined that this note qualifies
as conventional convertible debt pursuant to SFAS No. 133 "Accounting for
Derivative Instruments and Hedging Activities" and EITF 00-19 "Accounting for
Derivative Financial Instruments Indexed to, and Potentially Settled in, a
Company's Own Stock" and accordingly the embedded conversion option is not a
derivative. The Company computed a beneficial conversion value of $418,692 based
on the quoted stock price on the grant date of $1.80 per share. The $418,692 was
recorded as a debt discount and credited to additional paid-in capital. The debt
discount is being amortized to interest expense over the one-year term of the
loan. At June 30, 2006, $57,355 had been amortized to interest expense and
$361,337 remains to be amortized.
NOTE 7--COMMITMENTS AND CONTINGENCIES
-------------------------------------
The Company, which has been in the development stage since its inception, May
15, 2001, did not establish sources of revenue sufficient to fund the
development of business and pay operating expenses, resulting in a net loss of
$15,054,021 from inception through December 31, 2003. As a result of the
continuing losses, on August 26, 2003, the Board of Directors of the Company
unanimously approved a plan to immediately discontinue its racing operation.
This discontinued operation had a loss of $28,960 and $671,289 during the years
ended December 31, 2005 and 2004, respectively. While the Company does not
expect any additional liability, the Company had agreements in place for racing
car design and construction, team sales brokerage and broadcasting which have
not been formally terminated.
NOTE 8--RELATED PARTIES
-----------------------
During 2005, Godley Morris Group, LLC ("GMG"), a company 50% owned and managed
by the Company's former CEO notified the Company they were claiming
reimbursement for $291,913 for expenditures they claimed to have made on behalf
of the Company. The Company recorded this amount in due to related party in
December 2005.
The Company's CEO is currently providing office space for the Company at no
charge.
The Company's CEO was paid a consulting fee of $3,500 during the six months
ended June 30, 2006.
13
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
We have been in the development stage for our planned racing operation since our
inception, May 15, 2001, and did not establish sources of revenue sufficient to
fund the development of business and pay operating expenses, resulting in a net
loss of $15,054,021 from inception through December 31, 2003. On August 26,
2003, our Board of Directors unanimously approved a plan to immediately
discontinue its racing operation. Since August 26, 2003 and until September 9,
2004, we attempted to find a suitable acquisition candidate. On September 9,
2004, with the acquisition of IMGI, we ceased one development stage and
commenced a new development stage operation.
ELECTROLYTE STRIP
-----------------
On April 19, 2005, we entered into a joint development agreement with InnoZen,
Inc. ("InnoZen") to jointly develop a film strip product containing electrolytes
to replenish the body while under physical stress (the "electrolyte strip").
InnoZen had experience in the formulation, development, manufacturing and sale
of edible thin strips containing drug active ingredients. We have the ability to
assist in obtaining endorsements for the electrolyte strips by well-known
athletes and coaches. We contributed $115,500 in cash and 1,250 shares of our
common stock, valued at $19,191 using the Black-Scholes valuation model, for our
50% interest in the joint venture. We would be required to issue an additional
1,250 shares of our common stock upon completion of the development of a
saleable product.
As of September 30, 2005, the joint venture had completed a product formulation
of an acceptable thin film prototype containing electrolytes and had completed
laboratory stability testing for the oral dosage product. The joint venture
produced initial electrolyte strips capable of holding a deliverable load of
electrolytes equal to approximately one fluid ounce of most recognized sports
drinks. The electrolyte strips were produced for flavor testing with initial
flavors to be lemon-lime, orange and sour orange. InnoZen had been unable to
complete a saleable product and all joint venture funds were expended by
December 31, 2005.
On March 29, 2006, the Company entered into a Unit Purchase Agreement with the
majority of the unit holders of Health Strip, a Nevada limited liability
company, to acquire 80% of Health Strip in exchange for 500,000 shares of the
Company's $.0001 par value common stock. The seller has the right to rescind
this transaction by May 31, 2006, if the Company is unable to cause a minimum of
$4,000,000 of its outstanding liabilities to convert into the Company's common
stock by May 15, 2006, which was extended until August 31, 2006. Health Strip
holds certain proprietary technology for the formulation of a thin film
electrolyte strip which is the subject of a provisional patent filed in the U.S.
Patent and Trademark office on June 14, 2006. In addition, Health Strip has
tentatively agreed with InnoZen to manufacture and distribute the electrolyte
strips through its California based manufacturing facility. Through the use of
InnoZen's patented manufacturing process the electrolyte strips should be
available to the public by September 1, 2006.
14
Health Strip did not have any tangible assets or liabilities, nor did it have
any specific intangible assets to which a portion of the cost could be
allocated. Accordingly, Health Strip recorded goodwill in the amount of
$1,125,000 ($900,000 or 80% of which is equal to the value of our common stock
issued on the date of the transaction). Our common stock closed at $1.80 per
post-split share on the date of the acquisition.
IMGI
----
On September 9, 2004, we acquired all of the issued and outstanding common stock
of IMGI, a concept development company.
POKER
-----
On June 28, 2005, we issued 19,250 shares of our common stock, which were valued
at $295,544 using the Black-Scholes valuation model, to acquire Poker, whose
principal asset is the rights to a proprietary fantasy football format, with the
working title, Vegas Roll'em(TM) Fantasy Football ("Vegas Roll'em"). Poker
recorded the investment of $295,544 as goodwill.
In January 2005, the Rules of Competition for Vegas Roll'em received a copyright
from the United States Copyright Office. This format allows live filming of the
high stakes action as it unfolds. Each player will have a roll of the dice to
determine which of his players will make up his team. According to the Fantasy
Sports Trade Association, fantasy football was played by nearly fifteen million
participants last year. This internet-based phenomenon has created a four
billion dollar industry.
We began our initial sales during the quarter ended September 30, 2005 and
believed we had commenced operations and completed our development stage as of
that date. However, due to delays encountered in developing a functional
website, which delayed the date for commencing sales, we determined we would not
have sufficient participants to have a viable program during the 2005 season.
Accordingly, we returned all fees collected and cancelled the program. We have
re-instituted the development stage for our business from the original inception
date of September 9, 2004. While we may still pursue the project for the 2006
season, our principal focus is on the agreement with Health Strip. Accordingly,
at December 31, 2005, we elected to impair our investment in the goodwill
associated with Poker to the $50,000 amount we have determined to be the fair
value of the investment.
COST OF OPERATIONS DURING DEVELOPMENT
THREE MONTHS ENDED JUNE 30, 2006 AS COMPARED TO JUNE 30, 2005
Administrative expenses increased $39,889 (25%) in 2006 from 2005. The majority
of the increase is a result of an increase of $87,382 in consulting and other
professional services offset by a reduction in gross payroll of $54,834.
During 2005 we recognized a loss of $50,000 as our share of the loss incurred by
the joint venture with InnoZen. All funds were expended by December 31, 2005,
and we have not incurred any additional cost.
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Interest expense increased $100,815 (106%) in 2006 as compared to 2005. The
principal balance of the debt was $3,240,873 at June 30, 2005, as compared to
$4,978,909 at June 30, 2006, an increase of 54%. In addition, the 2006 amount
includes amortization of the beneficial conversion feature associated with the
new convertible promissory note issued in 2006 in the amount of $57,355.
Net loss from continuing operations increased from $303,524 in 2005 to $392,265
in 2006 as a result of the above factors.
SIX MONTHS ENDED JUNE 30, 2006 AS COMPARED TO JUNE 30, 2005
Administrative expense decreased $94,412 (30%) in 2006 as compared to 2005. The
decline is primarily a result of shutting down the operation in Lake City, South
Carolina at June 30, 2005. This reduced quarterly operating expenses by over
$50,000. We were substantially shut down in the first quarter of 2006, and have
since hired three employees in April and May 2006 to oversee the electrolyte
strip development.
As noted above, we recognized a $50,000 loss on our joint venture with InnoZen
in 2005.
Interest expense increased $139,234 (72%) in 2006 as compared to 2005 as a
result of the increase in the principal balance of the debt noted above and the
2006 amount includes amortization of the beneficial conversion feature
associated with the new convertible promissory note issued in 2006 in the amount
of $57,355.
Net loss from continuing operations decreased $5,650 (1%) in 2006 as compared to
2005 primarily as a result of the factors discussed above.
GOING CONCERN FACTORS--LIQUIDITY
We have not established any sources of revenue to fund the development of
business, projected operating expenses and commitments for fiscal year 2006.
Since August 26, 2003, when we discontinued our plans to begin a racing league,
we attempted to locate and negotiate with a business entity for a merger with
that target business. As discussed below, we acquired new development stage
businesses commencing on September 9, 2004. Since September 9, 2004, we incurred
losses in the amount of $2,222,081 through December 31, 2005 and $547,711 during
the six months ended June 30, 2006. A group of the note holders have agreed to
advance funds to allow us to develop our health strip product which management
believes will be a business capable of generating revenues sufficient to fund
projected operating expenses and commitments. However, there can be no assurance
that the group of note holders will be able to continue to provide sufficient
funding to develop our current business plan.
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In addition, our current liabilities exceed our current assets by approximately
$5,028,000, and substantially all of our convertible promissory notes payable
obligations are now due. Pursuant to the acquisition of Health Strip, we are
required to convert at least $4,000,000 of our outstanding liabilities into our
common stock by May 15, 2006, which was extended to August 31, 2006. It is our
intention to convert substantially all of our outstanding liabilities into
common stock upon completion of a formal manufacturing agreement with InnoZen.
However, there can be no assurance that this will be accomplished by that date.
These conditions raise substantial doubt about our ability to continue as a
going concern. The consolidated financial statements do not include any
adjustments that may result from the outcome of these uncertainties.
DISCONTINUED OPERATIONS
We have been in the development stage since our inception, May 15, 2001, and we
did not establish sources of revenue sufficient to fund the development of
business and pay operating expenses, resulting in a net loss of $15,054,021 from
inception through December 31, 2003. As a result of the continuing losses, on
August 26, 2003, our Board of Directors unanimously approved a plan to
immediately discontinue our racing operation. This discontinued operation had a
loss of $28,960 and $671,289 during the year ended December 31, 2005 and 2004,
respectively. While we do not expect any additional liability, we were a party
to a racing car design and construction agreement, a team sales brokerage
agreement and a broadcasting agreement which have not been formally cancelled.
In March 2005, all parties to the litigation agreed to dismiss with prejudice
all claims and counterclaims. As a result, we were relieved of previously
recorded liabilities in the amount of $281,181. We recorded $210,939 in
additional legal fees, which resulted in a net gain from discontinued operations
of $70,242 during the six months ended June 30, 2005.
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ITEM 3: CONTROLS AND PROCEDURES
A third-party consultant has been retained to communicate to management the
disclosures required by reports that are filed under the Exchange Act.
(a) Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that
are designed to ensure that information required to be disclosed in the
reports that are filed or submitted under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in
the Securities and Exchange Commission's rules and forms. Disclosure
controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed in
the reports that are filed under the Exchange Act is accumulated and
communicated to management, including the principal executive officer, as
appropriate to allow timely decisions regarding required disclosure. Under
the supervision of and with the participation of management, including the
principal executive officer, the Company has evaluated the effectiveness of
the design and operation of its disclosure controls and procedures as of
June 30, 2006, and, based on its evaluation, our principal executive
officer has concluded that these controls and procedures are effective.
(b) Changes in Internal Controls
Other than as discussed above, there have been no significant changes in
internal controls or in other factors that could significantly affect these
controls subsequent to the date of the evaluation described above,
including any corrective actions with regard to significant deficiencies
and material weaknesses.
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PART II--OTHER INFORMATION
ITEM 6: EXHIBITS
(a) Exhibits--
Exhibit 31.1 Certification pursuant to 18 U.S.C. Section 1350
Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 32.1 Certification pursuant to 18 U.S.C. Section 1350
Section 906 of the Sarbanes-Oxley Act of 2002
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
HEALTHSPORT, INC.
August 4, 2006 By: /s/ Terry Washburn
------------------------------------
Terry Washburn, Chief Executive Officer
and principal financial and accounting
officer
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