Pansoft CO LTD 10-Q 2010
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Commission file number 000-53183
DIAMOND TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization)
2795 Barton Street, East
Canada L8E 2J8
(Address of principal executive offices, including zip code.)
(telephone number, including area code)
Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 last 90 days. YES [X] NO [ ]>
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (SS 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES [ ] NO [ X ]>
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer, “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES [X] NO [ ]>
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicated the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 24,005,166 as of August 23 , 2010.
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
DIAMOND TECHNOLOGIES, INC.
(A Development Stage Company)
Notes to Consolidated Financial Statements
(Amounts and disclosures for the three and six months ended June 30, 2010 and 2009 are unaudited)
NOTE 1 - BASIS OF PRESENTATION
Basis of Presentation
The accompanying unaudited financial statements of Diamond Technologies, Inc. (the "Company") have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 8-03 of Regulation S-X related to smaller reporting companies. These consolidated financial statements should be read in conjunction with the audited financial statements and notes, which are included as part of the Company's Form 10-K filed with the SEC on March 31, 2010. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, considered necessary for a fair presentation, have been included in the accompanying unaudited consolidated financial statements. Operating results for the periods presented are not necessarily indicative of the results that may be expected for the full year. Notes to the financial statements which substantially duplicate the disclosure contained in the audited financial statements for fiscal year ended December 31, 2009 as reported in the 10-K have been omitted.
NOTE 2 – GOING CONCERN
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The amounts of assets and liabilities in the financial statements do not purport to represent realizable or settlement values. However, the Company has incurred an operating loss. Such loss may impair its ability to obtain additional financing.
This factor raises substantial doubt about the Company's ability 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 has met its historical working capital requirements from the sale of common shares and loans from an officer/shareholder. In order not to burden the Company, the officer/shareholder has agreed to provide funding to the Company to pay its annual audit fees, filing costs and legal fees as long as the board of directors deems it necessary. However, there can be no assurance that such financial support shall be ongoing or available on terms or conditions acceptable to the Company.
NOTE 3 – STOCKHOLDERS’ EQUITY
Between Jan 23, 2010 and March 4, 2010, the Company sold 1,133,664 restricted shares of the Company’s common stock at an offering price of $0.15 per share for gross proceeds of $170,050.
NOTE 4 – SUBSEQUENT EVENTS>
On August 18, 2010, the Company sold 13,500,000 shares of the Company’s common stock at $0.0001 per share for gross proceeds of $1,350 to the directors of the Company.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
This section of the report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.
Our auditors have issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay out bills. This is because we have not generated substantial revenues and do not anticipate generating on-going revenue until we can complete lease agreements for the acquisition of office facilities, build out our technology infrastructure and complete our marketing collateral and branding efforts.
Plan of Operation
The following Plan of Operation contains forward-looking statements, which involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth elsewhere in this document.
We are a Medical information company that uses technology to assist physicians and healthcare providers to streamline patient information in a coherent and usable manner. Our software is designed to take patient medical information from many sources and deposit it into a single source as electronic medical records (EMR) for each patient. In addition to our EMR product, we have three early stage products for which we plan to evaluate partnership opportunities in order to further develop and commercialize them.
Our plan and focus during the next twelve months includes selling our existing products as well as developing and possibly selling new products.
Our Sales and Marketing Strategy for existing developed products
As of the date of this report, we have not sold any products, nor do we have any customers. We hope to initiate operations within the next 90 days. Our milestones during the next twelve months are:
1 - Developing our sales and marketing organization for the third party products along with our software that bring the data from these products into an EMR system in the major metropolitan areas of Canada
2 – Simultaneously with the build-up of our sales and marketing organization, we will build a product support team that will provide installation, training and customer support.
3 – Expanding our market from the larger metropolitan areas to the smaller rural and more distant medical facilities.
Within Canada, we will focus on having a direct sales force to market and sell EMR to walk-in clinics/doctor’s offices, Independent Diagnostic Centers /Independent Health Facilities and hospitals.
Outside Canada, we may establish commercial partnerships for all of our product candidates in order to accelerate development and marketing in those countries and further broaden our products’ commercial potential.
Our Development and Commercialization Strategy for new products
We intend to initiate sales of our products in our target commercial areas. Our target commercial areas are hospitals, clinics and doctor’s offices. We expect to focus on marketing our current offering as well as completing product development for our product candidates in order to increase our possibilities for current and future revenue generation.
Our forward-looking plan envisions applying our copyrighted design and technology to develop three additional products, to bring to market integrated computer systems that address today’s critical health management needs in epidemic control, medical information flow across borders and provision of heath care in rural and remote areas.
In addition to our EMR which is ready for production, we have prioritized the following products for completion of development and are listing them in order of priority.
C&ID-IMS - our Communicable and Infectious Diseases Information Management System technology.
CCG - our Clinical-Care Globalization technology.
MC-Telehealth - our Mobile Clinic or tele-health technology.
We do not at this time have a definitive timetable as to when we will complete these intense development efforts.
We are considered to be in the development stage, as defined in Statement of Financial Accounting Standards No. 7. We have been in the development stage since our inception. We have had no substantial recurring source of revenue; we have incurred operating losses since inception and at June 30, 2010 had a working capital deficiency of $812,879.
The development and marketing of new medical software technology is capital intensive. We have funded operations to date either through the sale of our common stock or through advances made by our key shareholders.
We have utilized funds obtained to date for organizational purposes and to commence
certain financial transactions. We require additional funding to complete these transactions (including the purchase of Rophe and related expenses), expand our marketing and sales efforts and increasing Diamond’s revenue base.
Limited operating history; need for additional capital
There is no historical financial information about us upon which to base an evaluation of our performance. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price increases in services and products.
To become profitable and competitive, we have to locate and negotiate agreements with manufacturers to offer their products for sale to us at pricing that will enable us to establish and sell the products to our clientele.
We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop, or expand out operations. Equity financing could result in additional dilution to existing shareholders.
Results of operations
We did not generate any revenues during the three and six months ended June 30, 2010 or 2009. From our inception on December 12, 2006 to June 30, 2010 we generated $15,887 in revenues.
During the three months ended June 30, 2010 we incurred total expenses of $218,421, including $158,219 in salaries, $781 in depreciation, $56,585 in professional fees, and $2,836 in other expenses, whereas during the three months ended June 30, 2009 we incurred total expenses of $8,760, including $786 in depreciation, $5,677 in professional fees, and $2,297 in other expenses,. The increase in our expenses for the three months ended June 30, 2010 was primarily due to a increase in officers’ compensation and professional fees.
During the six months ended June 30, 2010 we incurred total expenses of $316,194, including $158,219 in salaries, $1,567 in depreciation, $149,056 in professional fees, and $7,352 in other expenses, whereas during the six months ended June 30, 2009 we incurred total expenses of $25,211, including $1,572 in depreciation, $19,438 in professional fees, and $4,201 in other expenses. The increase in our expenses for the six months ended June 30, 2010 was primarily due to a increase in officers’ compensation and professional fees.
During the three months ended June 30, 2010 we did not generate any revenues and we incurred a net loss of $218,421, compared to a net loss of $8,760 during the same period in 2009. Our net loss attributable to professional fees and officers’ compensation in these periods were $214,804 and $5,677, respectively.
During the six months ended June 30, 2010 we did not generate any revenues and we incurred a net loss of $316,194, compared to a net loss of $25,211 during the same period in 2009. Our net loss attributable to professional fees and officers’ compensation in these periods were $307,275 and $19,438, respectively.
From our inception on December 12, 2006 to June 30, 2010 we incurred a net loss of $1,073,440, $970,677 of which was officers’ compensation and professional fees. Our professional fees consist of legal, consulting, accounting and auditing fees.
From Inception on December 12, 2006 to June 30, 2010.>
During the year 2007, we incorporated the company, hired the attorney and the auditor and began to negotiate contracts and sell printing related products.
During the year 2008 we continued sourcing products. We did not sell any products or services.
During the year 2009, we did not sell any products or services. Our loss since inception is $1,073,440. We acquired all of the issued and outstanding shares of common stock of Rophe Medical Technologies, Inc.
Since inception, we sold 5,000,000 pre-dividend shares of common stock to our officers and directors for $50; issued 490,500 pre-dividend shares of common stock at $0.25 per share for a total of $122,625; and issued 83,334 pre-dividend shares of common stock at $0.60 per share for a total of $50,000. We sold 150,000 shares of common stock to our President for $15,000. We exchanged 3,000,000 shares of common stock to Rophe Medical Technologies Inc. for 300 common shares of Rophe. We issued 3,000,000 shares of common stock to Rophe in exchange for $200,000 payable to Rophe on March 31, 2010 and $200,000 of the $250,000 payable to Rophe on April 30, 2010. We sold 1,133,664 shares of common stock at $0.15 per share for a total of $170,050.
Liquidity and capital resources>
As of the date of this report, we have not generated any revenues from our business operations.
In December 2006, we issued 5,000,000 pre-dividend shares of common stock pursuant to the exemption contained in Reg. S of the Securities Act of 1933. This was accounted for as a sale of common stock.
On June 25, 2007, we completed our public offering of 490,500 shares of pre-dividend common stock at an offering price of $0.25 per share. We raised $122,625.
On December 28, 2007, we sold 83,334 restricted pre-dividend shares of the Company common stock pursuant to the exemption contained in Reg. S of the Securities Act of 1933, as amended at an offering price of $0.60 per share we raised $50,000.
A stock dividend was declared on February 11, 2008, wherein two additional common shares were issued for each one common share issued and outstanding as at February 25, 2008.
On December 30, 2009 we sold 150,000 restricted shares of common stock at $0.10 per share to our President for proceeds of $15,000.
On December 31, 2009, we acquired 300 shares of common stock of Rophe Medical Technologies Inc. (Rophe”) which constitute all of the issued and outstanding shares of Rophe common stock in exchange for 3,000,000 restricted shares of our common stock. Rophe thereby became our wholly owned subsidiary corporation. On March 16, 2010, the Rophe Acquisition payment terms were amended, the company issued additional 3,000,000 of the Company’s common shares in exchange for $200,000 payable on March 31, 2010 and $200,000 of the $250,000 payable on April 30, 2010.
Between Jan 23, 2010 and March 4, 2010 we sold 1,133,664 restricted shares of the Company common stock pursuant to the exemption contained in Reg. S of the Securities Act of 1933, as amended at an offering price of $0.15 per share we raised $170,050.
As of June 30, 2010, our total assets were $871,880 in cash, fixed assets and copyrights and our total liabilities were $815,095 comprised of $71,130 in accounts payable, $677,463 in accrued officer salaries and other amounts due to officer and shareholders, and $66,502 in acquisition cost payable.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 4. CONTROLS AND PROCEDURES.
Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are not effective due to lack of segregation of duties in financial reporting and presence of adjusting journal entries during our last audit. There were no changes in our internal control over financial reporting during the quarter ended June 30, 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Between Jan 23, 2010 and March 4, 2010 we sold 1,133,664 restricted shares of the Company common stock to 13 individuals pursuant to the exemption from registration contained in Reg. S of the Securities Act of 1933, as amended, at an offering price of $0.15 per share and we raised $170,050.
ITEM 5. OTHER
Between Jan 23, 2010 and March 4, 2010 we sold 1,133,664 restricted shares of the Company common stock to 13 individuals pursuant to the exemption contained in Reg. S of the Securities Act of 1933, as amended, at an offering price of $0.15 per share and we raised $170,050. We failed to report the foregoing sale of unregistered equity securities on Form 8-K within four business days of March 4, 2010 and are disclosing the same herein.
ITEM 6. EXHIBITS.
The following documents are included herein:
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 on this 23rd day of August, 2010.