UNITED
STATES
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
quarterly period ended September
30, 2007
¨
Transition
Report Under Section 13 Or 15(d) Of The Securities Exchange Act Of 1934
For
the
transition period from _____ to _____
COMMISSION
FILE NUMBER 0-17493
BRENDAN
TECHNOLOGIES, INC.
(Exact
name of small business issuer as specified in its charter)
NEVADA
|
|
88-0237223
|
(State
or other jurisdiction of incorporation or
organization)
|
|
(I.R.S.
Employer Identification No.)
|
2236
Rutherford Road, Suite 107
Carlsbad,
California 92008
(Address
of principal executive offices)
Issuer's
telephone number (760)
929-7500
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
State
the
number of shares outstanding of each of the issuer's classes of common
equity,
as of the latest practicable date:
Common
Stock, $.004995 par value
|
|
25,450,594
|
(Class)
|
|
Outstanding
at November 14, 2007
|
Transitional
Small Business Disclosure Format (Check one): Yes ¨ No
x
Brendan
Technologies, Inc.
INDEX
|
|
Page
|
|
|
|
PART
I. FINANCIAL INFORMATION
|
|
|
|
|
Item
1.
|
Financial
Statements:
|
|
|
|
|
|
Condensed
consolidated Balance Sheets as of September 30, 2007 (unaudited)
and June
30, 2007
|
3
|
|
|
|
|
Condensed
consolidated Statements of Operations for the three months ended
September
30, 2007 and 2006(unaudited)
|
4
|
|
|
|
|
Condensed
consolidated Statements of Cash Flows for the three months ended
September
30, 2007 and 2006 (unaudited)
|
5
|
|
|
|
|
Notes
to Condensed Unaudited Consolidated Financial Statements
|
6
|
|
|
|
Item
2.
|
Management’s
Discussion and Analysis or Plan of Operation
|
12
|
|
|
|
Item
3.
|
Controls
and Procedures
|
15
|
|
|
|
PART
II. OTHER INFORMATION
|
|
|
|
|
Item
1.
|
Legal
Proceedings
|
*
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
*
|
Item
3.
|
Defaults
upon Senior Securities
|
*
|
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
*
|
Item
5.
|
Other
Information
|
*
|
Item
6.
|
Exhibits
|
16
|
|
|
|
SIGNATURES |
16
|
*
No
information provided due to inapplicability of the item.
PART
I – FINANCIAL INFORMATION
Item
1. Financial Statements
Brendan
Technologies, Inc.
Condensed
Consolidated Balance Sheets
|
|
September
30,
|
|
June
30,
|
|
|
|
2007
|
|
2007
|
|
|
|
(Unaudited)
|
|
|
|
ASSETS
|
|
|
|
|
|
Current
assets:
|
|
|
|
|
|
Cash
and cash equivalents
|
|
$
|
11,200
|
|
$
|
85,016
|
|
Accounts
receivable, net
|
|
|
148,842
|
|
|
75,283
|
|
Prepaid expenses
|
|
|
189,949
|
|
|
89,919
|
|
Total
current assets
|
|
|
349,991
|
|
|
250,218
|
|
|
|
|
|
|
|
|
|
Property
and equipment, net
|
|
|
148,687
|
|
|
157,356
|
|
Other
assets
|
|
|
23,384
|
|
|
27,951
|
|
|
|
$
|
522,062
|
|
$
|
435,525
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS' DEFICIT
|
|
|
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
|
|
|
Notes
payable in default
|
|
$
|
130,000
|
|
$
|
130,000
|
|
Accrued
interest in default
|
|
|
98,890
|
|
|
95,382
|
|
Note
payable
|
|
|
-
|
|
|
100,000
|
|
Secured
bridge loan payable
|
|
|
600,000
|
|
|
-
|
|
Accounts
payable
|
|
|
97,512
|
|
|
12,916
|
|
Accrued
wages and vacation
|
|
|
833,795
|
|
|
842,525
|
|
Accrued
interest
|
|
|
543,996
|
|
|
527,434
|
|
Deferred
revenue
|
|
|
138,898
|
|
|
98,394
|
|
Current
portion of lease obligations
|
|
|
6,589
|
|
|
7,388
|
|
Current
portion 8% convertible debentures net of debt discount
|
|
|
935,799
|
|
|
24,010
|
|
Current
portion 8% convertible debentures net of debt discount-related
parties
|
|
|
93,852
|
|
|
91,812
|
|
Total
current liabilities
|
|
|
3,479,331
|
|
|
1,929,861
|
|
|
|
|
|
|
|
|
|
Long
term portion of lease obligations
|
|
|
2,599
|
|
|
3,607
|
|
8%
Convertible debentures net of debt discount
|
|
|
500,750
|
|
|
1,343,868
|
|
8%
Convertible debentures net of debt discount - related
parties
|
|
|
37,837
|
|
|
34,154
|
|
Total
liabilities
|
|
|
4,020,517
|
|
|
3,311,490
|
|
|
|
|
|
|
|
|
|
Stockholders'
deficit
|
|
|
|
|
|
|
|
Preferred
stock, $.004995 par value; 5,000,000 shares authorized: none
outstanding
|
|
|
-
|
|
|
-
|
|
Common
stock, $.004995 par value; 50,000,000 shares authorized: 23,705,594
issued
and outstanding at September 30, 2007 and June 30, 2007
|
|
|
118,409
|
|
|
118,409
|
|
Additional
paid in capital
|
|
|
5,442,994
|
|
|
5,358,033
|
|
Accumulated
deficit
|
|
|
(9,059,858
|
)
|
|
(8,352,407
|
)
|
Total
stockholders' deficit
|
|
|
(3,498,455
|
)
|
|
(2,875,965
|
)
|
|
|
$
|
522,062
|
|
$
|
435,525
|
|
See
accompanying summary of accounting policies and notes to unaudtied condensed
consolidated financial statements.
Brendan
Technologies, Inc.
Condensed
Consolidated Statements of Operation
(Unaudited)
|
|
Three
Months Ended
|
|
|
|
September
30,
|
|
September
30,
|
|
|
|
2007
|
|
2006
|
|
|
|
|
|
|
|
Revenue
|
|
$
|
159,826
|
|
$
|
87,395
|
|
|
|
|
|
|
|
|
|
Selling
expenses
|
|
|
42,688
|
|
|
23,205
|
|
Research
and development
|
|
|
118,768
|
|
|
83,136
|
|
General
and administrative expenses
|
|
|
467,255
|
|
|
317,923
|
|
|
|
|
628,711
|
|
|
424,264
|
|
|
|
|
|
|
|
|
|
Loss
from operations
|
|
|
(468,885
|
)
|
|
(336,869
|
)
|
|
|
|
|
|
|
|
|
Other
expense
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(238,566
|
)
|
|
(69,003
|
)
|
|
|
|
|
|
|
|
|
Loss
before provision for income taxes
|
|
|
(707,451
|
)
|
|
(405,872
|
)
|
|
|
|
|
|
|
|
|
Provision
for income taxes
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
$
|
(707,451
|
)
|
$
|
(405,872
|
)
|
|
|
|
|
|
|
|
|
Basic
and diluted loss per share
|
|
$
|
(0.03
|
)
|
$
|
(0.02
|
)
|
|
|
|
|
|
|
|
|
Basic
and diluted weighted average common shares outstanding
|
|
|
23,705,594
|
|
|
23,705,594
|
|
See
accompanying summary of accounting polices and notes to unaudited condensed
consolidated financial statements.
Brendan
Technologies, Inc.
Condensed
Consolidated Statements of Cash Flows
(Unaudited)
|
|
Three Months Ended September 30,
|
|
|
|
2007
|
|
2006
|
|
Operating
activities:
|
|
|
|
|
|
Net
loss
|
|
$
|
(707,451
|
)
|
$
|
(405,872
|
)
|
Adjustments
to reconcile net loss to cash provided by operating
activities:
|
|
|
|
|
|
|
|
Amortization
and depreciation
|
|
|
18,625
|
|
|
8,598
|
|
Stock
option compensation
|
|
|
7,786
|
|
|
18,066
|
|
Amortization
of warrants
|
|
|
77,175
|
|
|
-
|
|
Amortization
of debt discount
|
|
|
74,394
|
|
|
22,287
|
|
Provision
for uncollectible receivables
|
|
|
-
|
|
|
1,000
|
|
Changes
in assets and liabilities:
|
|
|
|
|
|
|
|
Accounts
receivable
|
|
|
(73,559
|
)
|
|
23,477
|
|
Prepaid
expense and other assets
|
|
|
(95,463
|
)
|
|
(10,265
|
)
|
Accounts
payable
|
|
|
83,910
|
|
|
(63,239
|
)
|
Accrued
liabilities
|
|
|
12,027
|
|
|
44,427
|
|
Deferred
revenue
|
|
|
40,504
|
|
|
6,827
|
|
Net
cash used in operating activities
|
|
|
(562,052
|
)
|
|
(354,694
|
)
|
Investing
activities:
|
|
|
|
|
|
|
|
Purchase
of property and equipment
|
|
|
(9,956
|
)
|
|
(15,414
|
)
|
Net
cash used in investing activities
|
|
|
(9,956
|
)
|
|
(15,414
|
)
|
Financing
activities:
|
|
|
|
|
|
|
|
Principal
payments of lease obligations
|
|
|
(1,808
|
)
|
|
(1,500
|
)
|
Principal
payments on notes payable in default
|
|
|
-
|
|
|
(125,000
|
)
|
Principal
payments on notes payable
|
|
|
(100,000
|
)
|
|
-
|
|
Proceeds
from issuance of secured bridge loan
|
|
|
600,000
|
|
|
-
|
|
Proceeds
from issuance of 8% convertible debentures, net of costs
|
|
|
-
|
|
|
900,000
|
|
Net
cash provided by financing activities
|
|
|
498,192
|
|
|
773,500
|
|
Net
increase in cash and cash equivalents
|
|
|
(73,816
|
)
|
|
403,392
|
|
Cash
and cash equivalents,
beginning of year
|
|
|
85,016
|
|
|
149,512
|
|
Cash
and cash equivalents,
end of period
|
|
$
|
11,200
|
|
$
|
552,904
|
|
|
|
|
|
|
|
|
|
Supplemental
Disclosure of Cash Flow Information:
|
|
|
|
|
|
|
|
Cash
paid during the period for:
|
|
|
|
|
|
|
|
Interest
|
|
$
|
63,640
|
|
$
|
2,289
|
|
Income
taxes
|
|
$
|
-
|
|
$
|
-
|
|
Non
Cash Investing and Financing Activities:
|
|
|
|
|
|
|
|
Cancellation
of stock
|
|
$
|
-
|
|
$
|
8,957
|
|
Debt
discount on 8% convertible debentures
|
|
$
|
-
|
|
$
|
209,580
|
|
See
accompanying summary of accounting polices and notes to unaudited condensed
consolidated financial statements.
BRENDAN
TECHNOLOGIES, INC.
Notes
to the Unaudited Condensed Consolidated Financial Statements
Note
1 - Business
Nature
of Business
Brendan
Technologies, Inc., a Nevada corporation (the “Company”,
“we”
or“Brendan”)
provides software solutions to improve the accuracy, quality control, workflow,
and regulatory compliance of immunoassay testing in laboratories in the
biopharmaceutical, clinical, research, veterinarian and agricultural industries.
The
accompanying unaudited condensed consolidated financial statements include
the
accounts of the Company and the Company’s wholly owned subsidiary. The unaudited
condensed consolidated financial statements have been prepared in accordance
with accounting principles generally accepted in the United States for interim
financial information and pursuant to the rules and regulations of the
Securities and Exchange Commission. All material inter-company accounts and
transactions have been eliminated in consolidation. Certain information and
footnote disclosures normally included in annual financial statements prepared
in accordance with accounting principles generally accepted in the United States
of America have been condensed or omitted pursuant to such rules and
regulations. In the opinion of management, all adjustments, consisting of normal
and recurring adjustments, necessary for a fair presentation of the financial
position and the results of operations for the periods presented have been
included. Operating results for the three month period ended September 30,
2007
are not necessarily indicative of the results that may be expected for the
fiscal year ending June 30, 2008. For further information, refer to the
financial statements and notes thereto included in the Brendan Technologies,
Inc. Annual Report on Form 10-KSB for the fiscal year ended June 30,
2007.
Recent
Accounting Pronouncements
In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities”. This Statement permits entities to
choose to measure many financial assets and financial liabilities at fair value.
Unrealized gains and losses on items for which the fair value option has been
elected are reported in earnings. SFAS No. 159 is effective for fiscal years
beginning after November 15, 2007, which for us will be the fiscal year
beginning April 1, 2008. We are currently assessing the impact of SFAS No.
159
on our financial position and results of operations.
In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measures”.
This Statement defines fair value, establishes a framework for measuring fair
value in generally GAAP, expands disclosures about
fair
value measurements, and applies under other accounting pronouncements that
require or permit fair value measurements. SFAS No. 157 does not
require any new fair value measurements. However, the FASB anticipates that
for
some entities, the application of SFAS No. 157 will change current
practice. SFAS No. 157 is effective for financial statements issued for fiscal
years beginning after November 15, 2007, which for us will be the fiscal
year beginning April 1, 2008. We are currently evaluating the impact of
SFAS No. 157 but do not expect that it will have a material impact on
our financial statements.
Reclassifications
Certain
reclassifications have been made to the September 30, 2006 financial statements
in order for them to conform to the September 30, 2007 presentation. Such
reclassifications have no impact on our financial position or results of
operations.
BRENDAN
TECHNOLOGIES, INC.
Notes
to the Unaudited Condensed Consolidated Financial Statements
(Continued)
Note
2- Going Concern
Going
Concern
These
financial statements have been prepared on a going concern basis. However,
during the three months
ended September 30, 2007 and the year ended June 30, 2007, the Company incurred
net losses of $707,451 and $2,110,698, respectively, and had an accumulated
deficit of $9,059,858 and $8,352,407, at September 30 and June 30, 2007,
respectively. In addition, as of September 30, 2007, the Company had a working
capital deficit of $3,129,340 and is in default on $228,890 of debt and
interest. The Company’s
ability to continue as a going concern is dependent upon its ability to generate
profitable operations in the future and/or to obtain the necessary financing
to
meet its obligations and repay its liabilities arising from normal business
operations when they come due. The outcome of these matters cannot be predicted
with any certainty at this time and as such raise substantial doubt as to the
Company’s ability to continue as a going concern. Since inception, the Company
has satisfied its capital needs through debt and equity financings and expects
to fund the Company from these sources until profitability is achieved. There
can be no assurance that funds will be available at terms favorable to the
Company or that future profitability can be achieved. The consolidated financial
statements do not include any adjustments relating to the recoverability and
classification of recorded asset amounts or the amounts and classification
of
liabilities that might be necessary should the Company be unable to continue
as
a going concern.
Management’s
Plans
Management's
plans to eliminate the going concern situation include, but are not limited
to,
the following:
· |
Obtain
additional equity or debt financing from investors.
|
· |
Increase
revenue from the sale of its software. The Company is anticipating
to
release an upgraded version of its software during the next twelve
months
that will address customer enterprise level
requirements.
|
· |
If
necessary, the Company will initiate cost cutting programs that would
reduce cash requirements.
|
Note
3 - Loss Per Share
The
Company utilizes SFAS No. 128, “Earnings per Share.” Basic loss per share is
computed by dividing loss available to common shareholders by the
weighted-average number of common shares outstanding. Diluted loss per share
is
computed similar to basic loss per share except that the denominator is
increased to include the number of additional common shares that would have
been
outstanding if the potential common shares had been issued and if the additional
common shares were dilutive. Common equivalent shares are excluded from the
computation if their effect is anti-dilutive.
For
the
three months ended September 30, 2007 and 2006, the following common equivalent
shares were excluded from the computation of loss per share since their effects
are anti-dilutive.
BRENDAN
TECHNOLOGIES, INC.
Notes
to the Unaudited Condensed Consolidated Financial Statements
(Continued)
|
|
September
30,
|
|
|
|
2007
|
|
2006
|
|
|
|
|
|
|
|
Convertible
debentures
|
|
|
4,055,000
|
|
|
2,250,000
|
|
Options
|
|
|
4,970,000
|
|
|
4,722,334
|
|
Warrants
|
|
|
7,350,667
|
|
|
4,920,667
|
|
Total
|
|
|
16,375,667
|
|
|
11,893,001
|
|
Estimates
The
preparation of financial statements requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the
reporting
period. Actual results could differ from those estimates.
Note
4-
Notes Payable and Secured Bridge Loan
Notes
payable in default consisted of the following:
|
|
September 30,
|
|
June 30,
|
|
|
|
2007
|
|
2007
|
|
|
|
|
|
|
|
Two
unsecured, senior subordinated notes payable, due on various dates
on or
before
|
|
|
|
|
|
September
2004, bearing interest at 8% per annum.
|
|
$
|
130,000
|
|
$
|
130,000
|
|
The
above
notes which were not converted as part of the reverse merger remain in default.
In
July
2007, we issued secured bridge loans accumulating $600,000 ($555,000 net of
costs) to a group of five investors. The loans are due nine months from the
date
of issuance and interest is paid in cash at the rate of 15% monthly. The bridge
loans are secured by all of our assets. In addition, we issued 690,000 common
stock purchase warrants to the investors and individuals who assisted in the
transaction.
Note
5- 8% Convertible Debentures
Overview.
From
June 2006 through June 2007, we sold an aggregate of $2,027,500 of 8%
convertible debentures to a group of 23 individual investors, two of which
are
affiliates of the Company, and one institutional investor. The convertible
debentures entitle the debenture holder to convert the principal into our common
stock for two years from the date of closing. Interest on the debentures is
payable, at the option of the warrant holder, either quarterly in cash or at
the
earlier of maturity or conversion in common stock of the Company.
Number
of Shares Debentures May Be Converted Into.
The
debentures can be converted into a number of our common shares at a conversion
price equal to $0.50 per share.
Warrants.
Concurrent with the issuance of the convertible debentures, we issued to the
debenture holders warrants to purchase shares of our common stock. These
warrants are exercisable for one to five years from the date of issuance at
exercise prices ranging from $0.60 to $1.00 per share.
Right
of First Refusal.
The
debenture holders have a right of first refusal to purchase or participate
in
any equity securities offered by us in any private transaction which closes
on
or prior to the date that is two years after the issue date of each
debenture.
BRENDAN
TECHNOLOGIES, INC.
Notes
to the Unaudited Condensed Consolidated Financial Statements
(Continued)
Registration
Rights.
We are
responsible for registering the resale of the shares of our common stock which
will be issued on the conversion of the debentures.
Restrictions
on Use of Funds.
We may
not pay any cash dividends without the debenture holders prior written
approval.
The
following table presents the status, as of September 30 and June 30, 2007,
of
our
convertible
debentures:
|
|
As
of
|
|
|
|
September 30, 2007
|
|
June 30, 2007
|
|
Convertible
debentures issued
|
|
$
|
2,027,500
|
|
$
|
2,027,500
|
|
Less
debt discount
|
|
|
(459,262
|
)
|
|
(533,656
|
)
|
|
|
|
|
|
|
|
|
|
|
|
1,568,238
|
|
|
1,493,844
|
|
Less
current portion
|
|
|
(1,029,651
|
)
|
|
(115,822
|
)
|
|
|
|
|
|
|
|
|
Long
term portion
|
|
$
|
538,587
|
|
$
|
1,378,022
|
|
|
|
|
|
|
|
|
|
Current
issued to related parties
|
|
$
|
93,852
|
|
$
|
91,812
|
|
Long
term issued to related parties
|
|
$
|
37,837
|
|
$
|
34,154
|
|
|
|
|
|
|
|
|
|
Maturity
dates of outstanding convertible debentures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September
2008
|
|
$
|
1,125,000
|
|
$
|
125,000
|
|
September
2009
|
|
|
902,500
|
|
|
1,902,500
|
|
|
|
$
|
2,027,500
|
|
$
|
2,027,500
|
|
Note
6- Equity Transactions
We
recorded additional paid in capital and non-cash compensation expense for stock
options issued to employees and consultants of $7,786 for the three months
ended
September 30, 2007. Also, we recorded additional paid in capital of $77,175
related to warrants issued as a result of receiving secured bridge loans during
the three months ended September 30, 2007.
The
significant assumptions used in the Black-Scholes model to estimate the
compensation and interest expense for the issuance of stock options and warrants
during the current fiscal quarter are as follows:
|
|
|
5
years
|
|
|
|
|
|
|
Expected
volatility
|
|
|
42
|
%
|
|
|
|
|
|
Expected
dividends
|
|
|
None
|
|
|
|
|
|
|
Risk-free
interest rate
|
|
|
5.03
|
%
|
|
|
|
|
|
|
|
|
0
|
%
|
BRENDAN
TECHNOLOGIES, INC.
Notes
to the Unaudited Condensed Consolidated Financial Statements
(Continued)
A
summary
of the options outstanding follows:
|
|
For
the Three Months Ended
|
|
|
|
September
30, 2007
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
Average
|
|
|
|
|
|
Exercise
|
|
Options
|
|
Shares
|
|
Price
|
|
Outstanding
at beginning of year
|
|
|
4,975,000
|
|
$
|
0.41
|
|
Granted
|
|
|
-
|
|
|
-
|
|
Cancelled
|
|
|
(5,000
|
)
|
|
0.65
|
|
Exercised
|
|
|
-
|
|
|
-
|
|
Outstanding
at end of the period
|
|
|
4,970,000
|
|
|
0.41
|
|
|
|
|
|
|
|
|
|
Exercisable
at end of the the period
|
|
|
4,569,500
|
|
$
|
0.39
|
|
|
|
|
|
|
|
|
|
Weighted
average fair value of options granted during the period
|
|
|
-
|
|
$
|
-
|
|
As
of
September 30, 2007, the unamortized portion of stock compensation expense on
all
existing stock options was $45,657.
A
summary
of warrants outstanding follows:
|
|
For
the Three Months Ended
|
|
|
|
September
30, 2007
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
Average
|
|
|
|
|
|
Exercise
|
|
Warrants
|
|
Shares
|
|
Price
|
|
Outstanding
at beginning of year
|
|
|
8,660,667
|
|
$
|
0.88
|
|
Granted
|
|
|
690,000
|
|
|
0.60
|
|
Cancelled
|
|
|
(2,000,000
|
)
|
|
1.00
|
|
Exercised
|
|
|
-
|
|
|
-
|
|
Outstanding
at end of the period
|
|
|
7,350,667
|
|
|
0.82
|
|
|
|
|
|
|
|
|
|
Exercisable
at end of the the period
|
|
|
7,350,667
|
|
$
|
0.82
|
|
Note
7- Income Taxes
We
or one
of our subsidiaries file income tax returns in the U.S. federal jurisdiction
and
various state jurisdictions.
We
adopted the provisions of FASB Interpretation No. 48, Accounting
for Uncertainty in Income Taxes,
on July
1, 2007. As a result of the implementation of Interpretation 48, we do not
recognize an increase in the liability for unrecognized tax benefits. No
unrecognized tax benefits are being reported for the quarter ended September
30,
2007.
At
June
30, 2007, we had federal net operating loss carryforwards of approximately
$7,251,000 that expire from 2017 through 2025 and are subject to certain
limitations under the Internal Revenue Code of 1986, as amended, and state
net
operating loss carryforwards of approximately $6,800,000 that expire from 2010
through 2015.
BRENDAN
TECHNOLOGIES, INC.
Notes
to the Unaudited Condensed Consolidated Financial Statements
(Continued)
Note
8- Subsequent Event
Subsequent
to September 30, 2007, we extended a rights offering to our existing warrant
holders, whereby, through November 10, 2007, at the sole election of the warrant
holder, any outstanding warrant could be exercised at $0.25 per share. For
any
warrants not exercised, the terms of the warrant remained unchanged. As a result
of this rights offering, warrants with original exercise prices ranging from
$.60 to $1.00 per share were exercised at $0.25 per share for the purchase
of
1,745,000 shares of our common stock resulting in proceeds of $436,250. The
difference between the closing price of our common stock on the date of exercise
and $.25 will be reflected as additional non-cash interest during the quarter
ending December 31, 2007.
ITEM
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION.
THE
FOLLOWING DISCUSSION INCLUDES FORWARD-LOOKING STATEMENTS WITH RESPECT TO OUR
FUTURE FINANCIAL PERFORMANCE. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE
CURRENTLY ANTICIPATED AND FROM HISTORICAL RESULTS DEPENDING UPON A VARIETY
OF
FACTORS, INCLUDING THOSE DESCRIBED BELOW UNDER THE SUB-HEADING, "RISK FACTORS."
SEE ALSO OUR ANNUAL REPORT ON FORM 10-KSB FOR OUR FISCAL YEAR ENDED JUNE 30,
2007.
Critical
Accounting Policies and Estimates
The
preparation of consolidated financial statements in accordance with accounting
principles generally accepted in the United States requires us to make estimates
and judgments that affect the reported amounts of assets, liabilities, revenues
and expenses, and related disclosure of contingent assets and
liabilities.
On
an
ongoing basis, we evaluate our estimates, including those related to our product
returns, bad debts, intangible assets, long-lived assets and contingencies
and
litigation. We base our estimates on historical experience and on various other
assumptions that are believed to be reasonable under the circumstances, the
results of which form the basis for making judgments about the carrying values
of assets and liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates under different assumptions
or
conditions.
We
have
identified two accounting policies that we believe are key to an understanding
of our financial statements. These important accounting policies require
management's most difficult, subjective judgments.
1.
Revenue Recognition
The
Company recognizes revenues related to software licenses and software
maintenance in accordance with the American Institute of Certified Public
Accountants (“AICPA”) Statements of Position (“SOP”) No. 97-2, “Software Revenue
Recognition,” as amended by SOP No. 94-4 and SOP No. 98-9. We follow the
guidance established by the SEC in Staff Accounting Bulletin No. 104, as well
as
generally accepted criteria for revenue recognition, which require that, before
revenue is recorded, there is persuasive evidence of an arrangement, the fee
is
fixed or determinable, collection is reasonably assured, and delivery to our
customer has occurred. In addition, our invoices may include multiple elements
that identify vendor specific objective evidence of fair value for each of
those
elements. The Company recognizes revenue as follows:
Software-
our software is sold with an indefinite license period, and as such, product
revenue is recorded at the time of the customer’s acceptance (generally 30 days
after shipment which allows for a 30 day return guarantee if the customer is
not
satisfied with the product), net of estimated allowances and returns.
Post-contract
customer support- (“PCS”) obligations are generally for annual services and are
recognized over the period of service. Revenues for which payment has been
received are treated as deferred revenue until services are provided and
revenues have been earned.
Training
and service calls- recognized at the time training or service calls are
provided.
Royalties-
we recognize revenue from royalties only after the cash has been collected
(typically 30 days after the end of the quarter on which the royalty payment
is
based.)
Licensing-
we also derive license revenue from fees for the transfer of proven and reusable
intellectual property components. Generally, these payments will include a
nonrefundable technology license fee, which will be payable upon the transfer
of
intellectual property. License fees will be recognized upon the execution of
the
license agreement and transfer of intellectual property provided no further
significant performance obligations exist and collectibility is deemed probable.
Customization
revenue- fees related to software service contracts to aid customers in adapting
such intellectual property to their particular instruments, which will be
performed on a best efforts basis and for which we will receive periodic
milestone payments, will be recognized as revenue over the estimated development
period, using a cost-based percentage of completion method.
2.
Going Concern
These
financial statements have been prepared on a going concern basis. However,
during the three months ended September 30, 2007 and the year ended June 30,
2007, the Company incurred net losses of $707,451 and $2,110,698, respectively,
and had an accumulated deficit of $9,059,858 and $8,352,407, at September 30
and
June 30, 2007, respectively. In addition, as of September 30, 2007, the Company
had a working capital deficit of $3,129,340 and is in default on $228,890 of
debt and interest. The Company’s ability to continue as a going concern is
dependent upon its ability to generate profitable operations in the future
and/or to obtain the necessary financing to meet its obligations and repay
its
liabilities arising from normal business operations when they come due. The
outcome of these matters cannot be predicted with any certainty at this time
and
as such raise substantial doubt as to the Company’s ability to continue as a
going concern. Since inception, the Company has satisfied its capital needs
through debt and equity financings and expects to fund the Company from these
sources until profitability is achieved. There can be no assurance that funds
will be available at terms favorable to the Company or that future profitability
can be achieved.
Results
of Operations
Three
Months Ended September 30, 2007 Compared to Three Months Ended September 30,
2006
Selected
Financial Information
|
|
Three Months Ended September 30,
|
|
Increase
|
|
|
|
|
|
2007
|
|
2006
|
|
(Decrease)
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Statements
of Operations
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
159,826
|
|
$
|
87,395
|
|
$
|
72,431
|
|
|
82.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling
expenses
|
|
|
42,688
|
|
|
23,205
|
|
|
19,483
|
|
|
84.0
|
%
|
Research
and development
|
|
|
118,768
|
|
|
83,136
|
|
|
35,632
|
|
|
42.9
|
%
|
General
and administrative expenses
|
|
|
467,255
|
|
|
317,923
|
|
|
149,332
|
|
|
47.0
|
%
|
Interest
expense
|
|
|
238,566
|
|
|
69,003
|
|
|
169,563
|
|
|
245.7
|
%
|
Total
expenses
|
|
|
867,277
|
|
|
493,267
|
|
|
374,010
|
|
|
75.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
(loss)
|
|
$
|
(707,451
|
)
|
$
|
(405,872
|
)
|
$
|
301,579
|
|
|
74.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
(loss) per basic and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
Revenues
for the quarter ended September 30, 2007 increased $72,431, 82.9%, to $159,826
compared to $87,395 for the quarter ended September 30, 2006. The primary reason
for the revenue increase was an approximate $30,000 increase in the sale of
our
existing StatLIA software plus an approximate $35,000 increase in validation
revenue related to certifying that software. We anticipate that revenue will
decline for the next quarter as our customers are anticipating the release
of
our upgraded version of the StatLIA software to an enterprise level during
the
first half of calendar year 2008.
Selling
Expenses
Selling
expenses increased by $19,483, 84.0%, to $42,688 for the three months ended
September 30, 2007 from $23,205 for the three months ended September 30, 2006.
This increase was primarily due to an increase of one additional sales person
during the current fiscal quarter.
Research
and Development Expenses
Research
and development expenses increased by $35,632, 42.9%, to $118,768 for the three
months ended September 30, 2007 from $83,136 for the three months ended
September 30, 2006. This increase was primarily due to an increase in software
engineers to complete the upgrade of our StatLIA software to an enterprise
version.
General
and Administrative Expenses
General
and administrative expenses increased by $149,332, 47.0%, to $467,255 for the
quarter ended September 30, 2007 from $317,923 for the quarter ended September
30, 2006. The primary reasons for the increase were approximately $96,000
increase in personnel to ramp up for the anticipated release of our StatLIA
software to an enterprise version during the first half of calendar year 2008,
approximately $34,000 related to our investor relations program, and
approximately $21,000 related to travel and trade show
presentations.
Interest
Expense
Interest
expense increased by $169,563, 245.7% increase, to $238,566 for the quarter
ended September 30, 2007 from $69,003 for the quarter ended September 30, 2006.
The primary reason for the increase in interest was a result of the issuance
of
8% convertible debentures and the issuance of secured bridge loans.
Capital
Resources
|
|
As
of
|
|
Increase
|
|
|
|
September 30, 2007
|
|
June 30, 2007
|
|
(Decrease)
|
|
Working
Capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
assets
|
|
$
|
349,991
|
|
$
|
250,218
|
|
$
|
99,773
|
|
Current
liabilities
|
|
|
3,479,331
|
|
|
1,929,861
|
|
|
1,549,470
|
|
Working
capital deficit
|
|
$
|
(3,129,340
|
)
|
$
|
(1,679,643
|
)
|
$
|
1,449,697
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term
debt
|
|
$
|
541,186
|
|
$
|
1,381,629
|
|
$
|
(840,443
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders'
deficit
|
|
$
|
(3,498,455
|
)
|
$
|
(2,875,965
|
)
|
$
|
622,490
|
|
|
|
Quarter Ended September 30,
|
|
Increase
|
|
|
|
2007
|
|
2006
|
|
(Decrease)
|
|
Statements
of Cash Flows Select Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash provided (used) by:
|
|
|
|
|
|
|
|
Operating
activities
|
|
$
|
(562,052
|
)
|
$
|
(1,804,748
|
)
|
$
|
(1,242,696
|
)
|
Investing
activities
|
|
$
|
(9,956
|
)
|
$
|
(130,805
|
)
|
$
|
(120,849
|
)
|
Financing
activities
|
|
$
|
498,192
|
|
$
|
1,871,057
|
|
$
|
(1,372,865
|
)
|
|
|
As
of
|
|
Increase
|
|
|
|
September 30, 2007
|
|
June 30, 2007
|
|
(Decrease)
|
|
Balance
Sheet Select Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents
|
|
$
|
11,200
|
|
$
|
85,016
|
|
$
|
(73,816
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Accounts
receivable
|
|
$
|
148,842
|
|
$
|
75,283
|
|
$
|
73,559
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts
payable and accrued expenses
|
|
$
|
1,574,193
|
|
$
|
1,382,875
|
|
$
|
191,318
|
|
Liquidity
Brendan
has historically financed its operations through debt and equity financings.
At
September 30, 2007, we had cash holdings of $11,200, a decrease of $73,816
compared to June 30, 2007. Our net working capital deficit at September 30,
2007, was $3,129,340 compared to $1,679,643 as of June 30, 2007.
These
financial statements have been prepared on a going concern basis. However,
during the three months ended September 30, 2007 and the year ended June 30,
2007, the Company incurred net losses of $707,451 and $2,110,698, respectively,
and had an accumulated deficit of $9,059,858 and $8,352,407, at September 30,
2007 and June 30, 2007, respectively. The Company’s ability to continue as a
going concern is dependent upon its ability to generate profitable operations
in
the future and/or to obtain the necessary financing to meet its obligations
and
repay its liabilities arising from normal business operations when they come
due. The outcome of these matters cannot be predicted with any certainty at
this
time. Since inception, the Company has satisfied its capital needs through
debt
and equity financings. During the three months ended September 30, 2007, the
Company issued $555,000 of 15% secured bridge loans, net of costs amounting
to
$45,000.
Management
plans to continue to provide for its capital needs during the twelve months
ending September 30, 2008, by increasing sales through the continued development
of its products and by debt and/or equity financings. These financial statements
do not include any adjustments to the amounts and classification of assets
and
liabilities that may be necessary should the Company be unable to continue
as a
going concern.
Recent
Accounting Pronouncements
In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities”. This Statement permits entities to
choose to measure many financial assets and financial liabilities at fair value.
Unrealized gains and losses on items for which the fair value option has been
elected are reported in earnings. SFAS No. 159 is effective for fiscal years
beginning after November 15, 2007, which for us will be the fiscal year
beginning April 1, 2008. We are currently assessing the impact of SFAS No.
159
on our financial position and results of operations.
In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measures”.
This Statement defines fair value, establishes a framework for measuring fair
value in generally GAAP, expands disclosures about
fair
value measurements, and applies under other accounting pronouncements that
require or permit fair value measurements. SFAS No. 157 does not
require any new fair value measurements. However, the FASB anticipates that
for
some entities, the application of SFAS No. 157 will change current
practice. SFAS No. 157 is effective for financial statements issued for fiscal
years beginning after November 15, 2007, which for us will be the fiscal
year beginning April 1, 2008. We are currently evaluating the impact of
SFAS No. 157 but do not expect that it will have a material impact on
our financial statements.
ITEM
3. CONTROLS AND PROCEDURES.
(a) |
Evaluation
of disclosure controls and procedures. Our Chief Executive Officer
and
Principal Financial Officer, after evaluating the effectiveness of
our
"disclosure controls and procedures" (as defined in the Securities
Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end
of the
period covered by this Quarterly Report on Form 10-QSB (the "Evaluation
Date"), have concluded that as of the Evaluation Date, our disclosure
controls and procedures are effective to provide reasonable assurance
that
information we are required to disclose in reports that we file or
submit
under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the Securities and Exchange
Commission rules and forms, and that such information is accumulated
and
communicated to our management, including our Chief Executive Officer
and
Principal Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure.
|
(b) |
Changes
in internal control over financial reporting. There were no significant
changes in our internal control over financial reporting during our
most
recent fiscal quarter that materially affected, or were reasonably
likely
to materially affect, our internal control over financial
reporting.
|
PART
II. OTHER
INFORMATION
ITEM
6. EXHIBITS.
Exhibit
No.
|
|
Title
|
|
|
|
31.1
|
|
302
Certification of John R. Dunn II, Chief Executive
Officer
|
31.2
|
|
302
Certification of Lowell W. Giffhorn, Chief Financial
Officer
|
32.1
|
|
906
Certification of John R. Dunn II, Chief Executive
Officer
|
32.2
|
|
906
Certification of Lowell W. Giffhorn, Chief Financial
Officer
|
SIGNATURES
In
accordance with the requirements of the Exchange Act, the registrant caused
this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
BRENDAN
TECHNOLOGIES, INC.
a
Nevada
corporation
Date:
November 14, 2007
|
By:
|
/s/
JOHN R. DUNN II
|
|
John
R. Dunn II
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Chief
Executive Officer
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(Principal
Executive and duly authorized
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to
sign on behalf of the Registrant)
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