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| BLUD > SEC Filings for BLUD > Form 8-K/A on 20-Oct-2008 | All Recent SEC Filings |
20-Oct-2008
Financial Statements and Exhibits
(a) Financial Statements of BioArray Solutions, Ltd.:
INDEPENDENT AUDITOR'S REPORT
FINANCIAL STATEMENTS:
Balance Sheets as of June 30, 2008 (Unaudited) and December 31, 2007
Statements of Operations for the six months ended June 30, 2008 and June 30, 2007 (Unaudited) and for the year ended December 31, 2007
Statements of Stockholders' Equity (Deficit) for the six months ended June 30, 2008 (Unaudited) and for the year ended December 31, 2007
Statements of Cash Flows for the six months ended June 30, 2008 and June 30, 2007 (Unaudited) and for the year ended December 31, 2007
Notes to Financial Statements June 30, 2008 and 2007 (Unaudited) and December 31, 2007
(b) Unaudited Pro Forma Combined Condensed Consolidated Financial Statements:
UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:
Unaudited Pro Forma Combined Condensed Consolidated Balance Sheet as of May 31, 2008
Unaudited Pro Forma Combined Condensed Consolidated Statement of Income for the year ended May 31, 2008
Notes to Unaudited Pro Forma Combined Condensed Consolidated Financial
Statements
(d) Exhibits.
Exhibit No. Description
23.1 Consent of Amper, Politziner & Mattia, LLP
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To the Board of Directors
BioArray Solutions, Ltd.
We have audited the accompanying balance sheet of BioArray Solutions, Ltd. (the "Company") as of December 31, 2007 and the related statements of operations, stockholders' equity, comprehensive loss, and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company's internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of BioArray Solutions, Ltd. as of December 31, 2007, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming BioArray Solution, Ltd. will continue as a going concern. As more fully described in Note 1, the Company has recurring net losses, and is in the process of seeking additional capital. The company has entered into a plan of merger with a public company-See note 12. The Company has not secured sufficient capital to fund its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.
July 29, 2008
Edison, New Jersey
BIOARRAY SOLUTIONS, LTD.
BALANCE SHEETS
ASSETS
June 30, December 31,
2008 2007
(Unaudited)
Current Assets
Cash and cash equivalents $ 7,322,727 $ 13,747,947
Short-term investments 255,912 242,778
Accounts receivable, net of allowance for doubtful
accounts of $15,000 in 2008 and 2007 286,588 239,980
Inventory 731,504 872,109
Prepaid expenses and other current assets 6,000 3,780
8,602,731 15,106,594
Property and equipment, net 1,716,642 1,679,049
Intellectual property, net of accumulated
amortization 147,617 171,921
Security deposits 84,450 84,450
$ 10,551,440 $ 17,042,014
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Cash Overdraft $ - $ -
Accrued expenses 619,373 901,206
Accounts payable 126,482 133,429
Total Current Liabilities 745,855 1,034,635
Commitments and contingencies
Stockholders' Equity
Series A convertible preferred stock, $.01 par
value, 12,000,000 shares authorized, 4,055,558
shares issued and outstanding; liquidation
preference $2.25 per share. 9,125,000 9,125,000
Series B convertible preferred stock, $.01 par
value, 4,400,000 shares authorized, issued and
outstanding; liquidation preference $0.50 per share. 2,155,033 2,155,033
Series C convertible preferred stock, $.01 par
value, 48,000,000 shares authorized, 22,940,000
shares issued and outstanding; liquidation
preference $0.50 per share. 10,871,918 10,871,918
Series D convertible preferred stock, $.01 par
value, 24,500,000 shares authorized, 21,680,754
shares issued and outstanding; liquidation
preference $0.50 per share. 10,495,951 10,495,951
Series E convertible preferred stock, $.01 par
value, 52,000,000 shares authorized, 51,269,167
shares issued and outstanding; liquidation
preference $0.50 per share. 24,758,617 24,758,617
Common stock, $.01 par value, 200,000,000 shares
authorized 34,642,655 and 34,594,145 shares issued,
34,603,905 and 34,555,395 outstanding at June 30,
2008 and December 31, 2007, respectively 345,999 345,514
Additional paid-in-capital 8,469,037 8,318,910
Note receivable - officer (473,509 ) (473,509 )
Accumulated other comprehensive loss - unrealized
loss on available for sale securities (40,420 ) (36,420 )
Accumulated deficit (55,901,653 ) (49,553,247 )
Treasury stock, 38,750 common shares, at cost (388 ) (388 )
Total Stockholders' Equity 9,805,585 16,007,378
$ 10,551,440 $ 17,042,014
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BIOARRAY SOLUTIONS, LTD.
STATEMENTS OF OPERATIONS
Six Months Six Months Year ended
Ended June 30, Ended June 30, December 31,
2008 2007 2007
(Unaudited) (Unaudited)
Net revenues $ 1,175,658 $ 490,923 $ 1,219,803
Cost of Sales
Cost of goods sold 386,201 162,916 425,132
Production costs 273,814 201,710 458,420
Depreciation of AIS instruments 140,097 66,314 170,834
Total Cost of sales 800,112 430,941 1,054,386
Gross profit 375,546 59,982 165,417
Costs and expenses
Research and development 1,882,354 1,608,475 3,467,062
Sales and marketing 1,257,968 1,543,990 3,070,565
General and administrative 2,902,532 1,696,454 3,662,758
Non-cash compensation expense 221,456 226,577 1,087,899
Intellectual property costs 436,894 389,147 794,053
Depreciation and amortization 219,887 261,175 540,736
Total Costs and Expenses 6,921,091 5,725,817 12,623,073
Loss From Operations (6,545,545 ) (5,665,836 ) (12,457,656 )
Other income (expense)
Investment income 197,139 13,349 233,349
Interest expense - - (732 )
197,139 13,349 232,617
Loss before income tax benefit (6,348,406 ) (5,652,486 ) (12,225,039 )
Income tax benefit - sale of New Jersey
net operating losses - - 467,521
Net loss (6,348,406 ) (5,652,486 ) (11,757,518 )
Deemed dividend to Series E preferred
stockholders - issuance of warrants - - 136,095
Net loss available to common
stockholders $ (6,348,406 ) $ (5,652,486 ) $ (11,893,613 )
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BIOARRAY SOLUTIONS, LTD.
STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEAR ENDED DECEMBER 31, 2007 and the six months ended June 30, 2008
(unaudited)
Series A Series B Series C Series D Series E Accumulated
Convertible Convertible Convertible Convertible Convertible Additional Note Other Treasury Total
Preferred Stock Preferred Stock Preferred Stock Preferred Stock Preferred Stock Common Stock Paid-in Receivable Comprehensive Accumulated Stock Stockholders'
Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Capital Officer Loss Deficit (at Cost) Equity
Balance
December 31,
2006 4,055,558 9,125,000 4,400,000 2,155,033 22,940,000 10,871,918 21,680,754 10,495,951 - - 32,474,542 324,318 7,283,319 - (150,518 ) (37,795,729 ) (388 ) 2,308,904
Stock
options
exercised,
net of note
receivable -
officer 2,119,603 21,196 281,020 (473,509 ) (171,293)
Compensation
expense
related to
employee
options 725,662 725,662
Compensation
expense
related to
consultant
options
and warrants 28,909 28,909
Issuance of
Series E
preferred
stock
pursuant to
employment
agreements 346,658 173,329 173,329
Issuance of
Series E
preferred
stock to
consultant
for services
and stock
placement
agency fee 515,000 120,000 120,000
Issuance of
Series E
preferred
stock to
investors,
net of
direct costs
of approx
$738,000 50,407,507 24,465,288 24,465,288
Unrealized
gain on
available
for sale
securities 114,098 114,098
Net Loss -
year ended
December 31,
2007 (11,757,518 ) (11,757,518)
Balance
December 31,
2007 4,055,558 9,125,000 4,400,000 2,155,033 22,940,000 10,871,918 21,680,754 10,495,951 51,269,165 24,758,617 34,594,145 345,514 8,318,910 (473,509 ) (36,420 ) (49,553,247 ) (388 ) 16,007,379
Stock
options
exercised 48,510 485 8,673 9,158
Compensation
expense
related to
employee
options 132,304 132,304
Compensation
expense
related to
consultant
options and
warrants 9,150 9,150
Unrealized
loss on
available
for sale
securities (4,000 ) (4,000)
Net loss -
six months
ended
June 30,
2008 (6,348,406 ) (6,348,406)
Balance
June 30,
2008
(unaudited) 4,055,558 $ 9,125,000 4,400,000 $ 2,155,033 22,940,000 $ 10,871,918 21,680,754 $ 10,495,951 51,269,165 $ 24,758,617 34,642,655 $ 345,999 $ 8,469,037 $ (473,509 ) $ (40,420 ) $ (55,901,653 ) $ (388 ) $ 9,805,585
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