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AMENDMENT NO. 1
TO
FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarterly period ended March 31, 1998
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OR
[_] Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the transition period from _______________ to _______________
Commission file number 0-21384
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KAIRE HOLDINGS INCORPORATED
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(Exact name of registrant as specified in its charter)
Delaware 13-3367421
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(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
2139 Pontius Avenue, Los Angeles, California 90025
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(Address of principal executive offices) (Zip Code)
Registrant's Telephone number, including area code: (310) 312-9652
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INTERACTIVE MEDICAL TECHNOLOGIES LTD.
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(former, name, address and former fiscal year, if changed since last report)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 past 90 days. Yes No X
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State the number of shares outstanding of each of the Registrant's classes of
common stock, as of the latest practicable date.
Outstanding at
Class of Common Stock March 31, 1998
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$.075 par value 4,371,650 shares
Transitional Small Business Disclosure Format Yes No X
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KAIRE HOLDINGS INCORPORATED AND SUBSIDARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Quarters Ended March 31,
<TABLE>
<CAPTION>
(Unaudited) (Unaudited)
1997 1998
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<S> <C> <C>
Cash flows from operating activities
Net Loss $ (878,446) $ (423,712)
Adjustments to reconcile net loss to net cash
used in operating activities:
Amortization and Depreciation 136,121 18,513
Common stock issued for services
Common stock issued for interest on notes 6,205
Compensation expenses related to below-market stock
Options granted
(Increase) decrease in:
Accounts receivable (21,635) (26,711)
Lease receivable (90,591) -
Prepaid expenses and other assets
Inventories (808)
Increase (decrease) in:
Accounts payable and accrued expenses 43,506 156,818
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Net cash used in operating activities (811,045) (275,085)
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Cash flows from investing activities
Purchase of furniture and equipment (2,499) -
Investment in affiliates (10,000) -
Net cash used in investing activities (12,499) -
Cash flows from financing activities
Payments on notes payable (2,000) -
Proceeds from issuance of common stock 450,000 200,078
Proceeds from issuance of convertible notes 427,320 60,000
Net cash provided by financing activities 875,320 260,078
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</TABLE>
The accompanying notes are an integral part of these financial statements.
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believes that the disclosures in these financial statements are adequate to make
the information presented therein not misleading. It is suggested that these
condensed financial statements and notes thereto be read in conjunction with the
financial statements and the notes thereto included in the Company's December
31, 1997 Form 10-KSB.
The results of operations for the three months ended March 31, 1998 are
not necessarily indicative of the results of operations to be expected for
the full fiscal year ending December 31, 1998.
Income Taxes
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The Company utilizes SFAS No. 109, "Accounting for Income Taxes," which
requires the recognition of deferred tax assets and liabilities for the expected
future tax consequences of events that have been included in the financial
statements or tax returns. Under this method, deferred income taxes are
recognized for the tax consequences in future years of differences between the
tax bases of assets and liabilities and their financial reporting amounts at
each period end based on enacted tax laws and statutory tax rates applicable to
the periods in which the differences are expected to affect taxable income.
Valuation allowances are established, when necessary, to reduce deferred tax
assets to the amount expected to be realized. The provision for income taxes
represents the tax payable for the period and the change during the period in
deferred tax assets and liabilities.
Fair Value of Financial Instruments
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The Company measures its financial assets and liabilities in accordance
with generally accepted accounting principles. For certain of the Company's
financial instruments, including cash and cash equivalents and accounts payable
and accrued liabilities, the carrying amounts approximate fair value due to
their short maturities. The amounts shown for notes payable also approximate
fair value because current interest rates offered to the Company for debt of
similar maturities are substantially the same.
Stock Split
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On or about February 19, 1998, the Company effected a 1-for-75 reverse
stock split of its common stock. All share and per share data have been
retroactively restated to reflect this stock split.
Stock Options
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SFAS No. 123, "Accounting for Stock-Based Compensation," establishes and
encourages the use of the fair value based method of accounting for stock-based
compensation arrangements under which compensation cost is determined using the
fair value of stock-based compensation determined as of the date of grant and is
recognized over the periods in which the related services are rendered. The
statement also permits companies to elect to continue using the current implicit
value accounting method specified in Accounting Principles Bulletin ("APB")
Opinion No. 25,
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SIGNATURES
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Pursuant to the requirements of Section 13 or 15(d) 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.
KAIRE HOLDINGS INCORPORATED.
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(Registrant)
Date: March 4, 1999 By: /s/ STEVEN R. WESTLUND
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Steven Westlund
(Chief Executive Officer)
Date: March 4, 1999 By: /s/ PETER T. BENZ
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Peter T. Benz
(President)
Date: March 4, 1999 By: /s/ OWEN M. NACCARATO
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Owen M. Naccarato
(Chief Financial Officer)
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