UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended September 30, 2006
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 000-31187
INTELGENX TECHNOLOGIES CORP.
Delaware | 87-0638336 |
(State or other jurisdiction of | (I.R.S. Employer Identification No.) |
incorporation or organization) |
6425 Abrams, Ville Saint Laurent, Quebec H4S 1X9, Canada
(514) 331-7440
(Former Name, former Address, if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12months (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 [ ]
The number of shares outstanding of the issuer's common equity, as of the latest practicable date. (November 16, 2006
) Class A 16,007,489Check whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange Act. Yes [ ] No [X]
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
IntelGenx Technologies Corp. | ||
Form 10-QSB | ||
TABLE OF CONTENTS | ||
PART I. FINANCIAL INFORMATION | ||
Item 1. | Financial Statements | 3 |
Consolidated Balance Sheet | 4 | |
Statement of Shareholders Equity | 5 | |
Statement of Operations and Comprehensive Loss | 7 | |
Statement of Cash Flows | 8 | |
Notes to Financial Statements | 9 | |
Item 2. | Management's Discussion and Analysis and Results of Operations | 14 |
Item 3. | Controls and Procedures | 18 |
PART II. OTHER INFORMATION | ||
Item 1. | Legal Proceedings | 18 |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 18 |
Item 3. | Defaults upon Senior Securities | 18 |
Item 4. | Submission of Matters to a Vote of Security Holders | 18 |
Item 5. | Other Information | 19 |
Item 6. | Exhibits | 19 |
Signatures | 20 |
On August 10, 2006, pursuant to a vote by our shareholders,
we changed our corporate name from Big Flash Corp. to IntelGenx Technologies
Corp. PART I Item 1.
The accompanying unaudited balance sheets of IntelGenx Technologies Corporation at September 30, 2006 and (audited) December 31, 2005, related unaudited statements of operations, stockholders' equity (deficit) and cash flows for the nine months ended September 30, 2006 and 2005 and statements of operations for the three month ended September 30, 2006 and 2005 have been prepared by management in conformity with accounting principles generally accepted in the United States. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the period ended September 30, 2006, are not necessarily indicative of the results that can be expected for the fiscal year ending December 31, 2006 or any other subsequent period.
IntelGenx Technologies Corp. Consolidated Balance Sheet
(Formerly Big Flash Corporation)
(Expressed in U.S. Funds)
September 30, |
December 31, |
|||
|
2006 |
|
2005 |
|
(Unaudited) |
|
|
||
Assets |
|
|
|
|
Current |
|
|
|
|
Cash |
$ |
468,826 |
$ |
10,938 |
Accounts receivable |
|
102,720 |
|
5,858 |
Income taxes recoverable |
|
9,792 |
|
9,400 |
Prepaid expenses |
|
103,592 |
|
3,186 |
Investment tax credits receivable |
|
94,664 |
|
69,576 |
|
779,594 |
|
98,958 |
|
Property and Equipment |
|
163,592 |
|
100,176 |
$ |
943,186 |
$ |
199,134 |
|
Liabilities |
|
|
|
|
Current |
|
|
|
|
Accounts payable and accrued liabilities |
|
149,345 |
|
67,322 |
Current maturity of long-term debt |
|
12,540 |
|
14,000 |
|
161,885 |
|
81,322 |
|
Loan Payable, Shareholder |
|
89,850 |
|
86,253 |
Long-Term Debt (note 5) |
|
105,095 |
|
63,386 |
Shareholders' Equity (Deficiency) |
|
|
|
|
Capital Stock (note 6) |
|
925,748 |
|
77 |
Additional Paid-in-Capital (note 7) |
|
69,420 |
|
- |
Accumulated Other Comprehensive Income |
|
4,768 |
|
4,825 |
Accumulated Deficit |
|
(413,580) |
|
(36,729) |
|
586,356 |
|
(31,827) | |
$ |
943,186 |
$ |
199,134 |
See accompanying notes
Approved on Behalf of the Board:
___________________________Director
___________________________Director
- 4 -
IntelGenx Technologies Corp. Consolidated Statement of Shareholders' Equity Accumulated Additional Total Capital Stock Paid-In Comprehensive Accumulated Shareholders' Number Amount Capital Deficit Equity 10,000 $ 77 $ - $ 4,825 $ $ - - - 10,991,000 77 - - - 77 3,191,489 792,421 - - 792,421 1,825,000 133,250 - - - 133,250 - - - - (57) - - 19,420 - - 19,420 - - 50,000 - 50,000 - - - - 16,007,489 $ 925,748 $ 69,420 $ 4,768 $ $ 586,356 - 5 - IntelGenx Technologies Corp. Consolidated Statement of Shareholders' Equity Accumulated Accumulated Retained Earnings Other during the Total Capital Stock Comprehensive Development Shareholders' Number Amount Income Stage Equity 10,000 $ 77 $ 6,493 $ 88,791 $ 95,361 - - 2,289 - 2,289 - - - 10,000 $ 77 $ 8,782 $ 15,671 $ 24,530 - 6 -
(Formerly Big Flash Corporation)
For the Period Ended September 30, 2006
(Expressed in U.S. Funds)
(Unaudited)
Other
Income
Balance - December 31, 2005
(36,729)
(31,827)
March 9, 2006 - recall and cancellation of
issued shares
(10,000)
(77)
(77)
March 9, 2006 - issue of common shares
April 28, 2006 - issue of common shares
April 28, 2006 - asset acquired (note 1)
Foreign currency translation adjustment for
the period
(57)
Warrants issued
Stock options issued
Net loss for
the period
(376,851)
(376,851)
Balance - September 30, 2006
(413,580)
See accompanying notes
(Formerly Big Flash Corporation)
For the Period Ended September 30, 2005
(Expressed in U.S. Funds)
(Unaudited)
Balance - December 31, 2004
Foreign currency translation adjustment for the
period
Net loss for the period
(73,120)
(73,120)
Balance -
September 30, 2005
See accompanying notes
IntelGenx Technologies Corp.
(Formerly Big Flash Corporation)
Consolidated Statement of Operations and Comprehensive Loss
(Expressed in U.S. Funds)
(Unaudited)
Three-Month Period |
|
Nine-Month Period |
||||
ended September 30 |
|
ended September 30 |
||||
2006 |
2005 |
|
2006 |
|
2005 |
|
Revenue |
$ 17,298 |
$ - |
|
$ 205,984 |
|
$- |
Expenses |
|
|
|
|
|
|
Research and development |
128,937 |
5,180 |
|
368,638 |
|
40,351 |
Administrative salaries |
80,100 |
849 |
|
110,254 |
|
16,809 |
Travel |
5,841 |
(56) |
|
16,706 |
|
436 |
Advertising and promotion |
1,460 |
253 |
|
3,342 |
|
253 |
Telecommunications |
1,968 |
542 |
|
5,268 |
|
1,831 |
Professional fees |
14,180 |
46 |
|
20,824 |
|
1,422 |
Office and general |
4,535 |
501 |
|
12,561 |
|
4,135 |
Taxes and insurance |
1,048 |
840 |
|
2,397 |
|
2,224 |
Rent |
6,804 |
6,197 |
|
20,961 |
|
17,388 |
Interest and bank charges |
254 |
198 |
|
926 |
|
1,667 |
Interest and financing fees on long-term |
|
|
|
|
|
|
debt and loan payable, shareholder |
4,173 |
2,096 |
|
31,378 |
|
4,202 |
Amortization-laboratory and office equipment |
5,748 |
5,429 |
|
20,539 |
|
14,656 |
Amortization - leasehold improvements |
2,815 |
1,105 |
|
5,126 |
|
2,984 |
Amortization - computer equipment |
776 |
351 |
|
1,239 |
|
949 |
Foreign exchange |
55 |
(377) |
|
897 |
|
(313) |
Investor relations services |
33,312 |
- |
|
33,312 |
|
- |
Research and development tax credits |
(25,434) | (1,305) |
|
(71,533) |
|
(25,867) |
266,572 |
21,849 |
|
582,835 |
|
83,127 |
|
Loss Before Income Taxes | (249,274) | (21,849) |
|
(376,851) |
|
(83,127) |
|
|
|
|
|
|
|
Income taxes - current |
|
- |
|
- |
|
(10,007) |
Net Loss | (249,274) | (21,849) |
|
(376,851) |
|
(73,120) |
Other Comprehensive Income (Loss) |
|
|
|
|
|
|
Foreign currency translation adjustment | (358) |
4,154 |
|
(57) |
|
2,289 |
Comprehensive Loss | $(248,916) | $(17,695) | $(376,794) |
|
$(70,831) | |
|
|
|
|
|
|
|
Basic Weighted Average Number of |
|
|
|
|
|
|
Shares Outstanding |
16,007,489 |
10,991,000 |
13,777,938 |
|
10,991,000 |
|
Basic and Diluted Loss |
|
|
|
|
|
|
Per Common Share (note 9) |
(0.02) |
- |
|
(0.03) |
|
- |
See accompanying notes |
- 7 -
IntelGenx Technologies Corp.
(Formerly Big Flash Corporation)
Statement of Cash Flows
(Expressed in U.S. Funds)
(Unaudited)
|
Nine-Month Period |
||
|
ended September 30 |
||
|
2006 |
2005 |
|
Funds Provided (Used) - |
|
|
|
Operating Activities |
|
|
|
|
|
|
|
Net loss |
$ |
(376,851) | $ (73,120) |
Amortization |
|
26,904 |
18,589 |
Investor relations services |
|
33,312 |
- |
Financing fee paid in warrants |
|
19,420 |
- |
Share-based compensation |
|
50,000 |
- |
|
(247,215) | (54,531) | |
Changes in non-cash operating elements |
|
|
|
of working capital |
|
(39,954) | (11,235) |
|
(287,169) | (65,766) | |
Financing Activities |
|
|
|
Bank indebtedness |
|
- |
26,787 |
Increase in long-term debt |
|
53,754 |
- |
Repayment of long term debt |
|
(16,724) |
- |
Loan payable, shareholder |
|
- |
33,968 |
Issue of capital stock (note 6) |
|
1,341,750 |
- |
Transaction costs (note 6) |
|
(549,329) |
- |
|
829,451 |
60,755 |
|
Investing Activities |
|
|
|
Additions to property and equipment |
|
(86,155) | (1,266) |
Increase (Decrease) in Cash |
|
456,127 |
(6,277) |
Effect of Foreign Exchange on Cash Balance |
|
1,761 |
(204) |
|
|
|
|
Cash |
|
|
|
Beginning of Period |
|
10,938 |
6,481 |
End of Period |
$ |
468,826 |
$ - |
See accompanying notes |
|
|
|
- 8 -
IntelGenx Technologies Corp.
(Formerly Big Flash Corporation)
Notes to Consolidated Interim Financial Statements
September 30, 2006
(Expressed in U.S. Funds)
(Unaudited)
1.
Basis of Presentation and Reorganization of the CorporationBasis of Presentation
The accompanying unaudited financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and item 310(b) of Regulation S-B and are prepared using the same accounting policies as outlined in note 3 of IntelGenx Corp. financial statements for the year ended December 31, 2005 and 2004 except for those discussed in note 4 below. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2006 are not necessarily indicative of the results that may be expected for the year ended December 31, 2006. The unaudited financial statements should be read in conjunction with the financial statements and notes thereto included in the IntelGenx Corp. audited financial statements for the years ended December 31, 2005 and 2004.
Reorganization of the Corporation
On April 28, 2006, IntelGenx Corp. entered into a share exchange agreement with IntelGenx Technologies Corp. (formerly Big Flash Corporation), an inactive public shell company, for the acquisition by IntelGenx Technologies Corp. of all the issued and outstanding shares of IntelGenx Corp.
Under accounting principles generally accepted in the United States, the share exchange is considered to be a capital transaction in substance, rather than a business combination. That is, the share exchange is equivalent to the issuance of stock by IntelGenx Corp. for the net monetary assets of IntelGenx Technologies Corp. accompanied by a recapitalization, and is accounted for as a change in capital structure. Accordingly, the accounting for the share exchange is identical to that resulting from a reverse acquisition, except no goodwill is recorded. Under reverse takeover accounting, the post reverse acquisition comparative historical financial statements of the legal acquirer, IntelGenx Technologies Corp., are those of the legal acquiree, IntelGenx Corp., which is considered to be the accounting acquirer. All of the IntelGenx Corp. shares, through a series of exchanges, were exchanged for shares of IntelGenx Technologies Corp. common shares and/or exchangeable shares of 6544361 Canada Inc. a wholly-owned subsidiary of IntelGenx Technologies Corp. The exchangeable shares are exchangeable for common shares of IntelGenx Technologies Corp. on a one for one basis. Until such time as the holders of the exchangeable shares wish to exchange their shares for IntelGenx Technologies Corp. shares, the IntelGenx Technologies Corp. shares are held in trust by a trustee on behalf of the exchangeable shareholders. The trustee shall be entitled to the voting rights in IntelGenx Technologies Corp. stated in the terms of the exchange and voting agreement and shall exercise these voting rights according to the instructions of the holders of the exchangeable shares on a basis of one vote for every exchangeable share held. These financial statements reflect the accounts of the balance sheets, the results of operations and the cash flows of IntelGenx Corp. at their carrying amounts, since it is deemed to be the accounting acquirer.
- 9 -
IntelGenx Technologies Corp.
(Formerly Big Flash Corporation)
Notes to Consolidated Interim Financial Statements
September 30, 2006
(Expressed in U.S. Funds)
(Unaudited)
1.
Basis of Presentation and Reorganization of the Corporation (Cont'd)The results of operations, the cash flows and the assets and liabilities of IntelGenx Technologies Corp. have been included in these consolidated financial statements since April 28, 2006, the acquisition date. Amounts reported for the periods prior to April 28, 2006 are those of IntelGenx Corp.
The fair value assigned to the asset of IntelGenx Technologies Corp. acquired on April 28, 2006 is as follows:
Asset
Prepaid investor relations services | $ | 133,250 |
Asset Acquired |
$ | 133,250 |
As part of the transaction, a shareholder of IntelGenx Technologies Corp. forgave the due to shareholder and related interest payable amounting to $23,160 and IntelGenx Technologies Corp. issued 325,000 common shares in consideration of investor relations services to be rendered.
2. Going Concern
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company has reported a net loss of $413,580 from inception (June 15, 2003) to September 30, 2006. The Company has reported deficient cash flows from operating activities of $428,981 from inception (June 15, 2003) to September 30, 2006. To date, these losses and cash flow deficiencies have been financed principally through long-term debt, debt from related parties and common shares issuance. Additional capital and/or borrowings will be necessary in order for the Company to continue in existence until attaining and sustaining profitable operations.
Management has continued to develop a strategic plan to develop a management team, maintain reporting compliance and establish contracts with pharmaceutical companies. Management anticipates generating revenue through development contracts during the year. Should the Company be unable to continue as a going concern, it may be unable to realize the carrying value of its assets and to meet its liabilities as they become due.
3.
Nature of BusinessThe Company specializes in the development of pharmaceutical products in co-operation with various pharmaceutical companies. Prior to March 31, 2006, the Company was in the development stage and its efforts were focused on establishing contracts with pharmaceutical companies and the development of
pharmaceutical products. The Company completed the development stage of its operations when the Company commenced consistently generating revenues from its operations in April 2006.- 10 -
IntelGenx Technologies Corp.
(Formerly Big Flash Corporation)
Notes to Consolidated Interim Financial Statements
September 30, 2006
(Expressed in U.S. Funds)
4.
Significant Accounting PoliciesShare-Based Payments
The Company accounts for share-based payments in accordance with the provisions of FAS 123R "Share-based payments (Revised)" and accordingly recognizes in its financial statements share-based payments at their fair value. In addition, it will recognize in the financial statements an expense based on the grant date fair value of stock options granted to employees. The expense will be recognized on a straight-line basis over the vesting period and the offsetting credit will be recorded in additional paid-in capital. Upon exercise of options, the consideration paid together with the amount previously recorded as additional paid-in capital will be recognized as capital stock. When options are forfeited because the service requirements are not met, any expense previously recorded is reversed in the period of forfeiture. The Company uses the Black-Scholes-Merton option pricing model to determine the fair value of the options.
5.
Long-Term DebtDuring the nine-month period ended September 30, 2006, the Company obtained an additional loan from Business Development Bank of Canada, of $53,754 bearing interest at the lender's prime rate plus 1.5% per annum, maturing in 2011 and payable in annual instalments of $8,550.
6.
Capital StockSeptember 30, , | December 31 | |||
2006 | 2005 | |||
Authorized without limit as to number and without par value - | ||||
common shares | ||||
Issued - | ||||
16,007,489 (2005 - 10,000) common shares | $ | 925,748 | $ | 77 |
On March 9, 2006, the Company recalled and cancelled its 10,000 issued and outstanding common shares and issued in exchange 10,991,000 common shares.
On April 28, 2006 IntelGenx Corp. issued 3,191,489 common shares for cash consideration of $1,341,750. The transaction costs related to the share issuance amounted to $549,329.
On the same date, IntelGenx Corp. completed a share exchange transaction with IntelGenx Technologies Corp. in which it acquired an asset of $133,250.
11
IntelGenx Technologies Corp.
(Formerly Big Flash Corporation)
Notes to Consolidated Interim Financial Statements
September 30, 2006
(Expressed in U.S. Funds)
7.
Additional Paid-In CapitalWarrants
During the nine-month period ended September 30, 2006, IntelGenx Technologies Corp. issued 100,000 stock purchase warrants exercisable into common shares at $0.41 per share which expire on April 28, 2008. The stock purchase warrants were issued in payment of a financing fee. The stock purchase warrants were accounted for at their fair value, as determined by the Black-Scholes-Merton valuation model, of $19,420, using the following assumptions:
Expected volatility | 85% |
Expected life | 2 years |
Risk-free interest rate | 3.91% |
Dividend yield | Nil |
As at September 30, 2006, no stock purchase warrants were exercised.
Stock options
On September 26, 2006, for the first time, the Company granted 225,000 stock options to certain of its directors to purchase common shares. The stock options are immediately exercisable at $0.41 per share and expire in five years. The Company is currently developing a stock option plan under which future grants would be made.
As a result of the grant, the Company recorded a compensation expense of $50,000 in the three month period ended September 30, 2006.
The stock options were accounted for at their fair value, as determined by the Black-Scholes valuation model, of $50,000, using the following assumptions:
2006 | |
Expected volatility | 88% |
Expected life | 2.5 years |
Risk-free interest rate | 4.78% |
Dividend yield | Nil |
Fair value of options at grant date | $ 0.22 |
As at September 30, 2006, no stock options were exercised.
12
IntelGenx Technologies Corp. Notes to Consolidated Interim Financial Statements 8.
(Formerly Big Flash Corporation)
September 30, 2006
(Expressed in U.S. Funds)
During the nine-month period ending September 30, 2006, the Company incurred
expenses of approximately $13,602 (2005 - $8,596) for laboratory equipment
leased from a shareholder and $4,305 (2005 - $3,849) for interest on the loan
payable shareholder.
The Company has entered into employment contracts with certain executives. For
the nine months ended September 30, 2006, the research and development expense
and the administrative salaries expense include $108,000 and $56,000
respectively paid to executives.
The transaction costs (see note 6) include approximately $95,000 paid to a
company controlled by an executive.
Included in accounts payable and accrued liabilities is approximately $26,000
(2005 - $43,000) payable to shareholders.
The above related party transactions have been measured at the exchange amount
which is the amount of the consideration established and agreed to by the
related parties.
9. Loss Per Share
Basic loss per share is calculated based on the weighted average number of shares outstanding during the period. The warrants and stock options have been excluded from the calculation of diluted loss per share since they are anti-dilutive.
10. Subsequent Events
On October 13, 2006, pursuant to the registration statement of September 15, 2006, IntelGenx Corp. filed an amended registration statement to allow certain stockholders to resell up to an aggregate of 5,116,489 common shares for estimated proceeds of up to $3,070,000.
13
Item 2: MANAGEMENTS
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following information should be read in conjunction with the financial
statements for the three and nine month periods ended September 30, 2006 and
notes thereto appearing elsewhere in this Form 10-QSB. On August 10, 2006,
pursuant to a vote by our shareholders, we changed our corporate name from Big
Flash Corp. to IntelGenx Technologies Corp. Unless otherwise indicated or the
context otherwise requires, the "Company" we," "us," and "our" and "Intelgenx"
refer to IntelGenx Technologies Corp. and its subsidiaries including IntelGenx
Corp. Overview Company Background IntelGenx is a drug delivery company established in 2003 and headquartered in
Montreal, Quebec, Canada, which focuses on the development of novel oral
immediate-release and controlled-release products for the generic pharmaceutical
market. IntelGenx's business strategy is to develop pharmaceutical products
based on its proprietary drug delivery technologies and then license commercial
rights for such products to pharmaceutical partners once the viability of a
product has been demonstrated. We expect a partner company will, in some cases,
fund development of the licensed products, complete the Food and Drug
Administration ("FDA") regulatory approval process relating to the licensed
products, and assume responsibility for marketing and distributing such
products. In addition, the Company anticipates that it may undertake full development
of certain products without seeking a partner until the product reaches the
marketing and distribution stage. The Company will assess the potential for
successful development of a product and associated costs, and then determine at
which stage it is most prudent to seek a partner, balancing such costs against
the potential for additional returns earned by partnering later in the
development process. The Company has also undertaken a strategy under which it will work with
pharmaceutical companies in order to develop new dosage forms in addition to
already existing ones for pharmaceutical products for which patent protection is
about to expire. Under §(505)(b)(2) of the Food, Drug & Cosmetics Act, FDA will
grant a market exclusivity of up to three years for such a new dosage form. The
Company anticipates significant returns from successfully obtaining market
exclusivity in this manner. The Company is currently continuing to develop the existing products in its
pipeline and may also perform research and development on other potential
products as the opportunities present themselves. The Company does not currently
plan to acquire a manufacturing facility. The Company currently purchases and or
leases, on an as-needed basis, the equipment necessary for performing research
and development activities related to its products. The Company will hire new personnel, primarily in the area of research and
development, on an as-needed basis as the Company enters into partnership
agreements and increases its research and development activities.
IntelGenx Corp. is reporting its financial results in U.S. dollar, therefore in
this MD&A, unless otherwise noted, all dollar amounts are expressed in U.S.
dollars.
14
Recent Developments On April 28, 2006, the Company entered into a Share Exchange Agreement,
whereby the Company, (through its wholly-owned subsidiary 6544361 Canada, Inc.,
a Canadian company) acquired 100% of the issued and outstanding common stock and
warrants of IntelGenx Corp., a Canadian corporation . Pursuant to the Share
Exchange Agreement, and several separate related agreements, the Company issued,
as consideration for the IntelGenx Corp. common stock, 14,507,489 shares of the
Companys common stock to various shareholders of IntelGenx Corp., along with
100,000 common stock purchase warrants to an IntelGenx Corp. shareholder. The
warrants granted are exercisable at $0.41 per share of common stock, and expire
on April 28, 2008. Upon completion of the acquisition, the total shares of
common stock issued by the Company pertaining to the acquisition of IntelGenx
Corp. constituted 68.7% of the 16,007,489 shares of common stock of the Company
then outstanding. Following the completion of the acquisition, IntelGenx Corp.
continued its operations as a controlled subsidiary of the Company. Since we did not have any substantial assets or operations during the two
fiscal years prior to the IntelGenx Corp. Acquisition, IntelGenx Corp. is deemed
to be the accounting acquirer of IntelGenx Technologies Corp. and the discussion
of operations below relate to the operations of IntelGenx Corp. Results of Operations nine months period ended September 30, 2006 compared
to the nine months period ended September 30, 2005.
|
|
Increase/ |
Percentage |
||||
2006 |
2005 |
(Decrease) |
Change |
||||
Revenue |
$ |
205,984 |
$ |
0 |
$ |
205,984 |
% |
Research and development |
|
368,638 |
|
40,351 |
|
382,287 |
814% |
General and Administrative |
|
192,313 |
|
44,498 |
|
147,815 |
332% |
Interest and financing fees |
|
32,304 |
|
5,869 |
|
26,435 |
450% |
Net income (loss) |
|
(376,851) |
|
(73,120) |
|
303,731 |
415% |
Revenue
Our revenues from R&D services provided are $205,984 for the first three quarters of 2006, compared to $0 for the same period in 2005. Management believes that we may begin to realize increased sales revenues in 2007 resulting from the commercialization of our pre-natal vitamin supplement. Upon commercialization, we would receive royalty revenue on product sales. Our prenatal vitamin supplement is presently at the scale up manufacturing stage and we expect that it will be ready to enter the commercialization phase in the second half of 2007. We also expect increased revenue from additional research and development service contracts for which we are presently in discussions with potential clients. If we are successful in signing on potential clients, we could receive some upfront fees and research and development fees during 2007.
Research and development
Costs related to research and development increased from $40,351 in the nine month period ended September 30,2005 to $368,638 for the same period in 2006, which reflects the commencement of some projects with certain partners started in 2005 and 2006. Management believes that with funding provided by the private placement of common stock (See "Business Recent Developments"), research and development expenses will increase significantly during the remainder of 2006 and into 2007.
15
General and Administrative General administrative expenses increased by $147,815 (332%) from $44,498 for
the nine month period ended September 30, 2005 to $192,313 for the nine month
period ended September 30, 2006. Included in the amount are $50,000 for the
issuance of options granted to three non-employee board members as non cash
compensation. The additional increase is attributed to an increase in corporate
operations. Management expects General and Administrative expenses from
operation to remain at this level for the reminder of the year. Interest Expenses We incurred interest and financing fee expenses of $32,304 in the nine month
period ended September 30, 2006 compared to $5,869 for the same period in 2005.
Included in the interest expense for the first nine month of 2006 are $19,420
representing the value of 100,000 warrants issued as a non-cash financing fee
payment for a bridge loan. Since the loan was received and repaid in the first
nine month of this year and the warrants are a one time expense, Management
expects the interest expense to be significantly lower for the rest of 2006. Net Loss We recorded a net loss of $378,312 in the nine month period ended September
30, 2006 compared to a net loss of $73,120 for the same period in 2005.
Management believes that we will continue to operate at a net loss until such
time as we can complete our business development efforts and begin to realize
increased sales revenues by early 2007. Income tax Losses We have approximately $100,000 of Canadian and provincial income tax losses
as of December 31, 2005, which may be carried forward and offset against taxable
income in future years. The use of these losses to reduce future income taxes
will depend on the generation of sufficient taxable income prior to the
expiration of the carryforwards after the year 2015. In the event of certain
changes in control, there will be an annual limitation on the amount of the
income tax losses carryforwards which can be used. No tax benefit regarding
these losses has been reported in the financial statements for the year ended
December 31, 2005 nor for the nine month ended September 30, 2006 because
management believes there is a 50% or greater chance that the carryforward will
not be used. Accordingly, the potential tax benefit of the loss carryforward is
offset by a valuation allowance of the same amount. Prepaid Expenses At September 30, 2006 our Balance Sheet shows prepaid expenses of $103,592
compared to $3,186 for the same period in 2005. The increase is due to the
issuance of 325,000 shares in consideration of investor relations services to be
rendered. $33,312 of the total amount of the investor relations contract was
expensed in the last quarter of the reporting period. Liquidity and Capital Resources At September 30, 2006, we had cash on hand of $468,826. We also had accounts
receivable of $102,720, $85,854 of the amount is the expected sales tax refund,
receivable in the first quarter of 2007. We also had income taxes recoverable of
$9,794 and estimated investment tax credits receivable of $94,664. At September 30, 2006, we had accounts payable and accrued liabilities of
$161,885. Of these liabilities, approximately $26,000 was payable to
shareholders and $105,987 was due for legal and accounting
expenses in connection with the transaction in April 28, 2006. Our current
portion of the long term debt was $12,540.
16
At September 30, 2006, we had an operating line of credit in place with a
maximum of $45,000 of which $0 was borrowed. Management believes that our cash supply and expected tax refunds will be
sufficient to satisfy our cash requirements for the next eight to ten months,
even in the unlikely event, that no additional revenue would be received in the
next months. At September 30, 2006, we had total assets of $943,186 and shareholders
equity of $586,356. Off-Balance Sheet Arrangements
Forward-Looking and Cautionary Statements
This report contains certain forward-looking statements that involve
risks and uncertainties relating to, among other things, our future financial
performance or future events. Forward-looking statements give managements
current expectations, plans, objectives, assumptions or forecasts of future
events. All statements other than statements of current or historical fact
contained in this Form 10QSB, including statements regarding our future
financial position, business strategy, budgets, projected costs and plans and
objectives of management for future operations, are forward-looking statements.
In some cases, you can identify forward-looking statements by terminology such
as "anticipate," "estimate," "plans," "potential," "projects," "ongoing,"
"expects," "management believes," "we believe," "we intend," and similar
expressions. These statements involve known and unknown risks, estimates,
assumptions and uncertainties that could cause actual results to differ
materially from the results set forth in this Form 10-QSB. You should not place
undue reliance on these forward-looking statements. You should be aware that our
actual results could differ materially from those contained in the
forward-looking statements due to a number of factors such as:
continued development of our technology;
lack of product revenues
successful completion of clinical trials and obtaining regulatory approval to market
ability to protect our intellectual property
dependence on collaborative partners
ability to generate positive cash flow
ability to raise additional capital if and when
necessary dependence on key personnel;
competitive factors;
the operation of our business; and
general economic conditions.
These factors should be considered carefully and readers are cautioned not to place undue reliance on such forward looking statements These forward-looking statements speak only as of the date on which they are made, and except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
17
Item 3. Controls and
Procedures. As of the end of the period covered by this report, we carried out an
evaluation, under the supervision and with the participation of management,
including our chief executive officer and principal financial officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Securities
Exchange Act of 1934. Based upon that evaluation, our chief executive officer
and principal financial officer concluded that our disclosure controls and
procedures are effective to cause the material information required to be
disclosed by us in the reports that we file or submit under the Exchange Act to
be recorded, processed, summarized and reported within the time periods
specified in the SEC's rules and forms. There have been no significant changes
in our internal controls or in other factors which could significantly affect
internal controls subsequent to the date we carried out our evaluation. PART II Item 1. Legal Proceedings
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
In connection with our acquisition of IntelGenx, we issued the following unregistered shares of our common stock:
3,191,489 shares of our common stock issued to 34 shareholders of IntelGenx in exchange for 3,191,489 IntelGenx common stock;
325,000 shares of our common stock issued as a non-refundable retainer, and in full payment of investor relations services to be rendered by Mr. Patrick J. Caruso pursuant to an agreement entered into between us and Mr. Caruso, and
100,000 shares of common stock issuable upon the exercise of purchase warrants issued to Mr. Caruso in exchange for 100,000 common stock purchase warrants of IntelGenx.
We also acquired, through Exchangeco, 10,991,000 shares of IntelGenx, held by its principal shareholders pursuant to a share exchange agreement dated April 10, 2006, in exchange for 10,991,000 Class A special shares of Exchangeco. The Exchangeco special shares are convertible into shares of our common stock on a one for one basis.
Item 3. Defaults Upon Senior Securities
This Item is not applicable.
18
Item 4. Submission of Matters to a Vote of Security
Holders We held our annual meeting of shareholders on August 10, 2006.
At the meeting each of our directors was unanimously approved
by the shareholders. In addition, the following matters were unanimously
approved by the shareholder: The shareholders approved the change of the company name from
Big Flash Corp. to IntelGenx Technologies Corp. The appointment of RSM Richter
as independent accountants for 2006 and 2007 was approved by the shareholders.
The Terms of the IntelGenx 2006 Stock Option Plan were
approved by the shareholders. Item 5. Other Information This Item is not applicable. Item 6. Exhibits (a) Exhibits: Exhibit 31.1 Exhibit 31.2 Exhibit 32.1 Exhibit 32.2
Certification of C.E.O. Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
Certification of Principal Accounting Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
Certification of C.E.O. pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
Certification of Principal Accounting Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
19
SIGNATURES In accordance with the requirements of the Securities Exchange Act of
1934, the Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
|
INTELGENX TECHNOLOGIES CORPORATION |
|
|
|
|
|
|
Date: November 14, 2006 |
By: /S/Horst Zerbe |
|
|
|
Horst Zerbe |
|
President, C.E.O. and |
|
Director |
|
|
|
|
|
|
|
|
Date: November 14, 2006 |
By: /S/ Joel Cohen |
|
|
|
Joel Cohen |
|
Chief Financial |
|
Officer and |
|
Director |
20