UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-KSB
-------- ---------------------------------------------------------------------
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 FOR THE FISCAL YEAR ENDED JANUARY 31, 2004
-------- ---------------------------------------------------------------------
COMMISSION FILE NUMBER: 0-30351
True Health, Inc.
(Exact name of registrant as specified in its charter)
----------------------------------------------- ------------------------------
Utah 75-2263732
-------------------------------------------------- ---------------------------
(State of other jurisdiction (IRS Employer Identification
of incorporation or organization) Number)
------------------------------------------------- ----------------------------
Kelsey House, 77 High Street
Beckenham, Kent, BR3 1AN
UK
(Address of principal executive offices)
+(44) (0) 208 658 9575
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: [ ? ]
Securities registered pursuant to Section 12(g) of the Act: [ ? ]
Title of Each Class:
Common Stock, $.01 Par Value
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 [ x ] No [ ]
The issuer's revenues for the fiscal year ended January, 31 2004 were $3,992,004
The aggregate market value of the voting stock held by non-affiliates of the
registrant on April 30, 2004 was approximately $34.6 million, based on the
closing price of such stock on such date. The number of shares outstanding of
the registrant's Common Stock, $.01 par value, as of January 31, 2004 was
49,698,330.
Transitional Small Business Disclosure format (Check one): YES [ ] NO [X]
===============================================================================
FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-KSB contains forward-looking statements within
the meaning of Section 24A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. These statements appear in a number of places
including ITEMS 1 AND 2 "BUSINESS AND PROPERTIES." These statements regard:
* our belief that the Westmeria pressure care products will help cure and
prevent users of pressure sores.
* our belief that the United Kingdom and international markets represent a
significant market for our products and services
* our belief that we have ample room and capacity to penetrate further the
public and private health segment of the market
* our intention to compete vigorously in terms of price, product features,
product performance, ease of use, quality of support and service, and company
reputation
* our belief regarding any termination or non-renewal of any
lease
* our expectations regarding the sources from which we will
finance our operations
* our expectations regarding the amount of funds we will need in
the future
* our expectations regarding the focus of our revenue generation
efforts on our existing customers
* our intentions and expectations regarding the future
availability of now undeterminable revenue opportunities
arising out of our products and business models
* our intentions regarding the protection of our proprietary
information
* our expectations and intentions regarding our ability to make
available and economically distribute a wider product range to the
market
* our intentions regarding the continued development and refinement of our
existing products, and the development and roll-out of various new products,
and existing products to new geographic areas
* our intentions regarding the continuation of our direct
selling efforts
* our intentions regarding our marketing, publicity, sales and
lobbying efforts.
Such statements can be identified by the use of forward-looking terminology
such as "believes," "expects," "may," "estimates," "will," "should," "plans" or
"anticipates" or the negative thereof or other variations thereon or comparable
terminology, or by discussions of strategy. Readers are cautioned that any such
forward-looking statements are not guarantees of future performance and involve
significant risks and uncertainties, and that actual results could differ
materially from those projected in the forward-looking statements. Factors that
could cause actual results to differ materially include, but are not limited to,
those discussed under "RISK FACTORS" immediately below. As a result, these
forward-looking statements represent the Company's judgment as of the date of
this Annual Report. The Company does not express any intent or obligation to
update these forward-looking statements.
3
TABLE OF CONTENTS
PART I
Item 1. Description of Business
Item 2. Description of Property
Item 3. Legal Proceedings.
Item 4. Submission of Matters to a Vote of Security Holders
PART II
Item 5. Market Price of and Dividends on the Registrant's
Common Equity and Related Stockholder Matters
Item 6. Management's Discussion and Analysis or Plan of
Operation
Item 7. Financial Statements
Item 8. Changes In and Disagreements With Accountants on
Accounting and Financial Disclosure
PART III
Item 9. Directors and Executive Officers, Promoters and
Control Persons.
Item 10. Executive Compensation
Item 11. Security Ownership of Certain Beneficial Owners and
Management.
Item 12. Certain Relationships and Related Transactions.
Item 13. Exhibits and Reports on Forms 8-K
SIGNATURES
PART I
ITEM 1. DESCRIPTION OF BUSINESS
INTRODUCTION
True Health delivers superior healthcare products and services to its private
and public healthcare customers. It seeks to act as a provider of total
procurement solutions that creates savings for its customers. Through its
wholly-wned subsidiary in the United Kingdom, Westmeria Healthcare Limited, it
specialises in providing medical equipment and medical professionals to some of
the largest healthcare customers in the United Kingdom. These include hospitals
within the National Health Service, which are funded by the UK's government
healthcare provider and the private nursing home sector.
The company's mission is to become one of the leading providers of specialist
healthcare equipment and recruitment services in the United Kingdom. Through the
relocation services it provides via True Relocation Limited it facilitates the
supply of nurses and medical specialists to areas of acute shortage, from
countries where there is an oversupply of those specialists. This is undertaken
within the procedures laid down by government immigration guidelines in each
country that it operates.
COMPANY BACKGROUND
The Company was founded by David Francis in 1999. Mr. Francis and his family
have been in the nursing home and healthcare business for the past three
decades. True Health's wholly-owned subsidiary, Westmeria Healthcare, was
founded on a deep understanding of the needs of the nursing home market. Having
been an owner of a nursing home, Mr. Francis identified the need for a
one-source supplier of equipment and services that would be proactive in
identifying and catering for the needs of healthcare providers. In 1999,
Westmeria began as a supplier of pressure relieving equipment to nursing homes
in the London Borough of Bromley. The Company quickly grew in its supply of
equipment in the South East of England and by August 20023 it launched its
healthcare personnel recruitment division. By January 2003, Westmeria grew
beyond distributing other suppliers' equipment and developed its own branded
line of pressure relieving products.
Westmeria sources its proprietary brand equipment from Europe and Taiwan. These
are stored at its warehouse in South London. Here the equipment is maintained,
repaired and decontaminated on behalf of its clients.
Pro-tech was incorporated in Utah on August 27, 1975. The name was changed to
Petroleum Resources Corporation on April 20, 1981, to Borexco on January 22,
1985 and to True Health, Inc. on February 17, 1986.
As of June 17, 2003, True Health entered into an Agreement and Plan of
Reorganization with Westmeria Health Care Limited, private limited company
incorporated in England and Wales ("Westmeria") and David Francis, the majority
security holder of Westmeria ("Shareholder").
Upon the terms and subject to the conditions of the Agreement, all outstanding
stock of Westmeria was exchanged for a specified number of shares of True
Health's common stock, making Westmeria a wholly-owned subsidiary of True
Health. Prior to the Reorganization, True Health had ceased its direct sales
operation, providing vitamins and nutritional supplements.
Hereinafter, all references to True Health or the Company include its sole
wholly-owned operating subsidiary, Westmeria Healthcare, Ltd.
INDUSTRY BACKGROUND
The supply of specialist pressure care equipment and human resource solutions to
the Healthcare sector is a significant and growing market, both in the United
Kingdom, as well as internationally. The National Health Service is the largest
provider of healthcare in the UK. In 2003 it undertook a tender process to
reduce the number of its pressure care equipment suppliers from a large number
of companies ranging in size and specialisation to just 30. Westmeria Healthcare
was accepted as one of these preferred suppliers and has continued to take
market share from its competitors.
The recruitment of permanent staff and provision of contract staff in speciality
areas has developed as hospitals face shortages in general nursing and
specialist medical areas, such as radiography. The True Health works closely in
developing its relationships with hospital management to generate cost effective
solutions to their needs.
RISK FACTORS
True Health faces the risk of not being able to capture market share outside of
the UK. The Company has extensive experience in the UK and has a solid growth
plan for that market. True Health's expansion plans include entering other
geographical markets, such as the US. The American healthcare system is
structured differently from that of the UK, where healthcare is substantially
provided as a social service to all Britons through government funding. The
challenge of adapting to the US market, driven by private insurance and medical
companies may be considerable. This also, however, provides an opportunity to
True Health, as the larger number of healthcare providers in the US tends to
allow new sellers to enter the market more easily.
True Health potentially faces the risk of overtrading, financially and
operationally, as it expands rapidly. To mitigate this, Management have
developed a strong and healthy relationship with its bankers, external funders
and factor to allow it sufficient financing facilities to support its growth.
The risk of over-diversification of the Group's product and service range could
lead to stretching of Management's resources, leading to a dilution in the
Group's effectiveness. To counter this, the Directors and Management have set in
place a comprehensive Strategic Plan on which its integrated Operational Plan is
based. Through setting challenging targets, regular reporting and focus on
performance at all levels, True Health is quick to respond to changing market
conditions.
True Health is reliant upon a few key individuals. Its focus on succession
planning, combined with an excellent track record of staff retention, almost
97%, is designed to spread the load among a broader number of staff and
management. A large number of strategic activities are outsourced to
specialists, to ensure that specialist skills and advice is provided.
STRATEGY
True Health's strategy and core values are centred around the theme of providing
"Service Excellence" to its clients in the healthcare sector. It has grown
organically, mainly by word of mouth and recommendations that by all of its
employees maintaining high levels of service to its clients, in an industry
where this is not always the case. It also seeks to expand by acquisition of
quality businesses with complimentary products and services. In this way, it
significantly increases the potential for cross-selling its products and
services via a wider network of distribution channels, both in the UK and
internationally.
True Health's mission is to become one of the top suppliers of healthcare
recruitment services and pressure relieving systems in the UK and to expand to
other markets including the U.S. The Company is moving towards this goal through
a deep understanding of its customers' needs and by pursuing the optimal
distribution strategy. The fragmented market for both equipment sales and
recruitment services creates an opportunity for True Health to become a national
leader and capture further market share. Moreover, the UK is moving towards
creating national standards for the purchase of healthcare, a move that will
help consolidate the market.
In distributing its pressure relief equipment, True Health has a key competitive
advantage in the marketplace. The Company is one of only 30 suppliers approved
by the UK Department of Health's Purchasing and Supply Agency (PASA). The
largest buyer of healthcare services and equipment in the UK is the National
Health Service (NHS), a government funded healthcare provider. Any suppliers
that are not PASA approved are currently being phased out from NHS contracts.
The market for medical personnel recruitment has few barriers to entry beyond a
company's ability to fill the customer's need. To differentiate itself, True
Heath has three key competitive advantages in this market. Firstly, whereas its
competitors in healthcare recruitment grew out of recruitment in other
industries, such as IT, True Health's foundation has been in healthcare. The
Company therefore has long-term, strong relationships with healthcare customers
and has a deep understanding of the medical sector. Secondly, True Health has
quickly moved to create an infrastructure to recruit qualified healthcare
personnel from abroad, thus ensuring a steady supply to meet demand. Thirdly,
True Health acts as a one-source supplier to hospitals and nursing homes
offering both pressure relieving equipment and recruitment services, thus
reducing administrative costs for buyers.
The market for the Company's products and services includes five segments:
Private Hospitals
The UK market has several large hospital groups consisting of a total of 600
private hospitals and private clinics that account for approximately $3 billion
in annual spending.
Primary Care Trusts
There are 303 Primary Care Trusts (PCTs) in the UK. Each PCT serves 300,000 to
500,000 people. PCTs provide healthcare and equipment to people in their regions
who want home-based care. They also act as suppliers to local doctors,
pharmacies, and ambulances. PCTs are a growing segment of the market, as they
are expected to be responsible for 75% of the NHS budget.
Nursing Homes
There are an estimated 25,000 nursing homes in the UK, owned by 400 operators,
with an annual budget of approximately $13 billion. The nursing home market is
expected to grow rapidly in order to meet the need for more beds as the
population ages.
NHS Hospital Trusts
The National Health Service (NHS) is the UK's national government backed health
service and the largest employer of the NHS workforce. The NHS has a presence in
nearly every town and community in the UK. True Health is an approved supplier
of pressure relief equipment to the NHS.
Distributor Network
An estimated 2,500 distributors in the UK resell equipment supplied by leading
UK manufacturers to private hospitals and nursing homes. True Health's products
are already sold through some of these distributors. Since True Health has
recently become one of only 30 approved suppliers, the Company has opportunity
to expand its network among distributors that need approved products.
PRODUCTS
True Health supplies, through lease and sales, its proprietary, branded pressure
relief equipment to the healthcare sector. Pressure relief is a key issue for
nursing homes and other healthcare facilities that serve patients needing
long-term care. Pressure sores and skin wounds result when patients spend long
periods of time in bed due to conditions such as a stroke or a hip fracture.
Pressure ailments are a significant side-effect of major illness and injury and
tax healthcare systems while causing additional pain and stress to the patient.
In the UK, the cost of treating leg wound ulcers alone is significant. True
Health offers equipment that helps relieve pressure on sensitive skin, providing
prevention and relief of sores and wounds.
The Company provides dynamic and static systems that include mattress systems,
pumps, and lifting equipment that is specifically designed to provide comfort to
fragile skin. Dynamic systems include mattress systems and pumps that
automatically inflate and deflate depending upon the patient's weight, thus
minimizing pressure and skin damage from prolonged bed rest. The Company offers
the Piezo line for patients who are at high risk for pressure sores, and the
Baros line for patients at medium and low risk. Static systems include pressure
reducing, foam and gel-based Duotron, Premier and Resteasy bed mattresses and
cushions for wheel chairs. True Health also offers hoists for patient moving and
handling, as well as electric, profiling hospital beds.
Although the Company started as a distributor of pressure relief equipment to
the nursing home market, True Health now exclusively sells its own Westmeria
branded, proprietary equipment. The Company's products are manufactured under
license in France, Spain, Germany, Belgium and Taiwan.
SERVICES
In August of 2002, True Health launched its recruitment division. The Company
identified a growing need in the UK for qualified temporary and permanent
healthcare staff including doctors and nurses. True Health's medical recruitment
business has been tremendously successful, growing to $2.7 million in sales in
the last year.
The Company seeks to meet the shortage of medical personnel in the UK by
recruiting qualified candidates from primarily English-speaking nations outside
of the United Kingdom. To support this effort, True Health has formed True
Relocation Limited, a relocation services company that identifies, screens,
recruits, and relocates qualified healthcare personnel to the UK. The Company
provides a seamless relocation medium for foreign national candidates and
ensures a consistent supply of qualified staff to meet the UK's staffing
deficit. The British government has made it a priority to support relocation of
foreign nationals to meet domestic needs and True Relocation works closely with
immigration specialist to ensure that it operates within government guidelines.
Employees
Westmeria Healthcare is accredited for the Investors in People award, having
based its ethos upon supporting and developing all its employees. At 31 January
2004 it employed thirty-three employees in its office and warehouse. By
outsourcing many of the functions required to administer and operate the
functions within the organisation it is able to keep its costs down and maintain
flexibility. True Health and all its subsidiaries operate an equal opportunities
policy and fully considers applications from disabled persons. The policy in
respect of staff who become disabled when employed, is to train and assist them
wherever practicable to continue with the Company.
All employees are in direct communication with the Chief Executive and other
Directors. Regular employee updates are provided via company newsletters and
company-wide meetings. This ensures that all employees work towards a common
goal and continue to enthuse about the Company's products and service.
Training
All employees, at every level, are encouraged to develop their skills and
qualifications and True Health makes available a number of training courses,
both internally and externally. Staff are encouraged to discuss with their
managers their training and development plans to ensure that they receive the
appropriate training at the right time. Training includes courses on both
technical and personal development issues and are designed, whether directly or
indirectly, to improve the quality of service that is provided to clients.
COMPETITORS
The differentiated market in which True Health operates consist of a range of
large professional organisations supplying a comprehensive range of healthcare
products or recruitment services, but rarely both. There are a large number of
small providers who operate in low volumes in specific niches. Westmeria
Healthcare is one of the few suppliers of both pressure care equipment and the
provision of healthcare equipment. It therefore has the potential to gain market
share through effective cross selling of its products and services.
FACILITIES
True Health operates out of its administrative Head Office in Beckenham, in the
London Borough of Bromley. Its location is ideally suited as a low cost
facility, while giving quick access to its clients throughout London and the
South East. Westmeria's warehouse and secondary storage facility is based three
miles away in Sydenham. Here the logistical operations for its equipment is
based, together with its decontamination plant, where its pressure care products
are repaired, maintained and sterilised before being issued to clients.
TRADEMARK
The company holds a trademark on the name TRUE HEALTH, INC. and accompanying
logo.
ITEM 2. DESCRIPTION OF PROPERTY
None.
ITEM 3. LEGAL PROCEEDINGS.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There were no matters put to a vote of the shareholders.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The table below sets forth the high and low bid price of the common stock
through December 31, 2003, as reported by the National Quotation Bureau. Such
over-the-counter market quotations reflect inter-dealer prices, without retail
mark-up, mark-down, or commissions, and may not necessarily represent actual
transactions.
Fiscal Year Ending January 31, 2003 High Low
1/st Quarter $.20 $.06
2/nd Quarter $.14 $.045
3/rd Quarter $.07 $.045
4/th Quarter $.05 $.03
Fiscal Year Ending January 31, 2004 High Low
1/st/ Quarter $ .62 $.01
2/nd/ Quarter $ .37 $.30
3/rd/ Quarter $1.60 $.37
4/th/ Quarter $1.47 $.62
Effective February 24, 2003, the Company effected a 1 for 65 reverse split of
its common stock, under which each shareholder received 1 new share of stock for
each 65 formerly held. The reverse split has been retroactively presented in the
accompanying financial statements.
STOCKHOLDERS
As of January 31, 2004, the Company had 1,035 shareholders of record.
DIVIDENDS
The Company has not paid any dividends to date.
DESCRIPTION OF SECURITIES.
The par or stated value of the security: $0.01
RECENT SALES OF UNREGISTERED SECURITIES.
None.
OTHER UNREGISTERED SECURITIES TRANSACTIONS,
None.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
YEAR Ended JANUARY 31, 2004 Compared to YEAR Ended jANUARY 31, 2003
RESULTS OVERVIEW
The Directors are pleased to announce the results of True Health for the year
ended January, 31 2004 which demonstrate significant growth in revenues and
gross profit over the year.
Revenue
Revenues increased by 287% ($2,960,000) to $3,992,000 from $1,032,000 for fiscal
2004 as compared to fiscal 2003. Much of this increase was generated through the
expanding recruitment division which increased its revenues more than ten-fold
to $2,662,000, having only commenced operations from a standing start in August
2002.
Cost of Sales
Cost of sales for fiscal 2004, compared to fiscal 2003, are as follows:
Year ended Year ended
January 31, 2004 January 31, 2003
Cost of % of Cost of % of
Sales Revenue Sales Revenue
Equipment rentals and sales $ 273,388 21.1% $129,008 16.9%
Radiographer services and $2,091,317 78.5% $165,754 70.9%
- placement fees
Total $2,364,705 59.2% $294,762 28.6%
The increase in cost of sales as a percentage of sales reflects the increasing
predominance of recruitment services in the service and product range.
Gross profit
The Gross profit margin for fiscal 2004 and 2003, respectively, is $1,627,000
and $737,000, or an increase of $890,000 or 120%. As the Company expands into
new fields it is experiencing lower margins, especially in the recruitment
sector. It has, however, still managed an average gross profit margin of 40.8%
during fiscal 2004, as compared with 71.4% during fiscal 2003.
Exceptional expenses
During the year the Company incurred one-off, non-recurring expenses in respect
of the reverse merger of Westmeria Healthcare into True Health. These fees
totalled $538,000, of which $500,000 were paid for by the issue of shares and
warrants in True Health. Excluding these exceptional items, the Company incurred
a loss of $531,000 for fiscal 2004. Management are satisfied with this result,
given their strategy for growth which has led to the deliberate steps of making
investment in Sales and Marketing expenditure, employing skilled employees and
bringing in a dynamic management team with experience of growing businesses.
General and administrative overheads
General and administrative expense excluding non-cash professional fees have
increased by $1,214,000 or 147% to $2,042,303 in fiscal 2004 as compared to
$827,803 for fiscal 2003. Reasons for the increase are detailed as follows:
o An increase in office space of 100% to accommodate the growing business
- this includes increased rent, electricity, telephone and other office
related costs;
o An increase in staff costs due to the recruitment of additional
executive directors and staff to support the growth in
business; and
o Set-up and ongoing costs for a decontamination plant to support the growth in
the equipment rental business; o An increase in marketing and publicity
expenditure as the Company develops its profile with clients and the markets
generally
Depreciation
The depreciation charge increased by 18% to $117,000 for fiscal 2004, compared
with $99,000 in the previous year.
Interest
Net interest expense for fiscal 2004 increased by $23,000, to $37,000 from
$14,000 in the fiscal years 2004 and 2003, respectively. This reflects the
increased debt to finance operations growth over the past year.
LIQUIDITY AND CAPITAL RESOURCES
During the year, True Health reported a net increase in cash of $257,000. The
company's working capital requirements to fund its growth in sales are sourced
mainly from its factor, Venture Finance to which it owed $396,000. The accounts
receivable supporting the amount due to factor amounted to $697,000.
Operating Cash Flow
Net cash used in operating activities for fiscal 2004 was $771,499 compared with
$211,697 for fiscal 2003. This increase is primarily due to the larger net
operating loss incurred in the period.
Credit Facilities
We have a loan agreement with HSBC Bank for a term loan of $182,721 as of
January 31, 2004 and is due for repayment in monthly installments by November
2007. Interest is at 2% over the UK base rate (5.25% at January 31, 2004) and
the loan is secured by all assets of the Company, and subordinated to the
Venture Finance obligation.
We also have an accounts receivable factoring arrangement with Venture Finance
which is secured by accounts receivable. Interest is at 1.75% over the UK base
rate (5.25% at January 31, 2004).
We believe that current levels of cash and cash equivalents ($257,000 at January
31, 2004) together with cash from operations and funds available under our
credit facilities, will be sufficient to meet our capital requirements for the
next 12 months.
Going Concern
Our auditors issued a going concern opinion as of January 31, 2004, because of
our increased loss in fiscal 2004 of $1,069,000 and our negative working capital
as of January 31, 2004 of $255,000. In February and March 2004, we raised
$475,000 from the exercise of warrants issued in 2003. During fiscal 2004, we
raised $515,250. Our credit facilities at HSBC Bank and Venture Finance and
these additional monies may not be sufficient to support losses incurred while
we continue to grow rapidly. Our plans are to continue to grow and we hope to
attain profitability by fiscal 2005. We continue to seek additional debt and
equity financing arrangements.
Critical accounting policies
We have identified the policies below as critical to our business operations and
the understanding of our results of operations. The impact and any associated
risks related to these policies on our business operations is discussed
throughout Management's Discussion and Analysis of Financial Condition and
Results of Operations where such policies affect our reported and expected
financial results.
The preparation of this Quarterly Report on Form 10-QSB requires us to make
estimates and assumptions that affect the reported amount of assets and
liabilities, disclosure of contingent assets and liabilities at the date of our
financial statements, and the reported amounts of revenue and expenses during
the reporting period. There can be no assurance that actual results will not
differ from those estimates.
1) Allowance for doubtful accounts
We evaluate the adequacy of the allowance for doubtful accounts at the end of
each quarter. In performing this evaluation, we analyze the payment history of
significant past due accounts, subsequent cash collections on these accounts and
comparative accounts receivable aging statistics. Based on this information,
along with consideration of the general strength of the economy, we develop what
we consider to be a reasonable estimate of the uncollectible amounts included in
accounts receivable. This estimate involves our significant judgment. Actual
uncollectible amounts may differ from our estimate.
2) Provision for obsolete inventory
We estimate our provision for obsolete inventory based on customer orders sold
below cost, to be shipped in the following period and on the amount of similar
unsold inventory at period end. We analyze recent sales and gross margins on
unsold inventory in further estimating the inventory provision. The impact of
the inventory provision is reflected in cost of sales and the related gross
margins in the period that management deems that inventory has become obsolete.
This estimate involves our significant judgment. Actual gross margins on sales
of excess inventory may differ from our estimate.
ITEM 7. FINANCIAL STATEMENTS
Audited financial statements as of January 31, 2004 and for the two years then
ended are attached.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
During the year Bateman & Co resigned as the Company's auditors. Malone &
Bailey, PLLC were appointed as their replacement. There were no disagreements
with the retiring auditor.
ITEM 8A. CONTROLS AND PROCEDURES
At January 31, 2004, the Directors carried out an evaluation, under the
supervision and with the participation of our management, including our Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of our disclosure controls and procedures pursuant to Rule
13a-14 under the Securities Exchange Act of 1934, as amended. Based upon that
evaluation, the Chief Executive Officer and Chief Financial Officer concluded
that our disclosure controls and procedures are effective in timely alerting
them to material information relating to us required to be included in our
periodic SEC filings.
There have been no significant changes in our internal controls or in other
factors that could significantly affect our controls subsequent to the date of
that evaluation, and no corrective actions with regard to significant
deficiencies and material weaknesses.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
The Directors and executive officers of the Company are as follows:
Name Age Position
David Francis 39 Director & Chief Executive Officer
Ian G Wylie 37 Director & Chief Financial Officer
Tom O'Shea 34 Director
Tony Summers 36 Director (resigned April, 30 2004)
David Francis; has served as a director since July 2003, having previously been
Managing Director and majority shareholder of Westmeria Healthcare Limited
before it merged with True Health.
Ian G Wylie, BA(Hons) FCA; joined True Health as a non-executive director on 22
September 2003. He joined full-time as an executive director on 5 January 2004.
Previosly Mr Wylie had served in Corporate Finance roles for Royal Del Monte
Foods International Ltd and Hambro Countrywide PLC, in addition to a number of
positions as Finance Director.
Tom O'Shea; became a director on 5 January 2004, and provides leadership in the
area of Sales. He has a strong pedigree in similar positions, having been
responsible for the London office of Elan, part of the Manpower group, and
previously as Managing Director of Permanent Recruitment at MSB International
PLC.
ITEM 10. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth the compensation paid by the Company to its Chief
Executive Officer for services in all capacities to the during the fiscal years
ended January, 31 2004 and 2003 (no other executive officer of the Company had
total annual salary and bonus for the fiscal years ended January, 31 2004 or
2003 exceeding $100,000) (for purposes hereof, the Chief Executive Officer of
the Company is referred to herein as the "Named Executive Officer").
SUMMARY COMPENSATION TABLE (1)
ANNUAL LONG-TERM
COMPENSATION COMPENSATION
(A) (B) (C) (F) FISCAL
NAME AND YEAR RESTRICTED
PRINCIPAL POSITION ENDED SALARY STOCK AWARDS
David Francis 1/31/04 $ nil (2) $0
Chief Executive
Officer
-----------------
(1) The Columns designated by the Commission for the reporting of certain
bonuses, other annual compensation, securities underlying options/SARs,
long term incentive plan payouts, and all other compensation, have been
eliminated as no such bonuses, other annual compensation, underlying
securities, payouts or compensation were awarded to, earned by, paid to or
outstanding with respect to any specified person during any fiscal year
covered by the table.
(2) Mr. Francis became Chief Executive Officer in July, 2003 following the
merger with Westmeria Healthcare, where he served and continue to serve as
Managing Director.
STOCK OPTION GRANTS
The table below set forth information pertaining to stock options granted to the
Named Executive Officer during the fiscal year ended January 31, 2004 2003. No
SAR's of any kind were granted.
OPTION GRANTS IN THE LAST FISCAL YEAR
(A) (B) (C) (D) (E)
NUMBER OF
SECURITIES PERCENTAGE OF TOTAL
UNDERLYING OPTIONS GRANTED
OPTIONS TO EMPLOYEES EXERCISE EXPIRATION
NAME GRANTED(1) IN FISCAL YEAR PRICE DATE
----------------------------------------------------------------------------------------------
Ian Wylie (1) 19% $.94(1) 02/12/2014
Tom O'Shea (1) 19% $.94(1) 02/12/2014
(1) The closing price of the Company's common stock was $.94 on January 12,
2004, the last day on which such common stock traded preceding this option
grant. The closing price of the Company's common stock was $.95 on January,13
2004, the next day on which such common stock traded after this option grant.
OPTION EXERCISES/VALUE OF UNEXERCISED OPTIONS
During the period ended January 31, 2004, no stock options were
exercised by any Named Executive Officer of the Company. As at January 31, 2004,
the Company had not granted any SAR's of any kind. The table below sets forth
information pertaining to the value of unexercised stock options held by the
Named Executive Officers as of January 31, 2004.
AGGREGATED OPTION EXERCISES IN LAST
FISCAL YEAR AND FISCAL YEAR END OPTION VALUES (1)
(A) (D) (E)
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT January 31, 2004 IN-THE-MONEY OPTIONS AT
(NUMBERS OF SHARES) January, 31 2004(2)
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ------------- ----------- ------------
Ian Wylie 0 100,000 $ 0 $ 0
Chief Financial
Officer
Tom O'Shea 0 100,000 $ 0 $ 0
VP Sales
--------------------
(1) The Columns designated by the U.S. Securities and Exchange Commission for
the reporting of the number of shares acquired upon exercise and the value
realized have been eliminated as no options were exercised by any specified
person during any fiscal year covered by the table.
(2) Based on the January 31, 2004 closing price of the Company's common stock
of $1.00 per share.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS.
BENEFICIAL STOCK OWNERSHIP
The following table sets forth as of May 14 , 2004 information regarding the
beneficial ownership of Common Stock (i) by each stockholder who is known by the
Company to own beneficially in excess of 5% of the outstanding Common Stock;
(ii) by each director; (iii) by each executive officer; and (iv) by all
executive officers and directors as a group. Except as otherwise indicated, all
persons listed below have (i) sole voting power and investment power with
respect to their shares of Common Stock, except to the extent that authority is
shared by spouses under applicable law, and (ii) record and beneficial ownership
with respect to their shares of Common Stock.
Name and Address of Beneficial Ownership(1)
Beneficial Owner Number of Shares Percent
---------------- ---------------- -------
D Francis 32,351,250 65.1%
address
Beckenham, Kent UK
A Summers 2,587,500 5.2%
address
Chiclana, Spain
All directors and officers
as a group (seven persons) 37,500,000 75.46%
A Whear 971,250 2.0%
I Haines 693,750 1.4%
K Carpenter 555,000 1.1%
N Rodker 277,500 *
S O'Toole 63,750 *
* Less than one percent
---------------------
EQUITY COMPENSATION PLANS
The Company has one equity compensation plan for its employees,
Directors and consultants pursuant to which options, rights or shares may be
granted or issued. These plans include the Company's Stock Option Plan. Further
information on the material terms of this plan is given below.
The following table provides information as of January 31, 2004 with respect to
our compensation plans (including individual compensation arrangements), under
which securities are authorized for issuance aggregated as to (i) compensation
plans previously approved by stockholders, and (ii) compensation plans not
previously approved by stockholders:
EQUITY COMPENSATION PLAN INFORMATION
NUMBER OF SECURITIES
REMAINING AVAILABLE
FOR FUTURE ISSUANCE UNDER
NUMBER OF SECURITIES TO WEIGHTED-AVERAGE EQUITY COMPENSATION
BE ISSUED UPON EXERCISE EXERCISE PRICE OF PLANS (EXCLUDING
OF OUTSTANDING OPTIONS, OUTSTANDING OPTIONS, SECURITIES REFLECTED IN
WARRANTS AND RIGHTS WARRANTS AND RIGHTS COLUMN (A))
PLAN CATEGORY (A) (B) (C)
Equity compensation
plans approved by 1,422,546 $.74 1,547,000
security holders
Equity compensation
plans not approved by -0- $-0- -0-
security holders
TOTAL 1,422,546 $.74 1,547,000
COMPANY'S STOCK OPTION PLAN
The following is a description of the material features of the Company's Stock
Option Plan (the " Plan").
GENERAL. On July, 2003, the Company's Board of Directors approved the
Plan. The Plan provides for the grant of shares of the Company's Common Stock to
certain outside consultants of the Company who assist in the development and
success of the business of the Company to reward them for their services and to
encourage them to continue to provide services to the Company.
ADMINISTRATION. The Plan is administered by a committee (the "Committee") of
not less than two directors of the Company selected by, and serving at the
pleasure of, the Company's Board of Directors.
ELIGIBILITY. The Committee has substantial discretion pursuant to the Plan to
determine the persons to whom shares of Common Stock are awarded and the amounts
and restrictions imposed in connection therewith. Under the Plan, awards may be
made only to individuals who are outside consultants, or directors, officers,
partners or employees of outside consultants, of the Company or a subsidiary.
The number of consultants employed by the Company varies.
SHARES SUBJECT TO THE PLAN. Two million (2,000,000) shares of Common Stock are
authorized to be awarded pursuant to the Consultant Plan. Any shares awarded and
later forfeited are again subject to award or sale under the Consultant Plan.
Awards may be made pursuant to the Consultant Plan until no further shares are
available for issuance or until July, 2013, whichever occurs first.
RESTRICTIONS. The Board may, in its discretion, place restrictions and
conditions in connection with any particular award of shares pursuant to the
Plan. Shares awarded subject to a condition are, in general, non-assignable
until the condition is satisfied.
CHANGE IN CONTROL. All restrictions imposed on restricted stock grants lapse
upon a change in control of the Company. For these purposes, a change of control
in the Company is generally deemed to have occurred at such time as (a) any
person acquires 30% or more of the combined voting power of the Company's
outstanding securities; or (b) incumbent directors cease to constitute at least
a majority of the Company's Board of Directors, unless the change in directors
was approved by at least a majority of the incumbent directors; or (c) merger,
consolidation, share exchange, or sale of all or substantially all the assets of
the Company occurs, unless such merger or consolidation shall have been
affirmatively recommended to the Company's stockholders by a majority of the
incumbent board.
ANTI-DILUTION. The Plan carries certain anti-dilution provisions
concerning stock dividends, stock splits, consolidations, mergers,
recapitalizations and reorganizations.
AMENDMENT AND TERMINATION. The Company's Board of Directors may
terminate or amend the Plan in any respect at any time, except no action of the
Company's Board of Directors, the Committee or the Company's stockholders,
however, may, without the consent of a participant, alter or impair such
participant's rights under any restricted shares previously granted.
TERM. The Plan shall expire on July, 2013 unless sooner terminated
except as to restricted share grants outstanding on that date.
FEDERAL INCOME TAX CONSEQUENCES. The following brief summary of the
principal Federal income tax consequences of transactions under the Plan is
based on current Federal income tax laws. This summary is not intended to
constitute tax advice and, among other things, does not address possible state
or local tax consequences. Accordingly, a participant in the Plan should consult
a tax advisor with respect to the tax aspects of transactions under the Plan.
Unrestricted Stock Grants. The tax consequences of other stock or
cash-based awards will depend on the specific terms of each award.
Restricted Stock Grants. Upon receipt of restricted stock, a
participant generally will recognize taxable ordinary income when the shares
cease to be subject to restrictions in an amount equal to the fair market value
of the shares at such time. However, no later than 30 days after a participant
receives the restricted stock, the participant may elect to recognize taxable
ordinary income in an amount equal to the fair market value of the shares at the
time of receipt. Provided that the election is made in a timely manner, when the
restrictions on the shares lapse, the participant will not recognize any
additional income. If the participant forfeits the shares to the Company (e.g.,
upon the participant's termination prior to expiration of the restriction
period), the participant may not claim a deduction with respect to the income
recognized as a result of the election. Dividends paid with respect to shares of
restricted stock generally will be taxable as ordinary income to the participant
at the time the dividends are received.
Tax Consequences to the Company. The Company generally will be entitled
to a deduction at the same time and in the same amount as a participant
recognizes ordinary income, subject to the limitations imposed under Section
162(m).
Tax Withholding. The Company has the right to deduct withholding taxes from any
payments made pursuant to the Plan or to make such other provisions as it deems
necessary or appropriate to satisfy its obligations to withhold federal, state
or local income or other taxes incurred by reason of payment or the issuance of
Common Stock under the Plan or the lapse of restrictions on grants upon which
restrictions have been place.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
In 2003 David Francis had owned the entire issued share capital of Westmeria
Healthcare Limited. Westmeria entered into a reorganization with an inactive
publicly-traded United States corporation, True Health, Inc. (True Health) on
June 27, 2003. In this transaction, True Health issued 37,500,000 shares to
Westmeria shareholders in exchange for 100% of the outstanding Westmeria stock.
Because Westmeria shareholders ended up with over half the resulting total stock
outstanding, this transaction is accounted for as a recapitalization of
Westmeria. Westmeria became a wholly-owned subsidiary of True Health.
Immediately prior to this transaction, the sole shareholder of Westmeria sold
4,420,500 of his personal Westmeria shares to key employees in exchange for
$257,193 of prior amounts loaned to Westmeria, and issued another 728,250 shares
to a key employee for past services performed. These shares issued for services
have been recorded at the same approximately $.058 per share as the shares
issued for cash, or $42,186. Because these transactions involve Westmeria shares
and employees, these 5,148,750 shares will be shown as a deemed contribution by
the sole shareholder to Westmeria and the $257,193 debt transfer from these key
employees to the now-majority shareholder as a deemed distribution.
ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) Documents filed as part of this report:
(i) Consolidated Financial Statements:
Report of Independent Auditors ...................................... F-1
Consolidated Balance Sheets as of January 31, 2004 .................. F-2
Consolidated Statements of Income ................................... F-3
Consolidated Statement of Stockholders' Equity ...................... F-4
Consolidated Statements of Cash Flows ............................... F-5
Notes to Consolidated Financial Statements .......................... F-6
(ii) Financial Statement Schedules: None.
(iii) Exhibits:
The following exhibits are filed with this Annual Report or are
incorporated herein by reference:
Exhibit No. Description
3.01 Certificate of Incorporation of the Company is incorporated herein by
reference from the Company's Registration Statement on Form SB-2 (SEC
File No. ?) filed ?), Item , Exhibit 3.01.
3.02 Bylaws of the Company is incorporated herein by reference from the
Company's Registration Statement on Form SB-2 (SEC File No. ?))
filed ?), Item, Exhibit 3.02.
(a) Exhibits Item Description
31.1 Certification Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
31.2 Certification Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
32 Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
(iv) Report on Form 8-K
On June 19, 2003, we filed a report on Form 8-K related to our acquisition of
Westmeria Health Care Limited.
On July 14, 2003, we filed a report on Form 8-K/A related to our acquisition of
Westmeria Health Care Limited.
On August 25, 2004, we filed a report on Form 8-K related to our change of
fiscal year end date to 31 January.
On September 19, 2004, we filed a report on Form 10QSB relating to our results
for the three and nine months ended 31 July 2004.
On September 24, 2004, we filed a report on Form 8-K/A which related to the
financial results for the year ended 31 January 2004 and the three months ended
30 April 2004 of Westmeria Health Care Limited, a wholly owned subsidiary of
True Health Inc.
On September 25, 2004, we filed an amended report on Form 8-K/A which related to
the financial results for the year ended 31 January 2004 and the three months
ended 30 April 2004 of Westmeria Health Care Limited, a wholly owned subsidiary
of True Health Inc.
On October 27, 2004, we filed a report on Form 8-K which related to outstanding
correspondence with our previous auditor.
On November 21, 2004, we filed a report on Form 8-K/A which related to
outstanding correspondence with our previous auditor.
On December 12, 2004 we filed a report on Form 8-K/A which related to
outstanding correspondence with our previous auditor.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Malone & Bailey, PLLC, Certified Public Accountants, are the Company's
independent auditors to examine the financial statements of the Company for the
fiscal years ended January,31 2003 and January,31 2004. Malone & Bailey, PLLC
has performed the following services and has been paid the following fees for
these fiscal years.
AUDIT FEES
Malone & Bailey, PLLC was paid aggregate fees of approximately $0 during the
fiscal year ended January 31, 2003 and approximately $12,000 for the fiscal year
ended January 31, 2004 for professional services rendered for the audit of the
Company's annual financial statements and for the reviews of the financial
statements included in Company's quarterly reports on Form 10QSB during these
fiscal years.
AUDIT-RELATED AND OTHER FEES
Malone & Bailey, PLLC was not paid any additional fees for fiscal 2004 and 2003
for non-audit services.
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
True Health, Inc.
Beckenham, Kent, United Kingdom
We have audited the accompanying consolidated balance sheet of True Health, Inc.
as of January 31, 2004 and the related consolidated statements of operations,
stockholders' deficit and cash flows for each of the two years then ended. These
financial statements are the responsibility of True Health's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide 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 True Health as of January 31,
2004 and the results of its operations and its cash flows for each of the two
years then ended in conformity with accounting principles generally accepted in
the United States of America.
The accompanying financial statements have been prepared assuming that True
Health will continue as a going concern. As shown in the financial
statements, True Health incurred net losses of $1,068,884 and $181,035 during
the years ended January 31, 2004 and 2003, and as of January 31, 2004, True
Health's current liabilities exceeded its current assets by $255,335. These
factors raise substantial doubt about True Health's ability to continue as a
going concern. Management's plans in regard to these matters are described in
note 2. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
MALONE & BAILEY, PLLC
www.malone-bailey.com
Houston, Texas
April 8, 2004
TRUE HEALTH, INC.
CONSOLIDATED BALANCE SHEET
January 31, 2004
ASSETS
Current Assets
Cash $ 256,647
Accounts receivable, net 696,817
Inventory 104,909
Other 72,500
-----------
Total Current Assets 1,130,873
Equipment, net of accumulated depreciation of $367,048 245,455
-----------
$ 1,376,328
===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Note payable to factor $ 395,739
Current portion of notes payable 333,157
Accounts payable 119,026
Accrued expenses 257,129
Advances from stockholder 281,157
-----------
Total Current Liabilities 1,386,208
Long-term portion of notes payable 135,904
-----------
Total Liabilities 1,522,112
-----------
Commitments
Stockholders' Deficit
Common stock, $.01 par value, 100,000,000
shares authorized, 49,698,330
shares issued and outstanding 496,983
Paid in capital 534,273
Retained deficit (1,139,424)
Accumulated other comprehensive loss ( 37,616)
-----------
Total Stockholders' Deficit (145,784)
-----------
$ 1,376,328
===========
See accompanying summary of accounting
policies and notes to financial statements.
TRUE HEALTH, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
Years Ended January 31, 2004 and 2003
2004 2003
----------- -----------
Revenue
- Equipment rentals and sales $ 1,295,347 $ 762,889
- Gross fees from radiographer services 2,662,524 233,632
- Other 34,133 35,368
----------- -----------
Total Revenues 3,992,004 1,031,889
----------- -----------
Cost of equipment sold 273,388 129,008
Cost of radiographer services 2,091,317 165,754
General and administrative
- non-cash professional fees 500,394
- other 2,042,303 827,803
Depreciation 116,652 98,603
----------- -----------
Total operating expenses 5,024,054 1,221,168
----------- -----------
Operating loss (1,032,050) (189,279)
Interest income 20 49
Interest expense ( 36,854) ( 14,423)
----------- -----------
Loss before income taxes (1,068,884) (203,654)
Income tax recovery ( 23,619 )
----------- -----------
NET LOSS $(1,068,884) $ (180,035)
=========== ===========
Basic and diluted loss per share $(.02) $(.01)
Weighted average shares outstanding 44,134,904 37,500,000
See accompanying summary of accounting
policies and notes to financial statements.
TRUE HEALTH, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
Years Ended January 31, 2004 and 2003
Accumulated
Other
Comprehensive
Common Stock Paid in Retained Income
Shares Par Capital (Deficit) (Loss) Totals
---------- --------- -------- --------- ------- --------
Balances,
January 31, 2002 37,500,000 $375,000 $(374,839) $109,495 $(2,225) $107,431
Imputed interest on
stockholder loans 5,115 5,115
Net loss (180,035) (180,035)
Foreign currency
translation 2,163 2,163
--------
Comprehensive loss (177,872)
---------- --------- -------- --------- ------- --------
Balances,
January 31, 2003 37,500,000 $375,000 $(369,724) (70,540) (62 ) $(65,326 )
Stock contributed by
majority shareholder (5,148,750) (51,488) 51,488
Stock issued for debt 4,420,500 44,205 212,988 257,193
Deemed distribution to
majority shareholder
by transfer of paid-in
capital to debt (257,193) (257,193)
Reorganization
- shares issued for
public shell 259,126 2,591 (2,591)
- shares issued for
services in the
merger 2,985,000 29,850 (29,850)
Stock issued for
services 7,652,000 76,520 366,730 443,250
Warrants issued for
services 57,144 57,144
Imputed interest on
shareholder loans 10,336 10,336
Warrants exercised
for cash 2,030,454 20,305 494,945 515,250
Net loss (1,068,884) (1,068,884)
Foreign currency
translation (37,554) (37,554)
----------
Comprehensive loss (1,106,438)
---------- -------- -------- ----------- -------- ----------
Balances,
January 31, 2004 49,698,330 $496,983 $534,273 $(1,139,424) $(37,616) $( 145,784)
========== ======== ======== =========== ======== ==========
See accompanying summary of accounting
policies and notes to financial statements.
TRUE HEALTH, INC.
CONSOLIDATED STATEMENTS OF CASH FLOW
Years Ended January 31, 2004 and 2003
2004 2003
----------- -----------
Cash Flows From Operating Activities
Net income (loss) $(1,068,884 ) $( 180,035 )
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 116,652 98,603
Stock issued for services 443,250
Stock warrants issued for services 57,144
Imputed interest on shareholder debt 10,336 5,115
Changes in:
Accounts receivable ( 486,787) ( 50,180)
Inventory 5,176 ( 104,792)
Income tax refund receivable 25,719 ( 25,719)
Other current assets ( 70,387) 2,118
Accounts payable 8,017 91,957
Accrued expenses 188,265 ( 22,942 )
Income taxes payable ( 25,822)
----------- -----------
Net Cash From (Used in) Operating Activities ( 771,499) ( 211,697)
----------- -----------
Cash Flows Used in Investing Activities
Purchase of equipment ( 121,663) ( 105,965)
----------- -----------
Cash Flows From Financing Activities
Proceeds from exercise of warrants for stock 515,250
Proceeds from stockholder advances 178,867 180,237
Net change in note payable to factor 306,710 89,029
Proceeds on notes payable 190,430 67,464
Payments on notes payable ( 4,149) ( 11,572)
----------- -----------
Net Cash From (Used in) Financing Activities 1,187,108 325,158
----------- -----------
Effect of exchange rate changes on cash ( 37,554) ( 7,241)
----------- -----------
Net change in cash 256,392 255
Cash at beginning of year 255 0
----------- -----------
Cash at end of year $ 256,647 $ 255
=========== ===========
Cash paid during the year for:
Interest $ 36,854 $ 9,726
Income taxes 25,822
Non-cash financing and investing activities:
Purchase of vehicle financed by dealership $ 10,000
See accompanying summary of accounting
policies and notes to financial statements.
TRUE HEALTH, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF ACCOUNTING POLICIES
Westmeria Health Care Limited (Westmeria) was incorporated in England and Wales
in 1996. Westmeria rents and sells equipment to hospitals, clinics and nursing
homes. The equipment includes orthopedic mattresses, cushions, bed hoists, pumps
and other bed accessories. Beginning in fiscal 2003, Westmeria also began
placing and leasing radiographers (radiologists) with hospitals and clinics.
Westmeria entered into a reorganization with an inactive publicly-traded United
States corporation, True Health, Inc. (True Health) on June 27, 2003. In this
transaction, True Health issued 37,500,000 shares to Westmeria shareholders in
exchange for 100% of the outstanding Westmeria stock. Because Westmeria
shareholders ended up with over half the resulting total stock outstanding, this
transaction is accounted for as a recapitalization of Westmeria. Westmeria
became a wholly-owned subsidiary of True Health.
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets,
liabilities, revenues and expenses, as well as certain financial statement
disclosures. While management believes that the estimates and assumptions used
in the preparation of the financial statements are appropriate, actual results
could differ from these estimates.
Cash Equivalents. Highly liquid investments with original maturities of three
months or less are considered cash equivalents. There were no cash equivalents
as of January 31, 2004.
Revenue Recognition. Rental revenue is recognized over the rental term,
generally by the month. Product sales are recognized when the product is
shipped. For placed and leased personnel, revenue is recognized when all
placement conditions have been met or as the leased employee performs services
and wages or contractor payments are incurred.
Allowance For Doubtful Accounts. True Health analyzes current accounts
receivable for an allowance for doubtful accounts based on historical bad debt,
customer credit-worthiness, the current business environment and historical
experience with the customer. The allowance includes specific reserves for
accounts where collection is deemed to be no longer probable.
Inventories. Inventories are valued at the lower of first-in, first-out (FIFO)
cost or market.
Long-lived Assets. Property and equipment are stated on the basis of historical
cost less accumulated depreciation. Depreciation is provided using the
straight-line method over the estimated useful lives of the assets. Major
renewals and improvements are capitalized, while minor replacements, maintenance
and repairs are charged to current operations.
Impairment losses are recorded on long-lived assets used in operations when
indicators of impairment are present and the undiscounted cash flows estimated
to be generated by those assets are less than the assets' carrying amount. There
were no impairment losses in fiscal 2004 or 2003.
Income Taxes. Income tax expense is based on reported earnings before income
taxes. Deferred income taxes reflect the impact of temporary differences between
assets and liabilities recognized for financial reporting purposes and such
amounts recognized for tax purposes, and are measured by applying enacted tax
rates in effect in years in which the differences are expected to reverse.
Stock options and warrants. True Health accounts for non-cash stock-based
compensation issued to non-employees in accordance with the provisions of SFAS
No. 123 and EITF No. 96-18, Accounting for Equity Investments That Are Issued to
Non-Employees for Acquiring, or in Conjunction with Selling Goods or Services.
Common stock issued to non-employees and consultants is based upon the value of
the services received or the quoted market price, whichever value is more
readily determinable. True Health accounts for stock options and warrants issued
to employees under the intrinsic value method. Under this method, True Health
recognizes no compensation expense for stock options or warrants granted when
the number of underlying shares is known and the exercise price of the option or
warrant is greater than or equal to the fair market value of the stock on the
date of grant. The following table illustrates the effect on net loss and net
loss per share if True Health had applied the fair value provisions of FASB
Statement No. 123, Accounting for Stock-Based Compensation, to stock-based
employee compensation.
2004 2003
----------- ----------
Net loss as reported $(1,068,884) $(180,035)
Less: stock based compensation
determined under fair value-
based method - -
----------- ----------
Pro forma net loss $(1,068,884) $(180,035)
=========== ==========
Basic and diluted net loss per common share:
As reported $(.02) $(.01)
Pro forma $(.02) $(.01)
The weighted average fair value of the stock options granted during 2004 was
$.77. Variables used in the Black-Scholes option-pricing model include (1) 1.5%
risk-free interest rate, respectively, (2) expected option life is 10 years, (3)
expected volatility is 131%, and (4) zero expected dividends. There were no
options issued or outstanding in fiscal 2003.
Earnings per Share. Basic earnings per share equals net earnings divided by
weighted average shares outstanding during the year. Diluted earnings per share
include the impact of common stock equivalents using the treasury stock method
when the effect is dilutive. There were common stock equivalents during fiscal
2004 but they were not counted as their effect would be anti-dilutive.
Segment reporting. True Health operates two lines of business, but its internal
reporting does not formalize the separation of these two lines into separate
reporting divisions for management purposes. Thus, discrete financial
information by segment is not readily available and segment reporting is not
required.
Foreign currency. True Health designates the United Kingdom pound as their
functional currency because most transactions, including most inventory
purchases and all sales are conducted in U.K. pounds. Transactions are
translated to U.S. dollars for reporting purposes using current rates of
exchange for assets and liabilities. Income and expense elements are translated
at average rates that approximate the rates in effect on the transaction dates.
Equity transactions are translated at historical rates.
Transactions in foreign currencies are recorded using the rate of exchange at
the date of the transaction. Aside from a U.S. dollar bank account, there were
no monetary assets or liabilities denominated in foreign currencies as of
January 31, 2004.
Recently issued accounting pronouncements. True Health does not expect the
adoption of recently issued accounting pronouncements to have a significant
impact on its financial position, results of operations or cash flow.
Economic risk. All revenues are earned from the health care industry within the
United Kingdom.
NOTE 2 - GOING CONCERN
True Health incurred net losses of $1,068,884 and $180,035 during fiscal 2004
and 2003, and as of January 31, 2004, True Health's current liabilities exceeded
its current assets by $255,335. Because of these conditions, True Health will
require additional working capital to develop business operations. During
February 1 - April 8, 2004, True Health received $475,000 from the exercise of
warrants issued in fiscal 2004. In addition, True Health intends to raise
additional working capital either through private placements, public offerings
and/or bank financing.
These conditions raise substantial doubt about True Health's ability to continue
as a going concern. The financial statements do not include any adjustments
relating to the recoverability and classification of asset carrying amounts or
the amount and classification of liabilities that might be necessary should True
Health be unable to continue as a going concern.
NOTE 3 - PROPERTY AND EQUIPMENT
Depreciation
Lives
------------
Rental equipment 4 years $ 405,423
Office equipment 3 - 5 years 166,112
Vehicles 4 years 40,968
---------
612,503
Less: accumulated depreciation (367,048)
---------
$ 245,455
=========
NOTE 4 - NOTE PAYABLE TO FACTOR
True Health maintains a credit line with Venture Finance PLC (Venture) which
involves the sale of True Health's eligible trade accounts receivable to Venture
at a 0.4% discount rate, with 85% of each account available in cash. Interest is
charged at prime + 1.75%. There are minimum per-quarter factoring fees. Accounts
not promptly collected must be repurchased by True Health. Because of this
mandatory recourse provision, this agreement is treated as a financing
arrangement with the sold receivables carried as assets by True Health, and the
net uncollected amount advanced by Venture to True Health as a loan. All
discounts are treated as interest expense.
NOTE 5 - NOTES PAYABLE
Credit line payable to HSBC Bank PLC in London, England, with interest at
bank's prime rate + 2%, collateralized by substantially all assets, but
subordinated to the factor's interest, and repayable in monthly installments
of approximately $4,160 per month plus interest. The maximum credit under this
agreement is $182,721, and the
agreement expires December 2007. $182,721
HSBC Bank PLC checking account overdraft credit line, limited to approximately
$18,168 beyond the above credit line maximum amount, with interest payable at
bank's prime rate + 2%, secured by substantially all assets, with no
specific repayment terms. 264,773
Three capitalized vehicle leases, with monthly payments due of approximately
$722 including interest at 10% APR, collateralized by vehicles with a cost of
approximately
$36,336. 21,567
--------
Total $469,061
Less: amounts due within one year (333,157)
--------
Long-term portion of notes payable $135,904
========
Future principal repayments are due in the years ended:
January 31, 2006 $62,769
2007 54,798
2008 18,337
--------
$135,904
========
NOTE 6 - ADVANCES FROM STOCKHOLDER
During fiscal 2003, the majority stockholder and several key employees
periodically advanced amounts to True Health for operating capital. In June
2003, the key employees purchased 4,420,500 shares from the previously sole
shareholder by exchanging $257,193 in amounts previously advanced. These
advances were thus transferred to the majority stockholder who now holds all of
this debt. During fiscal 2004, the majority stockholder advanced additional
amounts. These advances bear no interest, and 6% and 10% imputed interest
charges have been added as an increase to stockholders' equity for fiscal 2004
and 2003, respectively.
As of January 31, 2004, a company 100%-owned by True Health's majority
shareholder owed True Health $115,347. This has been netted against the monies
owed by True Health on its balance sheet as of January 31, 2004.
NOTE 7 - INCOME TAXES
True Health uses the liability method, where deferred tax assets and liabilities
are determined based on the expected future tax consequences of temporary
differences between the carrying amounts of assets and liabilities for financial
and income tax reporting purposes.
Income tax is composed of:
2004 2003
---------- ----------
Current income tax (recovery) $ 0 $ (23,619)
Deferred income tax 0 0
---------- ----------
$ 0 $ (23,619)
========== ==========
The following is a reconciliation of the effective income tax rate:
2003 2002
---------- ----------
United Kingdom statutory income tax rate 0.0% (19.0)%
Increase (decrease) in tax rate resulting from:
Limited by refundable taxes paid in prior years 7.4
---------- ----------
0.0% (11.6)%
========== ==========
The net operating loss carryforward in the United Kingdom and the United States
at January 31, 2004 is approximately $400,000 and $600,000, respectively.
Carryforwards in each country expire in 2022 - 2023.
NOTE 8 - COMMON STOCK
Westmeria entered into a reorganization with an inactive publicly-traded United
States corporation, True Health, Inc. (True Health) on June 27, 2003. In this
transaction, True Health issued 37,500,000 shares to Westmeria shareholders in
exchange for 100% of the outstanding Westmeria stock. Because Westmeria
shareholders ended up with over half the resulting total stock outstanding, this
transaction is accounted for as a recapitalization of Westmeria. Westmeria
became a wholly-owned subsidiary of True Health.
Immediately prior to this transaction, the sole shareholder of Westmeria sold
4,420,500 of his personal Westmeria shares to key employees in exchange for
$257,193 of prior amounts loaned to Westmeria, and issued another 728,250 shares
to a key employee for past services performed. These shares issued for services
have been recorded at the same approximately $.058 per share as the shares
issued for cash, or $42,186. Because these transactions involve Westmeria shares
and employees, these 5,148,750 shares will be shown as a deemed contribution by
the sole shareholder to Westmeria and the $257,193 debt transfer from these key
employees to the now-majority shareholder as a deemed distribution.
Also in connection with this True Health transaction, 3,000,000 warrants were
issued to consultants for services to be performed. 1,000,000 of these warrants
are exercisable at $.001 per share, or $1,000. These warrants are recorded as
compensation expense in June 2003 of $57,144. The other 2,000,000 warrants are
at exercise prices ranging from $.40 to $1 per share, and no compensation
expense will be recorded for them.
Subsequent to this reorganization, 2,030,454 warrants were exercised for
$515,250 cash proceeds.
Imputed interest on the shareholder loans of $10,336 and $5,115 was recorded as
a shareholder contribution in fiscal 2004 and 2003, respectively.
NOTE 9 - STOCK OPTIONS AND WARRANTS
True Health adopted its Stock Option Plan in July 2003. It reserves options for
up to 2,000,000 shares of common stock, to be awarded to non-employee
consultants for services rendered. No shares have been issued under the Plan as
of May 17, 2004.
Under this plan, True Health issued a total of 520,500 options to employees in
November 2003 and January 2004. These options vest 100% after 3 years from the
grant dates, and have a subsequent life of 7 years. Employees who leave the
Company before the third anniversary of the grant dates forfeit their options.
True Health also issued 3,000,000 stock warrants to consultants during July
2003.
No options or warrants were issued prior to the above issuances.
True Health uses the intrinsic value method of calculating compensation expense
for employees. During fiscal 2004, no compensation expense was recognized for
the issuance of options issued to employees, because no options vested during
the period.
The warrants issued to consultants were recorded at fair value. The compensation
cost recorded for these warrants was $57,144 based on the Black-Scholes option
pricing model.
The weighted average fair value of the stock options granted during 2004 was
$.77, however no expense was recorded because none of these options has vested
yet. Variables used in the Black-Scholes option-pricing model include (1) 1.5%
risk-free interest rate, respectively, (2) expected option life is 10 years, (3)
expected volatility is 131%, and (4) zero expected dividends. There were no
options issued or outstanding in fiscal 2003.
Summary information regarding options and warrants is as follows:
Weighted Weighted
Average Average
Share Share
Options Price Warrants Price
-------- ----- ---------- -----
Year ended January 31, 2004:
Granted 520,500 $.77 3,000,000 $ .40
Exercised (2,030,454) .25
Forfeited ( 67,500) .71
-------- ----- ---------- -----
Outstanding, year ended
January 31, 2004 453,000 $.78 969,546 $ .71
======== ===== ========== =====
Options outstanding and exercisable as of January 31, 2004:
- - Outstanding - - Exercisable
No. of Remaining Number of
Exercise Price Shares life Shares
--------- --------- ----------
$ .67 245,500 10 years 0
.94 207,500 10 years 0
--------- ---------
453,000 0
========= =========
Warrants outstanding and exercisable as of January 31, 2004:
- - Outstanding - - Exercisable
No. of Remaining Number of
Exercise Price Shareslife Shares
--------- --------- ----------
$ .55 319,546 3 years 319,546
.75 550,000 3 years 550,000
1.00 100,000 3 years 100,000
--------- ---------
969,546 969,546
========= =========
NOTE 10 - COMMITMENTS
True Health leases its facility under an operating lease agreement which expires
in 2009. Total minimum rental commitments as of January 31, 2004 are $68,088 in
each of fiscal 2005, 2006, 2007 and 2008. Total rent expense was $63,593 and
$24,217 in fiscal 2004 and 2003, respectively.
NOTE 11 - MAJOR CUSTOMERS AND VENDORS
True Health sold 10% and 24% in fiscal 2004 and 2003 sales, respectively, to one
customer. In fiscal 2003, Westmeria sold 14%, 11% and 10% of its sales to 3
other customers.
True Health purchased 11% and 10% from two major vendors during fiscal 2003.
No other customers or vendors accounted for as much as 10% of sales or cost of
sales in fiscal 2004 or 2003.
NOTE 12 - SUBSEQUENT EVENTS
In February and March 2004, an additional 718,545 warrants were exercised for
cash proceeds of $475,750.
PART II - OTHER INFORMATION
ITEM ?. EXHIBITS AND REPORTS ON FORM 10-KSB
SIGNATURES
Pursuant to the requirements of the Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
Dated: May,14 2004
TRUE HEALTH, INC.
BY: David Francis
-------------------
David Francis, CEO
BY: Ian Wylie
------------------
Ian Wylie, CFO
Exhibit ?
Certification Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2003
I, David Francis, certify that:
1. I have reviewed the quarterly report on Form 10-KSB of True Health,
Inc. for the period ended January 31, 2004 (this
"Report");
2. Based on my knowledge, this Report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this Report;
3. Based on my knowledge, the financial statements, and other financial
information included in this Report, fairly present in all material
respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this Report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this Report is
being prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the
filing date of this Report (the "Evaluation Date"); and
(c) presented in this Report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of
the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors:
(a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
(b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
Report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Dated: May,14 2004
David Francis
--------------------------------------
David Francis, CEO
Exhibit ?
Certification Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2003
I, Ian Wylie, certify that:
7. I have reviewed the quarterly report on Form 10-KSB of True Health, Inc.
for the period ended January 31, 2004 (this "Report");
8. Based on my knowledge, this Report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered
by this Report;
9. Based on my knowledge, the financial statements, and other financial
information included in this Report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this Report;
10. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
(d) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
Report is being prepared;
(e) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this Report (the "Evaluation Date"); and
(f) presented in this Report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
11. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors: (c) all significant
deficiencies in the design or operation of internal controls which could
adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
(d) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
12. The registrant's other certifying officers and I have indicated in this
Report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Dated: May,14 2004
Ian Wylie
--------------------------------------
Ian Wylie, CFO
Exhibit ?
Certification Pursuant to 18U.S.C Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2003
Each of the undersigned hereby certifies, for the purposes of section 1350 of
chapter 63 of title 18 of the United States Code, in his capacity as an
officer of True Health, Inc. ("True Health"), that, to his knowledge, the
quarterly report on Form 10-KSB of True Health, Inc. for the period ended
January 31, 2004, fully complies with the requirements of Section 13(a)
of the Securities Exchange Act of 1934 and that the information contained
in such amendment to said report fairly presents, in all material
respects, the financial condition and results of operation of True
Health.
Dated: May,14 2004
David Francis
--------------------------------------
David Francis, CEO
Ian Wylie
--------------------------------------
Ian Wylie, CFO