UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
10-QSB
(
Mark One)
[X]
QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF
1934
For the
quarterly period ended
February
29, 2008
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:
333-61801
LIFEQUEST
WORLD CORPORATION
(
formerly Phytolabs, Inc.
and Jurak Corporation World Wide, Inc.)
(Exact
name of registrant as specified in its charter)
MINNESOTA
88-0407679
(State
or other jurisdiction of
(Federal
Employer
incorporation
or organization)
Identification
No.)
1181
Grier Drive, Suite C, Las Vegas, NV
89119-3746
(Address
of principal executive offices)
(Zip
Code)
(702)
914-9688
Registrants
telephone number, including area code
Check 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
[
]
Indicate by check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act. YES
[
]
NO
[X]
APPLICABLE
ONLY TO CORPORATE ISSUERS:
Indicate the number
of shares outstanding of each of the issuers classes of common stock, as of the
latest practicable date.
Class
Outstanding
at March 31, 2008
Common
Stock, no par value
40,478,830
LIFEQUEST WORLD CORPORATION
(formerly
PHYTOLABS, INC. AND JURAK CORPORATION WORLD WIDE, INC.)
INDEX
Page
No.
Part I.
Financial Information
Item
1. Financial Statements
Condensed
Balance Sheets
3
Condensed
Statements of Operations
4
Condensed
Statements of Cash Flows
5
Selected
Notes to Condensed Financial Statements
6
Item
2. Managements Discussion and Analysis of
Financial
Condition and Results of Operations
11
Item
3. Controls and Procedures
16
Part II. Other
Information
Item
1. Legal Proceedings
17
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
17
Item
5. Other Information
17
Item
6. Exhibits
17
|
|
|
|
LIFEQUEST WORLD CORPORATION
|
(formerly PHYTOLABS, INC. and JURAK CORPORATION WORLD
WIDE, INC.)
|
CONSOLIDATED BALANCE SHEETS
|
|
Item 1.
Financial Statements
|
|
|
|
|
|
|
|
|
February 29
|
|
May 31
|
Assets:
|
2008
|
|
2007
|
|
(unaudited)
|
|
(audited)
|
|
____________
|
|
____________
|
Current
assets:
|
|
|
|
Cash
and cash equivalents
|
$
214,723
|
|
$
197,338
|
Accounts
receivable
|
23,844
|
|
7,622
|
Inventories,
net
|
299,480
|
|
64,010
|
Prepaid
expenses and advances
|
4,821
|
|
13,854
|
|
____________
|
|
____________
|
Total
current assets
|
542,868
|
|
282,824
|
|
____________
|
|
____________
|
|
|
|
|
Office
furnishings and equipment, net
|
1,717
|
|
5,152
|
|
____________
|
|
____________
|
Other
assets:
|
|
|
|
Deposits
|
16,356
|
|
38,598
|
Other
asset - immune booster license, net
|
2,389,208
|
|
2,390,721
|
|
____________
|
|
____________
|
Total
other assets
|
2,405,564
|
|
2,429,319
|
|
____________
|
|
____________
|
|
|
|
|
Total
Assets
|
$
2,950,149
|
|
$
2,717,295
|
|
____________
|
|
____________
|
|
____________
|
|
____________
|
|
|
|
|
Liabilities and Stockholders' Equity :
|
|
|
|
|
|
|
|
Current
liabilities:
|
|
|
|
Current
portion of capital lease obligation
|
$
559
|
|
$
932
|
Accounts
payable
|
152,711
|
|
97,424
|
Accounts
payable-related party
|
96,912
|
|
54,826
|
Installment
payable-immune booster license
|
-
|
|
1,384,513
|
Accrued
interest - installment payable
|
-
|
|
23,075
|
Accrued
compensation and benefits
|
146,437
|
|
158,809
|
Accrued
royalties-related party
|
984,167
|
|
631,856
|
Payable
to stockholder/officers
|
10,033
|
|
26,374
|
|
____________
|
|
____________
|
Total
current liabilities
|
1,390,819
|
|
2,377,809
|
|
|
|
|
Capital lease
obligations, net of current portion
|
-
|
|
321
|
|
____________
|
|
____________
|
|
|
|
|
Total
liabilities
|
1,390,819
|
|
2,378,130
|
|
____________
|
|
____________
|
Stockholders'
equity :
|
|
|
|
Common
stock, par value .001 per share, 150,000,000 shares
|
|
|
|
authorized,
40,478,830 and 34,245,500 shares issued and
|
|
|
|
outstanding
at February 29, 2008 and May 31, 2007, respectively
|
40,479
|
|
34,245
|
Additional
paid-in capital
|
8,559,885
|
|
6,316,154
|
Accumulated
deficit
|
(7,041,034)
|
|
(6,011,234)
|
|
____________
|
|
____________
|
Total
stockholders' equity
|
1,559,330
|
|
339,165
|
|
|
|
|
|
____________
|
|
____________
|
|
|
|
|
Total
Liabilities and Stockholders' Equity
|
$
2,950,149
|
|
$
2,717,295
|
|
____________
|
|
____________
|
|
____________
|
|
____________
|
See
accompanying notes to consolidated financial
statements.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIFEQUEST
WORLD CORPORATION
|
(formerly
PHYTOLABS, INC. and JURAK CORPORATION WORLD WIDE, INC.)
|
CONSOLIDATED
STATEMENTS OF OPERATIONS
|
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months
ended February
|
|
Nine months
ended February
|
|
2008
|
|
2007
|
|
2008
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales-product
|
$
|
223,204
|
|
|
$
|
240,088
|
|
|
$
|
721,130
|
|
|
$
|
796,674
|
|
Royalty income-immune
booster
|
|
20,850
|
|
|
|
-
|
|
|
|
80,417
|
|
|
|
-
|
|
Total
Revenue
|
|
244,054
|
|
|
|
240,088
|
|
|
|
801,547
|
|
|
|
796,674
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales
|
|
24,290
|
|
|
|
39,829
|
|
|
|
156,682
|
|
|
|
177,238
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
219,764
|
|
|
|
200,259
|
|
|
|
644,865
|
|
|
|
619,436
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Royalty expense-related
party
|
|
125,000
|
|
|
|
125,000
|
|
|
|
375,000
|
|
|
|
375,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distribution, selling
and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
administration
expenses
|
387,357
|
|
|
316,962
|
|
|
1,132,469
|
|
|
1,010,169
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from
operations
|
(292,593)
|
|
|
(241,703)
|
|
|
(862,604)
|
|
|
(765,733)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income and
(expenses)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
expense
|
|
(116,973)
|
|
|
|
(45,580)
|
|
|
|
(167,196)
|
|
|
|
(45,580)
|
|
Total
other income and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(expense),
net
|
|
(116,973)
|
|
|
|
(45,580)
|
|
|
|
(167,196)
|
|
|
|
(45,580)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss before income
taxes
|
|
(409,566)
|
|
|
|
(287,283)
|
|
|
|
(1,029,800)
|
|
|
|
(811,313)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax
expense
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
$
|
(409,566)
|
|
|
$
|
(287,283)
|
|
|
$
|
(1,029,800)
|
|
|
$
|
(811,313)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted
loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
per common
share
|
$
|
(0.01)
|
|
|
$
|
(0.01)
|
(a)
|
$
|
(0.03)
|
|
|
$
|
(0.02)
|
(a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
outstanding common
shares-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
basic and diluted
(a)
|
|
39,755,387
|
|
|
|
33,730,744
|
(a)
|
|
37,332,888
|
|
|
|
33,412,965
|
(a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) Reflects the 1 for 3
stock split effective August 20, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See
accompanying notes to consolidated financial statements.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIFEQUEST
WORLD CORPORATION
|
(formerly
PHYTOLABS, INC. and JURAK CORPORATION WORLD WIDE,
INC.)
|
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
(unaudited)
|
|
|
Nine months
ended February
|
|
|
|
|
|
|
|
2008
|
|
2007
|
|
|
|
|
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
Net loss
|
$
(1,029,800)
|
|
$
(811,313)
|
|
Adjustments to reconcile net loss
|
|
|
|
|
to net cash used in operating
activities:
|
|
|
|
|
Depreciation and
amortization
|
4,948
|
|
8,560
|
|
Changes in operating assets
and liabilities:
|
|
|
|
|
Accounts
receivable
|
(16,222)
|
|
-
|
|
Inventories
|
(235,470)
|
|
(5,881)
|
|
Prepaid
expenses and advances
|
9,033
|
|
4,452
|
|
Deposits
|
22,242
|
|
4,055
|
|
Accounts
payable
|
97,373
|
|
150,841
|
|
Accrued
expenses
|
316,864
|
|
390,509
|
|
|
____________
|
|
____________
|
|
Net
cash used in operating activities
|
(831,032)
|
|
(258,777)
|
|
|
____________
|
|
____________
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
Restricted cash
|
-
|
|
18,976
|
|
Investment in other asset - immune booster
license
|
-
|
|
(583,909)
|
|
Advance to officer/shareholder
|
-
|
|
(44,435)
|
|
|
____________
|
|
____________
|
|
Net cash used
in investing activities
|
-
|
|
(609,368)
|
|
|
____________
|
|
____________
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
Checks issued in excess of bank balance
|
-
|
|
10,896
|
|
Proceeds from issuance of common stock, net of
issuance costs
|
2,249,965
|
|
800,000
|
|
Payments on installment payable-immune booster
license
|
(1,384,513)
|
|
-
|
|
Payments on capital lease obligations
|
(694)
|
|
(4,514)
|
|
Advances from (repayment to)
stockholder/officer
|
(16,341)
|
|
18,415
|
|
|
____________
|
|
____________
|
|
Net cash
provided by financing activities
|
848,417
|
|
824,797
|
|
|
____________
|
|
____________
|
|
|
|
|
|
|
|
|
|
|
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS
|
17,385
|
|
(43,348)
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS AT BEGINNING OF
PERIOD
|
197,338
|
|
44,073
|
|
|
____________
|
|
____________
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
$
214,723
|
|
$
725
|
|
|
____________
|
|
____________
|
|
|
____________
|
|
____________
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to consolidated
financial statements.
|
NOTES TO CONDENSED
FINANCIAL STATEMENTS
NOTE 1 - CONDENSED
FINANCIAL STATEMENTS
Company Name
Change and Nature of Business
Effective August 20, 2007, the Company changed its name to
Lifequest World Corporation (formerly Phytolabs, Inc. and Jurak Corporation
World Wide, Inc.) to better reflect the business the company is involved in --
that of products designed to positively affect the lives of people worldwide.
The shares of the Company trade on the Over the Counter Bulletin Board under the
symbol, LQWC. We are a product-focused company specializing in the herbal
supplement industry and market.
Lifequest World Corporation was incorporated under the laws of the
State of Minnesota on November 1, 1997. In this Quarterly Report, the terms
Company, us, we, our and its are used as references to Lifequest World
Corporation. We develop and distribute dietary herbal supplement products. Our
JC Tonic, The Youth Solution first developed in the 1920s and 1930s and
introduced to the marketplace in 1943 by Mr. Carl Jurak, the father of the
founder of our Company. Our dietary herbal supplement products are distributed
through a network marketing system using independent distributors that we refer
to as Ambassadors of Health (distributors).
The
consolidated balance sheets as of February 29, 2008 and the related consolidated
statements of operations for the three and nine months ended February 29, 2008
and February 28, 2007 and the consolidated statements of cash flows for the
nine-month periods then ended have been prepared by the Company without audit.
In the opinion of management, all adjustments (which include normal
recurring adjustments) necessary to present fairly the financial position,
results of operations, and cash flows at February 29, 2008 and February 28, 2007
and for the nine months then ended have been made.
Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles in the
United States of America have been condensed or omitted. It is suggested
these condensed financial statements be read in conjunction with the financial
statements and notes thereto included in the Companys May 31, 2007 audited
financial statements and form 10-KSB. The results of operations for the
period ended February 29, 2008 are not necessarily indicative of the operating
results for the entire year.
The
presentation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets, liabilities, and disclosure of contingent
assets and liabilities at the balance sheet date, and the reported amounts of
revenues and expenses during the reporting period. The estimates and
assumptions used in the accompanying condensed financial statements are based
upon managements evaluation of the relevant facts and circumstances as of the
time of the financial statements. Actual results could differ from those
estimates.
NOTE
2 COMPANYS CONTINUED EXISTENCE
The
accompanying consolidated financial statements have been prepared in conformity
with accounting principles generally accepted in the United States of America,
which contemplate continuation of the Company as a going concern. However,
the Company has sustained substantial losses and has a significant working
capital deficit. The Company intends to generate positive cash flows from
operations through increased sales utilizing the network of distributors in
place and from financing activities by
issuing
additional stock, and obtaining necessary capital through additional advances
from the Companys principal stockholder or through private placements. There
can be no assurance the Company will be able to obtain additional capital from
private placements in the future. The Company has no other committed
sources or arrangements for additional financing.
The
financial statements do not include any adjustment relating to recoverability
and classification of recorded assets, or the amounts and classification of
liabilities that might be necessary should the Company be unable to continue to
exist. Management believes that actions presently being taken provide the
opportunity for the Company to continue as a going concern.
NOTE 3 -
INVENTORIES
Inventories
summarized below are priced at the lower of first-in, first-out cost or
market:
February
29
May
31
2008
2007
Finished
goods and supplies
$
129,201
$
56,050
Raw
materials
171,779
26,571
Allowance
for obsolescence
(1,500)
(18,611)
Total
$
299,480
$
64,010
NOTE 4 OTHER ASSET-
IMMUNE BOOSTER LICENSE
From December 6, 2006 through November 30, 2007, the Company made
payments of $2,517,531 for licensing fees associated with an exclusive license
and distribution agreement to acquire the worldwide marketing rights to the
world's most powerful, natural immune booster discovered to date, as stated by
the scientific research team that developed the product. These rights are being
acquired from Nordic Immotech Trading APS (Nordic Immotech), a leading life
science company with a successful history of producing unique, patented products
that are distributed on a global scale. On December 1, 2006, the Company,
through its wholly owned subsidiary, Phytolab Solutions, Inc. finalized the
closing of this exclusive global license and distribution agreement with respect
to this natural immune booster product. Phytolab Solutions, Inc. has started to
market and sell these products during the three months ended February 29, 2008.
As part of the closing for this agreement, the Company paid $2,500,000 per the
terms of the installment agreement. As of February 29, 2008, there are no
remaining installments due under the agreement.
The Company has imputed interest on these installments at a rate
of 10% and recorded the discounted installment payments as an other asset in the
Companys financial statements which totals $2,373,190. Additional costs
for legal were also incurred which totaled $17,531 and were added to this other
asset. The Company is amortizing the licensed asset over the
estimated sales volume that is anticipated over the remaining term of the
licensed agreement to properly match revenue and expenses. Amortization of
$1,513 on the licensed asset has been made for the nine months ended February
29, 2008 and has been included in cost of sales. This estimate will be revised
as necessary for each reporting period.
Under this license agreement, the Company has minimum purchase
commitments for the calendar years as follows: 2007-1,000 Kilograms (KG),
2008-3,000 Kg, 2009-9,000 Kg, 2010-15,000 Kg, and 2011 and each year
thereafter-20,000 Kg. If the Company fails to meet the minimum purchase
requirements, Nordic Immotech has the right to terminate their license agreement
with three months written notice from the
expiration of the applicable calendar year. The Company has met
the minimum purchase requirements for calendar year 2007.
As part of the license agreement noted above, Nordic Immotech
shall pay a royalty of ten percent (10%) of net sales of raw materials sold by
Nordic and or affiliates to independent third parties in territories outside of
the United States.
In a separate agreement, the Company was granted an option to
purchase all the shares in Nordic Immotech (the supplier). Subject to the terms
and conditions of the separate agreement, the Company has the option to purchase
all of the shares of Nordic Immotech (170,000 shares) at a fixed price of $76.47
per share for a total of $13,000,000. The Company may exercise the option
anytime before December 1, 2008.
NOTE 5 DISTRIBUTOR
STOCK BONUS PLAN
Prior
to June 1, 2007, The Company offered to its distributors a plan whereby the
distributors could earn a stock bonus based on sales and bonus points.
Distributors earned certificates redeemable for a certain number of shares of
the Companys common stock three years after the certificate has been earned.
The number of certificates outstanding at February 29, 2008 and May 31, 2007
were 103,952. The liability for the bonus points of $111,695 at February 29,
2008 and May 31, 2007 is included in accrued compensation and benefits.
These amounts are redeemable into shares of common stock at the shares
fair market value on the date that they are fully earned and redeemed.
During the nine month period ended February 29, 2008 and year ended
May 31, 2007; no shares were issued to various distributors under this plan.
Effective June 1, 2007 this plan was discontinued, however the liability or a
portion there of will remain for a period of 3 years relating to the 103,952
shares which were earned but not yet vested and issued. As the shares vest over
the three year period of time, the stock certificates will be issued and will
correspondingly reduce this liability.
NOTE 6
STOCKHOLDERS EQUITY
In July of 2007, the Board of Directors approved a split of its
common stock on a basis of 1
new share for each 3 old shares. Shareholders of record as of the
effective date of August 20, 2007 have
received 1 new share for three old shares outstanding. All per
share information and EPS calculations,
including prior periods, reflect the effect of this stock
split.
Prior
to the stock split in July of 2007, the Company had issued 1,600,000 shares of
stock (prior to adjusting for stock split) for $1,599,950 in proceeds, net of
transaction costs. The placement consisted of selling units which included one
share of common stock and a warrant (one year term) to purchase one share of our
common stock at an exercise price of $1.25 for a unit price of $1.00.
After
the stock split in July of 2007, there was a single placement of 1,400,000
shares at $0.50 per share for $700,000. Subsequently, we authorized a private
placement of up to 12,000,000 shares of our common stock. These shares were to
be sold on a best efforts basis. This placement will have no warrants issued. We
sold 2,500,000 shares at $0.20 per share for $500,000 in September 2007. We sold
in November 2007, 1,190,476 shares for $499,965, net of transaction costs, sold
in December 2007, 595,238 shares for $250,000 and sold in February 2008, 714,286
shares for $300,000 at $0.42 per share. Subsequent to February 29, 2008, The
Company issued 1,500,000 shares for monies received in connection with these
stock sales noted above.
During
the nine month period ended February 29, 2008, two employees have elected to
cancel 166,670 shares of restricted common stock that they received in April of
2007 in lieu of cash compensation. The employees forfeited the shares due to
personal tax ramifications and the Company does not intend to replace this form
of compensation.
Stock
Warrants
As of
February 29, 2008, the Company has 533,333 warrants outstanding at an exercise
price of $3.75 with a remaining term of no longer than 1 year.
Stock
Option Plan
In June
2007, The Board of Directors authorized a stock option plan whereby management
could issue of up to 2,000,000 options to purchase shares of the Companys
common stock. The stock options may be issued to directors, officers, employees
and consultants of the Company. Options granted under this plan are
non-qualified stock options and have exercise prices and vesting terms
established by the Board of Directors at the time of each grant. Options must be
exercised within five years of grant date, unless otherwise extended by the
Board of Directors or unless grantee ceases to be an officer, director, employee
or consultant of the Company. As of February 29, 2008, no stock options were
issued under this plan.
NOTE 7
CONTINGENCIES
In the
ordinary course of business, the Company is exposed to legal actions and
threatened claims and incurs costs to defend against such legal actions and
claims. Company management is not aware of any such outstanding, pending
or threatened action, claim or other circumstance that would materially affect
the Companys financial position or results of operations.
NOTE 8 - INCOME
TAXES
Effective June 1, 2007, the Company adopted FASB Interpretation 48
(FIN 48), Accounting for Uncertainty in Income Taxes to address the
non-comparability in reporting tax assets and liabilities resulting from a lack
of specific guidance in FASB Statement of Financial Accounting Standards No. 109
(SFAS 109), Accounting for Income Taxes on the uncertainty in income taxes
recognized in an enterprises financial statements. Specifically, FIN 48
prescribes (a) a consistent recognition threshold and (b) a measurement
attribute for the financial statement recognition and measurement of a tax
position taken or expected to be taken in a tax return, and provides related
guidance on derecognition, classification, interest and penalties, accounting
interim periods, disclosure and transition. To the extent interest and penalties
would be assessed by taxing authorities on any underpayment of income taxes,
such amounts would be accrued and classified as a component of income tax
expenses on the consolidated statement of operations. The adoption of FIN 48 did
not impact the consolidated financial statements for the nine months ended
February 29, 2008. The Companys federal and state tax returns are potentially
open to examinations for fiscal years 2004-2007.
Deferred taxes are provided on a liability method whereby deferred
tax assets are recognized for deductible temporary
differences and operating loss and tax credit carryforwards and deferred
tax liabilities are recognized for taxable temporary differences. Temporary
differences are the differences between the reported amounts of assets and
liabilities and their tax basis. Deferred tax assets are reduced by a valuation
allowance when, in the opinion of management, it is more likely than not that
some portion or all of the deferred tax assets will not be realized. Deferred
tax assets and liabilities are adjusted for the
effects
of changes in tax laws and rates on the date of the enactment. The Company has
recorded a full valuation allowance for all deferred tax assets due to the
significance of its continued operating losses.
NOTE 9 RELATED
PARTY TRANSACTIONS
Intellectual Property License
Agreement
In
January 1999, we entered into an intellectual property license agreement (the
"License Agreement") with Jurak Holdings Limited ("JHL"), a corporation
organized under the laws of the Province of Alberta, Canada and an affiliate of
our Chief Executive Officer and one of our directors. Pursuant to the terms and
provisions of the License Agreement, we are required to pay the greater of
$500,000 for fiscal year 2003 and each calendar year thereafter, during the
first ten years of the License Agreement (the "Minimum Royalty Fee"), or eight
percent of the net sales price of all licensed products sold under the License
Agreement (the "Continuing Royalty Fee"). After fiscal 2013, we are required to
make payments in the amount of the Continuing Royalty Fee. On any amounts past
due on this agreement, interest will accrue at prime plus 1%.
For the
nine months ended February 29, 2008 and February 28, 2007, the minimum royalty
fee for the amount of $375,000 was expensed. The accrued payments due and owing
to JHL under the License Agreement for the Minimum Royalty Fee and the
Continuing Royalty Fee were $984,167 and $631,856 February 29, 2008 and May 31,
2007, respectively. The amount owed as of February 29, 2008 includes accrued
interest of $113,241 which was recorded due to continued delinquent
payments.
NOTE 10
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In
February 2007, the FASB issued Statement of Financial Accounting Standards
Statement No. 159,
The Fair Value Option for Financial Assets and Financial
Liabilities - Including an Amendment of FASB Statement No. 115
(SFAS No.
159). This standard permits an entity to choose to measure many financial
instruments and certain other items at fair value. This standard is effective
for financial statements issued for fiscal years beginning after November 15,
2007. We believe the adoption of SFAS No. 159 will not have a material impact on
our consolidated financial position or results of operations
In
September 2006, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards No. 157,
Fair Value Measurements
("SFAS
No. 157"). This standard clarifies the principle that fair value should be based
on the assumptions that market participants would use when pricing an asset or
liability. Additionally, it establishes a fair value hierarchy that prioritizes
the information used to develop those assumptions. This standard is effective
for financial statements issued for fiscal years beginning after November 15,
2007. We are currently evaluating the impact of this statement. We believe the
adoption of SFAS No. 157 will not have a material impact on our consolidated
financial position or results of operations.
Item 2.
Managements Discussion and Analysis of Financial
Condition and Results of Operations
Overview
Lifequest World Corporation, (formerly Phytolabs, Inc. and Jurak
Corporation World Wide, Inc.), a Minnesota corporation incorporated on November
1, 1997, currently trades on the Over-the-Counter Bulletin Board under the
symbol "LQWC". We are a product-focused company specializing in the herbal
supplement industry and market.
We
distribute our products through a network marketing system using independent
distributors. Network marketing appeals to a wide cross-section of people,
particularly those seeking to supplement income, start a home-based business or
pursue entrepreneurial opportunities other than conventional full-time
employment. We consider our attractive compensation plan and cash
bonus pools to be attractive components of our network marketing system. We also
believe that our network marketing system is ideally suited to market herbal
supplement products because sales of such products are strengthened by ongoing
personal contact between our distributors and their customers. Distributors are
given the
opportunity through sponsored events and training sessions to
network with other distributors, develop selling skills and establish personal
goals. We supplement monetary incentives with other forms of
recognition in order to further motivate and foster an atmosphere
of excitement through our distributor network.
We have
obtained trademark protection for the name "JC Tonic" within the United States
and within Canada. We also own the web sites www.jurak.com, www.jctonic.com and
www.tonicman.com.
The
Company has also obtained the worldwide marketing rights to the world's most
powerful, natural immune booster discovered to date, as stated by the scientific
research team that developed the product. These rights have been acquired from a
leading life science company with a successful history of producing unique,
patented products that are distributed on a global scale. On December 1, 2006,
the Company finalized the closing of this exclusive global license and
distribution agreement with respect to this natural immune booster product and
has made the entire required installment payments called for in the agreement as
of February 29, 2008. The Company has begun to market and sell these products
beginning in the third quarter of fiscal 2008.
The following discussion and analysis of our results of operations
and financial position should be read in conjunction with our audited financial
statements and the notes thereto, included in our 10-KSB filed for the year
ended May 31, 2007. Our financial statements are prepared in accordance with
U.S. GAAP.
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
The
following discussion is intended to provide an analysis of our financial
condition and should be read in conjunction with our audited financial
statements and the notes thereto. The matters discussed in this section,
which are not historical or current facts, deal with potential future
circumstances and developments. Such forward-looking statements include,
but are not limited to, the development plans for our growth, trends in the
results of our development, anticipated development plans, operating expenses
and our anticipated capital requirements and capital resources. Our actual
results could differ materially from the results discussed in the
forward-looking statements.
The
accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America, which
contemplate continuation of the Company as a going concern. However, the
Company has sustained substantial losses and its current liabilities exceed
its
current assets. The Company intends to generate positive cash flows from
operations through increased sales utilizing the network of distributors in
place with existing products and the new natural immune booster products,
issuing additional stock, and obtaining necessary capital through additional
advances from the Companys principal stockholder or through private
placements.
To
continue operations, the Company must raise additional capital. As stated
in Note 6, the Company has sold additional stock in a private placement during
the nine months ended February 29, 20008. However, there can be no
assurance the Company will be able to obtain additional capital from private
placements in the future. The Company has no other committed sources or
arrangements for additional financing.
Prior
to the stock split in July of 2007, the Company had issued 1,600,000 shares of
stock (prior to adjusting for stock split) for $1,599,950 in proceeds, net of
transaction costs. The placement consisted of selling units which included one
share of common stock and a warrant (one year term) to purchase one share of our
common stock at an exercise price of $1.25 for a unit price of $1.00.
After
the stock split in July of 2007, there was a single placement of 1,400,000
shares at $0.50 per share for $700,000. Subsequently, we authorized a private
placement of up to 12,000,000 shares of our common stock. These shares were to
be sold on a best efforts basis. This placement will have no warrants issued. We
sold 2,500,000 shares at $0.20 per share for $500,000 in September 2007. We sold
in November 2007, 1,190,476 shares for $499,965, net of transaction costs, sold
in December 2007, 595,238 shares for $250,000 and sold in February 2008, 714,286
shares for $300,000 at $0.42 per share. Subsequent to February 29, 2008, the
Company issued 1,500,000 shares for monies received in connection with these
sales noted above.
During
the three months ended February 29, 2008, the Company began selling the new
immune booster product in the North American market.
Three months Ended February 29, 2008 Compared to Three months
Ended February 28, 2007
Total
revenue for the three months ended February 29, 2008 was $244,054 compared to
$240,088 in the same period ended in 2007. Gross profit was $219,764 for
the three months ended February 29, 2008 compared to $200,259 for the same
period ended in 2007, as further discussed below. The net loss during the three
months ended February 29, 2008 was $409,566 compared to a net loss of $287,283
in the same period ended in 2007.
Sales
and Gross Profit
Product
sales for three months ended February 29, 2008 decreased slightly to $223,204
compared to $240,088 in the same period ended in 2007. The Company recorded
$24,080 in sales for the immune booster product for the three months ended
February 29, 2008 and none for the comparable period. The 2008 revenue amount
includes $20,850 of royalty income due from Nordic Immotech for their sales of
our natural immune booster product in Europe which is compared to no royalty
revenue for the comparable period.
Gross
profit in the three months ended February 29, 2008 increased slightly to
$219,764 compared to $200,259 in the same period ended in 2007. Gross profit as
a percentage of revenue increased slightly to 90% in the three months ended
February 29, 2008 compared to 83% in the same period ended in 2007, due to the
royalty income earned in 2008 which has no direct costs aside from the immune
booster license amortization.
Royalty
Expense-Related Party
The
minimum royalty expense-related party accrued to Jurak Holdings Limited (related
party) remained consistent for both periods at $125,000.
Distribution, Selling and Administrative Expenses
Total
distribution, selling and administrative expenses for the three months ended
February 29, 2008 were $387,357 compared with $316,962 for the same period ended
in 2007. The selling and administrative expenses increased slightly compared to
2007 due to the investment in launching the new immune booster product line in
2008 which included increased consulting and marketing costs.
Interest expense for the three months ended February 29, 2008 was
$116,973 compared with $45,580 for the same period in the prior year. Current
year interest costs increased over prior year due to increased interest expense
on the royalty agreement with a related party for which the Company is in
arrears on payments due.
Nine
months Ended February 29, 2008 Compared to Nine months Ended February 28, 2007
Total
revenue for the nine months ended February 29, 2008 was $801,547 compared to
$796,674 in the same period ended in 2007. The 2008 revenue amount
includes $80,417 of royalty income due from Nordic Immotech for their raw
material sales of our natural immune booster product in Europe, which is
compared to no royalty revenue for the comparable period. Gross profit was
$644,865 for the nine months ended February 29, 2008 compared to $619,436 for
the same period ended in 2007, as further discussed below. The net loss during
the nine months ended February 29, 2008 was $1,029,800 compared to a net loss of
$811,313 in the same period ended in 2007.
Sales
and Gross Profit
Product
sales for nine months ended February 29, 2008 decreased slightly to $721,130
compared to $796,674 in the same period ended in 2007. Management is confident
an improved computerized tracking and reporting system, updated website and
significant new offerings from the immune booster product in fiscal 2008 will
result in future increases in sales volume.
Gross
profit in the nine months ended February 29, 2008 increased slightly to $644,865
compared to $619,436 in the same period ended in 2007. Gross profit as a
percentage of revenue was 81% in the nine months ended February 29, 2008
compared to 78% in the same period ended in 2007 partly due to the royalty
income earned on the immune booster product in 2008.
Royalty
Expense-Related Party
The
minimum royalty expense-related party accrued to Jurak Holdings Limited (related
party) remained consistent for both periods at $375,000.
Distribution, Selling and Administrative Expenses
Total
distribution, selling and administrative expenses for the nine months ended
February 29, 2008 were $1,132,469 compared with $1,010,169 for the same period
ended in 2007. The selling and administrative
expenses increased slightly compared to 2007 due to the investment
in launching the new immune booster product line in 2008 which included
increased consulting and marketing costs.
Interest expense for the nine months ended February 29, 2008 was
$167,196 compared with $45,580 for the same period in the prior year. Current
year interest costs increased over prior year due to increased interest expense
on the royalty agreement with a related party for which the Company is in
arrears on payments due.
Liquidity and
Capital Resources
Nine
Month Period Ended February 29, 2008
We have
historically had more expenses and cost of sales than revenue in each year of
our operations. The accumulated deficit as of February 29, 2008 was $7,041,034
compared to $6,011,234 as of May 31, 2007. Generally, we have financed
operations to date through the proceeds of the private placement of equity and
debt securities and sales revenue. In connection with our business plan,
management anticipates that there may be additional increases in operating
expenses and capital expenditures relating to the new immune booster products.
We intend to finance these expenses with further issuances of our securities and
revenues from operations. Therefore, we expect we may need to raise additional
capital and increase our revenues to meet long-term operating requirements.
At
February 29, 2008, the Company had $214,723 of unrestricted cash compared to
$197,338 of unrestricted cash at May 31, 2007. The Company had current
assets of $542,868 and current liabilities of $1,390,819 at February 29, 2008
compared to current assets of $282,824 and current liabilities of $2,377,809 at
May 31, 2007.
Net
cash used in operating activities was $831,032 during the nine months ended
February 29, 2008 compared to net cash used in operating activities of $258,777
in the same period ended in 2007. The increase was due primarily to the
increased operating loss for the nine months ended February 29, 2008 compared to
the operating loss for the nine months ended February 28, 2007 and the
significant increase in inventory for the new immune booster product launch
which were offset by increases in accounts payable and accrued expense. The
Company has been incurring additional expenses attempting to launch the natural
immune booster product line during 2008.
Net
cash used in (provided by) investing activities was $0 in the first nine months
ended February 29, 2008 compared to $(609,368) in the same period ended in 2007,
primarily for the initial investment in the immune booster license.
Net
cash provided by financing activities was $848,417 during the nine months ended
February 29, 2008 compared to net cash provided by financing activities in the
same period in 2007 of $824,797. Proceeds from the issuance of common
stock were $2,249,965 in the nine months ended February 29, 2008 compared to
$800,000 in the same period of 2007. Payments on the installment note for
the immune booster license was $1,384,513 in the nine months ended February 29,
2008 compared to $0 in the same period in 2007.
Critical Accounting Policies
Our critical accounting policies, including the assumptions and
judgements underlying them, are discussed in our fiscal 2007 Form 10-KSB in Note
1 Summary of Significant Accounting Policies included in our Consolidated
Financial Statements. There was one significant change to our critical
accounting policies during the period ended February 29, 2008.
The Company is amortizing the licensed immune
booster asset over the estimated sales volume that is anticipated over the
remaining term of the licensed agreement to properly match revenue and expenses.
This estimate will be revised as necessary for each reporting period.
The
remaining policies have been consistently applied in all material respects and
disclose such matters as allowance for doubtful accounts, sales returns,
inventory valuation, income taxes, revenue recognition and fixed asset and
intangible asset impairment recognition. On an ongoing basis, we evaluate our
estimates based on historical experience and on various other assumptions that
are believed to be reasonable under the circumstances, the result of which form
the basis for making judgements about the carrying value of assets and
liabilities that are not readily apparent from other sources. Results may
differ from these estimates due to actual outcomes being different from those on
which we based our assumptions. Management on an ongoing basis reviews
these estimates and judgements.
Recently Issued Accounting Pronouncements
In
February 2007, the FASB issued Statement of Financial Accounting Standards
Statement No. 159,
The Fair Value Option for Financial Assets and Financial
Liabilities - Including an Amendment of FASB Statement No. 115
(SFAS No.
159). This standard permits an entity to choose to measure many financial
instruments and certain other items at fair value. This standard is effective
for financial statements issued for fiscal years beginning after November 15,
2007. We believe the adoption of SFAS No. 159 will not have a material impact on
our consolidated financial position or results of operations.
In September 2006, the Financial Accounting Standards Board (FASB)
issued Statement of Financial Accounting Standards No. 157,
Fair Value
Measurements
("SFAS No. 157"). This standard clarifies the principle that
fair value should be based on the assumptions that market participants would use
when pricing an asset or liability. Additionally, it establishes a fair value
hierarchy that prioritizes the information used to develop those assumptions.
This standard is effective for financial statements issued for fiscal years
beginning after November 15, 2007. We are currently evaluating the impact of
this statement. We believe the adoption of SFAS No. 157 will not have a material
impact on our consolidated financial position or results of operations.
Item 3.
Controls and Procedures
(a)
Evaluation of Disclosure Controls and Procedures
The
Companys management, Anthony Carl Jurak, our Chief Executive Officer and acting
Chief Accounting Officer, conducted an evaluation of the effectiveness of the
Companys disclosure controls and procedures, as defined in Exchange Act Rule
13a-15(e), as of February 29, 2008 (the Disclosure Controls Evaluation).
Based on that evaluation, the Companys Chief Executive Officer and Chief
Accounting Officer, concluded that as of the end of the period covered by this
report, the Companys disclosure controls and procedures were effective to
provide a reasonable level of assurance that: (i) information required to be
disclosed by the Company in the reports the Company files or submits under the
Exchange Act is recorded, processed, summarized and reported within the specific
time periods in the Securities and Exchange Commissions rules and forms and
(ii) information required to be disclosed in the reports the
Company files or submits under
Exchange Act are accumulated and communicated to
management, including the Chief Executive Officer and Chief Accounting Officer,
to allow timely decisions regarding required disclosure, all in accordance with
Exchange Act Rule 13a-15(e).
There
were no changes in the Companys internal control over financial reporting, as
defined in Exchange Act Rule 13a-15(f), during the quarter ended February 29,
2008, that have materially affected, or are reasonably likely to materially
affect, the Companys internal control over financial reporting.
A
control system, no matter how well conceived and operated, can provide only
reasonable, not absolute, assurance that the objectives of the control system
are met. Further, the design of a control system must reflect the fact
that there are resource constraints, and the benefits of controls must be
considered relative to their costs. Because of the inherent limitations in
all control systems, no evaluation of controls can provide absolute assurance
that all control issues and instances of fraud, if any, within the Company have
been detected. Because of the inherent limitations in a cost-effective
control system, misstatements due to error or fraud may occur and not be
detected
.
Due to
the limited number of Company employees engaged in the authorization, recording,
processing and reporting of transactions, there is inherently a lack of
segregation of duties. The Company periodically assesses the cost versus benefit
of adding the resources that would remedy or mitigate this situation, and
currently does not consider the benefits to outweigh the costs of adding
additional staff in light of the limited number of transactions related to the
Companys operations.
(b)
Changes in Internal Controls Over Financial Reporting
There
were no changes in the Companys internal control over financial reporting,
during the quarter ended February 29, 2008, that have materially affected, or
are reasonably likely to materially affect, the Companys internal control over
financial reporting.
PART
II. OTHER INFORMATION
Item 1. Legal
Proceedings
On
December 13, 2006, a civil suit was filed in the District Court of Clark County
in and for the State of Nevada by Jurak Corporation World Wide, Inc.
(plaintiffs) and one former employee and her spouse (defendants). The suit
entails that the former employee processed credit refunds to a debit/credit card
held at their banking institution. In addition, the former employee embezzled
funds by setting up a merchant processing system and diverting the charging of
our distributors' credit cards from our merchant processor to their processor.
All is evidenced by information located on the computer used by the former
employee at the Company as well as through other reporting mechanisms and
processing systems. The Company is
Seeking
relief for damages in excess of $60,000; special damages according to proof; for
attorneys' fees and costs of suit; and for other and further relief as the Court
may deem just and proper as compensation
for
monies embezzled by the former employee and her spouse. No answer has been
received from the defendant and the Company is seeking a default judgment
granting all of the relief sought.
Item 2
Changes in Securities
During
the nine month period ended February 29, 2008, the Company authorized a single
placement at $0.50 per share with no warrants. Subsequently, we authorized a
private placement of up to 12,000,000 shares of our common stock on a best
efforts basis. This placement will have no warrants issued. We have sold
6,400,000 shares for $2,249,965, net of transaction costs, through February 29,
2008 under these placements. Subsequent to February 29, 2008, the Company issued
1,500,000 shares for monies received in connection with these sales noted above.
These shares are unregistered with no underwriter used for the sale of common
stock. The shares of stock were sold pursuant to an exemption from registration
under Rule 506 of Regulation D.
Item 5
Other Information
No
items occurred during the period of this report which would have been required
to be reported in a Form 8-K which have not been reported.
There
have been no material changes to the procedures by which security holders may
recommend nominees to the Companys board of directors.
Item 6
Exhibits
The following exhibits are included herein:
31.1
Certification of Chief Executive Officer and Chief Accounting
Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rules 13a-14
and 15d-14 of the Exchange Act).
32.
Certification pursuant Section 906 of the Sarbanes-Oxley Act of
2002 (18 U.S.C. §1350).
Signatures
In accordance with
the requirements of the Exchange Act of 1934, the registrant caused this report
to be signed on its behalf by the undersigned thereto, duly authorized.
Lifequest
World Corporation.
By
/s/
Anthony Jurak
Anthony
Jurak
Date:
April 21, 2008
Chief
Executive Officer and
Acting
Chief Accounting Officer