UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 10-Q/A
( Amendment No.1 )
_________________
? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: March 31, 2012
or
? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from: ______ to ______
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ARRAYIT CORPORATION
(Exact name of registrant as specified in its charter)
_________________
Nevada | 001-16381 | 76-0600966 |
(State or Other Jurisdiction | (Commission | (I.R.S. Employer |
of Incorporation or Organization) | File Number) | Identification No.) |
524 East Weddell Drive Sunnvale, CA 94089
(Address of Principal Executive Offices) (Zip Code)
(408) 744-1331
(Registrant’s telephone number, including area code)
N/A
(Former name or former address and former fiscal year, if changed since last report)
_________________
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ? No ?
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ? No ?
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer ? | Accelerated filer ? | Non-accelerated filer ? | Smaller reporting company ? |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ? No ?
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by SectionS 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ? No ?
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of the issuer's common stock, as of the latest practical date:
There were 27,303,574 shares of the Registrant’s common stock outstanding at May 21, 2012.
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Form 10-Q
For the Quarterly Period Ended March 31, 2012
During the performance of our quarterly review for the quarter ended March 31, 2012, we determined that common stock issuances by our subsidiary Arrayit Diagnostics, Inc. totalling 5,000,000 shares with fair value of $1,000,000 were not previously reported in our Form 10-Q for the quarter ended March 31, 2012 which was originally filed on May 22, 2012 and amended on June 22, 2012. This amended Form 10-Q/A is being filed to record the change in our three month financial statements ended March 31, 2012 as a result of the stock issuances which increased our net loss by $645,969 and loss per share by $.02.
TABLE OF CONTENTS
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This report contains trademarks and trade names that are the property of Arrayit Corporation and its subsidiaries, and of other companies, as indicated.
FORWARD-LOOKING STATEMENTS
Portions of this Form 10-Q, including disclosure under “Management’s Discussion and Analysis of Financial Position and Results of Operations,” contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995, as amended. These forward-looking statements are subject to risks and uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from the results, performance or achievements expressed or implied by the forward-looking statements. You should not unduly rely on these statements. Forward-looking statements involve assumptions and describe our plans, strategies, and expectations. You can generally identify a forward-looking statement by words such as may, will, should, expect, anticipate, estimate, believe, intend, contemplate or project. Factors, risks, and uncertainties that could cause actual results to differ materially from those in the forward-looking statements include, among others,
· | our ability to raise capital, |
· | our ability obtain and retain customers, |
· | our ability to provide our products and services at competitive rates, |
· | our ability to execute our business strategy in a very competitive environment, |
· | our degree of financial leverage, |
· | risks associated with our acquiring and integrating companies into our own, |
· | risks related to market acceptance and demand for our services, |
· | the impact of competitive services, |
· | other risks referenced from time to time in our SEC filings. |
With respect to any forward-looking statement that includes a statement of its underlying assumptions or bases, we caution that, while we believe such assumptions or bases to be reasonable and have formed them in good faith, assumed facts or bases almost always vary from actual results, and the differences between assumed facts or bases and actual results can be material depending on the circumstances. When, in any forward-looking statement, we or our management express an expectation or belief as to future results, that expectation or belief is expressed in good faith and is believed to have a reasonable basis, but there can be no assurance that the stated expectation or belief will result or be achieved or accomplished. All subsequent written and oral forward-looking statements attributable to us, or anyone acting on our behalf, are expressly qualified in their entirety by the cautionary statements. We do not undertake any obligations to publicly release any revisions to any forward-looking statements to reflect events or circumstances after the date of this report or to reflect unanticipated events that may occur.
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PART I – FINANCIAL INFORMATION
ITEM 1.
ARRAYIT CORPORATION
CONSOLIDATED BALANCE SHEETS
| | |
| | |
| 03/31/2012 | 12/31/2011 |
Statement of Financial Position | (restated) | |
| | |
ASSETS | | |
Current Assets: | | |
Cash | $20,702 | $1,519 |
Accounts receivable | 59,663 [1] | 276,954 [2] |
Inventory | 176,030 | 180,638 |
Prepaid expenses | 2,250 | 2,250 |
Total current assets {sum} | 258,645 | 461,361 |
| | |
Property and equipment, net | 12,810 | 16,310 |
Deposits | 18,365 | 18,365 |
Total assets {sum} | $289,820 | $496,036 |
| | |
Liabilities and Stockholders' Deficit | | |
Current liabilities: | | |
Accounts payable and accrued liabilities | $6,647,213 | $6,564,585 |
Bank overdraft | 87,853 | 173,262 |
Due to related parties | 605,783 | 615,783 |
Customer deposits | 4,895 | 4,895 |
Notes payables, current portion including related parties | 1,115,287 | 1,145,892 |
Total current liabilities {sum} | 8,461,031 | 8,504,417 |
Notes payable, long term | 0 | 0 |
Total liabilities {sum} | 8,461,031 | 8,504,417 |
| | |
Commitments and contingencies | 0 | 0 |
| | |
Stockholders' Deficit | | |
Preferred stock, $0.001 par value; 20,000,000 shares authorized; | | |
Preferred stock, Series A, 22,034 shares outstanding | 22 | 22 |
Preferred stock, Series C,$0.001 par value; 91,259 and 91,887 shares outstanding | 92 | 92 |
Common stock, $0.001 par value; 480,000,000 shares authorized, 27,303,112 and 26,978,501 issued and outstanding | 27,004 | 26,788 |
Additional paid-in capital | 16,582,026 | 16,546,092 |
Accumulated deficit | (25,382,850) | (24,544,723) |
Total Arrayit Corp’s Stockholders’ Equity (Deficit) {sum} | (8,773,706) | (7,971,729) |
Total Non-controlling interests | (602,495) | (36,652) |
Total stockholders' deficit {sum} | (8,171,211) | (8,008,381) |
Total liabilities and stockholders' deficit {sum} | 289,820 | $496,036 |
[1] Accounts receivable, net of allowance for doubtful accounts of $133,000 | | |
[2] Accounts receivable, net of allowance for doubtful accounts of $133,000 | | |
The accompanying notes are an integral part of these consolidated financial statements
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ARRAYIT CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
|
| | |
| For the Three Months Ended March 31, 2012 (restated) | For the Three Months Ended March 31, 2011 |
Statement of Operations |