LBWR - Form 10-SB filed as part of "uplist" process
sec.gov
LBWR is not a typical pinkie. But ample reason that many of us have it as our favorite. Almost all pinkies require "faith" and give us a "wing and a prayer."
How many pinkies show this? These are the highlights I've saved for my own notes and this gives a strong foundation upon which a much larger company can be built, one that can show enough growth to enable analysts to start projecting higher market cap valuations.
Preferred Stock
Our Articles of Incorporation do not authorize the issuance of Preferred Stock. There are presently no shares of preferred stock outstanding.
The Company has not effectuated a change of control, or an increase in its authorized common stock. There are no past, pending or anticipated stock splits, stock dividends, recapitalizations, mergers, acquisitions, spin-off, or reorganizations.
Nine-Month Period Ended September 30, 2007 Compared to Nine-Month Period Ended September 30, 2006
Revenues
Revenues for the nine-month periods ended September 30, 2007 and 2006 were $3,529,956 and $2,735,907, respectively. Our revenues increased principally because the number of drug tests administered by the Company increased by approximately 29% during the nine months ended September 30, 2007 as compared to the nine months ended September 30, 2006.
General and Administrative Expenses
General and administrative expenses for the nine-month periods ended September 30, 2007 and 2006 were $ 402,066 and $447,242, respectively. The $45,176 decrease was primarily due to the Company’s ability to decrease its personnel and related cost by outsourcing its drug test procedures.
Operating Loss
Our operating income for the nine month period ended September 30, 2007 was $395,408 compared to an operating loss of ($9,123) for the nine-month period ended September 30, 2006. The $404,531 increase in income from the 2006 period to the 2007 period is attributed to a $343,919 increase in gross profit resulting from increase in test procedures performed and a decrease of $60,612 in operating expenses, again reflecting the Company’s ability to increase its monthly drug testing services revenues and outsource these drug testing services to reduce payroll and general and administrative services.
4. Stockholders’ Equity
The Company's capital structure is not complex. The Company is authorized to issue 150,000,000 shares of common stock with a par value of $.001 per share. The Company had 140,399,000 shares issued and outstanding at September 30, 2007, December 31, 2006 and 2005, respectively.
On December 3, 2004, the Company purchased its wholly owned subsidiary Workplace Screening Services, Inc. from related parties, Dexter Morris – Chairman and CEO, John Maring – Director and Vice President, Thomas Maring and Janet Kowalski for 120,000,000 shares of restricted common stock valued at $120,000 and the assumption of $467,352 of liabilities.
In December of 2004, the Company sold 125,000 shares of this restricted common stock for $5,750, which the Company issued in private placements to accredited investors.
In the year ended December 31, 2005, the Company sold 16,107,330 shares in private placements to accredited investors for $178,828 in cash.
In the year ended December 31, 2006, the Company sold 4,177,670 shares in private placements to accredited investors for $307,205 in cash.
6. RELATED PARTY TRANSACTIONS
On December 3, 2004, the Company purchased its wholly owned subsidiary Workplace Screening Services, Inc. from related parties, Dexter Morris – Chairman and CEO, John Maring – Director and Vice President, Thomas Maring and Janet Kowalski for 120,000,000 shares of restricted common stock valued at $120,000 and the assumption of $467,352 of liabilities.
As of September 30, 2007, these loans and advances, which bear interest at 1.71% and are unsecured, aggregated $159,985, plus accrued and unpaid interest of $20,450, and are reflected in "Loans and advances from related
party" and "Accrued interest, related party" on the accompanying balance sheet. For the nine months ended September 30, 2007, and the years ended December 31, 2006 and 2005, interest expense of $14,376, $30,393, $23,199, respectively, has been reflected in the accompanying statements of operations.
8. Subsequent Event
On October 30, 2007, we acquired all of the outstanding stock of Occupational Testing, Inc. “(Occupational Testing”) in exchange for $120,000 in cash and a note payable for $480,000 due and payable in quarterly installments of $40,000 each plus accrued interest at 1% over New York Prime, with the first payment due on January 31, 2008. Occupational Testing’s revenues for the nine months ended September 30, 2007 were $614,671 and for the fiscal year ended December 31, 2006 were $698,097. The results of Occupational Testing will be included in the Company’s financial statements from the date of acquisition.
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