UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-K
|
x
|
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE
ACT OF 1934
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FOR
THE YEAR ENDED DECEMBER 31, 2008
Or
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¨
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934
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Commission
File # 000-1426567
LABWIRE,
INC.
(Exact
name of registrant as specified in its charter)
NEVADA
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37-1501818
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(State or other jurisdiction of incorporation)
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(IRS
Employer Identification
Number)
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1514 North FM 359 Brookshire,
Texas
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77423
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(Address
of principal executive offices)
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(Zip
Code)
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(281)
934-3153
(Registrant's
telephone no., including area code)
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
¨
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act).
Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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x
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(Do not check if smaller reporting company)
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|
|
Indicate
by a check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act):
Yes
¨
No
x
State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of the latest practicable date:
At May 7,
2009, there were 144,452,334 shares of common stock
outstanding.
TABLE
OF CONTENTS
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Page
No.
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PART
I
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Item
1.
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Business
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3
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Item
2.
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Properties
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6
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Item
3.
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Legal
Proceedings
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6
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Item
4
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Submission
of Matters to a Vote of Security Holders
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6
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PART
II
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|
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Item
5
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Market
for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
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6
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Item
6
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Selected
Financial Data
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7
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Item
7
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Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
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7
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Item
7A
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Quantitative
and Qualitative Disclosures About Market Risk
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12
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Item
8
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Financial
Statements and Supplementary Data
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12
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Consolidated
Balance Sheets – December 31, 2008 and December 31,
2007
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14
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Consolidated
Statements of Operations- Year Ended December 31, 2008 and
2007
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15
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Consolidated
Statement of Changes in Stockholder’s Deficit – Year Ended December 31,
2008
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16
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Consolidated
Statements of Cash Flows- Year Ended December 31, 2008 and
2007
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17
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Item
9
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Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosure
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27
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Item
9A
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Controls
and Procedures
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27
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Item
9B
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Other
Information
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28
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|
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PART
III
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|
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Item
10
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Directors,
Executive Officers and Corporate Governance
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28
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Item
11
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Executive
Compensation
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29
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Item
12
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Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
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30
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Item
13
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Certain
Relationships and Related Transactions, and Director
Independence
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31
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Item
14
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Principal
Accounting Fees and Services
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31
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PART
IV
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Item
15
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Exhibits,
Financial Statement Schedules
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32
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Signatures
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32
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PART
I
ITEM
1. DESCRIPTION OF BUSINESS
Background
of the Company
Labwire,
Inc. (“Labwire”, the “Company, or “we”) was incorporated on October 8, 2004 as a
Nevada corporation and is headquartered in Brookshire, Texas. Labwire
provides employment screening services to major corporations, including several
Fortune 500 companies. These services include drug and alcohol testing, training
for supervisors to recognize drug and alcohol use and addiction, employee
education, client support systems, background checks, physical examinations, and
security services. These services are delivered securely via the Labwire
Platform.
The
Labwire Platform is a proprietary, web-based application that streamlines the
complex regulatory and record management activities associated with employee
screening, delivering accurate timely results while eliminating service calls
and paper trails. The Company’s goal is to design a comprehensive solution to
manage employee screening services that will be the most efficient and
cost-effective platform in the industry.
As a
result, Labwire: (1) enables clients to effectively manage drug testing programs
over the Internet; (2) provides clients with secure and centralized collection
and analysis of highly confidential data produced by drug testing; and (3)
allows for Web-enabled access to individual test results and other detailed
compliance reports. These revenues account for approximately 60% of
Labwire’s revenues.
Labwire
has a wholly-owned subsidiary, Occupational Testing, Inc. (“Occupational
Testing”). Occupational Testing performs onsite drug and alcohol testing
primarily for energy-related companies in the Gillette, Wyoming
area.
Services
Labwire
simplifies the complex issues of security and compliance for employee screening
programs in the workplace and significantly reduces administrative time and
costs with a comprehensive full-service program. Labwire has
contracted the development of its proprietary software to control the process
from the periodic selection of employees for random testing to the reporting of
the results back to the clients. Reports of our findings are
generally delivered through a secure Internet connection or through other direct
means.
Following
are the services currently provided by Labwire:
—
|
Secure and Compliant Drug
Testing.
The majority of the Company’s drug testing
clients are required under federal or state law to perform random periodic
drug testing on its employees. When performing these services,
Labwire will randomly select a certain number of client employees to
undergo drug testing. Labwire will provide the list to the client who will
give notice to the selected employees. These employees will
have a certain length of time to go to a collection facility using
certified specimen collectors as required by the Department of
Transportation and provide a sample for testing. Our network of
certified facilities is available 24 hours a day. Our comprehensive
nationwide network of collection sites features on-demand access of a
complete database with important information including certification,
performance monitoring, hours of operation and need for
appointments. Labwire contracts with only laboratories
certified and accredited by the Substance Abuse and Mental Health Services
Administration, an agency of the Department of Health and Human Services
(
“SAMHSA
”
). When
employees present themselves at the collection facility, they must provide
a picture ID and the chain of control over the sample is
begun. The collection facility takes the sample and completes
the paperwork. The sample and paperwork are forwarded to a lab that is
certified by the federal government. The lab results are
reviewed by a medical review officer as required, certified by national
certification associations, and if the sample tests positive, they will go
through a protocol to determine if it should be classified as substance
abuse. The medical review officer’s report is then forwarded
simultaneously to the client and Labwire. Labwire securely
delivers fast, real-time laboratory test results and reports by Web, Adobe
Acrobat® pdf file attachments by e-mail, fax or phone, 24 hours a day, 7
days a week. (Acrobat is a registered trademark of Adobe Systems,
Inc.)
|
—
|
Custom Statistical Reports and
Data Transfer Services.
Labwire works with new clients
to establish customized software programs and Internet services to issue
drug testing results reports in the format preferred by the
client.
|
—
|
Collection Site Management and
Billing Consolidation.
Labwire can manage the myriad of
specimen collections through the thousands of sites in Labwire’s database,
which frees up client resources and relieves them from the substantial
administrative burden of monitoring specimens and the related
paperwork.
|
—
|
Background Checks.
Labwire also has the ability to provide its clients with
background check services. This service can generate reports about a
prospective employee’s criminal record, motor vehicle violations, credit
standing and involvement in civil litigation as
needed.
|
—
|
Training.
Labwire provides real-time, online federally mandated
supervisor training and employee education that conforms to all DOT
modality requirements in addition to DOD and DOE. In addition
Labwire has just developed a program for employee training as required
under the Fair and Accurate Credit Transaction Act of 2003 (FACTA), and
will begin marketing this product by September 2008. The
education and training system operates 24/7, is accessible over the
Internet, and provides audit tracking information and annual notification
to the clients for ongoing re-training of supervisors as defined in
federal rules. This program has high margin numbers as do all
software driven products and should very favorably affect net
margins.
|
—
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Security Services.
Labwire contracts with American K-9 Bomb Search, Inc., an
entity affiliated with Labwire’s Chairman and Chief Executive Officer, to
perform security services under the name Labwire Security Services.
Labwire holds a Class C security license issued by the Private
Security Bureau of the Texas Department of Public Safety to provide these
services. In addition, Labwire personnel providing security services
are licensed as private investigators. Labwire’s model provides clients
traditional security services and gives them a Web-based solution for
reporting and recordkeeping, which allows them to manage more locations
more securely, effectively, and at lower
costs.
|
Principal
Suppliers and Partners
Suppliers
Data
represents a key ingredient in most of our products. In obtaining such data, we
draw upon a wide variety of sources, including governmental agencies, credit
reporting agencies, competitors, customers, third parties which compile public
record information and on-line search services. Many of our suppliers provide
this data in electronic format. We do not anticipate the termination of any
significant relationship with any of our data suppliers. Because we believe we
could acquire necessary data from other sources, we do not believe that the
termination of any supplier relationship would have a materially adverse effect
on our financial condition or operating results.
In
connection with our occupational health services, we depend upon services
provided by specimen collection agencies and laboratories. There is significant
competition among suppliers of these services and, consequently, we do not
believe the termination of our relationship with any of these suppliers would
have a materially adverse effect on its financial condition or operating
results.
We
obtain some of our data from consumer credit reporting
agencies. Any of these suppliers could stop supplying this data or could
substantially increase their prices. Withholding this data could have a
materially adverse effect on our business, financial condition or results
of operations.
We ally
ourselves with the top industry institutions in laboratory analysis (only SAMHSA
certified facilities) and medical review (only licensed physicians certified by
the American Association of Medical Review Officers) in determining the final
results of the drug test, including:
|
—
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LabCorp -
A major player
in the forensic testing world, LabCorp offers versatility, service and
fully integrated reporting systems to serve our clients. The
Company’s predecessor company, Workplace Screening Services, Inc., entered
into a master service agreement with Laboratory Corporation of America
Holdings on January 22, 2004 for a one year term with automatic annual
extensions unless cancelled by either party. As of the date of
this filing, neither company has given notice of intention to
cancel. The fees for services provided by LabCorp vary by the
type service provided.
|
s
|
—
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Substance Abuse Program
Administrators Association -
The Substance Abuse Program
Administrators Association (SAPAA) mission is to establish, promote, and
communicate the highest standards of quality, integrity, and
professionalism in the administration of workplace substance abuse
prevention programs through education, training and the exchange of ideas.
SAPAA’s membership is comprised of TPA’s, In-house administrators, MRO’s,
SAP’s, Collection Sites and Government Agencies. Labwire’s CEO was one of
the 5 founding members of SAPAA. As a founding member, we are very proud
to have had a small part in providing these services to the entire
industry.
|
s
|
—
|
DATIA -
DATIA’s mission
is to represent the drug and alcohol testing industry in Washington, D.C.
on key legislative and regulatory issues, to expand the workplace drug and
alcohol testing market, to provide members information, resources and
benefits important to their operations and to promote the highest possible
standards for the industry.
|
s
|
—
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Quest Diagnostics –
One
of the largest drug testing laboratory in the U.S., Quest Diagnostics is
consistently a leader in providing excellent analysis services and
customer service.
|
|
s
|
—
|
LabOne -
LabOne is a
fully accredited and certified national laboratory that provides
high-quality drug testing and responsive service. Through their
centralized laboratory in Lenexa, Kansas, LabOne provides rapid
turnaround time from all parts of the country. LabOne does more DOT
testing than any other laboratory in the US, and is an innovator of new
technologies. They are currently owned by Quest Diagnostics
(see above).
|
|
Patents,
Trademarks and Licenses
The
Company maintains its Labwire Platform and management systems as proprietary
systems and is the owner of a registered trademark for the Labwire
name.
Governmental Regulation
Our
business is subject to various governmental regulations. For instance, because
the results of drug tests that we administer are used by entities subject to
U.S. Department of Transportation (“DOT”) rules, our drug testing services must
also comply with DOT guidelines. In addition, our background checking services
are also subject to the Fair Credit Reporting Act and state licensing
regulations. Also, many state and local laws require persons engaged in
providing investigative services to be licensed as private
investigators.
Historically,
we have been able to comply with existing laws and regulations without incurring
substantial costs or restrictions on our business.
Certifications
Based on
stringent U.S. Department of Transportation standards and protocols, Labwire
services are of the highest standards and fully defensible. We only ally
ourselves with fully licensed providers. Our services conform to
recognized certification and/or compliance guidelines including:
—
U.S. Department of Health and Human
Services (DHHS)
—
Substance Abuse and Mental Health
Services Administration (SAMHSA)
—
National Institute on Drug Abuse
(NIDA)
—
College of American Pathologists
(CAP)
—
Drug Enforcement Administration
(DEA)
—
State Department of Health licensing
(where required)
—
Health Insurance Portability and
Accountability Act of 1996 (HIPAA)
—
International Organization for
Standardization (ISO9000)
—
Fair Credit Reporting Act of 2001
(FCRA)
—
Fair and Accurate Credit Transaction
Act of 2003 (FACTA)
In
addition, Labwire is ISO 9001 certified. ISO 9000 (more formally ISO9001:2000)
is an international quality standard maintained by the Organization for
Standardization that defines minimum requirements for a company’s Quality
Management System (QMS). A company’s QMS comprises the organization’s policies,
procedures and other internal requirements that ensure customer requirements are
met with consistency resulting in customer satisfaction.
ISO 9000
is a family of standards for quality management systems. ISO 9000 is maintained
by ISO, the International Organization for Standardization and is administered
by accreditation and certification bodies. Some of the requirements in ISO 9001
(which is one of the standards in the ISO 9000 family) include
—
a set of procedures that cover all key
processes in the business;
—
monitoring processes to ensure they are
effective;
—
keeping adequate
records;
—
checking output for defects, with
appropriate and corrective action where necessary;
—
regularly reviewing individual
processes and the quality system itself for effectiveness;
and
—
facilitating continual
improvement
A company
or organization that has been independently audited and certified to be in
conformance with ISO 9001 may publicly state that it is “ISO 9001 certified” or
“ISO 9001 registered”.
Labwire
achieved ISO 9000:2000 certification in April 18, 2005 and has just celebrated
our third successful annual audit and re-certification.
In
addition, in April 2009, after the period covered by this annual report, we
obtained an updated ISO certification known as ISO9001:2008.
Marketing
and Sales
Labwire’s
methods of marketing in this competitive industry consists of traditional
marketing ventures, including direct mail campaigns, selective media
advertising, and participation in targeted conferences and trade
shows. In addition, Labwire is uniquely able to draw upon the
extensive experience of its management to capitalize on personal contacts with
key industry players and deliver a quick response at critical
times. Labwire believes that it has competitive advantages over its
competitors with its Labwire™ Platform, which is a proprietary, web-based
application that streamlines the complex regulatory and record management
activities associated with employee screening, delivering accurate timely
results while eliminating service calls and paper trails. All the data is on one
page and the software is very easy to learn and use. This
comprehensive solution to managing employee screening services is a very
efficient and cost-effective platform in the industry and the only one, to the
Company’s knowledge, that is currently based on HIPPA
standards.
Labwire
also has joint alliance agreements with nationally recognized key suppliers,
such as USIS Commercial Services, Inc. (“USIS”), Kroll Inc., and Acxiom
Corporation. These agreements allow us access to large companies across the
country. Under these agreements, Labwire can sell a partner’s product or service
and earn a commission; pay a commission on drug testing services performed by
Labwire for clients referred by the partner; or resell a product or services
offered by the partner.
Research
and Development
Labwire
has spent approximately $149,067 and $118,550 during the fiscal years ended
December 31, 2008 and December 31, 2007 on research and development. These
expenses were for the development of our proprietary software to manage
corporate drug testing online.
Employees
Labwire
has seven full-time employees and 25 service contract employees.
ITEM
2. DESCRIPTION OF PROPERTY
Labwire’s
headquarters are located at 1514 North FM 359, Brookshire, Texas 77423
where it occupies approximately 2,728 square feet of leased office
space. The Company rents this space for $4,364 per month. No
renovations, improvements, or developments are required or anticipated on the
above property. We believe these existing facilities are in good
condition and are adequate for our current needs.
Labwire’s
wholly-owned subsidiary, Occupational Testing, Inc. located in Gillette, Wyoming
leases approximately 1,487 square feet of office space. The office
space is leased through December 31, 2011at the rate of $1,500 per
month. We believe these facilities are in good condition and are
adequate for our current needs.
ITEM
3. LEGAL PROCEEDINGS
None.
ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not
applicable.
PART
II
ITEM
5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES
Our
common stock is quoted on the over-the-counter Pink Sheets LLC electronic
quotation service under the symbol “LBWR.”
As of
December 31, 2008, Labwire had 144,452,334 shares of common stock outstanding.
There are approximately 87 holders of record of our common
stock.
The
following table sets forth certain information as to the high and low bid
quotations quoted on the Pink Sheets for 2008 for Labwire stock. Information
with respect to over-the-counter bid quotations represents prices between
dealers, does not include retail mark-ups, mark-downs or commissions, and may
not necessarily represent actual transactions.
Period
|
|
High
|
|
|
Low
|
|
First
Quarter 2008
|
|
$
|
0.25
|
|
|
$
|
0.09
|
|
Second
Quarter 2008
|
|
$
|
0.18
|
|
|
$
|
0.08
|
|
Third
Quarter 2008
|
|
$
|
0.14
|
|
|
$
|
0.05
|
|
Fourth
Quarter 2008
|
|
$
|
0.10
|
|
|
$
|
0.03
|
|
|
|
|
|
|
|
|
|
|
First
Quarter 2007
|
|
$
|
0.16
|
|
|
$
|
0.07
|
|
Second
Quarter 2007
|
|
$
|
0.15
|
|
|
$
|
0.09
|
|
Third
Quarter 2007
|
|
$
|
0.15
|
|
|
$
|
0.10
|
|
Fourth
Quarter 2007
|
|
$
|
0.13
|
|
|
$
|
0.09
|
|
The
source of the above information is Yahoo Finance.
DIVIDENDS
We have
not paid any dividends on our common stock in the past two fiscal years. We
presently intend to retain future earnings to support our growth. Any payment of
cash dividends in the future will be dependent upon the amount of funds legally
available, our earnings, financial condition, capital requirements, and any
other factors which our Board of Directors deems relevant.
RECENT
SALES OF UNREGISTERED SECURITIES
The
Company has sold certain shares of stock for cash and has issued shares in
exchange for services. The sale and issuance of the shares of stock were exempt
from registration under the Securities Act of 1933, as amended, by virtue of
section 4(2) and, in other cases, in accordance with Rule 701. Purchasers in
transactions exempt under Section 4(2) purchased shares from the Company for
investment and not with a view to distribution to the public.
Each
certificate issued for unregistered securities contained a legend stating that
the securities have not been registered under the Act and setting forth the
restrictions on the transferability and the sale of the securities. No
underwriter participated in, nor did the Company pay any commissions or fees to
any underwriter in connection with any of these transactions. None of the
transactions involved a public offering. All of the persons below are
sophisticated investors, are familiar with our business activities and were
given full and complete access to any corporate information requested by
them.
During
the second quarter of 2008, the Company issued an aggregate of 1,400,000 shares
of its common stock to its two directors in exchange for the cancellation of
promissory notes that we executed in favor of them in the aggregate principal
amount of approximately $181,151.
During
the first quarter of 2008, the Company sold 100,000 shares of its common stock
to a single accredited investor at a per share price of $0.15.
PART
II
ITEM
6. SELECTED FINANCIAL DATA
Item 6 is
not required for a smaller reporting company.
ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The
following is a discussion of our financial condition, results of operations,
liquidity and capital resources. This discussion should be read in conjunction
with our Consolidated Financial Statements and the notes thereto included
elsewhere in this Form 10-K.
FORWARD-LOOKING
INFORMATION
This
report contains a number of forward-looking statements, which reflect the
Company's current views with respect to future events and financial performance
including statements regarding the Company's projections. These forward-looking
statements are subject to certain risks and uncertainties that could cause
actual results to differ materially from historical results or those
anticipated. In this report, the words "anticipates", "believes", "expects",
"intends", "future", "plans", "targets" and similar expressions identify
forward-looking statements. Readers are cautioned to not place undue reliance on
the forward-looking statements contained herein, which speak only as of the date
hereof. The Company undertakes no obligation to publicly revise these
forward-looking statements, to reflect events or circumstances that may arise
after the date hereof. Additionally, these statements are based on certain
assumptions that may prove to be erroneous and are subject to certain risks
including, but not limited to, the Company's dependence on limited cash
resources, and its dependence on certain key personnel within the Company.
Accordingly, actual results may differ, possibly materially, from the
predictions contained herein.
CRITICAL
ACCOUNTING POLICIES AND ESTIMATES
Critical
Accounting Policies and Estimates
Our
discussion of our financial condition and results of operations is based on the
information reported in our financial statements. The preparation of our
financial statements requires us to make assumptions and estimates that affect
the reported amounts of assets, liabilities, revenues and expenses as well as
the disclosure of contingent assets and liabilities as of the date of our
financial statements. We base our assumptions and estimates on historical
experience and other sources that we believe to be reasonable at the time.
Actual results may vary from our estimates due to changes in circumstances,
weather, politics, global economics, mechanical problems, general business
conditions and other factors. Our significant accounting policies are detailed
in Note 1 to our audited financial statements. Below are descriptions
of certain policies that have particular importance to the reporting of our
financial condition and results of operations and that require the application
of significant judgment by our management.
Impairment
of Long-Lived Assets
We review
long-lived assets, such as property and equipment, and purchased intangibles
subject to amortization, for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable, in accordance with Statement of Financial Accounting Standards
(“SFAS”) No. 144, Accounting for the Impairment for Disposal of Long-Lived
Assets. Recoverability of assets to be held and used is measured by a comparison
of the carrying amount of an asset to estimated undiscounted future cash flows
expected to be generated by the asset. If the carrying amount of an asset
exceeds its estimated future cash flows, impairment charge is recognized by the
amount of the asset exceeds the fair value of the asset.
Fair
Value of Financial Instruments
Management
believes that the carrying amounts of our financial instruments, including cash
and cash equivalents, accounts receivable, accounts payable, and accrued
liabilities approximate fair value due to the short-term nature of these
instruments. The carrying amount of our long-term debt also approximates fair
value, based on market quote values (where applicable) or discounted cash flow
analyses.
Income
Taxes
We
account for income taxes under SFAS No. 109, which requires the asset and
liability approach to accounting for income taxes. Under this method, deferred
tax assets and liabilities are measured based on differences between financial
reporting and tax bases of assets and liabilities measured using enacted tax
rates and laws that are expected to be in effect when differences are expected
to reverse. Valuation allowances are established when it is necessary to reduce
deferred income tax assets to the amount, if any, expected to be realized in
future years.
Net
earnings (loss) per share
Basic and
diluted net loss per share information is presented under the requirements of
SFAS No. 128, Earnings per Share. Basic net loss per share is computed by
dividing net loss by the weighted average number of shares of common stock
outstanding for the period, less shares subject to repurchase. Diluted net loss
per share reflects the potential dilution of securities by adding other common
stock equivalents, including stock options, shares subject to repurchase,
warrants and convertible notes in the weighted-average number of common shares
outstanding for a period, if dilutive. All potentially dilutive securities have
been excluded from the computation, as their effect is
anti-dilutive.
Use
of Estimates
The
preparation 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 disclosures at the date
of the financial statements and the reported amounts of revenue and expenses
during the reporting periods. Actual results could differ from those
estimates.
Revenue
Recognition
We have
three main sources of revenue: drug testing and related screening services,
training and online certification, and security services provided by an
affiliate.
Drug
testing: We fulfill orders for drug testing services, wherein we are responsible
for the performance and data maintenance related to employee drug testing for
its clients. We do not perform the drug tests, but we fulfill the
order through our network of third party labs and other drug testing
facilities. Revenue is recognized when the drug testing has been
completed by the lab and the customer has been invoiced for the
services. We have low bad debt levels because our policy is to deal
with large well-positioned firms that pay monthly. Because we track these
company’s activities daily, we are constantly aware of our position and
therefore can demand and receive timely payments as we provide ongoing
compliance services. Pursuant to Emerging Issues Task Force (“EITF”) 99-19, we
are responsible for fulfilling a customer’s order, including whether the service
is acceptable and therefore we bear the risks and rewards of
principal. As such, we have elected to record the gross amounts of
the contracts. Our service agreements rarely include multiple parts
that would have a material impact on the recognition of revenue. As
such, we have created our revenue recognition policies pursuant to EITF
00-21.
Online
training and certification: the Company has designed online testing for various
certifications which client employees must attain for their
employment. The employee takes the certification examinations online
and the client is automatically tagged for billing, which coincides with
performance of services. Newly developed training products for FACTA required
training will be prepaid annually and require no periodic billing.
Security
services provided by us through an affiliate: the process is handled in similar
fashion to that described above for drug testing.
Allowance
for Uncollectible Receivables
The
allowance for all probable uncollectible receivables is based on a
combination of historical data, cash payment trends, specific customer issues,
write-off trends, general economic conditions and other factors. These factors
are continuously monitored by management to arrive at an estimate for the amount
of accounts receivable that may ultimately be uncollectible. In circumstances
where we are aware of a specific customer’s inability to meet its financial
obligations, we record a specific allowance for bad debts against amounts due to
reduce the net recognized receivable to the amount it reasonably believes will
be collected. This analysis requires making significant estimates, and changes
in facts and circumstances could result in material changes in the allowance for
uncollectible receivables.
Software
Development Costs
During
2007 and 2008, we began developing a software platform for certain exclusively
internal purposes. We follow the guidance set forth in Statement of
Position 98-1,
Accounting for
the Cost of Computer Software Developed or Obtained for Internal Use
(SOP 98-1), in accounting for costs incurred in the development of our
on-demand application suite. SOP 98-1 requires companies to capitalize
qualifying computer software costs that are incurred during the application
development stage and amortize them over the software’s estimated useful
life.
We
capitalize costs associated with developing software for internal use, which
costs primarily include salaries of developers. Direct costs incurred
in the development of software are capitalized once the preliminary project
stage is completed, management has committed to funding the project and
completion, and use of the software for its intended purpose is
probable. We cease capitalization of development costs once the
software has been substantially completed at the date of conversion and is ready
for its intended use. The estimation of useful lives requires a significant
amount of judgment related to matters, specifically, future changes in
technology. We believe no events or circumstances warrant revised estimates of
useful lives of the software.
Purchase
Accounting
We
completed our acquisition of Occupational Testing, Inc. in the fourth quarter of
2007. The purchase method of accounting requires companies to assign values to
assets and liabilities acquired based upon their fair values. In most instances,
there is not a readily defined or listed market price for individual assets and
liabilities acquired in connection with a business, including intangible assets.
The determination of fair value for assets and liabilities in many instances
requires a high degree of estimation. The valuation of intangibles assets, in
particular, is very subjective. We generally use internal cash flow
models and, in certain instances, third party valuations in estimating fair
values. The use of different valuation techniques and assumptions can change the
amounts and useful lives assigned to the assets and liabilities acquired,
including goodwill and other intangible assets and related amortization
expense.
Intangible
Assets
Intangible
assets with estimable useful lives are amortized over respective estimated
useful lives, and reviewed for impairment in accordance with FASB Statement No.
142,
Goodwill and Other
Intangible Assets
.
Recent
Accounting Pronouncements
In
September 2006, the FASB issued FASB Statement 157 “Fair Value Measurements”
(“SFAS No. 157”) that defines and measures fair value and expands
disclosures about fair value measurements. The statement emphasizes that fair
value is a market-based measurement and not an entity-specific measurement. The
provisions of SFAS No. 157 are effective for fiscal years beginning after
November 15, 2007.
In
February 2007, the FASB issued SFAS No. 159,
The Fair Value Option for Financial
Assets and Financial Liabilities
, which permits entities to choose to
measure many financial instruments and certain other items at fair value.
The objective is to improve financial reporting by providing entities with the
opportunity to mitigate volatility in reported earnings caused by measuring
related assets and liabilities differently without having to apply complex hedge
accounting provisions. SFAS No. 159 applies to all entities and is
effective for fiscal years beginning after November 15, 2007.
We do not
expect the adoption of any other recently issued accounting pronouncements to
have a significant impact on their consolidated financial position, results of
operations or cash flow.
Year
Ended December 31, 2008 Compared to Year Ended December 31, 2007
The
following table sets forth certain comparative operating information regarding
Labwire:
|
|
Year Ended December 31,
|
|
|
|
2008
|
|
|
2007
|
|
Sales
|
|
$
|
4,091,032
|
|
|
$
|
4,628,849
|
|
Cost
of goods sold, net of depreciation
|
|
|
2,266,474
|
|
|
|
3,100,842
|
|
Gross
profit
|
|
|
1,824,557
|
|
|
|
1,528,007
|
|
Operating
Expenses:
|
|
|
|
|
|
|
|
|
General
and administrative
|
|
|
738,665
|
|
|
|
607,958
|
|
Total
operating expenses
|
|
|
1,886,889
|
|
|
|
1,284,911
|
|
Income
(Loss) from operations
|
|
|
(62,331
|
)
|
|
|
243,096
|
|
Net
income (loss)
|
|
|
(194,606
|
)
|
|
|
168,585
|
|
|
|
|
|
|
|
|
|
|
Basic
earnings (loss) per share
|
|
$
|
(0.0014
|
)
|
|
$
|
0.0012
|
|
Revenues
Revenues
for the fiscal years ended December 31, 2008 and December 31, 2007 were
$4,091,032 and $4,628,849, respectively. Our revenues decreased
principally because of the loss of a substantial client due to its acquisition
by a third party. This client represented $1.7 million in annual sales. However,
the Company almost offset this loss, earning $1.1 million by adding new clients
and expanding Occupational Testing’s business.
Operating
Expenses
Operating
expenses for the fiscal years ended December 31, 2008 and December 31, 2007 were
$1,886,889 and $1,284,911, respectively. These expense increases were in
line with management plans and were due to operational costs at Occupational
Testing.
Operating
Income
Our
operating income for the fiscal years ended December 31, 2008 was $(62,331)
compared to an operating income of $243,096 for the fiscal year ended December
31, 2007. The reduction in operating income was due to the write down of our
receivables over 90 days old and the loss of a major client that provided us
with $1.7 million in revenue in 2007. Despite the loss of this major client, we
were able to almost offset the loss in revenue by continued growth of
Occupational Testing and the addition of Boeing as a client. We were also able
to increase our margins during fiscal year 2008.
In
addition, Labwire’s margins on its background check service increased by
approximately 20% by bringing this business in-house. Previously, Labwire had
outsourced the actual background check services and received a commission from
the provider. In 2008, Labwire acquired access to the required national
databases and started offering this service.
General
and Administrative Expenses
General
and administrative (“G&A”) expenses increased from $607,958 in fiscal year
2007 to $738,665 in the fiscal year ended December 31, 2008. The increase in
G&A was due to the addition of the Occupational Testing operational costs
and the addition of one new employee to handle direct service for
Boeing.
Marketing
and Sales Plans
Labwire
intends to continue its strategy of promoting itself to large and mid-sized
corporations which conduct their own internal drug screening programs or
currently utilize a TPA. To this end, Labwire has developed strategic
relationships with a variety of industry organizations, such as the Substance
Abuse Program Administrators Association (SAPAA), the premier trade association
for both third party administrators (TPAs) and large corporate Drug &
Alcohol administrators, and Drug and Alcohol Testing Industry Association
(DATIA) primarily focused on TPAs and collection site operations
nationally.
Recently,
Labwire has begun utilizing alliance agreements with much larger vendors to
promote our products and expand our service offerings and our revenue
base. Our new alliance with USIS Commercial Services, Inc. (“USIS”)
allows us the opportunity to grow our drug and alcohol services through their
existing client base. The USIS agreement was entered into on April 3,
2008 for an initial term of two (2) years. USIS will perform all of
the billings and receive a ten percent (10%) commission on revenue received by
Labwire from USIS referral customers. We are currently exploring
three other alliance opportunities in the areas of employee training, national
and international specimen collection solutions, and additional background and
federally required employment solutions.
Also,
Labwire will continue to use experienced sales representatives and
industry-specific consultants to target key customers. In addition to strategic
relationships and direct sales approaches, Labwire will conduct its own
advertising, public relations and media campaign that will include print,
broadcast, Internet, trade journals, direct mail and all other applicable news
media. Further, we intend to accomplish our public relations campaign
through a variety of means including, but not limited to, the distribution of
press releases and the arranging of press interviews.
In
addition, Labwire will attempt to capitalize on its recent success within the
aviation industry. With the addition of Boeing and Evergreen
Aviation, Labwire has become a major factor in this
arena. Discussions with other aviation companies indicate similar
internal structures as Boeing and Evergreen. Many utilize laboratory
direct services due to their extensive internal medical
departments. Also, the inability to receive timely and accurate
statistical information makes these companies very high
priority. Targets within this industry include Northrop Grumman,
Lockheed Martin, and Bell Textron.
Other
industries, including oil and gas, and transportation continue to be
targeted. All companies mentioned in this competitive analysis have
been identified by the Labwire sales effort.
Liquidity
and Capital Resources
In 2007,
our primary sources of capital were proceeds from private placements of our
common stock, loans from shareholders and bank lines of credit. We
began to experience positive cash flow in the third quarter of 2007, and this
trend continued throughout 2008. As a result, we have been able to provide our
own operating capital for our operations and reduced the need to access outside
capital sources to support current operations.
We
currently require approximately $130,000 per month to fund our recurring
operations. This amount would likely increase if we expand our sales and
marketing efforts and continue to develop new products and services as are our
plans. Our cash needs are primarily attributable to funding sales and
marketing efforts, strengthening technical and helpdesk support, expanding our
development capabilities, and building administrative infrastructure, including
costs and professional fees associated with being a public
company. We intend to meet our immediate capital needs from cash flow
provided from operations. We believe that we have sufficient funding
to cover our cash needs for the next 12 months, although there can be no
assurance in this regard.
The
Company has a $300,000 revolving line of credit with Frost National Bank. The
interest rate on the outstanding balance of the revolving line of credit is a
floating rate of prime plus 1%, and a payment of all accrued interest is due
monthly throughout the term of the line of credit. This revolving
line of credit is secured by our accounts receivable. The outstanding
principal balance on this line of credit as of September 30, 2008 was $300,000.
This line of credit will mature on February 13, 2010.
At
December 31, 2008, we also had a $434,355 promissory note with an outstanding
balance of $340,718 and payable at a floating rate of interest of prime plus
1%. The note is related to the purchase of Occupational Testing,
Inc.
As of
September 30, 2008, we also had a $300,000 promissory note with an outstanding
balance of $280,000 and payable at an interest rate of 4% per annum and payable
on December 31, 2008.
FUTURE
BUSINESS
The
long-term success of our operations depends on our ability to (1) increase the
deployment of our Labwire™ Platform, (2) significantly increase our services
revenue through the deployment of the Labwire™ Platform, both through increases
in drug and alcohol testing, and usage of employee training and online
certification programs, and (3) increase our revenues from K-9 security
services.
In
November 2007, the Federal Trade Commission (FTC) and five federal regulatory
agencies (Board of Governors of the Federal Reserve System, Federal Deposit
Insurance Corporation, Office of the Comptroller of the Currency, Office of
Thrift Supervision, and National Credit Union Administration) jointly issued the
final rules and guidelines implementing sections 114 and 315 of the Fair and
Accurate Credit Transactions Act (FACTA) of 2007. Known as the “Red
Flag Rules”, these rules require the development, implementation, and
maintenance of identity theft prevention programs by covered companies that hold
any customer accounts. These requirements became effective January 1, 2008 with
a mandatory compliance date of November 1, 2008.
Labwire,
through the Labwire platform, will offer clients all programs necessary to
remain in compliance with the Red Flag Rules, including program establishment,
staff training, and auditing of contractor compliance.
In
addition, to mitigate the damages suffered by individuals caused by fraud and to
assist companies in complying with the Red Flag Rules, Labwire has contracted
with Kroll Fraud Solutions to offer identity recovery services for the employees
of Labwire clients. Labwire intends to offer these services through networking
(independent insurance agents, brokers, etc.) and current and future
relationships with major national firms.
We intend
to raise additional capital in the future, either through private or public
offerings of our stock, in order to provide additional working capital, fund
acquisitions, and add new clients through marketing efforts and joint ventures.
We currently have no specific plans for capital raising or acquisitions,
however.
COMPETITION
Following
the adoption of federal drug testing requirements twenty years ago, drug testing
in the United States has become a standard practice within virtually all
industries. Consequently, the competitive environment among drug
testing providers has evolved from one of identifying newly initiated programs
to targeting established programs and offering more effective
solutions.
As with
any established industry, drug testing has produced a relatively few number of
nationally competitive companies. Several of these companies target the same
clientele as Labwire. Some of these competitors are able to compete effectively
based on pricing. Many of Labwire’s competitors target specific
industries.
Labwire
does not focus on any one industry or group of industries. Our online Labwire™
platform provides clients with a superior level of service, which is important
within the drug testing industry.
ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
Item 7A
is not required for a smaller reporting company.
ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
MOORE
& ASSOCIATES, CHARTERED
ACCOUNTANTS AND
ADVISORS
PCAOB
REGISTERED
REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
To
the Board of Directors
Labwire,
Inc.
We have
audited the accompanying consolidated balance sheets of Labwire, Inc as of
December 31, 2008 and 2007, and the related consolidated statements of
operations, stockholders’ equity (deficit) and cash flows for the years ended
December 31, 2008 and 2007. These financial statements are the responsibility of
the Company’s management. Our responsibility is to express an opinion
on these financial statements based on our audits.
We
conduct our audits in accordance with standards of the Public Company Accounting
Oversight Board (United States). 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 consolidated financial statements referred to above present fairly,
in all material respects, the financial position of Labwire, Inc. as of December
31, 2008 and 2007, and the related consolidated statements of operations,
stockholders’ equity (deficit) and cash flows for the years ended December 31,
2008 and 2007, in conformity with accounting principles generally accepted in
the United States of America.
/s/
Moore & Associates, Chartered
Moore
& Associates, Chartered
Las
Vegas, Nevada
April 22,
2009
6490 West Desert Inn Rd, Las
Vegas, NV 89146 (702) 253-7499 Fax (702) 253-7501
LABWIRE,
INC.
Consolidated
Balance Sheets
|
|
12/31/2008
|
|
|
12/31/2007
|
|
|
|
|
|
|
(restated)
|
|
ASSETS
|
|
|
|
|
|
|
CURRENT
ASSETS:
|
|
|
|
|
|
|
Cash
and cash equivalents
|
|
$
|
186,144
|
|
|
$
|
200,208
|
|
Accounts
receivable , net
|
|
|
480,295
|
|
|
|
936,685
|
|
Employee
advances
|
|
|
26,405
|
|
|
|
20,696
|
|
Total
Current Assets
|
|
|
692,844
|
|
|
|
1,157,589
|
|
PROPERTY
AND EQUIPMENT:
|
|
|
|
|
|
|
|
|
Laboratory
equipment
|
|
|
53,781
|
|
|
|
53,781
|
|
Vehicles
|
|
|
7,000
|
|
|
|
7,000
|
|
Office
furniture and equipment
|
|
|
56,116
|
|
|
|
35,251
|
|
Proprietary
software
|
|
|
267,617
|
|
|
|
118,550
|
|
Less:
Accumulated Depreciation
|
|
|
(113,609
|
)
|
|
|
(54,207
|
)
|
Net
Property and Equipment
|
|
|
270,905
|
|
|
|
160,375
|
|
OTHER
ASSETS:
|
|
|
|
|
|
|
|
|
Goodwill
|
|
|
455,210
|
|
|
|
455,210
|
|
TOTAL
ASSETS
|
|
$
|
1,418,959
|
|
|
$
|
1,773,174
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS' EQUITY (DEFICIT)
|
|
|
|
|
|
|
|
|
CURRENT
LIABILITIES
|
|
|
|
|
|
|
|
|
Accounts
payable and accrued expenses
|
|
|
316,688
|
|
|
|
866,796
|
|
Income
taxes payable
|
|
|
21,140
|
|
|
|
24,303
|
|
Line
of credit
|
|
|
300,000
|
|
|
|
241,933
|
|
Notes
payable - bridge loan
|
|
|
280,000
|
|
|
|
-
|
|
Current
portion on long-term debt
|
|
|
198,290
|
|
|
|
160,000
|
|
Notes
payable to related parties
|
|
|
-
|
|
|
|
156,985
|
|
Accrued
Interest
|
|
|
43,297
|
|
|
|
7,042
|
|
Accrued
Interest payable - related parties
|
|
|
-
|
|
|
|
21,690
|
|
Total
Current Liabilities
|
|
|
1,159,415
|
|
|
|
1,478,749
|
|
LONG-TERM
LIABILITIES
|
|
|
|
|
|
|
|
|
Long-term
debt, less current portion above
|
|
|
283,574
|
|
|
|
320,000
|
|
Total
Long-term Liabilities
|
|
|
283,574
|
|
|
|
320,000
|
|
TOTAL
LIABILITIES
|
|
|
1,442,989
|
|
|
|
1,798,749
|
|
STOCKHOLDERS'
EQUITY (DEFICIT)
|
|
|
|
|
|
|
|
|
Common
stock; $0.01 par value; 200,000,000 shares authorized, 142,699,001 and
140,399,001 shares outstanding, respectively
|
|
|
142,699
|
|
|
|
140,399
|
|
Additional
paid-in capital
|
|
|
670,674
|
|
|
|
476,823
|
|
Accumulated
deficit
|
|
|
(837,403
|
)
|
|
|
(642,797
|
)
|
Total
Stockholders' Equity (Deficit)
|
|
|
(24,030
|
)
|
|
|
(25,575
|
)
|
TOTAL
LIABILITES AND STOCKHOLDERS' (DEFICIT)
|
|
$
|
1,418,959
|
|
|
$
|
1,773,174
|
|
The
accompanying notes are an integral part of these financial
statements
LABWIRE,
INC.
Consolidated
Statements of Operations
|
|
For the Year
|
|
|
For the Year
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
December 31, 2008
|
|
|
December 31, 2007
|
|
|
|
|
|
|
(restated)
|
|
REVENUES
|
|
$
|
4,091,032
|
|
|
$
|
4,628,849
|
|
COST
OF SALES
|
|
|
2,266,474
|
|
|
|
3,100,842
|
|
GROSS
PROFIT
|
|
|
1,824,557
|
|
|
|
1,528,007
|
|
OPERATING
EXPENSES:
|
|
|
|
|
|
|
|
|
General
and administrative expenses
|
|
|
738,665
|
|
|
|
607,958
|
|
Bad
debt expense
|
|
|
188,882
|
|
|
|
6,405
|
|
Advertising
and marketing expenses
|
|
|
19,648
|
|
|
|
10,240
|
|
Payroll
expenses
|
|
|
939,693
|
|
|
|
660,308
|
|
Total
Operating Expenses
|
|
|
1,886,889
|
|
|
|
1,284,911
|
|
INCOME
FROM OPERATIONS
|
|
|
(62,331
|
)
|
|
|
243,096
|
|
OTHER
INCOME (EXPENSES)
|
|
|
|
|
|
|
|
|
Interest
expense
|
|
|
(115,429
|
)
|
|
|
(42,634
|
)
|
Interest
income
|
|
|
100
|
|
|
|
209
|
|
Total
Other Income (Expense)
|
|
|
(115,330
|
)
|
|
|
(42,425
|
)
|
NET
INCOME (LOSS) BEFORE TAXES
|
|
|
(177,661
|
)
|
|
|
200,671
|
|
|
|
|
|
|
|
|
|
|
PROVISION
FOR INCOME TAXES
|
|
|
16,945
|
|
|
|
32,086
|
|
NET
INCOME (LOSS)
|
|
$
|
(194,606
|
)
|
|
$
|
168,585
|
|
BASIC
EARNINGS (LOSS) PER SHARE
|
|
$
|
(0.00
|
)
|
|
$
|
0.00
|
|
WEIGHTED
AVERAGE NUMBER OF
|
|
|
|
|
|
|
|
|
COMMON
SHARES OUTSTANDING
|
|
|
141,586,433
|
|
|
|
140,399,001
|
|
The
accompanying notes are an integral part of these financial
statements
LABWIRE,
INC.
Consolidated
Statements of Stockholders' Equity (Deficit)
|
|
|
|
|
|
|
|
Additional
|
|
|
|
|
|
Total
|
|
|
|
Common
|
|
|
Stock
|
|
|
Paid-In
|
|
|
Accumulated
|
|
|
Stockholder's
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Deficit
|
|
|
Equity (Deficit)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
December 31, 2006
|
|
|
140,399,001
|
|
|
$
|
140,399
|
|
|
$
|
471,384
|
|
|
$
|
(811,382
|
)
|
|
$
|
(199,599
|
)
|
Cash
received for prior issued common shares
|
|
|
-
|
|
|
|
-
|
|
|
|
5,439
|
|
|
|
-
|
|
|
|
5,439
|
|
Net
Income for year ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December
31, 2007 (restated)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
168,585
|
|
|
|
168,585
|
|
Balance,
December 31, 2007 (restated)
|
|
|
140,399,001
|
|
|
|
140,399
|
|
|
|
476,823
|
|
|
|
(642,797
|
)
|
|
|
(25,575
|
)
|
Common
shares issued for cash
|
|
|
100,000
|
|
|
|
100
|
|
|
|
14,900
|
|
|
|
-
|
|
|
|
15,000
|
|
Common
stock issued for debt
|
|
|
2,200,000
|
|
|
|
2,200
|
|
|
|
178,951
|
|
|
|
-
|
|
|
|
181,151
|
|
Net
loss for year ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December
31, 2008
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(194,606
|
)
|
|
|
(194,606
|
)
|
Balance,
December 31, 2008
|
|
|
142,699,001
|
|
|
$
|
142,699
|
|
|
$
|
670,674
|
|
|
$
|
(837,403
|
)
|
|
$
|
(24,030
|
)
|
The
accompanying notes are an integral part of these financial
statements
LABWIRE,
INC.
Consolidated
Statements of Cash Flows
|
|
For the Year
|
|
|
For the Year
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
December 31, 2008
|
|
|
December 31, 2007
|
|
|
|
|
|
|
(restated)
|
|
OPERATING
ACTIVITIES
|
|
|
|
|
|
|
Net
Income (Loss)
|
|
$
|
(194,606
|
)
|
|
$
|
168,585
|
|
Adjustments
to reconcile net income (loss) to net cash provided (used) by operating
activities:
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
59,402
|
|
|
|
23,580
|
|
Changes
in operating activities
|
|
|
|
|
|
|
|
|
(Increase)
decrease in accounts receivable
|
|
|
805,046
|
|
|
|
(204,143
|
)
|
(Increase)
decrease in employee advances
|
|
|
(5,709
|
)
|
|
|
(14,548
|
)
|
Increase
(decrease) in accounts payable and
|
|
|
(656,830
|
)
|
|
|
-
|
|
accrued
expenses
|
|
|
-
|
|
|
|
49,346
|
|
Increase
(decrease) in accrued interest payable
|
|
|
2,513
|
|
|
|
9,188
|
|
Increase
(decrease) in income taxes payable
|
|
|
(3,163
|
)
|
|
|
18,295
|
|
|
|
|
|
|
|
|
|
|
Net
Cash Provided by Operating Activities
|
|
|
6,653
|
|
|
|
50,303
|
|
INVESTING
ACTIVITIES
|
|
|
|
|
|
|
|
|
Purchase
of property and equipment
|
|
|
(20,864
|
)
|
|
|
(22,437
|
)
|
Capitalized
software costs
|
|
|
(149,067
|
)
|
|
|
(118,550
|
)
|
Acquisition
of goodwill
|
|
|
-
|
|
|
|
(455,210
|
)
|
Net
Cash Used in Investing Activities
|
|
|
(169,931
|
)
|
|
|
(596,197
|
)
|
FINANCING
ACTIVITIES
|
|
|
|
|
|
|
|
|
Repayment
of notes payable
|
|
|
(405,005
|
)
|
|
|
(59,890
|
)
|
Proceeds
from line of credit
|
|
|
58,068
|
|
|
|
241,932
|
|
Proceeds
from notes payable
|
|
|
300,000
|
|
|
|
450,275
|
|
Sale
of common stock for cash
|
|
|
196,151
|
|
|
|
5,439
|
|
|
|
|
|
|
|
|
|
|
Net
Cash Provided by Financing Activities
|
|
|
149,214
|
|
|
|
637,756
|
|
NET
INCREASE IN CASH
|
|
|
(14,064
|
)
|
|
|
91,862
|
|
CASH
AT BEGINNING OF YEAR
|
|
|
200,208
|
|
|
|
108,346
|
|
CASH
AT END OF YEAR
|
|
$
|
186,144
|
|
|
$
|
200,208
|
|
CASH
PAID FOR:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
|
|
$
|
112,916
|
|
|
$
|
31,305
|
|
Income
Taxes
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
NON
CASH FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Common
stock issued for debt
|
|
$
|
181,151
|
|
|
$
|
-
|
|
The
accompanying notes are an integral part of these financial
statements
1.
Summary of Significant Accounting Policies
Nature of Operations
- The Company was incorporated in Nevada on October 8, 2004 as Labwire, Inc.
(referred to herein as "the Company"). The Company was established as a an
employee screening company specializing in drug testing and background
investigations with a client base of large US and European corporations which
provides compliance services for Department Of Transportation (49cfr part
40) and Security and Exchange Commission (Fair Credit Reporting Act)
governed programs.
Basis of
Consolidation
- The consolidated financial statements include the
accounts of the Company and its wholly-owned subsidiary, Occupational Testing,
Inc. All intercompany balances and transactions have been eliminated in
consolidation.
Basis of
Presentation
- The accompanying financial statements have been
prepared on the accrual basis of accounting in accordance with accounting
principles generally accepted in the United States. Significant accounting
principles followed by the Company and the methods of applying those principles,
which materially affect the determination of financial position and cash flows
are summarized below.
Cash and Cash
Equivalents
- For purposes of the statement of cash flows, the Company
considers all highly liquid instruments with original maturities of ninety days
or less, to be cash equivalents.
Allowance for Doubtful
Accounts Receivables
- The allowance for doubtful accounts is based
on a combination of historical data, cash payment trends, specific customer
issues, write-off trends, general economic conditions and other factors. These
factors are continuously monitored by management to arrive at an estimate for
the amount of accounts receivable that may ultimately be uncollectible. In
circumstances where the Company is aware of a specific customer’s inability to
meet its financial obligations, the Company records a specific allowance for bad
debts against amounts due to reduce the net recognized receivable to the amount
it reasonably believes will be collected. This analysis requires making
significant estimates, and changes in facts and circumstances could result in
material changes in the allowance for uncollectible receivables. The
Company’s allowance for doubtful accounts receivables was $192,111 and $5,600 at
December 31, 2008 and December 31, 2007, respectively.
Fair Value of Financial
Instruments
- The Company's financial instruments includes accounts
receivable, accounts payable, notes payable and long-term debt. The fair market
value of accounts receivable and accounts payable approximate their carrying
values because their maturities are generally less than one year. Long-term
notes receivable and debt obligations are estimated to approximate their
carrying values based upon their stated interest rates.
Long-Lived
Assets
-
The Company reviews
long-lived assets, such as property and equipment, and purchased intangibles
subject to amortization, for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable, in accordance with Statement of financial Accounting Standards
(“SFAS”) No. 144, Accounting for the Impairment for Disposal of Long-Lived
Assets. Recoverability of assets to be held and used is measured by a comparison
of the carrying amount of an asset to estimated undiscounted future cash flows
expected to be generated by the asset. If the carrying amount of an asset
exceeds its estimated future cash flows, an impairment charge is recognized by
the amount of the asset exceeds the fair value of the asset.
1.
Summary of Significant Accounting Policies - Continued
Property and
equipment
- Property and equipment are stated at cost, net of accumulated
depreciation. Depreciation is provided primarily by the straight-line method
over the estimated useful lives of the related assets generally of five to seven
years.
Computer
equipment is being depreciated over three (3) years, equipment and furniture
& fixtures over five (5) years using the straight-line method, vehicles over
five (5) years using the straight-line method, and software over five (5) years
using the straight-line method.
Asset Description
|
|
Historical Cost
|
|
|
Accumulated Depreciation
|
|
|
Net Book Value
|
|
Computer
Equipment
|
|
$
|
51,136
|
|
|
$
|
30,560
|
|
|
$
|
20,576
|
|
Equipment
|
|
|
53,781
|
|
|
|
34,931
|
|
|
|
18,850
|
|
Furniture
& Fixtures
|
|
|
4,980
|
|
|
|
787
|
|
|
|
4,193
|
|
Vehicles
|
|
|
7,000
|
|
|
|
4,861
|
|
|
|
2,139
|
|
Software
Development
|
|
|
267,617
|
|
|
|
42,471
|
|
|
|
225,146
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Property and Equipment
|
|
|
|
|
|
|
|
|
|
$
|
270,904
|
|
Income Taxes
-The
Company accounts for income taxes in accordance with Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes", which requires an
asset and liability approach to financial accounting and reporting for income
taxes. Deferred income tax assets and liabilities are computed annually for
differences between the financial statement and tax basis of assets and
liabilities that will result in taxable or deductible amounts in the future
based on enacted tax laws and rates applicable to the periods in which the
differences are expected to affect taxable income. Valuation allowances are
established when necessary to reduce the deferred tax assets to the amount
expected to be realized. The Company has established a 100% valuation allowance
for any temporary timing issues resulting in a deferred tax
asset. Income tax expense is payable or refundable for the period
plus or minus the change during the period in deferred tax assets and
liabilities.
Use of Estimates
-
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.
Revenue Recognition
-
The Company's revenues are derived principally from the sale of medical testing
services to companies and individuals. Revenue is recognized after the test as
services have been provided and there are no longer any material commitments to
the customer.
Software Development
Costs
- The Company follows the guidance set forth in Statement of
Position 98-1,
Accounting for
the Cost of Computer Software Developed or Obtained for Internal Use
(SOP 98-1), in accounting for costs incurred in the development of
its on-demand application suite. SOP 98-1 requires companies to capitalize
qualifying computer software costs that are incurred during the application
development stage and amortize them over the software’s estimated useful
life.
1.
Summary of Significant Accounting Policies - Continued
Software Development Costs -
continued
The
Company capitalizes costs associated with developing software for internal use,
which costs primarily include salaries of developers. Direct costs
incurred in the development of software are capitalized once the preliminary
project stage is completed, management has committed to funding the project and
completion and use of the software for its intended purpose are
probable. The Company ceases capitalization of development costs once
the software has been substantially completed at the date of conversion and is
ready for its intended use. The estimation of useful lives requires a
significant amount of judgment related to matters, specifically, future changes
in technology. The Company believes there have not been any events or
circumstances that warrant revised estimates of useful lives.
Purchase Accounting
-
The Company completed acquisitions in 2004 and in the fourth quarter of 2007.
The purchase method of accounting requires companies to assign values to assets
and liabilities acquired based upon their fair values. In most instances, there
is not a readily defined or listed market price for individual assets and
liabilities acquired in connection with a business, including intangible assets.
The determination of fair value for assets and liabilities in many instances
requires a high degree of estimation. The valuation of intangibles assets, in
particular, is very subjective. The Company generally uses internal
cash flow models and, in certain instances, third party valuations in estimating
fair values. The use of different valuation techniques and assumptions can
change the amounts and useful lives assigned to the assets and liabilities
acquired, including goodwill and other intangible assets and related
amortization expense.
Advertising Costs
-
Advertising costs are reported in selling, general and administrative expenses
and include advertising, marketing and promotional programs. As of December 31,
2008 and 2007, all of these costs were charged to expenses in the period or year
in which incurred. Advertising costs for the years ended December 31, 2008 and
2007 were $19,648 and $10,240, respectively.
Stock Options
- The
Company accounts for stock options issued to employees in accordance with APB
No.25.
The
Company has elected to adopt the disclosure requirements of SFAS No.123
"Accounting for Stock-based Compensation". This statement requires that the
Company provide proforma information regarding net income (loss) and
income (loss) per share as if compensation cost for the Company's stock
options granted had been determined in accordance with the fair value based
method prescribed in SFAS No. 123. Additionally, SFAS No. 123 generally requires
that the Company record options issued to non-employees, based on the fair value
of the options.
Stock Based
Compensation
- ASRC accounts for stock-based employee compensation
arrangements using the fair value method in accordance with the provisions of
Statement of Financial Accounting Standards no.123(R) or SFAS No. 123(R),
Share-Based Payments, and Staff Accounting Bulletin No. 107, or SAB 107,
Share-Based Payments. The company accounts for the stock options issued to
non-employees in accordance with the provisions of Statement of Financial
Accounting Standards No. 123, or SFAS No. 123, Accounting for Stock-Based
Compensation, and Emerging Issues Task Force No. 96-18, Accounting for Equity
Instruments with Variable Terms That Are Issued for Consideration other Than
Employee Services Under FASB Statement No. 123. The fair value of stock options
and warrants granted to employees and non-employees is determined using the
Black-Scholes option pricing model.
1.
Summary of Significant Accounting Policies - Continued
Net Earnings (Loss) per
Share
- Basic and diluted net loss per share information is presented
under the requirements of SFAS No. 128, Earnings per Share. Basic net loss per
share is computed by dividing net loss by the weighted average number of shares
of common stock outstanding for the period, less shares subject to repurchase.
Diluted net loss per share reflects the potential dilution of securities by
adding other common stock equivalents, including stock options, shares subject
to repurchase, warrants and convertible notes in the weighted-average number of
common shares outstanding for a period, if dilutive. During the years ended
December 31, 2008 and 2007 there were no dilutive securities. The
computation of earnings (loss) per share is as follows:
|
|
Year
Ended
|
|
|
Year
Ended
|
|
|
|
Dec 31, 2008
,
|
|
|
Dec 31, 2007
|
|
|
|
|
|
|
|
|
Net
Income (Loss)
|
|
$
|
(
194,606
|
)
|
|
$
|
168,585
|
|
Weighted
average shares outstanding
|
|
|
141,586,433
|
|
|
|
142,399,001
|
|
Basic
Earnings (Loss) per share
|
|
$
|
(
0.00
|
)
|
|
$
|
0.00
|
|
Recent Accounting
Pronouncements
In
June 2008, the FASB issued FASB Staff Position EITF 03-6-1,
Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating Securities,
(“FSP EITF 03-6-1”). FSP EITF 03-6-1 addresses whether instruments granted in
share-based payment transactions are participating securities prior to vesting,
and therefore need to be included in the computation of earnings per share under
the two-class method as described in FASB Statement of Financial Accounting
Standards No. 128, “Earnings per Share.” FSP EITF 03-6-1 is effective for
financial statements issued for fiscal years beginning on or after
December 15, 2008 and earlier adoption is prohibited. We are not required
to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF 03-6-1 would have
material effect on our consolidated financial position
and results of
operations if adopted.
In
May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163,
“
Accounting for Financial
Guarantee Insurance Contracts-and interpretation of FASB Statement No.
60
”. SFAS No. 163 clarifies how Statement 60 applies to
financial guarantee insurance contracts, including the recognition and
measurement of premium revenue and claims liabilities. This statement also
requires expanded disclosures about financial guarantee insurance contracts.
SFAS No. 163 is effective for fiscal years beginning on or after December 15,
2008, and interim periods within those years. SFAS No. 163 has no effect on the
Company’s financial position, statements of operations, or cash flows at this
time.
In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162,
“
The Hierarchy of Generally
Accepted Accounting Principles
”. SFAS No. 162 sets forth the
level of authority to a given accounting pronouncement or document by category.
Where there might be conflicting guidance between two categories, the more
authoritative category will prevail. SFAS No. 162 will become effective 60 days
after the SEC approves the PCAOB’s amendments to AU Section 411 of the AICPA
Professional Standards. SFAS No. 162 has no effect on the Company’s financial
position, statements of operations, or cash flows at
this time.
In March
2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161,
Disclosures about Derivative
Instruments and Hedging Activities—an amendment of FASB Statement No.
133.
This standard requires companies to provide enhanced
disclosures about (a) how and why an entity uses derivative instruments, (b) how
derivative instruments and related hedged items are accounted for under
Statement 133 and its related interpretations, and (c) how derivative
instruments and related hedged items affect an entity’s financial position,
financial performance, and cash flows. This Statement is effective for financial
statements issued for fiscal years and interim periods beginning after November
15, 2008, with early application encouraged. The Company has not yet adopted the
provisions of SFAS No. 161, but does not expect it to have a material impact on
its financial position, results of operations or cash flows.
1.
Summary of Significant Accounting Policies - Continued
Recent Accounting
Pronouncements - continued
In
December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110 regarding
the use of a "simplified" method, as discussed in SAB No. 107 (SAB 107), in
developing an estimate of expected term of "plain vanilla" share options in
accordance with SFAS No. 123 (R),
Share-Based
Payment
. In particular, the staff indicated in SAB 107 that it
will accept a company's election to use the simplified method, regardless of
whether the company has sufficient information to make more refined estimates of
expected term. At the time SAB 107 was issued, the staff believed that more
detailed external information about employee exercise behavior (e.g., employee
exercise patterns by industry and/or other categories of companies) would, over
time, become readily available to companies. Therefore, the staff stated in SAB
107 that it would not expect a company to use the simplified method for share
option grants after December 31, 2007. The staff understands that such detailed
information about employee exercise behavior may not be widely available by
December 31, 2007. Accordingly, the staff will continue to accept, under certain
circumstances, the use of the simplified method beyond December 31, 2007. The
Company currently uses the simplified method for “plain vanilla” share options
and warrants, and will assess the impact of SAB 110 for fiscal year 2009. It is
not believed that this will have an impact on the Company’s financial position,
results of operations or cash flows.
In
December 2007, the FASB issued SFAS No. 160,
Noncontrolling Interests in
Consolidated Financial Statements
—an amendment of ARB No.
51. This statement amends ARB 51 to establish accounting and
reporting standards for the noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in
a subsidiary is an ownership interest in the consolidated entity that should be
reported as equity in the consolidated financial statements. Before this
statement was issued, limited guidance existed for reporting noncontrolling
interests. As a result, considerable diversity in practice existed. So-called
minority interests were reported in the consolidated statement of financial
position as liabilities or in the mezzanine section between liabilities and
equity. This statement improves comparability by eliminating that diversity.
This statement is effective for fiscal years, and interim periods within those
fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009,
for entities with calendar year-ends). Earlier adoption is prohibited. The
effective date of this statement is the same as that of the related Statement
141 (revised 2007). The Company will adopt this Statement beginning March 1,
2009. It is not believed that this will have an impact on the Company’s
financial position, results of operations or cash flows.
In
December 2007, the FASB, issued FAS No. 141 (revised 2007),
Business Combinations.
’This
Statement replaces FASB Statement No. 141,
Business Combinations
, but
retains the fundamental requirements in Statement 141. This
Statement establishes principles and requirements for how the acquirer: (a)
recognizes and measures in its financial statements the identifiable assets
acquired, the liabilities assumed, and any noncontrolling interest in the
acquiree; (b) recognizes and measures the goodwill acquired in the business
combination or a gain from a bargain purchase; and (c) determines what
information to disclose to enable users of the financial statements to evaluate
the nature and financial effects of the business combination. This statement
applies prospectively to business combinations for which the acquisition date is
on or after the beginning of the first annual reporting period beginning on or
after December 15, 2008. An entity may not apply it before that date. The
effective date of this statement is the same as that of the related FASB
Statement No. 160,
Noncontrolling Interests in
Consolidated Financial Statements
. The Company will adopt this
statement beginning March 1, 2009. It is not believed that this will have an
impact on the Company’s financial position, results of operations or cash
flows.
1.
Summary of Significant Accounting Policies - Continued
Recent Accounting
Pronouncements - continued
In
February 2007, the FASB, issued SFAS No. 159,
The Fair Value Option for Financial
Assets and Liabilities
—Including an Amendment of FASB Statement No.
115. This standard permits an entity to choose to measure many
financial instruments and certain other items at fair value. This option is
available to all entities. Most of the provisions in FAS 159 are elective;
however, an amendment to FAS 115
Accounting for Certain Investments
in Debt and Equity Securities
applies to all entities with available for
sale or trading securities. Some requirements apply differently to entities that
do not report net income. SFAS No. 159 is effective as of the beginning of an
entity’s first fiscal year that begins after November 15, 2007. Early adoption
is permitted as of the beginning of the previous fiscal year provided that the
entity makes that choice in the first 120 days of that fiscal year and also
elects to apply the provisions of SFAS No. 157
Fair Value
Measurements
. The Company adopted SFAS No. 159 beginning March
1, 2008. The adoption of this pronouncement did not have an impact on the
Company’s financial position, results of operations or cash flows.
In
September 2006, the FASB issued SFAS No. 157,
Fair Value
Measurements
. This statement defines fair value, establishes a
framework for measuring fair value in generally accepted accounting principles
(GAAP), and expands disclosures about fair value measurements. This statement
applies under other accounting pronouncements that require or permit fair value
measurements, the Board having previously concluded in those accounting
pronouncements that fair value is the relevant measurement attribute.
Accordingly, this statement does not require any new fair value measurements.
However, for some entities, the application of this statement will change
current practice. This statement is effective for financial statements issued
for fiscal years beginning after November 15, 2007, and interim periods within
those fiscal years. Earlier application is encouraged, provided that the
reporting entity has not yet issued financial statements for that fiscal year,
including financial statements for an interim period within that fiscal year.
The Company adopted this statement March 1, 2008. The adoption of this
pronouncement did not have an impact on the Company’s financial position,
results of operations or cash flows.
2. Goodwill
The
Company acquired 100% of Occupational Testing, Inc. (OTI) on October 31, 2007
for $120,000 cash and a $480,000 note bearing interest at 1% over New York
floating prime. The note is payable in quarterly installments of
$40,000 plus accrued interest beginning January 31, 2008. The
purchase of OTI resulted in $455,210 in goodwill as an asset on the Company’s
financial statements. At December 31, 2008, the Company determined
that the fair value of the reporting entity unit exceeds its carrying amount and
hence the goodwill is not impaired. In 2006 the Company wrote off
$476,933 in goodwill deemed impaired from the Workplace Screening, Inc.
acquisition of Labwire, Inc.
3. Line
of Credit
On
February 13, 2007, the Company established a $300,000 revolving line of credit
with Frost Bank that matured on February 13, 2008. The interest rate
on the outstanding balance of the revolving line of credit was a floating prime
plus 1% and is due on the 24
th
of each
month.
On March
4, 2008, the Company transferred the $241,933 balance on the revolving Line of
Credit to an installment loan at 4.25% with Frost Bank maturing on March 4,
2011. Monthly installment payments of $6,761.31 plus interest are due
on the 4
th
of each
month.
On March
4, 2008, the Company established another $300,000 revolving line of credit with
Frost Bank that matures on March 4, 2009. The interest rate on the
outstanding balance of the revolving line of credit is a floating prime plus 1%
and is due on the 13
th
of each
month.
The
principal balance owing by the Company at December 31, 2008 was $300,000 and
accrued interest payable was $-0-. The Company had no available
funds on the revolving line of credit at December 31, 2008. This line
of
credit is
secured by a UCC financing statement signed by the Company in favor of the
lender and by the personal guarantee of the Company’s Chief Executive
Officer.
4.
Long-term notes payable
As of
December 31, 2008 and 2007, the Company had notes payable totaling
|
|
2008
|
|
|
2007
|
|
Note
to A. Murphy, due in quarterly installments of $40,000 beginning January
31, 2008 and bears interest at 1% over New York floating
prime
|
|
$
|
340,718
|
|
|
$
|
480,000
|
|
|
|
|
|
|
|
|
|
|
Less: current
portion
|
|
|
160,000
|
|
|
|
160,000
|
|
|
|
$
|
180,718
|
|
|
$
|
320,000
|
|
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
2007
|
|
Installment
Loan to Frost Bank, due in monthly installments of $6,761.31 Beginning
April 4, 2008 and bears interest at 4.25%
|
|
$
|
184,444
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
Less: current
portion
|
|
|
81,136
|
|
|
|
-
|
|
|
|
$
|
103,308
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
Bridge
loan from Northamerican Energy MLP, due on April 1, 2009 and bears
interest at 6.0%
|
|
$
|
280,000
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
Less: current
portion
|
|
|
280,000
|
|
|
|
-
|
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
Related
Party Notes Payable:
|
|
|
|
|
|
|
|
|
Shareholders,
due on demand, bearing interest at1.71% per annum
|
|
$
|
-
|
|
|
$
|
100,985
|
|
|
|
|
|
|
|
|
|
|
Workplace
Health, due on demand, bearing interest at 4.5% per annum
|
|
|
-
|
|
|
|
56,000
|
|
|
|
|
-
|
|
|
|
156,985
|
|
Less: current
portion
|
|
|
-
|
|
|
|
156,985
|
|
|
|
$
|
-
|
|
|
$
|
-
|
|
The A.
Murphy note payable is secured by all of the outstanding stock and all of the
assets of Occupational Testing, Inc. The related party notes payable
are unsecured.
Maturities
of notes payable and long-term debt for each of the years succeeding December
31, 2007 are as follows:
Year
ending December 31,
|
|
|
|
2009
|
|
$
|
521,136
|
|
2010
|
|
|
241,136
|
|
2011
|
|
|
42,890
|
|
|
|
$
|
805,162
|
|
5. Stockholder’s
Equity
The
Company is authorized to issue 200,000,000 shares of common stock with a par
value of $.001 per share. The Company had 142,699,000 and 140,399,000
shares issued and outstanding at December 31, 2008 and December 31, 2007,
respectively.
In the
year ended December 31, 2008, the Company sold 100,000 shares in private
placements to accredited investors for $15,000 in cash.
In June
2008, the Company issued 1,400,000 shares in retirement of the following related
party debt:
J
Maring Note (1.71% APR)
|
|
$
|
61,541
|
|
D
Morris Note (1.71% APR)
|
|
|
50,889
|
|
Workplace
Health Note (4.5% APR)
|
|
|
68,721
|
|
|
|
|
|
|
Total
|
|
$
|
181,151
|
|
6. Income
Taxes
The
Company provides for income taxes under Statement of Financial Accounting
Standards No. 109, Accounting for Income Taxes. SFAS No. 109 requires the use of
an asset and liability approach in accounting for income taxes. Deferred tax
assets and liabilities are recorded based on the differences between the
financial statement and tax bases of assets and liabilities and the tax rates in
effect when these differences are expected to reverse. The Company’s predecessor
operated as entity exempt from Federal and State income taxes.
SFAS No.
109 requires the reduction of deferred tax assets by a valuation allowance if,
based on the weight of available evidence, it is more likely than not that some
or all of the deferred tax assets will not be realized.
The
Company has a timing difference between book and tax income since the Company
has goodwill on the books from the purchase of Occupational Testing Inc. in the
amount of $455,210 and goodwill written off the books for financial purposes
from the Labwire, Inc. purchase of $476,933 which creates a timing difference
for tax purposes. The temporary and permanent timing differences
between tax and financial reporting is as follows:
The
provision for income taxes differs from the amounts which would be provided by
applying the statutory federal income tax rate of 39% to the net loss before
provision for income taxes for the following reasons:
|
|
Year
Ended
|
|
|
Year
Ended
|
|
|
|
December
31, 2008
|
|
|
December
31, 2007
|
|
Income
tax expense at statutory rates
|
|
$
|
(69,288
|
)
|
|
$
|
(134,806
|
)
|
Valuation
Allowance
|
|
|
69,288
|
|
|
|
134,806
|
|
Income
tax expense per books
|
|
$
|
-
|
|
|
$
|
-
|
|
Net
deferred tax assets consist of the following components as of:
|
|
Year
Ended
|
|
|
Year
Ended
|
|
|
|
December
31, 2008
|
|
|
December
31, 2007
|
|
NOL
Carryover
|
|
$
|
69,288
|
|
|
$
|
181,740
|
|
Valuation
Allowance
|
|
|
(69,288
|
)
|
|
|
(181,740
|
)
|
Net
deferred tax asset
|
|
$
|
-
|
|
|
$
|
-
|
|
At
December 31, 2008, the Company had total net operating losses carried forward of
approximately $372,451 that may be offset against future taxable income through
2027. Due to the change in ownership provisions of the Tax Reform Act
of 1986, net operating loss carry forwards are subject to annual
limitations. Should a change in ownership occur net operating
loss carry forwards may be limited as to use in future years. No tax
benefit has been reported in the December 31, 2008 financial statements since
the potential tax benefit is offset by a valuation allowance of the same
amount.
In July
2006, the Financial Accounting Standards Board (“FASB”) issued Interpretation
No. 48 regarding “Accounting for Uncertainty in Income Taxes,” an interpretation
of FASB No. 109 (“FIN 48”), which defines the threshold for recognizing the
benefits of tax-return positions in the financial statements as
“more-likely-than-not” to be sustained by the taxing authorities. The Company
has reviewed its tax positions for open tax years 2005 and later and the
adoption of FIN 48 on January 1, 2007 did not result in establishing a
contingent tax liability reserve nor a corresponding charge to retained
earnings. Also, no such uncertainties were identified during 2007. The Company
has substantial tax benefits derived from its operating loss carryforwards but
has provided 100% valuation allowances against them due to uncertainties
associated with the realization of those tax benefits.
The
recognition and measurement of certain tax benefits includes estimates and
judgment by management and inherently includes subjectivity. Changes in
estimates may create volatility in the Company’s effective tax rate in future
periods from obtaining new information about particular tax positions that may
cause management to change its estimates. If the Company would establish a
contingent tax liability reserve, interest and penalties related to uncertain
tax positions would be classified in general and administrative
expenses.
7. Related
Party Transactions
As of
December 31, 2008, these loans and advances, which bear interest at 1.71% and
are unsecured, have been converted to 2,200,000 shares of common
stock.
8. Acquisitions
On
October 31, 2007, the Company acquired Occupational Testing, Inc. The
acquisition cost, funded from our existing cash balances and by the issuance of
a promissory note to the shareholder of Occupational Testing, Inc.,
are shown
by the following table which summarizes the purchase consideration and fair
values of the assets acquired at the date of acquisition:
Purchase
Price Consideration
|
|
|
|
Cash
paid to the shareholder of Occupational Testing, Inc.
|
|
$
|
120,000
|
|
Promissory
Note to the shareholder of Occupational Testing, Inc.
|
|
|
480,000
|
|
Acquisition
costs
|
|
|
10,960
|
|
Total
consideration paid
|
|
$
|
610,960
|
|
|
|
|
|
|
Net
Assets Acquired
|
|
|
|
|
Cash
and cash equivalents
|
|
$
|
42,711
|
|
Accounts
receivable
|
|
|
105,063
|
|
Fixed
assets
|
|
|
13,410
|
|
Other
assets
|
|
|
780
|
|
Goodwill
|
|
|
455,210
|
|
Liabilities
assumed
|
|
|
(6,214)
|
|
Total
net assets
|
|
$
|
610,960
|
|
The
Company has included the results of operations for Occupational Testing, Inc. in
its financial statements since October 31, 2007.
8. Restatement
of Financial Statements
The
accompanying financial statements for the year ended December 31, 2007 have
been restated to reflect the over accrual of revenue by $171,782 and the
erroneous inclusion of a $6,312 cash deposit.
Year
ended December 31, 2007
|
|
Revised
|
|
|
Original
|
|
Consolidated
Balance Sheet:
|
|
|
|
|
|
|
Cash
and cash equivalents
|
|
$
|
200,208
|
|
|
$
|
206,520
|
|
Accounts
Receivable
|
|
$
|
936,685
|
|
|
$
|
1,102,030
|
|
|
|
|
|
|
|
|
|
|
Total
Assets
|
|
$
|
1,773,1763
|
|
|
$
|
1,944,831
|
|
|
|
|
|
|
|
|
|
|
Accumulated
Deficit
|
|
$
|
(642,797
|
)
|
|
$
|
(471,384
|
)
|
Total
Shareholders’ Equity
|
|
$
|
(25,575
|
)
|
|
$
|
146,080
|
|
|
|
|
|
|
|
|
|
|
Consolidated
Statement of Operations:
|
|
|
|
|
|
|
|
|
Revenue
|
|
$
|
4,628,849
|
|
|
$
|
4,799,631
|
|
Net
Profit
|
|
$
|
168,585
|
|
|
$
|
345,679
|
|
ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
There are
no disagreements with our accountant on accounting and financial
disclosure.
ITEM
9A. CONTROL AND PROCEDURES
Evaluation of Disclosure
Controls and Procedures
We
carried out an evaluation, under the supervision and with the participation of
our management, including our principal executive officer and principal
financial officer, of the effectiveness of our disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)). Based upon that evaluation, our principal executive
officer and principal financial officer concluded that, as of the end of the
period covered in this report, our disclosure controls and procedures were
effective to ensure that information required to be disclosed in reports filed
under the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the required time periods and is accumulated and communicated to
our management, including our principal executive officer and principal
financial officer, as appropriate to allow timely decisions regarding required
disclosure.
Our
management, including our principal executive officer and principal financial
officer, does not expect that our disclosure controls and procedures or our
internal controls will prevent all error or fraud. 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. Due to 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, have been
detected.
Management’s Report on
Internal Control Over Financial Reporting
Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rule 13a-15(f) under the
Securities Exchange Act, as amended. Our management assessed the
effectiveness of our internal control over financial reporting as of December
31, 2008. In making this assessment, our management used the criteria set forth
by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”)
in Internal Control-Integrated Framework. A material weakness is a
deficiency, or a combination of deficiencies, in internal control over financial
reporting, such that there is a reasonable possibility that a material
misstatement of the company's annual or interim financial statements will not be
prevented or detected on a timely basis.
Changes in Internal Control
Over Financial Reporting
There
have been no changes in the Company’s internal control over financial reporting
during the fiscal year ended December 31, 2008, that materially affected, or is
reasonably likely to materially affect, the Company’s internal control over
financial reporting.
Independent Registered
Accountant’s Internal Control Attestation
This
annual report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial
reporting. Management’s report was not subject to attestation by the
Company’s registered public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission that permit the Company to provide only
management’s report in this annual report.
ITEM
9B. OTHER INFORMATION
None.
PART
III
ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The
following table sets forth our current directors, officers, and significant
employees, their ages, and all offices and positions with our
Company:
NAME
|
|
AGE
|
|
POSITION
|
|
Dexter Morris
|
|
64
|
|
Chief
Executive Officer, President & Chairman
|
|
Charles Munson
|
|
39
|
|
Vice
President – Client Services
|
|
Gary Butler
|
|
49
|
|
Vice
President – Sales
|
|
John S. Maring
|
|
73
|
|
Director
|
|
Biographical
Information of Officers and Directors and Key Employees
The
following is a biographical summary of our executive officers and
directors:
G. Dexter Morris, CEO,
President and Chairman.
Mr. Morris has been our Chief
Executive Officer, President and Chairman of the Board since the inception of
the Company on October 8, 2004. Before founding Labwire,
Mr. Morris served as CEO, President and Chairman of Drug Intervention
Services of America (“DISA”) from 1987 to 2004. Mr. Morris
graduated from Texas Tech University with a bachelor’s degree in
Business Administration where he has participated in a visiting professor
program for several years.
Charles E. Munson, Vice
President – Client Services.
Mr. Munson has been
our Vice President – Client Services since the inception of the Company on
October 8, 2004. Before joining Labwire in 2004, Mr. Munson
served in various management positions with Drug Intervention Services of
America (“DISA”) from 1996 to 2004. Mr. Munson is a graduate of
Texas A&M University with a bachelor’s degree in
Psychology.
Gary Butler, Vice President –
Sales.
Mr. Butler has been our Vice President –
Sales since the inception of the Company on October 8, 2004. Before
joining Labwire in 2004, Mr. Butler served in various executive sales
positions with Drug Intervention Services of America (“DISA”) from 1995 to
2004. Mr. Butler graduated in 1981 from Louisiana College
with a bachelor’s degree in Mathematics and in 1987 from Texas A&M Commerce
with a master’s degree in Industrial Technology.
John S. Maring,
Director.
Mr. Maring has served as a director of Labwire since the date of our
inception on October 8, 2004. Mr. Maring is the Chairman of Cowlitz Bank
and director of Cowlitz Bancorporation, a community bank located in Longview,
Washington with branches in Portland, Oregon and Bellevue,
Washington. Also, Mr. Maring serves as Chairman of the bank’s
audit committee and on the compensation and governance
committees. Mr. Maring is Chairman of Marshall Christensen
Foundation for higher education worldwide. Mr. Maring is also
General Partner of Endeavour, LP, a real estate and development company with
substantial holdings in the Portland, Oregon area. Mr. Maring is
also a director of Anakam, LLC, a private software company located in San
Diego. Mr. Maring holds degrees in Chemistry and Business from
Oregon State University. He is a director and a founder of
the Kazak-American University in Ust-Kamanogorsk,
Kazakastan.
Board
of Directors
We
currently have two members of the board of directors. Our directors are elected
for a one-year term to hold office until the next annual meeting of our
stockholders or until removed from office in accordance with our bylaws. The
Board of Directors of Labwire has determined that no member of Labwire’s Board
of Directors is “independent” as that term is defined under the NASDAQ
Marketplace Rules. Our bylaws permit up to 15 members of the board.
Committees
of the Board of Directors
Pursuant
to our amended and restated by-laws, our board of directors may establish
committees of one or more directors from time-to-time, as it deems appropriate.
Currently, the Board of Directors acts as the Audit Committee, and the Board has
no separate committees.
COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT
Section
16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
requires the Company's officers, directors and persons who own more than 10% of
the Company's common stock to file reports of ownership and changes in ownership
with the SEC.
Officers,
directors and greater than 10% stockholders are required by regulation to
furnish the Company with copies of all forms they file pursuant to Section 16(a)
of the Exchange Act.
We have
reviewed the Section 16(a) filings made in connection with the Company’s stock.
We determined that the Company’s directors filed their initial statement of
beneficial ownership late. The reason for this delay was confusion regarding the
effective date of the Company’s registration statement under Section 12(g) of
the Securities Exchange Act
CODE
OF ETHICS
We have a
code of ethics that applies to our Chief Executive Officer, the Chief Financial
Officer, the Controller, and other senior officers performing similar functions.
This code is intended to promote honest and ethical conduct, including the
ethical handling of actual or apparent conflicts of interest between personal
and professional relationships; full, fair, accurate, timely, and understandable
disclosure in reports and documents that we file with, or submit to the SEC and
in other public communications that we make; compliance with applicable
governmental laws, rules and regulations; the prompt internal reporting of
violations of the code to an appropriate person or persons identified in the
code; and accountability for adherence to the code. The Company will provide a
copy of our code of ethics, without charge, to any person who requests it. In
order to request a copy of our code of ethics, please contact our
headquarters.
ITEM
11. EXECUTIVE COMPENSATION
The
following table sets forth the compensation awarded to, earned by or paid to our
executive officers as a group or directors for all services rendered in all
capacities for fiscal years ended December 31, 2008 and 2007.
Summary
Compensation Table
Name
and
Principal
Position
|
|
Year
|
|
Salary
($)
|
|
|
All
Other
Compensation
($)
|
|
|
Total
($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
G.
Dexter Morris,
|
|
2008
|
|
|
158,500
|
|
|
|
-0-
|
|
|
|
158,500
|
|
CEO
& Chairman
|
|
2007
|
|
|
158,500
|
|
|
|
-0-
|
|
|
|
158,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gary Butler,
|
|
2008
|
|
|
76,923
|
|
|
|
38,693
|
|
|
|
115,616
|
|
Vice
President – Sales
|
|
2007
|
|
|
76,923
|
|
|
|
-0-
|
|
|
|
76,923
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charles
Munson,
|
|
2008
|
|
|
77,100
|
|
|
|
-0-
|
|
|
|
77,100
|
|
Vice
President –Client Relations
|
|
2007
|
|
|
73,950
|
|
|
|
-0-
|
|
|
|
73,950
|
|
We may
hire additional executive officers and/or change the compensation paid to and
benefits received by our current executive officers, as our Board of Directors
deems advisable or necessary. To date, the Company’s Board of Directors has not
adopted any retirement, pension, profit sharing or other similar programs for
our executive officers.
Employment
Agreements with Executive Officers
The
Company does not have any employment agreements with its officers and employees.
All employees serve at the pleasure of the Board of Directors and the
Company.
During
2008, Mr. Butler was paid a 1% commission on sales for selected accounts that he
generates for the Company. These commissions are reflected in the “All Other
Compensation” column in the table above.
Equity
Incentive Plans
The
Company has no equity incentive plans at this time.
Director
Compensation
The
Company’s directors are not compensated for serving as such.
ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS.
The
following table shows the Company’s outstanding equity awards as of December 31,
2008.
EQUITY
COMPENSATION PLAN INFORMATION
We do not
have any equity compensation plans.
The
following table contains each non-management persons known by us to beneficially
own more than 5% of our outstanding shares as of March 1, 2009. Our common stock
is our only class of voting securities.
Name
and address
of
beneficial
owner
(1)
|
|
Amount
and
nature
of
beneficial
ownership
(2)
|
|
|
Percentage
Owned(3)
|
|
Thomas Maring
|
|
|
12,000,000
|
|
|
|
8.41
|
%
|
Janet Kowalski
|
|
|
12,000,000
|
|
|
|
8.41
|
%
|
(1)
|
Unless
otherwise indicated the address of each beneficial owner is care of
Labwire, Inc., 1514 North FM 359, Brookshire,
Texas 77423.
|
(2)
|
Beneficial
ownership is determined in accordance with the rules of the Securities and
Exchange Commission. Unless otherwise indicated, this column reflects
amounts as to which the beneficial owner has sole voting power and sole
investment power.
|
(3)
|
Percentage
of ownership is based on 144,452,334 shares of our common stock
outstanding on May 7, 2009.
|
The
following table contains certain information with respect to the beneficial
ownership of the common stock as of May 7, 2009 by the following: (1) each named
executive officer, (2) our directors, and (3) all of our executive officers and
directors as a group.
Name
and address of
beneficial
owner (1)
|
|
Amount
and
nature
of
beneficial
ownership
(2)
|
|
|
Percentage
Owned(3)
|
|
G.
Dexter Morris
|
|
|
72,608,000
|
|
|
|
50.88
|
%
|
Gary Butler
|
|
|
15,000
|
|
|
|
.01
|
%
|
Charles Munson
|
|
|
15,000
|
|
|
|
.01
|
%
|
John S.
Maring
|
|
|
24,792,000
|
|
|
|
17.37
|
%
|
All
Officers and Director as a Group (4 Persons)
|
|
|
97,430,000
|
|
|
|
68.28
|
%
|
(1)
|
Unless
otherwise indicated the address of each of the executive officers and
directors is care of Labwire, Inc., 1514 North FM 359, Brookshire,
Texas 77423.
|
(2)
|
Beneficial
ownership is determined in accordance with the rules of the Securities and
Exchange Commission. Unless otherwise indicated, this column
reflects amounts as to which the beneficial owner has sole voting power
and sole investment power.
|
(3)
|
Percentage
of ownership is based on 144,452,334 shares of our common stock
outstanding on May 7, 2009.
|
There are
no arrangements which may result in a change in control of the
Company.
ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.
Labwire
contracts with American K-9 Bomb Search, Inc. (“American K-9”) to perform
security services. Fifty percent (50%) of the stock of Amerian K-9 is owned by
our Chairman and Chief Executive Officer.
Labwire
is paid a 5% management fee for the K-9 security services that it refers to
American K-9. The amount of the services referred to American K-9 in
2008 totaled $497,283. The fees received by the Company were approximately
$25,000.
Affiliate Investments
As of
December 31, 2007, G. Dexter Morris, Chairman of our Board of
Directors and President, had a loan of $53,236 to the Company that is due on
demand and bears interest at the rate of 1.71% per annum. This note was
retired during the quarter ended June 30, 2008.
As of
December 31, 2007, John S. Maring, Director, had a loan of $60,756 to
the Company that is due on demand and bears interest at the rate of 1.71% per
annum. This note was retired during the quarter ended June 30,
2008.
Director Independence
Presently,
we are not required to comply with the director independence requirements of any
securities exchange. In determining whether our directors are independent,
however, we intend to use the rules of the NASDAQ Stock
Exchange.
Currently,
we do not satisfy the “independent director” requirements of the NASDAQ Stock
Exchange, which requires that a majority of a company’s directors be
independent.
ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
AUDIT
FEES
We paid
$16,500 for the audit of our financial statements and review of our quarterly
reports for fiscal year 2008. We paid $20,000 for the audit of our
2007 financial statements.
AUDIT-RELATED
FEES
We paid
aggregate fees of $6,000 for assurance and related services by the principal
accountant that are reasonably related to the performance of the audit or review
of our financial statements this fiscal year. In 2007, these fees were
$6,000.
TAX
FEES
We paid
aggregate fees of $-0- for tax compliance, tax advice, and tax planning by our
principal accountant for this fiscal year. For the 2007 fiscal year, these fees
were $-0-. These services consisted of preparing and filing our federal income
tax and federal excise tax returns.
ALL OTHER
FEES
We paid
aggregate fees of $-0- for products and services provided by our principal
accountant not otherwise disclosed above. In 2007, we were billed $-0- for these
products and services.
PRINCIPAL
ACCOUNTANT ENGAGEMENT POLICIES
We do not
have an audit committee. We do not have pre-approval policies and procedures for
the engagement of our principal accountant. However, the engagement of our
principal account was approved by our Board of Directors.
PART
IV
ITEM
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
The
following documents are filed as part of this report:
Exhibit
Number
|
Description
|
3.1*
|
Articles
of Incorporation of Labwire, Inc., dated October 8,
2004
|
3.1.1*
|
Amended
Articles of Incorporation of Labwire, Inc. dated September 19,
2008.
|
3.2*
|
Nevada
Secretary of State Certificate
|
3.3*
|
By-laws
of Labwire, Inc.
|
10.1*
|
Agreement
and Promissory Note for Purchase of Occupational Testing,
Inc.
|
10.2*
|
Alliance
Agreement with USIS Commercial Services, Inc.
|
10.3*
|
Master
Service Agreement with Laboratory Corporation of America
Holdings
|
10.5*
|
Agreement
with Connex North America, Inc. (now Veolia) for
services
|
10.6*
|
Agreement
with ARAMARK Management Services for services
|
10.7*
|
Agreement
with Greyhound Lines, Inc. for Services
|
10.8*
|
Agreement
with Boeing for Services
|
10.9*
|
Lease
Agreement with FM358 LTD for office space in Brookshire,
Texas
|
10.10*
|
Lease
Agreement with Michael and Christina Geis for office space in
Wyoming
|
10.13
|
[Omitted.]
|
10.14*
|
Agreement
with American K-9 Bomb Search, Inc.
|
10.15*
|
Purchase
Order From Lockheed for Services
|
10.16*
|
Agreement
with Shell Chemical for Services
|
10.17*
|
US
Patent and Trademark Office Notice on
Trademark Registration
|
10.18*
|
Loan
Agreement with Frost Bank for $300,000 due February 13,
2010
|
10.19*
|
Loan
Agreement with Frost Bank for $241,932 due March 4,
2011
|
10.20*
|
Security
Agreement for Frost Bank $300,000 Loan
|
10.21*
|
Security
Agreement for Frost Bank $241,932 Loan
|
14.1*
|
Code
of Ethics
|
21.1*
|
Subsidiaries
of Registrant
|
23.1
|
Consent
of Moore & Associates, Chartered
|
31.1
|
Certification
of Chief Executive Officer
Pursuant To Rule 15d-14(a) of the Exchange
Act
|
31.2
|
Certification
of Chief Financial Officer Pursuant to Rule 15d-14(a) of the Exchange
Act
|
32.1
|
Certification
of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 and 18 U.S.C. Section 1350.
|
32.2
|
Certification
of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 and 18 U.S.C. Section
1350.
|
*
Incorporated by reference from our Form 10-12G/A filed on December 23,
2008.
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the undersigned has duly caused this Form 10-K to be signed on its behalf
by the undersigned, there unto duly authorized, in the City of Brookshire, Texas
on the 8
th
day of
May, 2009.
|
LABWIRE,
INC.
|
|
|
Date:
May 8, 2009
|
By:
|
/s/ G. Dexter Morris
|
|
Name:
|
G. Dexter Morris
|
|
Title:
|
Chief
Executive Officer,
Principal
Financial Officer and
Director
|
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant in the
capacities and on the date indicated.
Date:
May 8, 2009
|
|
/s/
G. Dexter Morris
|
|
Name:
|
G. Dexter Morris
|
|
Title:
|
Chief
Executive Officer,
Principal
Financial Officer and Director
|
|
|
|
|
|
/s/
John S. Maring
|
|
Name:
Title:
|
John S.
Maring
Director
|
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