Results of Operations
On November 16, 2020, Healthtech Solutions, Inc. acquired all of the capital
stock of Medi-Scan, Inc. in exchange for Series A Preferred Stock that at that
time represented 97% of the equity in Healthtech Solutions. Because the
transaction is classified as a reverse merger under GAAP, the financial results
presented in this Report for the period prior to November 16, 2020 are the
financial results of MediScan for that period.
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The primary focus of our operating activities during 2021 was Varian
Biopharmaceuticals, Inc. After two months of negotiations, we acquired Varian in
May 2021 in exchange for shares of our Series C Preferred Stock, which was
designed to facilitate the entry of Varian into our incubator model and its
later departure from the incubator. We disposed of Varian in November 2021 by
returning the capital stock of Varian to its original shareholders, who in turn
delivered to us the Series C shares as well as 5.5% of the capital stock of
Varian. The capital stock of Varian that we own is reflected on out balance
sheets as "investment in and advance to non-consolidated affiliate".
Our ownership and control of Varian during 2021 is reflected on our Statements
of Operations as a Loss from Discontinued Operations. Specifically, we recorded
$668,960 as our 100% share of the loss realized by Varian during the six month
period when we owned it. We also separately disclosed the $134,111 loss that we
realized as a result of disposing of Varian, being the amount of our investment
in Varian that was not recovered.
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Our loss from operations for 2021 and 2020 was attributable primarily to the
administrative expenses incurred as we developed the infrastructure and
relationships necessary to effectively implement the incubator model that is the
core of our business plan.
The largest item contributing to our loss from operations was general and
administrative expenses attributable to related parties, which totaled
$2,595,132 in 2021, compared to $129,733 in 2020. The bulk of the 2021 expense -
$2.2 million - represented the then-market value of four million shares of our
common stock that were issued to two of our directors and our general counsel in
November 2021. The shares were issued in the wake of our disposal of Varian
because extraordinary efforts would be required from these three individuals to
refocus Healthtech's development, efforts for which we had no other means of
compensating these individuals, having substantially exhausted our cash
resources sustaining Varian.
The remainder of the general and administrative expenses were primarily
attributable to compensation (cash and stock) of the group of consultants who
represent our labor force, legal and accounting expenses (particularly high due
to acquisitions and several aborted efforts at acquisitions), office expenses,
public relations expenses, and other expenses related to our efforts to bring
Healthtech to the level of an effective incubator.
The research and development activities relating to MediScan and RevHeart caused
us to incur $481,772 in expenses during 2021 (including $322.000 accrued due to
activities of related parties), a modest increase over the $425,833 that we
incurred during 2020 in connection with research and development by MediScan.
The increase was primarily attributable to the organization of RevHeart early in
2021 and the initiation of its research activities. We expect that our research
and development expenses will rise significantly if we obtain the capital
resources necessary to fully implement our business plan. In particular, the
effort to bring MediScan's technology to market will require several million
dollars of capital investment.
As a result of the expenses described above, we realized in 2021 a loss from
operations totaling $5,005,268. Our operations in 2020 resulted in a loss of
$709,858.
In the fall of 2020, prior to our reverse merger, MediScan sold 7% Convertible
Debentures to obtain capital. In connection with the reverse merger, the
MediScan debentures were exchanged for 7% Convertible Debentures issued by
Healthtech Solutions. Healthtech Solutions then sold additional Debentures, with
the result that by spring of 2021 the principal and accrued interest on the
Debentures totaled $803,715. In May 2021 we exchanged common stock with the
holders of the Debentures to fully satisfy the Debentures.
We accounted for our convertible debt in accordance with ASC 815, Derivatives
and Hedging as the conversion feature embedded in the convertible debentures
could have resulted in the debenture principal and related accrued interest
being converted to a variable number of our common shares. The conversion
feature on these debentures was variable and based on trailing market prices. It
therefore contained an embedded derivative. The fair value of the conversion
feature was calculated when the debentures were issued, and we recorded a
debenture discount and derivative liability for the calculated value. We
recognized interest expense for accretion of the debenture discount over the
term of the note. The conversion liability was valued at the end of the
reporting period and resulted in loss for the change in fair value. Among the
reasons why we negotiated a cancellation of the Debentures in exchange for
common stock was that the volatile price of our stock meant that the gain or
loss realized due to the Debentures could often be material to our results.
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Accounting for the Convertible Debentures, as described above, we realized a
derivative expense of $2,933,735 in 2021. We also recorded $367,144 in interest
expense, most of which was attributable to the debentures. After taking these
Other Expenses into account, we realized a net loss from continuing operations
of $8,306,147 ($0.28 per share) in 2021. After taking into account our loss as a
result of the investment in Varian, our net loss for 2021 was $9,109,218 ($0.31
per share). Our net loss for 2020 was $732,208 ($0.61 per share).
Liquidity and Capital Resources
Our company is designed to function as an incubator for development stage
medical technology enterprises. During 2021 and 2020 our statements of cash
flows reflected that design: in each year we raised capital from the sale of
securities and used approximately the amount of cash raised to fund medical
research. Our administrative expenses, albeit representing a large portion of
our loss in each year, were primarily paid for by issuance of common stock.
In 2021, the operating activities of our continuing operations used $1,224,799
in cash, despite the net loss from continuing operations of $8,440,259 that we
recorded for the year. The difference was primarily attributable to the
$2,933,735 in expenses that we incurred in relation to our conversion of
convertible debentures and the $3,229,028 in compensation expense that we
incurred as a result of issuance of our common stock to management and
consultants. In 2020, when our operations were exclusively focused on MediScan,
the $531,446 of cash that we used in operations differed from our net loss
primarily because we borrowed $105,754 from related parties in that year.
At December 31, 2021 Healthtech Solutions had a working capital deficit of
$757,563, representing a decline of $812,598 in working capital during 2021. The
decline occurred because we increased our accrued expenses and accounts payable
by a total of $653,575 and the net cash provided by our financing activities
during 2021 was $121,891 short of the net cash used in our continuing operating
activities and net cash used in investing activities. The underlying reason for
the decline in working capital was our cash investment in the operations of
Varian, which was reduced to a $110,000 asset on our balance sheet when we
returned Varian to its original shareholders in November 2021. As a result, by
the 4th quarter of 2021 we had eliminated most of the cash reserves we
accumulated in the first half of 2021 and were funding ongoing operations by
borrowing from our shareholders.
The cash requirements of our business plan are intense. To attract exciting
additions to our portfolio, we must be able to offer each the several million
dollars of financing that is necessary to bring a medical technology to a stage
where its sponsor can function independently. Since our ambition is to sustain a
portfolio of such enterprises, our near term capital requirements (near term
being the two to three years before we can anticipate initial returns on our
investments) will be tens of millions of dollars.
Note 3 to our 2021 consolidated financial statements discloses that the
financial condition of Healthtech Solutions raises substantial doubt as to the
Company's ability to continue as a going concern. Management intends to pursue
one or more offerings of securities in order to obtain the funds that will be
necessary for successful implementation of our business plan. At present,
however, no commitments for future funding have been received.
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Application of Critical Accounting Policies
In preparing our financial statements we are required to formulate working
policies regarding valuation of our assets and liabilities and to develop
estimates of those values. In our preparation of the financial statements for
the years ended December 31, 2021 and 2020, there were two estimates made which
were (a) subject to a high degree of uncertainty and (b) material to our
results. These were:
· Our determination of the fair value of the derivative liability
embedded in the 7% Convertible Debentures. We based the determination
of fair value on certain assumptions specified in Note 9 to our
Financial Statements. Application of those assumptions led us to record
a derivative expense of $2,933,735 for 2021 and a change in fair value
of derivative liability of $2,773 for 2020.
· Our determination to record as $60,000 the fair value of the 5.5%
interest in Varian Biopharmaceuticals that we received in November
2021. This determination was based on the financial condition of Varian
at that time and the absence of objective criteria for attributing fair
value to its technology. As a result, our investment in Varian was
fully expensed in our 2021 financial statements.
Impact of Accounting Pronouncements
There were no recent accounting pronouncements that have or will have a
material effect on the Corporation's financial position or results of
operations.
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