SEC Company Response from Deli Solar (USA), Inc. (CIK 0000717588) — Jun 13, 2005
Deli Solar (USA), Inc. (CIK 0000717588)
Date: June 13, 2005 · CIK: 0000717588 · Accession: 0001010549-05-000433
AI Filing Summary & Sentiment
Letter
Meditech Pharmaceuticals, Inc. June 13, 2005 Ms. Sasha Parikh Staff Accountant Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549
Re: File No. 0-12561
Dear Ms. Parikh:
In response to your letter of May 26, 2005 we have amended our Form 10-QSB for the quarter ended February 28, 2005 as follows:
1. We have included a robust discussion under "The write off of assets, liabilities and stockholders' deficit".
2. We have made the requested changes in the statements of operations and cash flows.
3. We have rounded out the earnings per share.
Thank you for bringing these matters to our attention.
Sincerely,
/s/ Kevin B. Halter, Jr.
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2591 Dallas Parkway
Suite 102
Frisco, TX 75034
Tel: 972-963-0000
Fax: 469-633-0099
Meditech Pharmaceuticals, Inc.
June 13, 2005
Ms. Sasha Parikh
Staff Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: File No. 0-12561
Dear Ms. Parikh:
In response to your letter of May 26, 2005 we have amended our Form 10-QSB for
the quarter ended February 28, 2005 as follows:
1. We have included a robust discussion under "The write off of assets,
liabilities and stockholders' deficit".
2. We have made the requested changes in the statements of operations and cash
flows.
3. We have rounded out the earnings per share.
Thank you for bringing these matters to our attention.
Sincerely,
/s/ Kevin B. Halter, Jr.
Kevin B. Halter, Jr.
<PAGE>
The write-off of assets, liabilities and stockholders' deficit.
During the quarter ended February 28, 2005, we wrote off all of the assets,
liabilities and stockholders' deficit previously recorded.
The bulk of Meditech's debt was in the form of accrued salaries and expenses
owed to an affiliate and also to corporate officers and employees. During this
quarter, all of that debt was converted to stock or options in Meditech and/or
in Meditech's newly formed subsidiary, East West Distributors, Inc.
Specifically, Meditech owed Petro-Med, Inc. $3,610,000 in principal, plus
accrued interest Of $899,346 through September 30, 2004. On October 25, 2004,
pursuant to a Debt Exchange Agreement by and between Meditech and Petro-Med,
Meditech and Petro-Med agreed that the principal amount of debt owed to
Petro-Med would be exchanged for 180,500,000 pre-split restricted shares of
Meditech common stock. Interest was agreed to be forgiven.
Meditech also owed Gerald N. Kern $1,882,440.40 in accrued salary plus interest
through December 31, 2004. On January 12, 2005, pursuant to a Debt Exchange
Agreement by and between Meditech and Mr. Kern, Meditech and Mr. Kern agreed
that this principal amount of accrued salary owed to Mr. Kern would be exchanged
for non-qualified stock options to purchase 750,000 shares of Meditech common
stock at an exercise price of $.001 per share. Interest was agreed to be
forgiven.
Meditech owed Cynthia S. Kern $535,863.50 in accrued salary plus interest
through December 31, 2004. On January 12, 2005, pursuant to a Debt Exchange
Agreement by and between Meditech and Mrs. Kern, Meditech and Mrs. Kern agreed
that this principal amount of accrued salary owed to Mrs. Kern was to be
exchanged for non-qualified stock options to purchase 750,000 shares of Meditech
common stock at an exercise price of $.001 per share. Interest was agreed to be
forgiven.
Meditech owed Gumersinda Nave $303,724.18 in accrued salary plus interest
through December 31, 2004. On January 12, 2005, pursuant to a Debt Exchange
Agreement by and between Meditech and Ms. Nave, Meditech and Ms. Nave agreed
that this principal amount of accrued salary was to be exchanged for 150,000
restricted shares of East West Distributors, Inc. common stock. Interest was
agreed to be forgiven.
Meditech owed Steven Kern $175,000 in accrued salary plus interest through
December 31, 2004. On January 12, 2005, pursuant to a Debt Exchange Agreement by
and between Meditech and Mr. Steven Kern, Meditech agreed that this principal
amount of accrued salary owed to Mr. Steven Kern was to be exchanged for 150,000
restricted shares of East West Distributors, Inc. common stock. Interest was
agreed to be forgiven.
The above referenced debt exchanges accounted for approximately 96% of the debt
reduction. The balance of the debt, some of which was disputed, was in form of
items that expired under the statute of limitations, and thus were written off.
East West Distributors, Inc. was formed and incorporated by Meditech as a wholly
owned subsidiary on December 13, 2004. Meditech's pharmaceutical development
business was transferred to this new subsidiary and will continue its efforts
toward receiving regulatory approvals for new pharmaceuticals and to seek
diversification of its business beyond the pharmaceutical industry under its old
management. The stock of East West Distributors, Inc. will be distributed in
form of a stock dividend to Meditech shareholders of record as of February 17,
2005 as soon as such distribution is approved by the Securities and Exchange
Commission.
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<CAPTION>
MEDITECH PHARMACEUTICALS, INC. AND SUBSIDIARY
(Development Stage Companies)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
--------------------------------------------------------------------------------
For the Period
May 14,1982
For The Three For The Three For The Nine For The Nine (Date of
Months Ended Months Ended Months Ended Months Ended Inception) to
February 28, February 29, February 28, February 29, February 28,
2005 2004 2005 2004 2005
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Revenue $ -- $ -- $ -- $ -- $ 152,132
------------- ------------- ------------- ------------- -------------
Operating expenses:
Research and development -- -- -- -- 1,899,450
General and administrative 44,041 69,426 138,626 223,403 14,130,760
General -- -- -- -- 325,400
------------- ------------- ------------- ------------- -------------
Total Operating expenses 44,041 69,426 138,626 223,403 16,355,610
------------- ------------- ------------- ------------- -------------
Loss before other income (expense) (44,041) (69,426) $ (138,626) (223,403) (16,203,478)
------------- ------------- ------------- ------------- -------------
Other income (expense):
Interest expense -- -- (15) 65 (3,439,389)
Interest income 23 4 56 -- 305,899
Other income, net -- -- -- -- 81,612
Gain on forgiveness of debt 2,278,158 -- 2,278,158 -- 2,278,158
Gain on write-down of accounts payable -- -- -- -- 1,405,232
------------- ------------- ------------- ------------- -------------
Total other income (expenses) 2,278,181 4 2,278,199 65 631,513
------------- ------------- ------------- ------------- -------------
Loss before minority interest in losses
of subsidiary 2,234,140 (69,421) 2,139,573 (223,338) (15,571,965)
------------- ------------- ------------- ------------- -------------
Minority interest in losses of subsidiary 191,300 -- 191,300 -- 521,100
------------- ------------- ------------- ------------- -------------
Net (loss) income $ 2,425,440 $ (69,421) $ 2,330,873 $ (223,338) $ (15,050,865)
============= ============= ============= ============= =============
Net (loss) income available to common
stockholders per common share: $ 0.7 $ -- $ 0.8 $ --
============= ============= ============= =============
Net (loss) income per common share -
basic and diluted $ 0.3 $ -- $ 0.2 $ --
============= ============= ============= =============
Weighted average shares outstanding:
Basic 834,525 161,980,378 413,656 160,214,449
============= ============= ============= =============
Diluted 834,525 161,980,378 413,656 160,214,449
============= ============= ============= =============
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MEDITECH PHARMACEUTICALS, INC. AND SUBSIDIARY
(Development Stage Companies)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED FEBRUARY 28, 2005 AND 2004
--------------------------------------------------------------------------------
For The Nine For The Nine
Months Ended Months Ended
February 28, February 28,
2005 2005
------------ ------------
Cash flows from operating activities:
Net income $ 2,330,873 $ (223,338)
Adjustments to reconcile (net loss) income to
net cash used in operating activities:
Depreciation and amortization 858 372
Forgiveness of debt 2,278,158 --
Stock issued in exchange for debt 3,775,425 --
Minority interest in losses of subsidiary (191,300) --
Changes in operating assets and liabilities:
Other current assets -- (2,379)
Other assets 7,448 9,587
Accounts payable and accrued expenses (257,893) (38,556)
Advances from affiliates (4,509,346) (10,000)
Accrued compensation (3,493,187) 240,000
------------ ------------
Net cash used in operating activities (58,964) (24,314)
Cash flows from investing activities:
Purchase of furniture and fixtures -- (1,724)
------------ ------------
Cash flows from financing activities:
Proceeds from issuance of common stock -- 82,000
------------ ------------
Net change in cash and cash equivalents (58,964) 55,962
Cash and cash equivalents, beginning of period 58,964 20,418
------------ ------------
Cash and cash equivalents, end of period $ -- $ 76,380
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