UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest reported): April 5, 2010
WELLQUEST MEDICAL & WELLNESS CORPORATION
(Exact name of registrant as specified in charter)
|
|
Oklahoma
|
333-149260
|
20-1842879
|
3400 SE Macy Rd, #18, Bentonville, Arkansas 72712
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (479) 845-0880
Copies to:
Gregory Sichenzia, Esq.
James M. Turner, Esq.
Sichenzia Ross Friedman Ference LLP
61 Broadway
New York, New York 10006
Phone: (212) 930-9700
Fax: (212) 930-9725
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
ITEM 2.02 |
Results of Operations and Financial Condition |
On April 5, 2010, the Company announced its operating results for the fiscal year ended December 31, 2009. A copy of the press release that discusses this matter is filed as Exhibit 99.1 to, and incorporated by reference in, this report. The information in this Current Report is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, except as shall be expressly set forth by specific reference in any such filing.
|
ITEM 9.01 |
Financial Statements and Exhibits. |
|
(d) |
Exhibits. |
99.1 Press Release, dated April 5, 2010, issued by WellQuest Medical & Wellness Corporation
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
WELLQUEST MEDICAL & WELLNESS CORPORATION |
|
|
|
|
|
|
Dated: April 5, 2010 |
BY: |
/s/ GREG PRIMM |
|
|
|
Greg Primm Chief Financial Officer |
|
|
|
|
Exhibit 99.1
WellQuest Announces Record Revenues of $3.8 Million for Fiscal 2009
|
|
|
Revenue growth driven by record number of client visits to medical clinic |
|
|
|
Fifth consecutive quarter of revenue growth |
Bentonville, Arkansas, April 5, 2010 WellQuest Medical & Wellness Corporation (the Company or WellQuest) (Pink Sheets: WEQL ), reported record revenues of $3,823,994 for the fiscal year ended December 31, 2009. This marks a 15% increase of $491,561 over fiscal 2008 revenues of $3,332,433. Fiscal 2009 fourth quarter revenues of $1,009,414 were a historical record for the Company, marking the 5 th consecutive quarter of revenue growth, with a 7% increase over third quarter fiscal 2009 revenues of $944,123. Growth was fueled by a record 36,958 client visits, up 25% in 2009 fiscal year over 29,579 client visits in fiscal 2008.
As reported in the Companys 2009 annual report, WellQuests medical clinic and medical spa segments generated $554,312 in operating income for the twelve months ended December 31, 2009, before general corporate expenses of $595,473 and interest expense of $224,136. On a consolidated basis, WellQuest had a net loss of $(262,797), or $(0.01) per share for the fiscal 2009.
The success of our Bentonville facility substantiates our goal to replicate our model in numerous locations across the country. On a stand-alone basis, our flagship location was profitable in 2009. This is a result of the markets positive response to our customer-focused medical concept: an upscale environment where our clients receive convenient medical care, integrative approaches to treatment, wellness and prevention through counseling and products, and advanced skin care and aesthetic services. This integration of environment and service results in a comfortable and trusted location to meet a familys primary healthcare needs. Our approach to healthcare is based on attention to more than just treating sickness. Disease prevention, weight-loss, nutritional supplements and aesthetics address the broader spectrum of health concerns for more of todays families and health conscious businesses, stated WellQuest President Steve Swift.
After four years of operation, 75% of WellQuests visits in the medical clinic are repeat clients, indicating high levels of customer satisfaction. Additionally, 25% of medical visits throughout 2009 were new customer visits showing continued growth in the Companys service area. The Companys revenues have consistently increased over the past four years with fiscal 2006 revenues of $1,585,543, fiscal 2007 revenues were $2,393,453, fiscal 2008 revenues of $3,332,433, and fiscal 2009 revenues of $3,823,994.
WellQuest is about the Quest for Wellness, which is a journey that WellQuest takes with its customers. The Companys aim is to make a positive difference in the health and lives of its staff, its clients and its community.
WellQuest is pursuing a goal to replicate its positive integrative medical experience by opening branded WellQuest facilities in other metropolitan areas of the U.S. The Company believes families and businesses are seeking options in the U.S. where annual sick care costs exceed $2.5 trillion, 16.7% of GDP. WellQuest is a relevant option toward treatment, prevention and wellness. The Companys business is aimed at the evolving healthcare market which includes a $500 billion physician services sector, an $86 billion nutraceutical sector, a $12 billion cosmeceutical sector, and a $12.8 billion spa/medical spa sector. These sectors have traditionally been segregated. WellQuest brings them together in a way that meaningfully serves its customers.
About WellQuest Medical & Wellness Corporation
WellQuest offers its innovative concept in healthcare delivery by integrating conventional and complementary physician medicine with wellness, and aesthetic services in one center, creating an effective environment for the pursuit and
maintenance of a healthy life. WellQuests unique model for healthcare helps customers get well, stay well, and look well. Currently operating in Bentonville, Arkansas, WellQuest seeks to open additional locations in the U.S.
Investor and Media Contact:
Dilek Mir
(310) 591-5619
dmir@corporateprofile.com
Forward Looking Statements
This press release contains "forward-looking statements" within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact in this announcement are forward-looking statements, including but not limited to, the Companys ability to obtain the necessary financing to continue and expand operations, to market its products and services in new markets and to offer healthcare services at competitive pricing, anticipated revenue from client visits; general economic conditions and other factors detailed from time to time in the Companys filings with the United States Securities and Exchange Commission and other regulatory authorities. These statements include, without limitation, statements regarding our ability to prepare the Company for growth; the Companys planned expansions, and predictions and guidance relating to the Companys future financial performance. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
|
2009
|
|
2008
|
||||||||
|
Assets
|
||||||||||
|
Current
assets:
|
||||||||||
|
Cash
|
$ | 49,700 | $ | 103,265 | ||||||
|
Accounts
receivable, less allowances of $245,388 and $235,348 at December 31, 2009 and 2008, respectively
|
294,246 | 293,363 | ||||||||
|
Other current
assets
|
70,777 | 50,737 | ||||||||
|
Total current
assets
|
414,723 | 447,365 | ||||||||
|
Property and
equipment, net
|
279,967 | 387,125 | ||||||||
|
Deferred
financing costs, net of accumulated amortization of $27,775 and $0 at December 31, 2009 and 2008, respectively
|
83,325 | | ||||||||
|
|
||||||||||
|
|
$ | 778,015 | $ | 834,490 | ||||||
|
|
||||||||||
|
Liabilities and Stockholders Deficit
|
||||||||||
|
Current
liabilities:
|
||||||||||
|
Line of
credit
|
$ | 167,500 | $ | 202,494 | ||||||
|
Accounts
payable
|
309,778 | 293,312 | ||||||||
|
Accrued
liabilities
|
155,783 | 232,034 | ||||||||
|
Due to
physicians and related parties
|
598,230 | 521,118 | ||||||||
|
Note payable
to related party
|
40,000 | 349,608 | ||||||||
|
Current
maturities of long-term debt
|
408,920 | 517,324 | ||||||||
|
Current
obligations under capital leases
|
28,155 | 23,902 | ||||||||
|
Current
maturities of subordinated debentures payable to stockholders, net of unamortized discount of $0 and $17,093 at December 31, 2009 and 2008,
respectively
|
493,497 | 523,409 | ||||||||
|
Total current
liabilities
|
2,201,863 | 2,663,201 | ||||||||
|
Long-term
obligations under capital leases, less current portion
|
90,492 | 118,646 | ||||||||
|
Subordinated
debentures payable to stockholders, less current maturities
|
443,123 | | ||||||||
|
Total
liabilities
|
2,735,478 | 2,781,847 | ||||||||
|
|
||||||||||
|
Stockholders deficit:
|
||||||||||
|
Preferred
stock$.01 par value; authorized 2,500,000 shares
75,000 shares designated as Series A convertible preferred stock; 25,515 and 37,440 shares issued and outstanding at December 31, 2009 and 2008, respectively |
255 | 374 | ||||||||
|
Common
stock$.001 par value; authorized 150,000,000 shares; 29,272,667 and 23,716,361 shares issued and outstanding at December 31, 2009 and 2008,
respectively
|
29,273 | 23,716 | ||||||||
|
Additional
paid-in capital
|
1,510,283 | 1,263,030 | ||||||||
|
Warrants
|
177,000 | 177,000 | ||||||||
|
Accumulated
deficit
|
(3,674,274 | ) | (3,411,477 | ) | ||||||
|
Total
stockholders deficit
|
(1,957,463 | ) | (1,947,357 | ) | ||||||
|
Total
liabilities and stockholders deficit
|
$ | 778,015 | $ | 834,490 | ||||||
|
2009
|
|
2008
|
||||||||
|
Net
revenues
|
$ | 3,823,994 | $ | 3,332,433 | ||||||
|
|
||||||||||
|
Operating
expenses:
|
||||||||||
|
Salaries,
wages and benefits
|
1,247,574 | 1,256,706 | ||||||||
|
Rents and
facility expenses
|
287,131 | 304,391 | ||||||||
|
Clinic direct
expenses, excluding salaries, wages and benefits
|
1,527,040 | 1,138,221 | ||||||||
|
Spa direct
expenses, excluding salaries, wages and benefits
|
295,639 | 341,591 | ||||||||
|
General
corporate expenses
|
389,646 | 622,969 | ||||||||
|
Depreciation
and amortization
|
115,625 | 114,377 | ||||||||
|
|
||||||||||
|
Total
operating expenses
|
3,862,655 | 3,778,255 | ||||||||
|
|
||||||||||
|
Operating
loss
|
(38,661 | ) | (445,822 | ) | ||||||
|
|
||||||||||
|
Interest
income (expense):
|
||||||||||
|
Interest
income
|
| 3,232 | ||||||||
|
Interest
expense
|
(224,136 | ) | (289,508 | ) | ||||||
|
|
||||||||||
|
Net interest
expense
|
(224,136 | ) | (286,276 | ) | ||||||
|
|
||||||||||
|
Net
loss
|
$ | (262,797 | ) | $ | (732,098 | ) | ||||
|
|
||||||||||
|
Loss per
common share:
|
||||||||||
|
Basic and
diluted
|
$ | (0.01 | ) | $ | (0.03 | ) | ||||
|
|
||||||||||
|
Weighted
average number of common shares and dilutive common share equivalents outstanding:
|
||||||||||
|
Basic and
diluted
|
26,867,425 | 23,608,429 | ||||||||