UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
(Mark
One)
x
QUARTERLY REPORT
UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
quarterly period ended November 30, 2009
o
TRANSITION REPORT
UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT
For the
transition period from ______ to ______
Commission
File Number: 000-27629
SHEERVISION
INC.
(Exact
name of small business issuer as specified in its charter)
Delaware
|
23-2426437
|
(State
of incorporation)
|
(I.R.S.
Employer Identification No.)
|
4030
Palos Verdes Drive N., Suite 104, Rolling Hills, CA 90274
(Address
of principal executive offices)
(310)
265-8918
(Issuer's
telephone number)
(Former
name, former address and former fiscal year, if changed since last
report)
Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 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
o
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
o
Accelerated filer
o
Non-accelerated filer
o
Smaller reporting company
x
Indicate
by check mark whether the Company is a shell company (as defined in Rule 12b-2
of the Exchange Act).
Yes
o
No
x
State the
number of shares outstanding of each of the issuer's classes of common equity,
as of January 14, 2010: 12,756,023 shares outstanding of the Company’s common
stock, par value, $.001
Transitional
Small Business Disclosure Format (check one):
Yes
o
No
x
HEADING
|
PAGE
|
|
|
PART
I. FINANCIAL INFORMATION
|
|
|
|
Item
1. Financial Statements
|
1
|
|
|
Item
2. Management's Discussion and Analysis or Plan of
Operation
|
2
|
|
|
Item
3. Quantitative and Qualitative Disclosures About Market
Risk
|
7
|
|
|
Item
4T. Controls and Procedures
|
7
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|
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PART
II. OTHER INFORMATION
|
|
|
|
Item
1. Legal Proceedings
|
8
|
|
|
Item
2. Unregistered Sale of Equity Securities and Use of
Proceeds
|
8
|
|
|
Item
3. Defaults upon Senior Securities
|
8
|
|
|
Item
4. Submission of Matters to a Vote of Securities Holders
|
8
|
|
|
Item
5. Other Information.
|
8
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|
|
Item
6. Exhibits
|
8
|
|
|
Signatures
|
9
|
ITEM
1. FINANCIAL STATEMENTS
SHEERVISION,
INC. AND SUBSIDIARY
CONSOLIDATED
FINANCIAL STATEMENTS
NOVEMBER
30, 2009
(UNAUDITED)
|
Page(s)
|
|
|
Financial
Statements:
|
|
|
|
Consolidated
Balance Sheets as of November 30, 2009 (Unaudited) and August
31, 2009 (Audited)
|
F-2
|
|
|
Consolidated
Statements of Operations for the three months ended November
30, 2009 and 2008 (Unaudited)
|
F-3
|
|
|
Consolidated
Statements of Cash Flows for the three months ended November
30, 2009 and 2008 (Unaudited)
|
F-4
|
|
|
Notes
to Consolidated Financial Statements (Unaudited)
|
F-5
- F-22
|
SheerVision,
Inc. and Subsidiary
Consolidated Balance
Sheets
|
|
November
30, 2009
|
|
|
August
31, 2009
|
|
|
|
(Unaudited)
|
|
|
(Audited)
|
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
Assets:
|
|
|
|
|
|
|
Cash
|
|
$
|
786
|
|
|
$
|
17,651
|
|
Accounts
receivable
|
|
|
89,268
|
|
|
|
257,616
|
|
Inventory
|
|
|
386,316
|
|
|
|
339,664
|
|
Prepaid
expenses and other current assets
|
|
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103,591
|
|
|
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87,653
|
|
Total
Current Assets
|
|
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579,961
|
|
|
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702,584
|
|
|
|
|
|
|
|
|
|
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Property
and equipment, net
|
|
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123,594
|
|
|
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134,981
|
|
|
|
|
|
|
|
|
|
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Total
Assets
|
|
$
|
703,555
|
|
|
$
|
837,565
|
|
|
|
|
|
|
|
|
|
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Liabilities
and Stockholders' Deficit
|
|
|
|
|
|
|
|
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Liabilities:
|
|
|
|
|
|
|
|
|
Cash
overdraft
|
|
$
|
2,606
|
|
|
$
|
-
|
|
Accounts
payable
|
|
|
276,220
|
|
|
|
415,838
|
|
Accrued
expenses and other current liabilities
|
|
|
115,969
|
|
|
|
77,184
|
|
Accrued
dividends - Series A convertible preferred stock
|
|
|
863,039
|
|
|
|
804,813
|
|
Derivative
liabilities
|
|
|
29,109
|
|
|
|
58,568
|
|
Line
of credit
|
|
|
75,000
|
|
|
|
75,000
|
|
Total
Current Liabilities
|
|
|
1,361,943
|
|
|
|
1,431,404
|
|
|
|
|
|
|
|
|
|
|
Stockholders'
Deficit:
|
|
|
|
|
|
|
|
|
Preferred
stock, Series A, 9% cumulative convertible, ($0.001 par
value,
|
|
|
|
|
|
|
|
|
$10
per share stated value, liquidation preference of $3,507,250, 350,000
shares authorized,
264,421 issued and
outstanding)
|
|
|
264
|
|
|
|
264
|
|
Common
stock, ($0.001 par value, 90,000,000 shares authorized,
|
|
|
|
|
|
|
|
|
12,756,023
issued and outstanding)
|
|
|
12,756
|
|
|
|
12,756
|
|
Additional
paid in capital
|
|
|
4,985,343
|
|
|
|
4,985,343
|
|
Accumulated
deficit
|
|
|
(5,656,751
|
)
|
|
|
(5,592,202
|
)
|
Total
Stockholders' Deficit
|
|
|
(658,388
|
)
|
|
|
(593,839
|
)
|
|
|
|
|
|
|
|
|
|
Total
Liabilities and Stockholders' Deficit
|
|
$
|
703,555
|
|
|
$
|
837,565
|
|
See
accompanying notes to financial statements
SheerVision,
Inc. and Subsidiary
Consolidated
Statements of Operations
(Unaudited)
|
|
For the Three Months Ended November 30,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
|
|
Sales
- net
|
|
$
|
561,172
|
|
|
$
|
1,172,362
|
|
|
|
|
|
|
|
|
|
|
Cost
of sales
|
|
|
119,939
|
|
|
|
466,476
|
|
|
|
|
|
|
|
|
|
|
Gross
profit
|
|
|
441,233
|
|
|
|
705,886
|
|
|
|
|
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
General
and administrative expenses
|
|
|
265,629
|
|
|
|
338,881
|
|
Selling
and marketing
|
|
|
208,904
|
|
|
|
297,423
|
|
Total
operating expenses
|
|
|
474,533
|
|
|
|
636,304
|
|
|
|
|
|
|
|
|
|
|
Income
(loss) from operations
|
|
|
(33,300
|
)
|
|
|
69,582
|
|
|
|
|
|
|
|
|
|
|
Other
income (expense)
|
|
|
|
|
|
|
|
|
Interest
income
|
|
|
-
|
|
|
|
391
|
|
Interest
expense
|
|
|
(1,683
|
)
|
|
|
(3,366
|
)
|
Change
in fair value of derivative liability
|
|
|
29,460
|
|
|
|
-
|
|
Total
other income (expense) - net
|
|
|
27,777
|
|
|
|
(2,975
|
)
|
|
|
|
|
|
|
|
|
|
Income
(loss) before provision for income taxes
|
|
|
(5,523
|
)
|
|
|
66,607
|
|
|
|
|
|
|
|
|
|
|
Provision
for income taxes
|
|
|
800
|
|
|
|
800
|
|
|
|
|
|
|
|
|
|
|
Net
income (loss)
|
|
$
|
(6,323
|
)
|
|
$
|
65,807
|
|
|
|
|
|
|
|
|
|
|
Less:
Preferred stock dividends - Series A convertible
|
|
|
|
|
|
|
|
|
preferred
stock
|
|
|
(58,226
|
)
|
|
|
(59,917
|
)
|
|
|
|
|
|
|
|
|
|
Net
loss applicable to common shareholders
|
|
$
|
(64,549
|
)
|
|
$
|
5,890
|
|
|
|
|
|
|
|
|
|
|
Net
loss per common share - basic and diluted
|
|
$
|
(0.01
|
)
|
|
$
|
0.00
|
|
|
|
|
|
|
|
|
|
|
Weighted
average number of common shares outstanding
|
|
|
|
|
|
|
|
|
during
the period - basic and diluted
|
|
|
12,756,023
|
|
|
|
12,736,335
|
|
See
accompanying notes to financial statements
SheerVision,
Inc. and Subsidiary
Consolidated
Statements of Cash Flows
(Unaudited)
|
|
Three Months Ended November 30,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
Net
income (loss)
|
|
$
|
(6,323
|
)
|
|
$
|
65,807
|
|
Adjustments
to reconcile net income (loss) to net cash provided by (used in) operating
activities:
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
11,387
|
|
|
|
10,098
|
|
Changes
in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
(Increase)
Decrease in:
|
|
|
|
|
|
|
|
|
Accounts
receivable
|
|
|
168,348
|
|
|
|
191,364
|
|
Inventory
|
|
|
(46,652
|
)
|
|
|
(278
|
)
|
Prepaid
expenses and other current assets
|
|
|
(15,938
|
)
|
|
|
(94,732
|
)
|
Increase
(Decrease) in:
|
|
|
|
|
|
|
|
|
Accounts
payable
|
|
|
(139,619
|
)
|
|
|
(36,161
|
)
|
Change
in fair value of derivative liabilities
|
|
|
(29,459
|
)
|
|
|
-
|
|
Accrued
expenses and other current liabilities
|
|
|
38,785
|
|
|
|
42,094
|
|
Net
Cash Provided by (Used in) Operating Activities
|
|
|
(19,471
|
)
|
|
|
178,192
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Purchase
of property and equipment
|
|
|
-
|
|
|
|
-
|
|
Net
Cash Used in Investing Activities
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Cash
overdraft
|
|
|
2,606
|
|
|
|
-
|
|
Net
Cash Provided by Financing Activities
|
|
|
2,606
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Net
Increase (Decrease) in Cash
|
|
|
(16,865
|
)
|
|
|
178,192
|
|
|
|
|
|
|
|
|
|
|
Cash
and Cash Equivalents - Beginning of Period
|
|
|
17,651
|
|
|
|
111,887
|
|
|
|
|
|
|
|
|
|
|
Cash
and Cash Equivalents - End of Period
|
|
$
|
786
|
|
|
$
|
290,079
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTARY
CASH FLOW INFORMATION:
|
|
|
|
|
|
|
|
|
Cash
paid during the period for:
|
|
|
|
|
|
|
|
|
Income
taxes
|
|
$
|
800
|
|
|
$
|
1,600
|
|
Interest
|
|
$
|
-
|
|
|
$
|
5,918
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTARY
DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued
preferred stock dividends - Series A convertible preferred
stock
|
|
$
|
58,226
|
|
|
$
|
59,917
|
|
Accrued
interest on line of credit
|
|
$
|
-
|
|
|
$
|
3,366
|
|
See
accompanying notes to financial statements
SheerVision,
Inc. and Subsidiary
Notes
to Consolidated Financial Statements
November
30, 2009
(Unaudited)
Note 1 Basis of
Presentation
The
accompanying unaudited financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
and the rules and regulations of the United States Securities and Exchange
Commission for interim financial information with the instructions to Form 10-Q
and Article 10 of Regulation S-X. Accordingly, they do not include all the
information and footnotes necessary for a comprehensive presentation of
financial position, results of operations, or cash flows. It is management's
opinion, however, that all material adjustments (consisting of normal recurring
adjustments) have been made which are necessary for a fair financial statement
presentation. The results for the interim period are not necessarily indicative
of the results to be expected for the full year.
The
unaudited interim financial statements should be read in conjunction with the
Company’s Annual Report on Form 10-K, which contains the audited financial
statements and notes thereto, together with the Management’s Discussion and
Analysis, for the fiscal year ended August 31, 2009. The interim results for the
period ended November 30, 2009 are not necessarily indicative of the results for
the full fiscal year.
Note 2 Organization, Nature
of Operations and Summary of Significant Accounting Policies
SheerVision,
Inc. (the “Company”), a Delaware corporation, designs and sells surgical loupes,
light systems and related optical products for the dental, medical and
veterinary markets. Through its exclusive arrangements with manufacturers
based in Asia, it can provide these surgical loupes and light systems
directly to end-users at substantially lower prices than similar competitors'
products. The Company has also recently negotiated favorable terms with multiple
United States manufacturers, and is currently manufacturing a number of products
domestically.
Principles
of Consolidation
All
significant intercompany accounts and transactions have been eliminated in
consolidation.
Risks
and Uncertainties
The
Company operates in an industry that is subject to intense competition and rapid
technological change and is in a state of fluctuation as a result of the credit
crisis occurring in the United States. The Company's operations are subject to
significant risk and uncertainties including financial, operational,
technological, and regulatory risks including the potential risk of business
failure.
Also see
Note 2 regarding going concern matters.
SheerVision,
Inc. and Subsidiary
Notes
to Consolidated Financial Statements
November
30, 2009
(Unaudited)
Use
of Estimates
The
preparation of financial statements in conformity with U.S. generally accepted
accounting principles requires management to make estimates and assumptions that
affect the 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.
Such
estimates and assumptions impact, among others, the following: the estimated
useful lives for property and equipment and the fair value of derivative
liabilities.
Making
estimates requires management to exercise significant judgment. It is at least
reasonably possible that the estimate of the effect of a condition, situation or
set of circumstances that existed at the date of the financial statements, which
management considered in formulating its estimate could change in the near term
due to one or more future confirming events. Accordingly, the actual results
could differ significantly from estimates.
Cash
and Cash Equivalents
The
Company considers all highly liquid instruments purchased with a maturity of
three months or less to be cash equivalents. There were no cash equivalents at
November 30, 2009 or August 31, 2009, respectively.
The
Company minimizes its credit risk associated with cash by periodically
evaluating the credit quality of its primary financial institution. The balance
at times may exceed federally insured limits. At November 30, 2009 and August
31, 2009, respectively, the balance did not exceed the federally insured
limit.
Accounts
Receivable and Allowance for Doubtful Accounts
Accounts
receivable represent balances due from customers for the sale of the Company’s
products. An allowance for doubtful accounts is provided for those accounts
receivable considered to be potentially uncollectible, based upon historical
experience and management’s evaluation of outstanding accounts receivable at
each reporting period. At November 30, 2009 and August 31, 2009, respectively,
there was no allowance required.
SheerVision,
Inc. and Subsidiary
Notes
to Consolidated Financial Statements
November
30, 2009
(Unaudited)
Inventory
Inventory
is valued at the lower of cost or market, determined on a first-in, first-out
basis. At November 30, 2009 and August 31, 2009, respectively, inventory
consisted of finished goods. Due to the technical nature of the products, the
Company may be exposed to a number of factors that could result in portions of
its inventory becoming either obsolete or in excess of anticipated usage. These
factors include, but are not limited to, technological changes in its markets,
competitive pressures in products and prices, and the introduction of new
product lines. The Company regularly evaluates its ability to realize the value
of its inventory based on a combination of factors, including historical usage
rates, forecasted sales, product life cycles, and market acceptance of new
products. When inventory that is obsolete or in excess of anticipated usage is
identified, it is written down to realizable value or an inventory valuation
reserve is established
.
For the
three months ended November 30, 2009 and 2008, respectively, the Company did not
record any write-downs to net realizable value for obsolescence.
Property
and Equipment
Property
and equipment are stated at cost and are being depreciated using the
straight-line method over the estimated useful lives of the related assets,
generally five to seven years.
Leasehold improvements are amortized on a straight-line basis over the
shorter of the estimated useful lives of the assets or the remaining lease
terms. The Company follows the practice of charging maintenance renewals and
minor repairs to expense as incurred. Renewals and betterments that materially
increase the value of the property are capitalized.
Long
Lived Assets
The
Company carries long-lived assets at the lower of their carrying amount or their
fair value. The Company periodically review the carrying values of our
long-lived assets when events or changes in circumstances indicate that it is
more likely than not that their carrying values may exceed their fair values,
and record an impairment charge when considered necessary.
When
circumstances indicate that impairment may have occurred, the Company tests such
assets for recoverability by comparing the estimated undiscounted future cash
flows expected to result from the use of such assets and their eventual
disposition to their carrying amounts. If the undiscounted future cash flows are
less than the carrying amount of the asset, an impairment loss, measured as the
excess of the carrying value of the asset over its estimated fair value, is
recognized. Fair value, for purposes of calculating impairment, is measured
based on estimated future cash flows, discounted at a market rate of interest.
There were no impairment charges taken during the three months ended November
30, 2009 and 2008, respectively.
SheerVision,
Inc. and Subsidiary
Notes
to Consolidated Financial Statements
November
30, 2009
(Unaudited)
Warrants
and Derivative Liabilities
The
Company reviews any common stock purchase warrants and other freestanding
derivative financial instruments at each balance sheet date and will classify
them on the balance sheet as:
|
a)
|
Equity
if they (i) require physical settlement or net-share settlement, or (ii)
give the Company a choice of net-cash settlement or settlement in its
own shares (physical settlement or net-share settlement), or
as
|
|
b)
|
Assets
or liabilities if they (i) require net-cash settlement (including a
requirement to net cash settle the contract if an event occurs and if that
event is outside the Company's control), or (ii) give the
counterparty a choice of net-cash settlement or settlement in shares
(physical settlement or net-share
settlement).
|
The
Company assesses classification of its common stock purchase warrants and
other freestanding derivatives at each reporting date to determine whether a
change in classification between assets and liabilities is
required.
Fair
Value of Financial Instruments
The
carrying amounts of the Company’s short-term financial instruments, including
the Company’s current assets (exclusive of cash) and current liabilities,
approximate fair value due to the relatively short period to maturity for these
instruments.
Revenue
Recognition
The
Company’s surgical loupes and lighting products need no installation and are
ready for use upon receipt by the customer.
The
Company records revenue when all of the following have occurred: (1) persuasive
evidence of an arrangement exists, (2) delivery has occurred, (3) the sales
price to the customer is fixed or determinable, and (4) collectibility is
reasonably assured. Products sold are delivered by shipments made through common
carrier and revenue is recognized upon shipment to the customer. Discounts and
sales incentives are recognized as a reduction of revenue at the time of sale.
The Company offers an unconditional satisfaction guarantee for a 30 day period
and permits product returns within 30 days of purchase, at which time returns
are accepted and refunds are made. Historically, returns have been minimal. The
Company has determined that recognition of revenue on the date of shipment is
appropriate, given that no history or material trends have developed associated
with returns. As a result, management has determined that no reserve is
required. Shipping charges and special orders are nonrefundable
.
SheerVision,
Inc. and Subsidiary
Notes
to Consolidated Financial Statements
November
30, 2009
(Unaudited)
Cost
of Sales
Cost of
sales represents costs directly related to the production and sale of the
Company’s products. Primary costs include direct labor, finished goods and
supplies.
Advertising
Costs
incurred for producing and communicating advertising of the Company are charged
to operations as incurred. Advertising expense has been included in the
statement of operations as a component of general and administrative expense.
Advertising expense for the three months ended November 30, 2009 and 2008 was
$5,555 and $26,924, respectively.
Earnings
per Share
Basic
earnings per share (“EPS”) is computed by dividing net loss available to common
stockholders by the weighted average number of common shares outstanding during
the period, excluding the effects of any potentially dilutive securities.
Diluted EPS gives effect to all dilutive potential of shares of common stock
outstanding during the period including stock options or warrants, using the
treasury stock method (by using the average stock price for the period to
determine the number of shares assumed to be purchased from the exercise of
stock options or warrants), and convertible debt or convertible preferred stock,
using the if-converted method. Diluted EPS excludes all dilutive potential of
shares of common stock if their effect is anti-dilutive.
The
computation of basic and diluted loss per share for the three months ended
November 30, 2009 and 2008, respectively, excludes the following potentially
dilutive securities because their inclusion would be anti-dilutive due to the
Company’s net loss during the period.:
|
|
November 30, 2009
|
|
|
November 30, 2008
|
|
|
|
|
|
|
|
|
|
|
Convertible
preferred stock
|
|
|
2,938,011
|
|
|
|
2,938,011
|
|
|
|
|
|
|
|
|
|
|
Stock
options
|
|
|
386,000
|
|
|
|
205,500
|
|
|
|
|
|
|
|
|
|
|
Stock
warrants
|
|
|
977,276
|
|
|
|
1,488,989
|
|
|
|
|
|
|
|
|
|
|
Total
common stock equivalents
|
|
|
4,301,287
|
|
|
|
4,652,500
|
|
SheerVision,
Inc. and Subsidiary
Notes
to Consolidated Financial Statements
November
30, 2009
(Unaudited)
Segment
Information
During
the fiscal years 2009 and 2008, respectively, the Company only operated in one
segment; therefore, segment information has not been presented.
Share
Based Payments
Generally,
all forms of share-based payments, including stock option grants, restricted
stock grants and stock appreciation rights, are measured at their fair value on
the awards’ grant date, and based on the estimated number of awards that are
ultimately expected to vest. Share-based payment awards issued to non-employees
for services rendered are recorded at either the fair value of the services
rendered or the fair value of the share-based payment, whichever is more readily
determinable. The expense resulting from share-based payments are recorded as a
component of general and administrative expense.
Recent Accounting
Pronouncements
Effective
January 1, 2009, the Company adopted an accounting standard update
regarding the determination of the useful life of intangible assets. As codified
in ASC 350-30-35, this update amends the factors considered in developing
renewal or extension assumptions used to determine the useful life of a
recognized intangible asset under intangibles accounting. It also requires a
consistent approach between the useful life of a recognized intangible asset
under prior business combination accounting and the period of expected cash
flows used to measure the fair value of an asset under the new business
combinations accounting (as currently codified under ASC 850). The update also
requires enhanced disclosures when an intangible asset’s expected future cash
flows are affected by an entity’s intent and/or ability to renew or extend the
arrangement. The adoption did not have a material impact on the Company’s
financial statements.
In
February 2008, the FASB issued an accounting standard update that delayed
the effective date of fair value measurements accounting for all non-financial
assets and non-financial liabilities, except for items that are recognized or
disclosed at fair value in the financial statements on a recurring basis (at
least annually), until the beginning of the first quarter of fiscal 2009. These
include goodwill and other non-amortizable intangible assets. The Company
adopted this accounting standard update effective January 1, 2009. The
adoption of this update to non-financial assets and liabilities, as codified in
ASC 820-10, did not have a material impact on the Company’s financial
statements.
SheerVision,
Inc. and Subsidiary
Notes
to Consolidated Financial Statements
November
30, 2009
(Unaudited)
Effective
January 1, 2009, the Company adopted a new accounting standard update
regarding business combinations. As codified under ASC 805, this update requires
an entity to recognize the assets acquired, liabilities assumed, contractual
contingencies, and contingent consideration at their fair value on the
acquisition date. It further requires that acquisition-related costs be
recognized separately from the acquisition and expensed as incurred; that
restructuring costs generally be expensed in periods subsequent to the
acquisition date; and that changes in accounting for deferred tax asset
valuation allowances and acquired income tax uncertainties after the measurement
period be recognized as a component of provision for taxes. The adoption did not
have a material impact on the Company’s financial statements.
Effective
June 30, 2009, the Company adopted three accounting standard updates which
were intended to provide additional application guidance and enhanced
disclosures regarding fair value measurements and impairments of securities.
They also provide additional guidelines for estimating fair value in accordance
with fair value accounting. The first update, as codified in ASC 820-10-65,
provides additional guidelines for estimating fair value in accordance with fair
value accounting. The second accounting update, as codified in ASC 320-10-65,
changes accounting requirements for other-than-temporary-impairment
(OTTI) for debt securities by replacing the current requirement that a
holder have the positive intent and ability to hold an impaired security to
recovery in order to conclude an impairment was temporary with a requirement
that an entity conclude it does not intend to sell an impaired security and it
will not be required to sell the security before the recovery of its amortized
cost basis. The third accounting update, as codified in ASC 825-10-65, increases
the frequency of fair value disclosures. These updates were effective for fiscal
years and interim periods ended after June 15, 2009. The adoption of these
accounting updates did not have a material impact on the Company’s financial
statements.
Effective
June 30, 2009, the Company adopted a new accounting standard for subsequent
events, as codified in ASC 855-10. The update modifies the names of the two
types of subsequent events either as recognized subsequent events (previously
referred to in practice as Type I subsequent events) or non-recognized
subsequent events (previously referred to in practice as Type II subsequent
events). In addition, the standard modifies the definition of subsequent events
to refer to events or transactions that occur after the balance sheet date, but
before the financial statements are issued (for public entities) or available to
be issued (for nonpublic entities). It also requires the disclosure of the date
through which subsequent events have been evaluated. The update did not result
in significant changes in the practice of subsequent event disclosures, and
therefore the adoption did not have a material impact on the Company’s financial
statements.
SheerVision,
Inc. and Subsidiary
Notes
to Consolidated Financial Statements
November
30, 2009
(Unaudited)
Effective
July 1, 2009, the Company adopted the Financial Accounting Standards Board
(“FASB”) Accounting Standards Codification (“ASC”) 105-10,
Generally Accepted Accounting
Principles – Overall
(“ASC 105-10”). ASC 105-10 establishes the
FASB Accounting Standards
Codification
(the “Codification”) as the source of authoritative
accounting principles recognized by the FASB to be applied by nongovernmental
entities in the preparation of financial statements in conformity with U.S.
GAAP. Rules and interpretive releases of the SEC under authority of federal
securities laws are also sources of authoritative U.S. GAAP for SEC registrants.
All guidance contained in the Codification carries an equal level of authority.
The Codification superseded all existing non-SEC accounting and reporting
standards. All other non-grandfathered, non-SEC accounting literature not
included in the Codification is non-authoritative. The FASB will not issue new
standards in the form of Statements, FASB Staff Positions or Emerging Issues
Task Force Abstracts. Instead, it will issue Accounting Standards Updates
(“ASUs”). The FASB will not consider ASUs as authoritative in their own right.
ASUs will serve only to update the Codification, provide background information
about the guidance and provide the bases for conclusions on the change(s) in the
Codification. References made to FASB guidance throughout this document have
been updated for the Codification.
Effective
July 1, 2009, the Company adopted FASB ASU No. 2009-05,
Fair Value Measurements and
Disclosures (Topic 820)
(“ASU 2009-05”). ASU 2009-05 provided amendments
to ASC 820-10,
Fair Value
Measurements and Disclosures – Overall,
for the fair value measurement of
liabilities. ASU 2009-05 provides clarification that in circumstances in which a
quoted price in an active market for the identical liability is not available, a
reporting entity is required to measure fair value using certain techniques. ASU
2009-05 also clarifies that when estimating the fair value of a liability, a
reporting entity is not required to include a separate input or adjustment to
other inputs relating to the existence of a restriction that prevents the
transfer of a liability. ASU 2009-05 also clarifies that both a quoted price in
an active market for the identical liability at the measurement date and the
quoted price for the identical liability when traded as an asset in an active
market when no adjustments to the quoted price of the asset are required are
Level 1 fair value measurements. Adoption of ASU 2009-05 did not have a material
impact on the Company’s results of operations or financial
condition.
In
September 2009, the FASB issued Update No. 2009-13, “
Multiple-Deliverable Revenue Arrangements—a consensus
of the FASB Emerging Issues Task Force
” (ASU 2009-13). It updates the
existing multiple-element revenue arrangements guidance currently included under
ASC 605-25, which originated primarily from the guidance in EITF Issue
No. 00-21, “
Revenue Arrangements with
Multiple Deliverables
” (EITF 00-21). The revised guidance primarily
provides two significant changes: 1) eliminates the need for objective and
reliable evidence of the fair value for the undelivered element in order for a
delivered item to be treated as a separate unit of accounting, and 2) eliminates
the residual method to allocate the arrangement consideration. In addition, the
guidance also expands the disclosure requirements for revenue recognition. ASU
2009-13 will be effective for the first annual reporting period beginning on or
after June 15, 2010, with early adoption permitted provided that the
revised guidance is retroactively applied to the beginning of the year of
adoption. The Company is currently assessing the future impact of this new
accounting update to its financial statements.
SheerVision,
Inc. and Subsidiary
Notes
to Consolidated Financial Statements
November
30, 2009
(Unaudited)
Reclassifications
Certain
amounts in the fiscal year 2009 financial statements have been reclassified to
conform to the fiscal year 2010 presentation. The results of these
reclassifications did not materially affect financial position, results of
operations or cash flows.
Note 2 Going
Concern
As
reflected in the accompanying financial statements, the Company has a working
capital deficit of $781,982 an accumulated deficit of $5,656,751 and a
stockholders’ deficit of $658,388 at November 30, 2009. The Company
also had a net loss of $6,323 and net cash used in operations was
$19,471, for the three months ended November 30, 2009.
The
Company intends to fund operations through increased sales, which may be
insufficient to fund its capital expenditures, working capital or other cash
requirements for the year ending August 31, 2010. The Company may seek
additional funds to finance its immediate and long-term operations through debt
and/or equity financing. The successful outcome of future financing activities
cannot be determined at this time and there is no assurance that if achieved,
the Company will have sufficient funds to execute its intended business plan or
generate positive operating results.
These
factors, among others, raise doubt about the Company’s ability to continue as a
going concern. The accompanying financial statements do not include any
adjustments related to recoverability and classification of asset carrying
amounts or the amount and classification of liabilities that might result should
the Company be unable to continue as a going concern.
SheerVision,
Inc. and Subsidiary
Notes
to Consolidated Financial Statements
November
30, 2009
(Unaudited)
In
response to these problems, management has taken the following
actions:
|
·
|
the
Company is expanding its revenue base including more direct sales
personnel and increased direct sales to OEM and third
parties;
|
|
·
|
the
Company is aggressively signing up new international distributors through
its International Distributor Program;
and
|
|
·
|
the
Company is seeking third party
financing.
|
Note 3 Fair
Value
The
Company has categorized its assets and liabilities recorded at fair value based
upon the fair value hierarchy specified by GAAP.
The
levels of fair value hierarchy are as follows:
|
·
|
Level
1 inputs utilize unadjusted quoted prices in active markets for identical
assets or liabilities that the Company has the ability to
access;
|
|
·
|
Level
2 inputs utilize other-than-quoted prices that are observable, either
directly or indirectly. Level 2 inputs include quoted prices for similar
assets and liabilities in active markets, and inputs such as interest
rates and yield curves that are observable at commonly quoted intervals;
and
|
|
·
|
Level
3 inputs are unobservable and are typically based on the Company's own
assumptions, including situations where there is little, if any, market
activity.
|
In
certain cases, the inputs used to measure fair value may fall into different
levels of the fair value hierarchy. In such cases, the Company categorizes such
financial asset or liability based on the lowest level input that is significant
to the fair value measurement in its entirety. The
Company's assessment of the significance of a particular input to the fair
value measurement in its entirety requires judgment and considers factors
specific to the asset or liability.
Both
observable and unobservable inputs may be used to determine the fair value of
positions that are classified within the Level 3 category. As a result, the
unrealized gains and losses for assets within the Level 3 category
presented in the tables below may include changes in fair value that were
attributable to both observable and unobservable inputs.
SheerVision,
Inc. and Subsidiary
Notes
to Consolidated Financial Statements
November
30, 2009
(Unaudited)
The
following are the major categories of liabilities measured at fair value on a
nonrecurring basis during the three months November 30, 2009, using quoted
prices in active markets for identical liabilities (Level 1); significant
other observable inputs (Level 2); and significant unobservable inputs
(Level 3):
|
|
Level 1:
Quoted Prices in
Active Markets
for Identical
Assets
|
|
|
Level 2:
Significant Other
Observable Inputs
|
|
|
Level 3:
Significant
Unobservable
Inputs
|
|
|
Total at
November 30,
2009
|
|
Derivative
Liabilities
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
29,108
|
|
|
$
|
29,108
|
|
Total
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
29,108
|
|
|
$
|
29,108
|
|
There
were no instruments requiring a fair value classification at November 30,
2008.
Note 4
Inventory
Inventory
consists of the following at November 30, 2009 and August 31, 2009:
|
|
November 30, 2009
(unaudited)
|
|
|
August 31, 2009
(audited)
|
|
|
|
|
|
|
|
|
|
|
Finished
goods
|
|
$
|
386,316
|
|
|
$
|
339,663
|
|
Note 5 Property and
Equipment
At
November 30, 2009 and August 31, 2009 respectively, property and equipment
consisted of the following:
|
Estimated
Useful
Lives
|
|
November 30, 2009
(unaudited)
|
|
|
August 31. 2009
(audited)
|
|
Manufacturing
equipment
|
7
years
|
|
$
|
183,491
|
|
|
$
|
183,491
|
|
Office
and computer equipment
|
5
years
|
|
|
43,218
|
|
|
|
43,218
|
|
Leasehold
improvement
|
15
years
|
|
|
7,179
|
|
|
|
7,179
|
|
|
|
|
|
233,888
|
|
|
|
233,888
|
|
Less:
accumulated depreciation
|
|
|
|
(110,294
|
)
|
|
|
(98,907
|
)
|
|
|
|
|
|
|
|
|
|
|
Property
and equipment - net
|
|
|
$
|
123,594
|
|
|
$
|
134,981
|
|
Depreciation
expense for the three months ended November 30, 2009 and 2008 was $11,387 and
$9,955, respectively.
SheerVision,
Inc. and Subsidiary
Notes
to Consolidated Financial Statements
November
30, 2009
(Unaudited)
Note 6 Line of Credit
Payable
On March
25, 2008, the Company entered into an agreement with an unrelated shareholder of
the Company providing for a line of credit to the Company of up to $300,000 with
an interest rate of 9%. The agreement provides that principal and interest on
amounts borrowed against the line of credit are due nine months from the date of
the execution of the agreement or earlier upon the occurrence of an event of
default. The line of credit is secured by a first priority security interest in
the Company’s inventory and accounts receivable. Additionally, the agreement
provides the lender with an option to receive a warrant exercisable for up to
600,000 shares of the Company’s common stock (depending on the amount loaned) at
an exercise price of $0.075 per share.
On
December 19, 2008, the Company repaid $84,986 of principal and accrued interest
due under the Company’s line of credit, reducing the principal due under the
line of credit to $75,000.
As of
November 30, 2009, the outstanding balance on the line of credit was $81,399,
which includes accrued interest of $6,399. At this time, the Company is
negotiating a payment plan to retire the line of credit. The line of credit was
extended to October 19, 2009, when the Company defaulted on the original
agreement and requested negotiations on a new payment plan. To date no agreement
has been reached, and the debt remains in default.
Note 7 Commitments and
Contingencies
Litigations,
Claims and Assessments
From time
to time, the Company may become involved in various lawsuits and legal
proceedings, which arise in the ordinary course of business. However, litigation
is subject to inherent uncertainties, and an adverse result in these or other
matters may arise from time to time that may harm its business. At this time,
there are no pending lawsuits or legal proceedings.
SheerVision,
Inc. and Subsidiary
Notes
to Consolidated Financial Statements
November
30, 2009
(Unaudited)
Operating
Lease
The
Company leases office space under a non-cancelable operating lease, expiring in
June 2014.
Future
minimum rental payments are as follows:
Fiscal Year
Ended August 31,
2010
|
|
$
|
58,123
|
|
2011
|
|
|
77,497
|
|
2012
|
|
|
77,497
|
|
2013
|
|
|
77,497
|
|
2014
|
|
|
64,581
|
|
Total
minimum lease payments
|
|
$
|
355,195
|
|
Note 9 Stockholders’
Deficit
(A)
Common Stock Issuances
During
the year ended August 31, 2009, 1875 shares of preferred stock were converted
into 20,833 shares of common stock. The conversion price was determined by
taking the stated value of $10 per share and dividing by a conversion price of
$0.90 per share. The transaction was accounted for at par value with no
resulting gain or loss on conversion
.
(B)
Warrants and Derivative Liabilities
The
following is a summary of the Company’s warrant activity:
|
|
Warrants
|
|
|
Weighted Average Exercise
Price
|
|
Outstanding
– August 31, 2007
|
|
|
1,488,989
|
|
|
$
|
0.53
|
|
Granted
|
|
|
-
|
|
|
|
-
|
|
Exercised
|
|
|
-
|
|
|
|
-
|
|
Forfeited
|
|
|
-
|
|
|
|
-
|
|
Outstanding
– August 31, 2008
|
|
|
1,488,989
|
|
|
$
|
0.53
|
|
Granted
|
|
|
-
|
|
|
|
-
|
|
Exercised
|
|
|
-
|
|
|
|
-
|
|
Forfeited
|
|
|
(511,713
|
)
|
|
$
|
1.00
|
|
|
|
|
|
|
|
|
|
|
Outstanding
– August 31, 2009 and November 30, 2009
|
|
|
977,276
|
|
|
$
|
0.28
|
|
Exercisable
–August 31, 2009 and November 30, 2009
|
|
|
977,276
|
|
|
$
|
0.28
|
|
SheerVision,
Inc. and Subsidiary
Notes
to Consolidated Financial Statements
November
30, 2009
(Unaudited)
Warrants Outstanding
|
|
|
Warrants Exercisable
|
|
Range of
exercise price
|
|
|
Number
Outstanding
|
|
Weighted Average
Remaining Contractual
Life (in years)
|
|
Weighted
Average
Exercise
Price
|
|
|
Number
Exercisable
|
|
|
Weighted Average
Exercise Price
|
|
$
|
0.28
|
|
|
|
977,276
|
|
0.79
years
|
|
$
|
0.28
|
|
|
|
977,276
|
|
|
$
|
0.28
|
|
At
November 30, 2009 and August 31, 2009, the total intrinsic value of warrants
outstanding and exercisable was $0 and $0, respectively.
The
Company issued warrants related to a debt offering in September 2005. The total
number of warrants issued was 977,276 inclusive of the 238,128 warrants paid to
a placement agent as a direct offering cost. The warrants have a five-year term.
The exercise price is $0.28.
The
Company also issued 511,213 warrants related to a debt offering in April 2006.
These warrants expired on April 27, 2009 and May 7, 2009. As shown in the table
above, these warrants have been forfeited and are not exercisable.
In
connection with the adoption of EITF 07-05, “
Determining Whether an Instrument
(or Embedded Feature) Is Indexed to an Entity’s Own Stock
,” (“EITF
07-05”) on January 1, 2009 (ASC 815-40-15), the Company determined that the
embedded conversion feature in the warrants (ratchet down of exercise price
based upon lower exercise price in future offerings) is not indexed to the
Company’s own stock and, therefore, is an embedded derivative financial
liability (the “Embedded Derivative”), which requires bifurcation and to be
separately accounted for pursuant to Statement of Financial Accounting Standards
No. 133, Accounting for Derivative Instruments and Hedging Activities (ASC
815-40-25).
The
Company measured the fair value of the outstanding September 2005 warrants using
a Black-Scholes valuation model based upon the effectiveness of EITF 07-5 (ASC
815-40-15), if effective, would have established a commitment date since these
warrants were not indexed to the Company’s own stock.
SheerVision,
Inc. and Subsidiary
Notes
to Consolidated Financial Statements
November
30, 2009
(Unaudited)
Mark
to Market
At
November 30, 2009, the Company remeasured the outstanding warrants and recorded
a fair value of $29,108. As a result of the remeasurement, the Company recorded
a change in fair value associated with these warrants as a gain totaling $29,459
for the three months ended November 30, 2009. The following management
assumptions were considered:
Exercise
price
|
|
$
|
0.28
|
|
Expected
dividends
|
|
|
0
|
%
|
Expected
volatility
|
|
|
674.68
|
%
|
Risk
fee interest rate
|
|
|
2.01
|
%
|
Expected
life of warrant in years
|
|
0.79
years
|
|
Expected
forfeitures
|
|
|
0
|
%
|
The
following is a summary of the Company’s derivative financial
instruments.
Balance
– August 31, 2009
|
|
$
|
58,567
|
|
Change
in Fair Value of Derivative Liability
|
|
|
(29,459
|
)
|
Balance
– November 30, 2009
|
|
$
|
29,108
|
|
(C)
Stock Options
The
Company maintains the SheerVision Inc. 2007 Stock Option Plan (the “
Plan
”) and the SheerVision
Inc. 2007 Stock Option Plan for Independent and Non-Employee Directors (the
“
Directors Plan
”).
The maximum number of shares reserved under the Plan and Directors Plan is
3,000,000 and 200,000 shares, respectively. Through November 30, 2009, the
Company has granted options for 661,000 shares and has had cancellations of
275,000 option shares under the Plan. As of November 30, 2009 there were no
options outstanding under the Directors Plan.
The
following is a summary of the Company’s stock option activity:
|
|
Options
|
|
|
Weighted Average Exercise Price
|
|
Outstanding
– August 31, 2007
|
|
|
-
|
|
|
$
|
-
|
|
Granted
|
|
|
661,000
|
|
|
|
0.20
|
|
Exercised
|
|
|
-
|
|
|
|
-
|
|
Forfeited
|
|
|
(150,000
|
)
|
|
$
|
0.20
|
|
Outstanding
– August 31, 2008
|
|
|
511,000
|
|
|
$
|
0.20
|
|
Granted
|
|
|
-
|
|
|
|
-
|
|
Exercised
|
|
|
-
|
|
|
|
-
|
|
Forfeited
|
|
|
(125,000
|
)
|
|
$
|
0.20
|
|
Outstanding
– August 31, 2009
|
|
|
386,000
|
|
|
$
|
0.20
|
|
Outstanding-November
30, 2009 (unaudited) and
Exercisable
– November 30, 2009 (unaudited)
|
|
|
386,000
|
|
|
$
|
0.20
|
|
Weighted
average fair value of options
granted
during the period ended
November
30, 2009
|
|
|
-
|
|
|
$
|
-
|
|
Weighted
average fair value of options
exercisable
at November 30, 2009
|
|
$
|
79,000
|
|
|
$
|
0.20
|
|
SheerVision,
Inc. and Subsidiary
Notes
to Consolidated Financial Statements
November
30, 2009
(Unaudited)
Options Outstanding
|
|
Range of
exercise price
|
|
Number
Outstanding
|
|
Weighted Average
Remaining
Contractual Life (in
years)
|
|
Weighted
Average
Exercise
Price
|
|
$0.20-$0.25
|
|
|
386,000
|
|
8.33
years
|
|
$
|
0.20
|
|
Options Exercisable
|
|
Range of
exercise price
|
|
Number
Exercisable
|
|
Weighted Average
Remaining
Contractual Life (in
years)
|
|
Weighted
Average
Exercise
Price
|
|
$0.20-$0.25
|
|
|
386,000
|
|
8.33
years
|
|
$
|
0.20
|
|
At
November 30, 2009 and August 31, 2009, the total intrinsic value of options
outstanding and exercisable was $0 and $0, respectively.
At
November 30, 2009 and August 31, 2009, all of the Company’s outstanding stock
options are fully vested.
Since
August 31, 2009 no new shares have been issued, therefore, all shares that are
currently exercisable are vested pursuant to the schedule above. Total
unrecognized share-based compensation expense from non-vested stock options at
November 30, 2009 was $0.
SheerVision,
Inc. and Subsidiary
Notes
to Consolidated Financial Statements
November
30, 2009
(Unaudited)
(D)
Convertible Preferred Stock
The
Company’s outstanding Series A, cumulative convertible preferred stock has the
following provisions, rights and preferences:
|
a.
|
Dividends,
at 9% per year, are payable on June 30 and December 31 each year. If there
are not sufficient funds to pay these dividends, the Company will continue
to accrue until such funds are
available.
|
|
b.
|
Since
inception, the Company has not had sufficient funds to pay the accrued
dividends on the convertible preferred shares that were converted into
common shares. The accrued dividends remain as a current
liability.
|
|
c.
|
During
the quarter ended November 30, 2009, and the fiscal year ended August 31,
2009, the Company accrued dividends on its preferred stock of $59,510 and
$239,668, respectively.
|
(2)
|
Voting
- voted with the common stock on an as converted basis based upon the
number of shares of common stock into which the convertible preferred
stock is convertible at the record date for any stockholder
action.
|
(3)
|
Stated
value is $10 per share.
|
(4)
|
Liquidation
rights - c
onvertible
preferred stock holders are senior to any other classes of stock in
liquidation. These will be paid equivalent to $10 per
share.
|
Note 10 Concentration of
Credit Risk
The
Company had the following concentrations:
Customer
|
|
November 30, 2009
|
|
|
August 31, 2009
|
|
A
|
|
|
41%
|
|
|
|
59%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SheerVision,
Inc. and Subsidiary
Notes
to Consolidated Financial Statements
November
30, 2009
(Unaudited)
Customer
|
|
November 30, 2009
|
|
|
November 30, 2008
|
|
A
|
|
|
34%
|
|
|
|
50%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vendor
|
|
November 30, 2009
|
|
|
November 30, 2008
|
|
A
|
|
|
14%
|
|
|
|
21%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 12 Subsequent
Events
The
Company has evaluated for subsequent events between the balance sheet date of
November 30, 2009 and January 19, 2010, the date the financial statements were
issued and has concluded that no recognized subsequent events have
occured.
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
This
Quarterly Report on Form 10-Q and the documents incorporated herein contain
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause our actual
results, performance or achievements, or industry results, to be materially
different from any future results, performance or achievements expressed or
implied by such forward-looking statements. When used in this quarterly report,
statements that are not statements of current or historical fact may be deemed
to be forward-looking statements. Without limiting the foregoing, the words
"plan", "intend", "may", "will", "expect", "believe", "could", "anticipate",
"estimate", or "continue" or similar expressions or other variations or
comparable terminology are intended to identify such forward-looking statements.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. Except as required by law,
we undertake no obligation to update any forward-looking statements, whether as
a result of new information, future events or otherwise. The following
information should be read in conjunction with the financial statements and
notes thereto appearing elsewhere in this form 10-Q.
Unless
the context indicates otherwise, any reference to "SheerVision", the "Company",
"we", "us", "our" or the "Registrant" refers to SheerVision, Inc., a Delaware
corporation, and its subsidiaries as of November 30, 2009.
Overview
SheerVision
designs and sells proprietary surgical loupes and light systems for the dental,
medical, and veterinary markets. Since our inception in 1999, we have rapidly
established a significant base of operations through our strategic marketing
programs, aggressive web presence, dedicated sales force, expansion into global
markets, and commitment to new product development. Worldwide sales are achieved
by sales into direct and indirect sales channels, and by strategic alliances
with dental and medical partners. Exclusive partnerships with Asian component
manufacturers and domestic assembly and testing facilities, allow us to provide
superior quality loupes and light systems at competitive prices.
In 2006,
we launched an aggressive marketing campaign with the objective of expanding
direct sales and promoting name brand recognition in the dental market. This
campaign established SheerVision as one of the premier magnification and
illumination providers in the country. In 2007, with our new position in the
marketplace, we identified third-party and OEM relationships as a necessary
component of an overall strategy to continued realization of our aggressive
sales and profitability goals. This revised strategy resulted in our
introduction of a number of new product designs to a wider audience in a rapid,
cost effective manner.
We have
had a successful history producing products for major industry leaders long
before we became a public entity in 2006. This included a major long-term
strategic alliance with one of the world’s leading optical companies. Since then
we also formed a major strategic alliance with a large Japanese dental company
and we domestically launched a private label business with a large dental
products distributor. With momentum from sales generated from these major
strategic alliances, we are refocusing our attention in two areas: 1) indirect
domestic and international sales; and, 2) domestic direct sales to dentists and
surgeons. Beginning in the first quarter ended November 30, 2009 we have
determined that there is significant opportunity to improve brand awareness and
sales by strategically placing direct sales people to sell directly to dentists
and surgeons in the U.S. This is the first time that we have attempted, on a
large scale, to sell directly to these customers. Our previous direct sales
efforts were primarily targeted towards the dental hygienist
market.
In fiscal
2009, we hired a full-time International Sales Manager to build new distributor
relationships using our previously launched International Distributor Program,
and have increased our reach by expanding our international distribution network
in several countries. We believe our attraction is our breadth of innovative
products which can be resold at strong margins, while maintaining a highly
competitive end-user price point.
In 2009,
we intend to continue to commit resources to direct sales and marketing in a
targeted, more complimentary manner. In addition to the previously mentioned
expansion of our outside direct sales force, this includes participation in
trade shows emphasizing the dental, veterinary, and medical markets, and growing
our e-commerce powered web store, which has provided us with a cost-effective
platform to sell products directly to the end user. In addition, we believe
there may be selected opportunities to pursue additions to our current product
lines by purchasing businesses with products that can now be distributed through
our maturing distribution channels effectively.
We also
continue to develop new products that not only enhance the SheerVision product
portfolio, but also add greater value for our third party clients. In fiscal
year 2008, we introduced our upgraded FireFly Infinity Ultra™ LED head light
system, featuring our new Lithium Polymer battery pack. The development and
launch of our Signature Flip-Up Prism (high magnification) Loupe product line
expanded our penetration into horizontal and vertical market segments where we
have historically had only limited success. Additionally, in August 2008, we
introduced a new sports frame, to appeal to the younger, more fashionable
demographic of the dental market. In 2009, we are continuing the investment in
lighting products with the introduction of a new generation of headlights for
the surgical, dental and veterinary markets that have higher light intensity,
lower weight, and lighter, smaller battery cables. We wish to boost the
awareness of our brand name and our reputation in the lighting markets by
building upon the technical achievements and performance of our current designs
that have the highest beam intensity and quality in the industry.
With the
sophisticated design and engineering teams currently available to us, we have
the ability to not only modify and incorporate SheerVision products into other
company’s offerings, but to also extend our design, engineering, and
manufacturing capabilities to other company’s product
development. Toward that end, we are constantly evaluating new, small
medical devices.
Throughout
our recent history we have earned a reputation for innovation, leadership and
value in optical and lighting technology, supporting dentists, dental
hygienists, and doctors throughout the world. Our Ultra-Light Loupes have
received the “Best of the Best” award by Dental Lab Products’ Buyers Guide -
2006 Edition and named a Dentistry Today top 100 product for 2006.
SheerVision
loupes and our Ultralight light system have also received an endorsement by a
highly acclaimed and prestigious leading independent non-profit dental education
and product testing foundation. Our Ultralight LED was recently named by this
foundation as having the highest light intensity.
Critical
Accounting Policies
Our
financial statements are prepared in accordance with accounting principles
generally accepted in the United States. The preparation of our financial
statements requires management to make estimates and judgments that affect the
reported amounts of assets, liabilities, revenues, expenses and related
disclosures. We base our estimates on historical experience and various other
assumptions that are believed to be reasonable under the circumstances, the
results of which form the basis for making judgments about the carrying values
of assets and liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates. Below is a brief description of
our critical accounting policies:
Accounts
Receivable
Accounts
receivable are reported net of any write-off for uncollectible accounts.
Accounts are written off when significantly past due after exhaustive efforts at
collection.
Revenue
Recognition
Our
surgical loupes and lighting products need no installation and are ready for use
upon receipt by the customer. Products sold are delivered by shipments made
through common carrier and revenue is recognized upon shipment to the customer.
Discounts and sales incentives are recognized as a reduction of revenue at the
time of sale. We offer an unconditional satisfaction guarantee for a 30-day
period and permit product returns within 30 days of purchase, at which time
returns are accepted and refunds are made. Shipping charges and special orders
are nonrefundable. Allowances for returns are provided for based upon an
analysis of our historical patterns of product returns. To date, there have been
no significant product returns and such returns have been within our
estimates.
Inventory
Inventory
is stated at the lower of cost (first-in, first-out method) or market and
consists of finished goods. Materials associated with the manufacturing of our
product lines are readily available within the US and international markets with
relatively short ordering cycles and therefore inventory on hand normally
represents a two to three month selling cycle. Inventory valuations depend on
quantities on hand, sales history and expected near term sales prospects. On a
regular basis, we evaluate inventory balances for excess quantities and
obsolescence by analyzing estimated demand, inventory on hand, sales levels and
other information. Based on these evaluations, inventory balances are reduced,
if necessary.
Income
Taxes
We
account for income taxes using the liability method. Deferred income taxes
reflect temporary differences in reporting assets and liabilities for income tax
and financial accounting purposes. Valuation allowances are established when
necessary to reduce deferred tax assets to the amount expected to be
realized.
Recent
Accounting Pronouncements
Effective
January 1, 2009, we adopted an accounting standard update regarding the
determination of the useful life of intangible assets. As codified in ASC
350-30-35, this update amends the factors considered in developing renewal or
extension assumptions used to determine the useful life of a recognized
intangible asset under intangibles accounting. It also requires a consistent
approach between the useful life of a recognized intangible asset under prior
business combination accounting and the period of expected cash flows used to
measure the fair value of an asset under the new business combinations
accounting (as currently codified under ASC 850). The update also requires
enhanced disclosures when an intangible asset’s expected future cash flows are
affected by an entity’s intent and/or ability to renew or extend the
arrangement. The adoption did not have a material impact on our financial
statements.
In
February 2008, the FASB issued an accounting standard update that delayed
the effective date of fair value measurements accounting for all non-financial
assets and non-financial liabilities, except for items that are recognized or
disclosed at fair value in the financial statements on a recurring basis (at
least annually), until the beginning of the first quarter of fiscal 2009. These
include goodwill and other non-amortizable intangible assets. We adopted this
accounting standard update effective January 1, 2009. The adoption of this
update to non-financial assets and liabilities, as codified in ASC 820-10, did
not have a material impact on our financial statements.
Effective
January 1, 2009, we adopted a new accounting standard update regarding
business combinations. As codified under ASC 805, this update requires an entity
to recognize the assets acquired, liabilities assumed, contractual
contingencies, and contingent consideration at their fair value on the
acquisition date. It further requires that acquisition-related costs be
recognized separately from the acquisition and expensed as incurred; that
restructuring costs generally be expensed in periods subsequent to the
acquisition date; and that changes in accounting for deferred tax asset
valuation allowances and acquired income tax uncertainties after the measurement
period be recognized as a component of provision for taxes. The adoption did not
have a material impact on our financial statements.
Effective
June 30, 2009, we adopted three accounting standard updates which were
intended to provide additional application guidance and enhanced disclosures
regarding fair value measurements and impairments of securities. They also
provide additional guidelines for estimating fair value in accordance with fair
value accounting. The first update, as codified in ASC 820-10-65, provides
additional guidelines for estimating fair value in accordance with fair value
accounting. The second accounting update, as codified in ASC 320-10-65, changes
accounting requirements for other-than-temporary-impairment (OTTI) for debt
securities by replacing the current requirement that a holder have the positive
intent and ability to hold an impaired security to recovery in order to conclude
an impairment was temporary with a requirement that an entity conclude it does
not intend to sell an impaired security and it will not be required to sell the
security before the recovery of its amortized cost basis. The third accounting
update, as codified in ASC 825-10-65, increases the frequency of fair value
disclosures. These updates were effective for fiscal years and interim periods
ended after June 15, 2009. The adoption of these accounting updates did not
have a material impact on our financial statements.
Effective
June 30, 2009, we adopted a new accounting standard for subsequent events,
as codified in ASC 855-10. The update modifies the names of the two types of
subsequent events either as recognized subsequent events (previously referred to
in practice as Type I subsequent events) or non-recognized subsequent events
(previously referred to in practice as Type II subsequent events). In addition,
the standard modifies the definition of subsequent events to refer to events or
transactions that occur after the balance sheet date, but before the financial
statements are issued (for public entities) or available to be issued (for
nonpublic entities). It also requires the disclosure of the date through which
subsequent events have been evaluated. The update did not result in significant
changes in the practice of subsequent event disclosures, and therefore the
adoption did not have a material impact on our financial
statements.
Effective
July 1, 2009, we adopted the Financial Accounting Standards Board (“FASB”)
Accounting Standards Codification (“ASC”) 105-10,
Generally Accepted Accounting
Principles – Overall
(“ASC 105-10”). ASC 105-10 establishes the
FASB Accounting Standards
Codification
(the “Codification”) as the source of authoritative
accounting principles recognized by the FASB to be applied by nongovernmental
entities in the preparation of financial statements in conformity with U.S.
GAAP. Rules and interpretive releases of the SEC under authority of federal
securities laws are also sources of authoritative U.S. GAAP for SEC registrants.
All guidance contained in the Codification carries an equal level of authority.
The Codification superseded all existing non-SEC accounting and reporting
standards. All other non-grandfathered, non-SEC accounting literature not
included in the Codification is non-authoritative. The FASB will not issue new
standards in the form of Statements, FASB Staff Positions or Emerging Issues
Task Force Abstracts. Instead, it will issue Accounting Standards Updates
(“ASUs”). The FASB will not consider ASUs as authoritative in their own right.
ASUs will serve only to update the Codification, provide background information
about the guidance and provide the bases for conclusions on the change(s) in the
Codification. References made to FASB guidance throughout this document have
been updated for the Codification.
Effective
July 1, 2009, the Company adopted FASB ASU No. 2009-05,
Fair Value Measurements and
Disclosures (Topic 820)
(“ASU 2009-05”). ASU 2009-05 provided amendments
to ASC 820-10,
Fair Value
Measurements and Disclosures – Overall,
for the fair value measurement of
liabilities. ASU 2009-05 provides clarification that in circumstances in which a
quoted price in an active market for the identical liability is not available, a
reporting entity is required to measure fair value using certain techniques. ASU
2009-05 also clarifies that when estimating the fair value of a liability, a
reporting entity is not required to include a separate input or adjustment to
other inputs relating to the existence of a restriction that prevents the
transfer of a liability. ASU 2009-05 also clarifies that both a quoted price in
an active market for the identical liability at the measurement date and the
quoted price for the identical liability when traded as an asset in an active
market when no adjustments to the quoted price of the asset are required are
Level 1 fair value measurements. Adoption of ASU 2009-05 did not have a material
impact on our results of operations or financial condition.
In
September 2009, the FASB issued Update No. 2009-13, “
Multiple-Deliverable Revenue
Arrangements—a consensus of the FASB Emerging Issues Task Force
” (ASU
2009-13). It updates the existing multiple-element revenue arrangements guidance
currently included under ASC 605-25, which originated primarily from the
guidance in EITF Issue No. 00-21, “
Revenue Arrangements with Multiple
Deliverables
” (EITF 00-21). The revised guidance primarily provides two
significant changes: 1) eliminates the need for objective and reliable evidence
of the fair value for the undelivered element in order for a delivered item to
be treated as a separate unit of accounting, and 2) eliminates the residual
method to allocate the arrangement consideration. In addition, the guidance also
expands the disclosure requirements for revenue recognition. ASU 2009-13 will be
effective for the first annual reporting period beginning on or after
June 15, 2010, with early adoption permitted provided that the revised
guidance is retroactively applied to the beginning of the year of adoption. We
are currently assessing the future impact of this new accounting update to its
financial statements.
Results
of Operations
The
following table sets forth, for the periods indicated, financial information
related to operations, as well as expressed as a percentage of our net
sales:
|
|
THREE MONTHS ENDED November 30, 2009 and 2008
|
|
|
|
(in thousands)
|
|
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Sales
|
|
$
|
561
|
|
|
|
100.0
|
%
|
|
$
|
1,172
|
|
|
|
100.0
|
%
|
Cost
of Goods Sold
|
|
|
120
|
|
|
|
21.4
|
%
|
|
|
466
|
|
|
|
39.8
|
%
|
Gross
Profit
|
|
|
441
|
|
|
|
78.6
|
%
|
|
|
706
|
|
|
|
60.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling
Expenses
|
|
|
209
|
|
|
|
37.2
|
%
|
|
|
295
|
|
|
|
25.2
|
%
|
General
& Administrative Exp
|
|
|
266
|
|
|
|
47.3
|
%
|
|
|
341
|
|
|
|
29.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Operating Expenses
|
|
|
475
|
|
|
|
84.1
|
%
|
|
|
636
|
|
|
|
54.3
|
%
|
Income
(Loss) from Operations
|
|
|
(33
|
)
|
|
|
(5.9
|
)%
|
|
|
70
|
|
|
|
6
|
%
|
Other
Income (Expense) - Net
|
|
|
(28
|
)
|
|
|
(5
|
)%
|
|
|
(3
|
)
|
|
|
(0.2
|
)%
|
Provision
(Benefit) for Income Tax
|
|
|
1
|
|
|
|
0.2
|
%
|
|
|
1
|
|
|
|
0.1
|
%
|
Net
Income (Loss)
|
|
$
|
(6
|
)
|
|
|
(1.1
|
)%
|
|
$
|
66
|
|
|
|
5.6
|
%
|
First quarter of fiscal year 2010
revenues overall were lower than expected principally due a decrease in purchase
orders from our now largest distributor. During the first quarter of
2008, our largest distributor, who was then a new strategic partner,
made non-recurring initial inventory purchases of approximately $552,000
to build up its inventory for initial purchases and for use by its
salespeople. During the first quarter of fiscal 2009, this distributor made
purchases of approximately $182,000. Net revenues from this distributor were
also down as a result of the impact of the general economic downturn which
caused this distributor to reduce its inventory levels for items that were not
selling as well as originally projected and to discount products to drive
sales in a more price-conscious market.
While
cost containment efforts offset to some extent the impact of the reduction in
net sales, we reported a net loss of $6,323 for the first quarter. The net loss
reported was mitigated somewhat by a favorable inventory adjustment that reduced
cost of goods sold in the first quarter of fiscal 2010 where we reinstated a
large number of items to inventory that had been previously written off because
they were items in need of repair or rework. During the 2009 audit, after
reviewing the items, it was determined that these goods could be sold if
repaired or reworked.
We plan
to continue reducing operating costs and streamlining our sales and marketing
efforts. Management expects to record improved bottom line performance during
the current fiscal year.
Three
Months Ended November 30, 2009 Compared to the Three Months Ended November 30,
2008
Net
Sales
Net Sales decreased by $611,190 or 52%,
from $1,172,362 for the three months ended November 30, 2008 to $561,172 for the
three months ended November 30, 2009. During the first quarter of 2008, our
largest distributor, who was then a new strategic partner,
made non-recurring initial inventory purchases of approximately $552,000
to build up its inventory for initial purchases and for use by its
salespeople. During the first quarter of fiscal 2009, this distributor made
purchases of approximately $182,000. Net revenues from this distributor were
also down as a result of the impact of the general economic downturn which
caused this distributor to reduce its inventory levels for items that were not
selling as well as originally projected and to discount products to drive
sales in a more price-conscious market. Reduced net sales were also more
generally attributable to the general economic downturn, the effect of which we
felt more fully during the first quarter of fiscal 2010.
Gross
Profit
Gross profit decreased by $264,653 or
37.5%, from $705,886 for the three months ended November 30, 2008 to $441,233
for the three months ended November 30, 2009. The decrease in gross profits was
attributable mainly to a reduction in overall purchase orders from our largest
distributor. Gross margin was 78.6% of net sales for the three-month period
ended November 30, 2009 compared to 60.2% of net sales for the three-month
period ended November, 2008. The increase in gross profit percentage is directly
attributable to a reduction in cost of goods sold as a result of a one-time
inventory adjustment that reinstated previously written off items to inventory
because it was determined during our 2009 audit that these items had value and
could be sold if repaired or reworked.
Operating
Expenses
Operating
expenses, which include selling and marketing expenses and general and
administrative expenses decreased by $161,771, or 25.4%, to $474,533 for the
three months ended November 30, 2009 as compared to $636,304 for the three
months ended November 30, 2008.
Selling
and marketing expenses were $208,904 for the three months ended November 30,
2009, a decrease of $88,519 or 29.8%, compared with $297,143 for the three
months ended November 30, 2008. This decrease is mainly related to our enhanced
channel sales efforts where we decreased our direct sales, marketing,
advertising and direct mail campaigns. We also realized decreased travel costs
related to our redirected and refocused sales efforts.
General
and administrative expenses were $265,629 for the three months ended November
30, 2009, a decrease of $73,252 or 21.6% compared to $338,881 for the quarter
ended November 30, 2008. This decrease is primarily attributable to a decline in
legal costs associated with a legal settlement that occurred in fiscal year
2008, a decrease in salary payments as a result of the departure of our former
President and Secretary and a reduction in external accounting
costs.
Income
(Loss) from Operations
Loss from
operations for the quarter ended November 30, 2009 increased by $102,882 or
147.9% to $33,300 as compared to income from operations of $69,582 for the
quarter ended November 30, 2008. This loss was primarily attributable to the
reduction in sales to our largest distributor as described above.
Other
Income (Expense) - Net
Other
income for the quarter ended November 30, 2009 increased by $30,752 or 1033.7%
to other income of $27,777 from other expense of $2,975 for the quarter ended
November 30, 2008. This increase was primarily due to the recording of a gain of
$29,460 resulting from a mark to market adjustment for our derivative financial
instruments.
Net
Income (Loss)
The net
loss for the three months ended November 30, 2009 was $6,323 compared with a net
profit of $65,807 for the quarter ended November 30, 2008. The loss per share
was $0.01 for the three months ended November 30, 2009.
Liquidity
and Capital Resources
We assess
our liquidity by our ability to generate cash to fund operations. Significant
factors in the management of liquidity are: funds generated by operations;
levels of accounts receivable; inventories, accounts payable and capital
expenditures; adequate lines of credit; and financial flexibility to attract
long-term capital on satisfactory terms. As of November 30, 2009, we had cash on
hand of $786.
To date,
we have financed operations principally through lines of credit and equity
capital. Our ability to generate positive operational cash flow is dependent
upon increasing revenues through the sales of existing product lines. Our
historical uses of cash have primarily been for operations, capital
expenditures, and payments of principal and interest on outstanding debt
obligations.
The
accompanying consolidated financial statements have been prepared assuming we
will continue as a going concern, which contemplates, among other things, the
realization of assets and satisfaction of liabilities in the ordinary course of
business. As of November 30, 2009, we had an accumulated deficit of $5,656,751,
negative working capital of $781,982 and recurring losses from
operations. These factors, among others, raise doubt about our
ability to continue as a going concern. In response to these problems, we are
expanding our revenue base by increasing direct sales to dentists and surgeons
and continuing to search for OEM and third party relationships. Additionally,
our new international sales manager is aggressively signing up new international
distributors through our International Distributor Program.
Net cash
used in operating activities was $19,471 for the quarter ended November 30, 2009
as compared to net cash provided by operating activities of $178,192 for the
quarter ended November 30, 2008. The decline in operating cash flows was a
direct result of the reduction in net sales from our largest distributor for the
reasons described above.
Net cash
used in investing activities during the quarter ended November 30, 2009 and
November 30, 2008 was $0 and $0, respectively.
Net cash
used in financing activities during the quarter ended November 30, 2009 and
November 30, 2008 was $2,606 and $0, respectively. As of November 30, 2009, the
outstanding balance due under our line of credit was $81,399, which includes
accrued interest of $6,399. We also owe as of November 30, 2009 accrued
dividends on Series A Preferred Stock in the amount of $863,039 which is not
anticipated to be paid within the next 12 months.
Contractual
Obligations
We lease
space under a non-cancellable lease expiring June 15, 2014. The lease obligation
based on minimum monthly rents is expected to be as follows:
Future
minimum rental payments are as follows:
As of
August 31:
2010
|
|
$
|
58,123
|
|
2011
|
|
|
77,497
|
|
2012
|
|
|
77,497
|
|
2013
|
|
|
77,497
|
|
2014
|
|
|
64,581
|
|
Total
minimum lease payments
|
|
$
|
355,195
|
|
Rent
expense for the three months ended November 30, 2009 and November 30, 2008 was
$19,374, and $13,449, respectively.
Off
Balance Sheet Arrangements
We have
no off-balance sheet arrangements.
ITEM
3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are
exposed to certain financial market risks, including changes in interest rates.
All of our revenue, expenses and capital spending are transacted in U.S.
dollars. Our exposure to market risk for changes in interest rates relates
primarily to our cash and cash equivalent balances. The majority of our
investments are in short-term instruments and subject to fluctuations in US
interest rates. Due to the nature of our short-term investments, we believe that
there is no material risk exposure.
ITEM
4T CONTROLS AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures
Our
management, with the participation of our Chief Executive Officer and Chief
Financial Officer, have evaluated the effectiveness of our disclosure controls
and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under
the Exchange Act) as of the end of the period covered by this report. Based on
that evaluation, our Chief Executive Officer and Chief Financial Officer have
concluded that, as of the end of such period, our disclosure controls and
procedures are effective to ensure that information required to be disclosed by
us in the reports that we file or submit under the Exchange Act is (i) recorded,
processed, summarized and reported, within the time periods specified in the
SEC's rules and forms; and (ii) accumulated and communicated to management,
including our Chief Executive Officer and Chief Financial Officer, as
appropriate to allow timely decisions regarding required
disclosure.
Changes
in Internal Control Over Financial Reporting
There
were no changes in our internal controls over financial reporting which occurred
during the most recent fiscal quarter covered by this report that has materially
affected, or is reasonably likely to materially affect, our internal controls
over financial reporting.
PART
II. OTHER INFORMATION
ITEM
1.
|
LEGAL PROCEEDINGS
|
None.
ITEM
2.
|
UNREGISTERED
SALE OF EQUITY SECURITIES AND USE OF
PROCEEDS
|
None.
ITEM
3.
|
DEFAULTS UPON SENIOR
SECURITIES
|
None.
ITEM
4.
|
SUBMISSION
OF MATTERS TO A VOTE OF SECURITIES
HOLDERS
|
ITEM
5.
|
OTHER INFORMATION
|
None.
Exhibit
31.1
|
Certification
of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
|
|
|
Exhibit
31.2
|
Certification
of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
|
|
|
Exhibit
32.1
|
Certification
of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
|
|
Exhibit
32.1
|
Certification
of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
SIGNATURE
In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
|
|
SHEERVISION,
INC.
Registrant
|
|
|
|
Dated:
January 19, 2010
|
|
|
|
|
/s/
Suzanne Lewsadder
|
|
|
Suzanne
Lewsadder,
|
|
|
Chief
Executive Officer
|
|
|
|
Date:
January 19, 2010
|
|
/s/
Patrick Adams
|
|
|
Patrick
Adams, Chief Financial
Officer
|
SheerVision (CE) (USOTC:SVSO)
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