x
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QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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¨
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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INVIVO THERAPEUTICS HOLDINGS
CORP.
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(Exact
name of registrant as specified in its charter)
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Nevada
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36-4528166
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(State
or other jurisdiction of incorporation
or
organization)
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(I.R.S.
Employer Identification No.)
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100 Europa Drive, Suite 455, Chapel Hill, North
Carolina 27517
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(Address
of principal executive offices)
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(919) 933-2720
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(Registrant’s
telephone number, including area code)
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Design Source, Inc.
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(Former
name if changed since last
report)
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Large
accelerated filer
¨
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Accelerated
filer
¨
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Non-accelerated
filer
¨
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Smaller
reporting company
x
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(Do
not check if a smaller
reporting
company)
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PAGE
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PART
I - FINANCIAL INFORMATION
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Item
1.
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Financial
Statements
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3
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Item
2.
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Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
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14
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Item
3.
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Quantitative
and Qualitative Disclosures About Market Risk
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16
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Item
4.
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Controls
and Procedures
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16
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PART
II - OTHER INFORMATION
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Item
1.
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Legal
Proceedings
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16
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Item
1A.
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Risk
Factors
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16
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Item
2.
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Unregistered
Sales of Equity Securities and Use of Proceeds
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16
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Item
3.
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Defaults
Upon Senior Securities
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16
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Item
4.
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(Removed
and Reserved)
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17
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Item
5.
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Other
Information
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17
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Item
6.
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Exhibits
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17
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SIGNATURES
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19
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PAGE
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Balance
Sheets as of September 30, 2010 (Unaudited) and
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March
31, 2010 (Audited)
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4
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Statements
of Operations for the three and six months ended
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September
30, 2010 and 2009 (Unaudited) and for the period from
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April
2, 2003 (Inception) through September 30, 2010 (Unaudited)
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5
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Statements
of Cash Flows for the six months ended September 30, 2010
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and
2009 (Unaudited) and for the period from April 2, 2003
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(Inception)
through September 30, 2010 (Unaudited)
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6
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Notes
to Financial Statements (Unaudited)
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7
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September 30,
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March 31,
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|||||||
2010
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2010
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(Unaudited)
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(Audited)
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|||||||
ASSETS
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||||||||
CURRENT
ASSETS
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Cash
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$ | 18,237 | $ | - | ||||
TOTAL
ASSETS
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$ | 18,237 | $ | - | ||||
LIABILITIES
AND STOCKHOLDERS' DEFICIT
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||||||||
CURRENT
LIABILITIES
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Accounts
payable
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$ | 16,310 | $ | 23,195 | ||||
Convertible
debt (including accrued interest)
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89,221 | - | ||||||
TOTAL
CURRENT LIABILITIES
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105,531 | 23,195 | ||||||
Convertible
debt (including accrued interest)
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77,938 | 85,912 | ||||||
TOTAL
LIABILITIES
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183,469 | 109,107 | ||||||
STOCKHOLDERS'
DEFICIT
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||||||||
Common
stock, $0.00001 par value, 100,000,000 shares authorized, 11,218,457
shares issued and outstanding
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113 | 113 | ||||||
Additional
paid-in capital
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585,810 | 585,810 | ||||||
Accumulated
deficit during development stage
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(751,155 | ) | (695,030 | ) | ||||
TOTAL
STOCKHOLDERS' DEFICIT
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(165,232 | ) | (109,107 | ) | ||||
TOTAL
LIABILITIES AND STOCKHOLDERS' DEFICIT
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$ | 18,237 | $ | - |
From Inception
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(April 2, 2003)
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Three Months Ended
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Six Months Ended
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through
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September 30,
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September 30,
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September 30,
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September 30,
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September 30,
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||||||||||||||||
2010
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2009
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2010
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2009
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2010
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||||||||||||||||
(Unaudited)
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(Unaudited)
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(Unaudited)
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(Unaudited)
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(Unaudited)
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||||||||||||||||
REVENUES
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$ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
EXPENSES
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General
and administrative
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- | - | - | 426 | 64,739 | |||||||||||||||
Professional
fees
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23,668 | 8,662 | 49,830 | 42,756 | 316,994 | |||||||||||||||
Taxes
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- | - | - | - | 1,036 | |||||||||||||||
Management
fees
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- | - | - | - | 29,155 | |||||||||||||||
Stock
based compensation
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- | - | - | - | 327,500 | |||||||||||||||
Total
Expenses
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23,668 | 8,662 | 49,830 | 43,182 | 739,424 | |||||||||||||||
LOSS
FROM OPERATIONS
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(23,668 | ) | (8,662 | ) | (49,830 | ) | (43,182 | ) | (739,424 | ) | ||||||||||
OTHER
INCOME (EXPENSE)
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Interest
income
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7 | - | 12 | 2 | 2,140 | |||||||||||||||
Interest
expense
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(3,554 | ) | (1,663 | ) | (6,247 | ) | (2,621 | ) | (13,811 | ) | ||||||||||
Total
Other Income (Expense)
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(3,547 | ) | (1,663 | ) | (6,235 | ) | (2,619 | ) | (11,671 | ) | ||||||||||
LOSS
BEFORE TAXES
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(27,215 | ) | (10,325 | ) | (56,065 | ) | (45,801 | ) | (751,095 | ) | ||||||||||
INCOME
TAX EXPENSE
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(60 | ) | - | (60 | ) | - | (60 | ) | ||||||||||||
NET
LOSS
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$ | (27,275 | ) | $ | (10,325 | ) | $ | (56,125 | ) | $ | (45,801 | ) | $ | (751,155 | ) | |||||
NET
LOSS PER SHARE, BASIC AND DILUTED
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$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.01 | ) | $ | (0.00 | ) | ||||||||
WEIGHTED
AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND
DILUTED
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11,218,457 | 11,218,457 | 11,218,457 | 11,218,457 |
From Inception
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(April 2, 2003)
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Six Months Ended
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through
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September 30,
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September 30,
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September 30,
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2010
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2009
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2010
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(Unaudited)
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(Unaudited)
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(Unaudited)
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CASH
FLOWS FROM OPERATING ACTIVITIES:
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Net
loss
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$ | (56,125 | ) | $ | (45,801 | ) | $ | (751,155 | ) | |||
Adjustments
to reconcile net loss to net cash used in operating
activities:
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Increase
(decrease) in:
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Accounts
payable
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(6,885 | ) | (36,832 | ) | 16,310 | |||||||
Accrued
interest
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6,247 | 2,621 | 12,159 | |||||||||
Stock
issued for compensation
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- | - | 327,500 | |||||||||
Stock
issued for reimbursement of expenses
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- | - | 25,923 | |||||||||
Net
cash used in operating activities
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(56,763 | ) | (80,012 | ) | (369,263 | ) | ||||||
CASH
FLOWS FROM FINANCING ACTIVITIES:
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Proceeds
from stockholder loans
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- | - | 21,560 | |||||||||
Repayment
of stockholder loans
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- | - | (21,560 | ) | ||||||||
Proceeds
from convertible note
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75,000 | 80,000 | 155,000 | |||||||||
Proceeds
from issuance of common stock
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- | - | 232,500 | |||||||||
Net
cash provided by financing activities
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75,000 | 80,000 | 387,500 | |||||||||
NET
INCREASE (DECREASE) IN CASH
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18,237 | (12 | ) | 18,237 | ||||||||
CASH,
BEGINNING OF PERIOD
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- | 12 | - | |||||||||
CASH,
END OF PERIOD
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$ | 18,237 | $ | - | $ | 18,237 | ||||||
SUPPLEMENTAL
CASH FLOW INFORMATION:
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Interest
paid
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$ | - | $ | - | $ | 1,653 | ||||||
Income
taxes paid
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$ | 60 | $ | - | $ | 60 |
September 30,
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March 31,
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2010
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2010
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Deferred
tax asset-net operating losses
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$ | 305,000 | $ | 282,000 | ||||
Deferred
tax asset valuation allowance
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(305,000 | ) | (282,000 | ) | ||||
Net
deferred tax asset
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$ | - | $ | - |
September 30,
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March 31,
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2010
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2010
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Expected
Federal tax (benefit)
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$ | (20,000 | ) | $ | (22,000 | ) | ||
State
tax (benefit), net of Federal effect
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(3,000 | ) | (3,000 | ) | ||||
Permanent
differences
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- | - | ||||||
Valuation
allowance
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23,000 | 25,000 | ||||||
Effective
tax rate
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$ | - | $ | - |
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•
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should
not in all instances be treated as categorical statements of fact, but
rather as a way of allocating the risk to one of the parties if those
statements prove to be inaccurate;
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•
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have
been qualified by disclosures that were made to the other party in
connection with the negotiation of the applicable agreement, which
disclosures are not necessarily reflected in the
agreement;
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•
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may
apply standards of materiality in a way that is different from what may be
viewed as material to you or other investors;
and
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•
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were
made only as of the date of the applicable agreement or such other date or
dates as may be specified in the agreement and are subject to more recent
developments.
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Exhibit No.
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Description
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31.1
/ 31.2
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Rule
13(a)-14(a)/15(d)-14(a) Certification of Principal Executive and Financial
Officer
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32.1
/ 32.2
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Rule
1350 Certification of Chief Executive and Financial
Officer
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99.1
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Schedule
14F-1 Information Statement(1)
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Date: October
18, 2010
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InVivo
Therapeutics Holdings Corp.
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f/k/a
Design Source, Inc.
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By:
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/s/ Peter Reichard
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Peter
Reichard, President, Principal Executive Officer,
Treasurer,
Principal Financial Officer, and Principal
Accounting
Officer
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(a)
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Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
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(b)
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Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
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(c)
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Evaluated
the effectiveness of the registrant’s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation;
and
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(d)
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Disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial
reporting; and
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(a)
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All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information;
and
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(b)
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Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal control
over financial reporting.
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Date: October
18, 2010
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/s/
Peter Reichard
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Peter
Reichard, Principal Executive Officer and Principal Financial
Officer
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(1)
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The
Report fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934;
and
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(2)
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The
information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the
Company.
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Dated: October
18, 2010
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/s/
Peter Reichard
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Peter
Reichard, Chief Executive Officer and Chief
Financial
Officer
|