|
Attention:
|
Jennifer Riegel
|
|
Re:
|
BioZone Pharmaceuticals, Inc.
|
|
|
1.
|
Please provide an amended Schedule A reflecting the revisions discussed. Furthermore, please provide an explanation for the changes to the issued and outstanding shares for the periods ending March 31, 2011, June 30, 2011, September 30, 2011 and December 31, 2011
|
|
|
·
|
Correction of number of shares shown as “Adjusted Balance Sheet shares outstanding” for the periods 6/30/2011, 9/30/2011 and 12/31/2011.
|
|
|
·
|
Correction of amounts shown as “Net loss per common share – amended” for the periods 6/30/2011, 9/30/2011 and 12/31/2011.
|
|
|
·
|
The Consolidated Balance Sheet included in the financial statements for the period ended March 31, 2011 filed by the Company on Form 10-Q lists 37,698,000 shares as issued and outstanding as of March 31, 2011 and December 31, 2010, respectively. As indicated in our prior correspondence, we have adjusted the Statements of Stockholders’ Deficiency to reflect the number of shares outstanding of the BioZone Labs Group, the accounting acquiror in the reverse merger. The adjustment treats the 21,000,000 shares issued to the accounting acquiror upon the reverse merger as outstanding since inception.
|
|
|
·
|
The Adjusted Balance Sheet shares outstanding for the period ended June 30, 2011, which shows 67,029,396 shares on the attached Schedule A, representing an increase of 46,029,396 shares, results from the addition of 37,698,000 shares treated as issued by the accounting acquiror in connection with the merger plus 8,331,396 shares issued by the Company to Aero Pharmaceuticals (“Aero) in exchange for all of the assets of Aero.
|
|
|
·
|
The Adjusted Balance Sheet shares outstanding for the period ended September 30, 2011, which shows 67,543,310 shares on the attached Schedule A, representing an increase of 513,914 shares, results from the issuance of shares by the Company as payment for certain expenses (500,000 shares issued to a consultant plus 13,914 shares issued as liquidated damages) .
|
|
|
·
|
The Adjusted Balance Sheet shares outstanding for the period ended December 31, 2011, which shows 55,181,165 shares on the attached Schedule A, representing a decrease of increase of 513,914 shares, results from the issuance of 2,085,856 shares by the Company in connection with financing activities less 14,448,000 shares canceled by the Company during that period (13,948,000 shares cancelled in connection with the merger plus 500,000 shares cancelled in connection with unearned consultant shares).
|
|
|
2.
|
The Company’s Statements of Changes in Shareholders’ Deficiency and Statement of Operations must be revised and filed as an amendment to the Company’s Form S-1, as amended.
|
|
|
·
|
The Company is responsible for the adequacy and accuracy of the disclosures in the filings;
|
|
|
·
|
Staff comments or changes to disclosures in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and
|
|
|
·
|
The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
|
|
Cc:
|
Harvey Kesner, Esq.
|
|
Biozone Pharmaceuticals, Inc.
|
|||||||||||||||||||
|
Reflection of Adjusted Shares for previously filed financial statements
|
|||||||||||||||||||
|
Historical Statements of Operations
|
|||||||||||||||||||
|
Three months ended March 31, 2011
|
Three months ended June 30, 2011
|
Six months ended June 30, 2011
|
Three months ended September 30, 2011
|
Nine months ended September 30, 2011
|
Year ended December 31, 2011
|
Three months ended June 30, 2010
|
Six months ended June 30, 2010
|
Three months ended September 30, 2010
|
Nine months ended September 30, 2010
|
||||||||||
|
Net income (loss)
|
(13,295)
|
(568,402)
|
(1,111,609)
|
(2,499,703)
|
(3,611,312)
|
(5,457,310)
|
58,961
|
138,762
|
256,850
|
394,916
|
|||||||||
|
Net loss per common share - originally reported
|
(0.00)
|
(0.01)
|
(0.03)
|
(0.04)
|
(0.07)
|
(0.11)
|
0.00
|
0.00
|
0.01
|
0.01
|
|||||||||
|
Basic and diluted weighted average common shares outstanding - originally reported
|
44,749,999
|
41,388,416
|
39,543,208
|
67,492,714
|
49,112,016
|
50,443,025
|
37,698,000
|
37,698,000
|
37,698,000
|
37,698,000
|
|||||||||
|
Net loss per common share - amended
|
(0.00)
|
(0.03)
|
(0.05)
|
(0.04)
|
(0.10)
|
(0.12)
|
0.00
|
0.01
|
0.01
|
0.02
|
|||||||||
|
Basic and diluted weighted average common shares outstanding - amended
|
21,000,000
|
21,000,000
|
21,000,000
|
67,443,800
|
36,667,874
|
44,552,409
|
21,000,000
|
21,000,000
|
21,000,000
|
21,000,000
|
|||||||||
|
Historical Balance Sheets
|
12/31/2010
|
3/31/2010
|
6/30/2010
|
9/30/2010
|
3/31/2011
|
6/30/2011
|
9/30/2011
|
12/31/2011
|
|||||||||||
|
Historical Balance Sheet shares outstanding
|
37,698,000
|
37,698,000
|
37,698,000
|
37,698,000
|
37,698,000
|
67,029,396
|
67,543,310
|
55,181,165
|
|||||||||||
|
Adjusted Balance Sheet shares outstanding
|
21,000,000
|
21,000,000
|
21,000,000
|
21,000,000
|
21,000,000
|
67,029,396
|
67,543,310
|
55,181,165
|
|||||||||||
|
Rollfoward:
|
|
|
Shares outstanding 3/31/11
|
37,698,000
|
|
Shares issued to Aero
|
8,331,396
|
|
Subtotal
|
46,029,396
|
|
Shares issued in reverse merger
|
21,000,000
|
|
Outstanding June 30, 2011
|
67,029,396
|
|
Shares issued in 3rd Quarter 2011
|
513,914
|
|
Outstanding September 30, 2011
|
67,543,310
|
|
Shares issued in 4th Quarter 2011
|
2,085,856
|
|
Shares Cancelled in December 2011
|
|
|
Consultant shares
|
(500,000)
|
|
ISR shares
|
(13,948,000)
|
|
Outstanding December 31, 2011
|
55,181,166
|
|
Common Stock
|
||||||||||||||||||||
|
Number of Shares
|
Amount
|
Additional paid in capital
|
Shareholder's defecit
|
Total
|
||||||||||||||||
|
Balance as of December 31, 2009
|
21,000,000 | $ | 21,000 | $ | 138,998 | $ | (386,354 | ) | $ | (226,356 | ) | |||||||||
|
Distribution
|
(43,031 | ) | (43,031 | ) | ||||||||||||||||
|
Net loss for year
|
(319,813 | ) | (319,813 | ) | ||||||||||||||||
|
Balance at December 31, 2010
|
21,000,000 | 21,000 | 95,967 | (706,167 | ) | (589,200 | ) | |||||||||||||
|
Effect of Reverse Merger
|
46,029,396 | 46,029 | 1,953,971 | 2,000,000 | ||||||||||||||||
|
Shares issued to consultant
|
500,000 | 500 | 1,949,500 | 1,950,000 | ||||||||||||||||
|
Shares issued for liquidated damages
|
13,914 | 14 | 6,943 | 6,957 | ||||||||||||||||
|
Proceeds from sale of common stock
|
955,000 | 955 | 704,045 | 705,000 | ||||||||||||||||
|
Shares issued to extend maturity date
|
||||||||||||||||||||
|
of convertible notes payable
|
112,500 | 113 | 56,137 | 56,250 | ||||||||||||||||
|
Shares issued upon conversion of
|
||||||||||||||||||||
|
convertible note payable
|
1,018,356 | 1,018 | 508,160 | 509,178 | ||||||||||||||||
|
Shares cancelled to consultant
|
(500,000 | ) | (500 | ) | (1,949,500 | ) | (1,950,000 | ) | ||||||||||||
|
Cancellation of ISR shares
|
(13,948,000 | ) | (13,948 | ) | 13,948 | - | ||||||||||||||
|
Net loss for the year
|
(5,457,310 | ) | (5,457,310 | ) | ||||||||||||||||
|
Balance at December 31, 2011
|
55,181,166 | $ | 55,181 | $ | 3,339,171 | $ | (6,163,477 | ) | $ | (2,769,125 | ) | |||||||||
|
BIOZONE PHARMACEUTICALS, INC.
|
|
CONSOLIDATED STATEMENTS OF OPERATIONS
|
|
(Unaudited)
|
|
Year Ended December 31,
|
||||||||
|
2011
|
2010
|
|||||||
|
Sales
|
$ | 12,605,146 | $ | 15,253,685 | ||||
|
Cost of sales
|
(8,639,658 | ) | (8,427,608 | ) | ||||
|
Gross profit
|
3,965,488 | 6,826,077 | ||||||
| 0.448 | ||||||||
|
Operating Expenses:
|
||||||||
|
General and adminstrative expenses
|
7,452,864 | 6,617,249 | ||||||
|
Research and development expenses
|
399,624 | 240,873 | ||||||
| 7,852,488 | 6,858,122 | |||||||
|
Income (Loss) from operations
|
||||||||
| (3,887,000 | ) | (32,045 | ) | |||||
|
Interest expense
|
(1,242,853 | ) | (439,018 | ) | ||||
|
Change in fair value of derivative liability
|
(281,508 | ) | - | |||||
|
Equity in earnings (loss) of unconsolidated subsidiary
|
(42,677 | ) | 55,305 | |||||
|
Income (Loss) before provision for income taxes
|
(5,454,038 | ) | (415,758 | ) | ||||
|
Provision for income taxes
|
3,272 | 95,945 | ||||||
|
Net loss
|
(5,457,310 | ) | (319,813 | ) | ||||
|
Income (Loss) per common share
|
$ | (0.12 | ) | $ | (0.02 | ) | ||
|
Basic and diluted weighted average common share outstanding
|
44,552,409 | 21,000,000 | ||||||