QUARTERLY REPORT. NYMET HOLDINGS, INC. (Name of Small Business Issuer in Its Charter)

Transcription

1 PINK OTC MARKETS QUARTERLY REPORT FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2010 NYMET HOLDINGS, INC. (Name of Small Business Issuer in Its Charter) Nevada (State or Other Jurisdiction (IRS Employer of Incorporation or Organization) Identification No.) 84 Nesconset Highway Port Jefferson, New York (Address of Principal Executive Offices) (Zip Code) (631) (Issuer s Telephone Number, Including Area Code)

2 Item 1. Exact Name of Issuer and the Address of its Principal Executive Offices. The name, address, telephone, fax number, and website of the Nymet Holdings, Inc. (hereafter, Nymet we us our or the Company ) are as follows: Nymet Holdings, Inc. 84 Nesconset Highway, Port Jefferson, New York Telephone: (631) Facsimile: (631) Website: Former names in the past 5 years: - Vision Works Media Group, Inc. (April 2005 October 2006) - Perihelion Global, Inc. (October 2006 March 2009) - Nymet Holdings, Inc. (March 2009 Present) Item 2. Shares Outstanding. Shares Outstanding. As at September 30, 2010, the Company had 116,643,839 shares of common stock outstanding and 4,272 shares of Series C Preferred Stock outstanding. Holders of the Company s Series C preferred shares are able to convert into an aggregate of 12,815 common shares and are able to vote together with holders of common shares on an as-converted basis. Public Float. As at September 30, 2010, we had 28,137,714 shares of common stock that were held by non-affiliates of the Company. Shares Authorized. Common Stock. Our board of directors is authorized to issue 300,000,000 shares of common stock, par value $ per share, of which 116,643,839 shares are issued and outstanding as of September 30, 2010, held of record by 113 persons. All of our outstanding common stock is fully paid and non-assessable. Each share of our common stock is entitled to one vote. Our common shareholders are entitled to receive dividends on a pro rata basis if and when such dividends are declared by our board of directors. We have never paid a cash dividend and we do not anticipate doing so in the near future. Each share of our common stock is entitled to share ratably in any assets available for distribution to holders of equity securities upon the liquidation of the Company. Series C Preferred Stock. Our board of directors is authorized to issue up to 12,500,000 shares of Series C Preferred Stock. Each share of Series C Preferred Stock is convertible, at the option of the holder, at any time after the date of issuance. Each share converts at a ratio of 3 shares of common stock for every one share of Series C Preferred Stock. The holders of Series C Preferred Stock shares and the holders of common stock shares and the holders of shares of any other capital stock of the Company having general voting rights shall vote together as one class on all matters submitted to a vote of stockholders of the Company. As of September 30, 2010, there are 4,272 shares of Series C Preferred Stock outstanding. 2

3 Item 3. Interim Financial Statements. NYMET Holdings, Inc. Consolidated Balance Sheets (UNAUDITED) ASSETS September 30, December 31, CURRENT ASSETS Cash and cash equivalents $ - $ 32,249 Accounts receivable, net 1,093,776 3,034,244 Prepaid expenses 81,363 52,574 Inventory 541, ,116 Loans receivable 54,965 54,965 Loans receivable - related parties 121,793 61,873 Total Current Assets 1,893,742 3,827,021 PROPERTY AND EQUIPMENT - NET 104, ,866 OTHER ASSETS Security Deposit 33,200 33,200 Total Other Assets 33,200 33,200 TOTAL ASSETS $ 2,031,808 $ 3,965,087 CURRENT LIABILITIES Accounts payable $ 2,325,859 $ 3,894,847 Line of Credit Payable 668, ,384 Notes payable 1,126,201 1,541,329 Notes payable - related parties 2,012,204 1,037,638 Total Current Liabilities 6,132,729 7,358,198 TOTAL LIABILITIES 6,132,729 7,358,198 STOCKHOLDERS' DEFICIT LIABILITIES AND STOCKHOLDERS' DEFICIT Preferred stock Series B, $ par value; 12,500,000 shares authorized, -0- and 12,380,000 shares issued and outstanding, respectively - 1,238 Preferred stock Series C, $ par value; 12,500,000 shares authorized, 4,272 and 427,171 shares issued and outstanding, respectively - 42 Common stock, $ par value; 300,000,000 shares authorized, 116,643,839 and 77,376,553 shares issued and outstanding, respectively 11,665 7,738 Additional paid in capital 684, ,059 Accumulated deficit (4,797,135) (3,702,188) Total Stockholders' Deficit (4,100,921) (3,393,111) TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 2,031,808 $ 3,965,087 3

4 Consolidated Statements of Operations NYMET Holdings, Inc. (UNAUDITED) For the Nine For the Months Ended Year Ended September 30, 2010 December 31, 2009 NET SALES $ 51,503,868 $ 70,380,885 COST OF SALES 51,335,319 69,781,531 GROSS MARGIN 168, ,354 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES Salaries and consulting 351, ,801 Professional fees 123, ,469 Selling, general and administrative 682,000 1,230,581 Total Selling, General and Administrative Expenses 1,157,293 2,197,851 LOSS FROM OPERATIONS (988,744) (1,598,497) OTHER INCOME (EXPENSES) Interest expense (96,438) (122,736) Interest income 1, ,206 Gain (Loss) on foreign exchange (11,646) 148,909 Total Other Income (Expenses) (106,203) 126,379 LOSS BEFORE INCOME TAXES (1,094,947) (1,472,118) INCOME TAX EXPENSE - - NET LOSS $ (1,094,947) $ (1,472,118) 4

5 NYMET Holdings, Inc. Statements of Stockholders' Deficit For the Period January 1, 2009 through September 30, 2010 (Unaudited) Preferred Stock Preferred Stock Additional Total Series B Series C Common Stock Paid-in Accumulated Stockholders' Shares Amount Shares Amount Shares Amount Capital Deficit Deficit Balance, January 1, ,500,000 1,250 6,303, ,326, (400,252) (398,595) Reverse stock split - 1:10-4/2/ (5,673,124) - (30,894,143) Conversion of preferred stock B to common stock (120,000) (12) ,000,000 24, ,988 Conversion of notes payable to common stock ,333,778 2, ,333 Conversion of preferred stock C to common stock - - (203,337) (20) 610, Cancellation due to reverse merger (240,000,000) (24,000) - - (24,000) Issuance due to reverse merger ,000,000 5, , ,059 Effects of merger (1,829,818) (1,829,818) Rounding (1) (1) Net loss for the year ended December 31, (1,472,118) (1,472,118) Balance, December 31, ,380,000 1, , ,376,553 7, ,059 (3,702,188) (3,393,111) Conversion of preferred stock B to common stock (12,380,000) (1,238) - - 3,467, , ,557 Reverse stock split - 1: (422,899) (42) Conversion of notes payable to common stock ,800,000 2, ,780 Stock issued for acquisition ,000, Net loss for the nine months ended September 30, (1,094,947) (1,094,947) Balance, September 30, $ - 4,272 $ - 116,643,839 $ 11,665 $ 684,549 $ (4,797,135) $ (4,100,921) 5

6 NYMET Holdings, Inc. Consolidated Statements of Cash Flows (Unaudited) For the Nine Months Ended September 30, 2010 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (1,094,947) Adjustments to reconcile net loss to net cash used by operating activities: Effects of reverse merger 387,137 Changes in operating assets and liabilities: Accounts receivable 1,940,468 Prepaid expenses (28,789) Inventory 49,271 Loans receivable - related parties (59,920) Accounts payable and accrued expenses (1,568,988) Net Cash Used by Operating Activities (375,768) CASH FLOWS FROM INVESTING ACTIVITIES: - CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from line of credit (215,919) Proceeds from notes payable (415,128) Proceeds from notes payable - related parties 974,566 Net Cash Provided by Financing Activities $ 343,519 NET INCREASE IN CASH AND CASH EQUIVALENTS $ (32,249) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 32,249 CASH AND CASH EQUIVALENTS, END OF PERIOD $ - SUPPLEMENTAL CASH FLOW INFORMATION Cash Payments For: Interest $ - Income taxes $ - 6

7 Item 4. Management s Discussion and Analysis or Plan of Operations You should read the following discussion of the company's financial condition and results of operations in conjunction with the annual financial statements and related notes included in the filing of the company s latest annual report filed with PinkOTC Markets. This discussion may contain forward-looking statements, including, without limitation, statements regarding our expectations, beliefs, intentions, or future strategies that are signified by the words "expects," "anticipates," "intends," "believes," or similar language. Actual results could differ materially from those projected in the forward looking statements. Overview We are a commodity trading and recycling company headquartered in Port Jefferson, New York, which has successfully developed working relationships across the scrap metals recycling industry. To date, we have obtained contracts with several scrap metal facilities located in the Dominican Republic, Puerto Rico, Trinidad, St. Lucia, New Jersey, New York, Texas, Canada, Atlanta, Georgia Detroit, Indiana, Louisiana, Mexico, and the Bahamas. We currently sell our products to Asia and the Pacific Rim countries with supplies originating from the United States, the Caribbean and South America. We use our discretion when selecting suppliers and we are continually searching for new and robust sources of steel and scrap metal. Our mission is to establish the Company as one of the top trading firms servicing the steel and manufacturing sectors. We sell commodities to our customers such as scrap metal, manganese ore, lead, tin ore, chrome ore, coal and precious metals including gold, silver and copper. Our working relationships with several scrap metal facilities allows us to continue to anticipate increasing its supplies as needed, and to quickly source and quote new products for one-time purchases or recurrent orders, offering clients access to a vast and substantial supply of material. You can learn more about our business at our website located at Our website, however, does not constitute a part of this quarterly report. Events Subsequent to Quarter-End On October 28, 2010 (the Settlement Date ), we entered into a settlement agreement with Vican Trading Ltd. ( Vican ) and Lorne Kalisky ( Mr. Kalisky ), unwinding the acquisition of Vican which took place in June 2010 (such transaction is hereafter referred to as the Settlement ). Prior to the Settlement Date, Vican was a wholly-owned subsidiary of the Company pursuant to an amendment entered into with Mr. Kalisky on June 17, 2010, wherein the Company issued Mr. Kalisky eight million shares of our common stock and agreed to provide Vican $2 million in working capital within 240 days from the date of the amendment. The settlement agreement provides for the transfer of all of the shares of Vican to Mr. Kalisky in exchange for seven million six hundred thousand shares of the Company held by Mr. Kalisky, and a series of payments to Vican equal in the aggregate to $512,524.90, to be paid in three monthly installments commencing one month from the Settlement Date. Because the Settlement Date occurred subsequent to the end of the third quarter, we have consolidated the operating results of Vican with the Company as at such date. 7

8 Results of Operations Following is our discussion of the relevant items affecting results of operations for the nine months ended September 30, 2010 and the year ended December 31, Revenues. We generated net revenues of $51,503,868 during the nine months ended September 30, 2010 compared to $70,380,885 in net revenues during the year ended December 31, Revenues have increased during the first nine months of 2010 due to increased sales and business development activity. Pursuant to the Settlement with Vican, we would expect that subsequent net revenues to be sharply lower in future periods. Our business model and objective is to receive recurring revenue from long-term contracts with established clients. Revenues from recycling activities are inherently unpredictable, but we anticipate that revenues from this activity will become more consistent as we grow our customer and client base. Cost of Sales. Expenses which comprise cost of sales are purchases of scrap metal, salaries associated with the outside yard services, and commissions paid in connection with larger recycling contracts. As more organizations utilize our services, future expenses included in cost of goods sold will be personnel and materials costs to administer these services, as well as potential fee sharing expenses to organizations that assist us in providing these services. Cost of sales for the nine months ended September 30, 2010 was $51,335,319, compared to $69,781,531 during the year ended December 31, This increase corresponds with the increase in sales and is a result of the higher costs of scrap metal and salaries. Cost of sales is attributable to (i) expenses incurred pursuant to the delivery of scrap products, and (ii) sales commissions paid in connection with large recycling projects. Consistent with the anticipated substantial decrease in revenues associated with the Vican Settlement, we would expect that our cost of sales in future periods will be substantially lower. Salaries and Consulting Expenses. Our salaries and consulting expenses include selling/marketing wages and benefits along with applicable payroll taxes. Salaries and consulting expense for the nine months ended September 30, 2010 were $351,962 compared to $593,801 for the year ended December 31, We expect that our salaries and consulting expenses will increase as we continue to develop our client base and expand our efforts in attracting contracts and shipments from international suppliers of steel and scrap metal. Professional Fees. Professional fees for the nine months ended September 30, 2010 were $123,331 compared to $373,469 during the year ended December 31, Professional fees consist mainly of legal, accounting, and transfer agent fees General and Administrative Expenses. Our general and administrative expenses have been comprised of occupancy and office expenses; travel and other miscellaneous office and administrative expenses. General and administrative expenses for the nine months ended September 30, 2010 were $682,000 compared to $1,230,581 during the 8

9 year ended December 31, We endeavor to decrease certain costs associated with contract labor, and rent and occupancy-related expense. Because we expect to expand our operations internally and through acquisition of complementary businesses, we expect to experience an increase in future material commitments for capital expenditures. Other Income (Expense). We incurred net other expense of $106,203 for the nine months ended September 30, 2010 compared to net other income of $126,379 during the year ended December 31, The expenses incurred related principally to interest expense in connection with promissory notes issued by the Company. Liquidity and Capital Resources Since inception, we have financed the Company s operations from a combination of business cash flows and outside investment. As of September 30, 2010, the Company had $-0- in cash or cash equivalents. In order to provide working capital for our business and effect our business plans and objectives, we will require additional investment capital during the next twelve months. Although we have not presently identified acquisition candidates or enterprises that we might purchase or invest in, we expect to engage in significant business development and acquisition activity during Item 5. Legal Proceedings On May 6, 2009 judgment was rendered against the Company in the amount of $257,948.14, inclusive of interest and court costs, in connection with certain legal services provided to the Company s predecessor-in-interest. The Company is presently attempting to structure and/or reduce the amount owing under this obligation and, to the Company s knowledge, will not have a material effect on its operations. Item 6. Defaults Upon Senior Securities None. Item 7. Other Information None. 9

10 Item 8. Exhibits. The following exhibits are filed with or incorporated by referenced in this report: Exhibit Number Title of Document 3.1 (1) Articles of Incorporation of Nymet Holdings, Inc., a Nevada corporation. 3.2 (2) Bylaws of Nymet Holdings, Inc., a Nevada corporation (3) Stock Purchase Agreement between the Company and the shareholders of Nymet Industrial, Inc (4) Lease Purchase Agreement between Nymet Industrial, Inc. and Greg Torlai (5) Stock Purchase Agreement among the Company, Vican Products Distribution Canada, Inc., and Lorne Kalinsky (6) Amendment to Stock Purchase Agreement among the Company, Vican Products Distribution Canada, Inc., and Lorne Kalinsky. 10.5* Settlement Agreement among the Company, Vican Products Distribution Canada, Inc., and Lorne Kalinsky. 31.1* Certification of T. Benjamin Jennings. 32.1* Certification of T. Benjamin Jennings. * filed herewith (1) Incorporated by reference to the Company s filings with Pink Sheets OTC Markets on April 21, (2) Incorporated by reference to the Company s filings with Pink Sheets OTC Markets on October 27, (3) Incorporated by reference to the Company s filings with Pink Sheets OTC Markets on October 27, (4) Incorporated by reference to the Company s filings with Pink Sheets OTC Markets on October 27, (5) Incorporated by reference to the Company s filings with Pink Sheets OTC Markets on April 21, (6) Incorporated by reference to the Company s filings with Pink Sheets OTC Markets on August 15, The Issuer has hereby caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. NYMET HOLDINGS, INC. Dated: November 15, 2010 /s/ T. Benjamin Jennings By: T. Benjamin Jennings, Executive Chairman 10

11 Exhibit 31.1 CERTIFICATION I, T. Benjamin Jennings of Nymet Holdings, Inc. (the Company ), certify that: 1. I have reviewed this Quarterly Report of the Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report; 4. As the Company's sole certifying officer I am responsible for establishing and maintaining disclosure controls and procedures and internal control over financial reporting for the Company and have: a. 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 Company, 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; b. 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; c. Evaluated the effectiveness of the Company'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 d. Disclosed in this report any change in the Company's internal control over financial reporting that occurred during the Company's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting; and 5. As the Company's sole certifying officer I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the Company's auditors and the audit committee of the Company's board of directors (or persons performing the equivalent functions): a. 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 Company's ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting. Date: November 15, 2010 /s/ T. Benjamin Jennings T. Benjamin Jennings Executive Chairman (Principal Financial Officer) 11

12 Exhibit 32 CERTIFICATION I, T. Benjamin Jennings, Executive Chairman and Principal Executive Officer of Nymet Holdings, Inc. (the Company ) certify that: 1. I have reviewed the quarterly report of the Company; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; and 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the period presented in this quarterly report. Date: November 15, 2010 /s/ T. Benjamin Jennings T. Benjamin Jennings Executive Chairman (Principal Executive Officer) 12