DELAWARE
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22-3367588
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(State
or other jurisdiction of
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(I.R.S.
Employer
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incorporation
or organization)
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Identification
Number)
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100
Matawan Road, Suite 420
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Matawan,
NJ
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07747
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(Address
of principal executive offices)
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(Zip
Code)
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Large
accelerated filer o
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Accelerated
filer o
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Non-accelerated
filer o (Do not check if
a smaller reporting company)
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Smaller
reporting company x
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS
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3
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PART
I. FINANCIAL INFORMATION
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||
ITEM
1. FINANCIAL STATEMENTS
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||
Balance
Sheets as of June 30, 2008 (Unaudited) and December 31,
2007
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4
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Statements
of Operations (Unaudited) for the three and six months ended June 30, 2008
and 2007
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5
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||
Statements
of Cash Flows (Unaudited) for the six months ended June 30, 2008 and
2007
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6
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Notes
to Financial Statements
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7
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ITEM
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
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11
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ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
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14
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ITEM
4T. CONTROLS AND PROCEDURES
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14
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PART
II. OTHER INFORMATION
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||
ITEM
1. LEGAL PROCEEDINGS
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14
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ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS
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14
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ITEM
3. DEFAULTS UPON SENIOR SECURITIES
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14
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ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS
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15
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ITEM
5. OTHER INFORMATION
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15
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ITEM
6. EXHIBITS
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15
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SIGNATURES
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17
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●
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The
development, testing, and commercialization of new products and the
expansion of markets for our current products;
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●
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The
receipt of royalty payments from our agreements with business
partners;
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●
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Implementing
aspects of our business plan;
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●
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Financing
goals and plans;
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●
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Our
existing cash and whether and how long these funds will be sufficient to
fund our operations; and
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●
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Our
raising of additional capital through future equity
financings.
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PACIFICHEALTH
LABORATORIES, INC.
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||||||||
BALANCE
SHEETS
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||||||||
ASSETS
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||||||||
June
30,
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December
31,
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|||||||
2008
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2007
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|||||||
(Unaudited)
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||||||||
Current
assets:
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||||||||
Cash
and cash equivalents
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$ | 535,687 | $ | 1,712,713 | ||||
Other
short-term investments
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875,000 | - | ||||||
Accounts
receivable, net
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1,379,141 | 709,623 | ||||||
Inventories
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1,667,970 | 2,010,446 | ||||||
Prepaid
expenses
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154,206 | 111,672 | ||||||
Total
current assets
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4,612,004 | 4,544,454 | ||||||
Property
and equipment, net
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225,913 | 185,007 | ||||||
Deposits
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10,895 | 10,895 | ||||||
Total
assets
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$ | 4,848,812 | $ | 4,740,356 | ||||
LIABILITIES
AND STOCKHOLDERS' EQUITY
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||||||||
Current
liabilities:
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||||||||
Notes
payable
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$ | 48,092 | $ | 16,205 | ||||
Accounts
payable and accrued expenses
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895,435 | 472,475 | ||||||
Deferred
revenue
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429,826 | 559,876 | ||||||
Total
current liabilities
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1,373,353 | 1,048,556 | ||||||
Stockholders'
equity:
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||||||||
Common
stock, $.0025 par value; authorized
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||||||||
50,000,000
shares; issued and outstanding:
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||||||||
13,501,426
shares at June 30, 2008 and
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||||||||
13,501,426
shares at December 31, 2007
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33,754 | 33,754 | ||||||
Additional
paid-in-capital
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19,076,281 | 18,874,609 | ||||||
Accumulated
deficit
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(15,634,576 | ) | (15,216,563 | ) | ||||
3,475,459 | 3,691,800 | |||||||
Total
liabilities and stockholders' equity
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$ | 4,848,812 | $ | 4,740,356 | ||||
See
accompanying notes to financial statements.
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PACIFICHEALTH
LABORATORIES, INC.
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||||||||||||||||
STATEMENTS
OF OPERATIONS
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||||||||||||||||
FOR
THE THREE AND SIX MONTHS ENDED JUNE 30, 2008 AND 2007
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||||||||||||||||
(UNAUDITED)
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||||||||||||||||
Three
Months
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Six
Months
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|||||||||||||||
Ended June 30,
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Ended June 30,
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|||||||||||||||
2008
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2007
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2008
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2007
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|||||||||||||
Revenues:
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||||||||||||||||
Net
product sales
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$ | 2,370,429 | $ | 2,069,889 | $ | 4,089,804 | $ | 3,888,783 | ||||||||
Cost
of goods sold
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1,315,887 | 1,304,359 | 2,248,682 | 2,437,246 | ||||||||||||
Gross
profit
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1,054,542 | 765,530 | 1,841,122 | 1,451,537 | ||||||||||||
Selling,
general and administrative expenses
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1,101,690 | 830,663 | 2,112,134 | 1,679,829 | ||||||||||||
Research
and development expenses
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77,597 | 51,793 | 109,508 | 127,163 | ||||||||||||
Depreciation
expense
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33,243 | 24,519 | 67,339 | 40,331 | ||||||||||||
1,212,530 | 906,975 | 2,288,981 | 1,847,323 | |||||||||||||
Net
operating loss
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(157,988 | ) | (141,445 | ) | (447,859 | ) | (395,786 | ) | ||||||||
Other
income (expense):
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||||||||||||||||
Other
income
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163 | - | 1,296 | 10,000 | ||||||||||||
Interest
income
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11,683 | 15,395 | 29,147 | 35,931 | ||||||||||||
Interest
expense
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(466 | ) | (1,226 | ) | (597 | ) | (1,837 | ) | ||||||||
11,380 | 14,169 | 29,846 | 44,094 | |||||||||||||
Loss
before income taxes
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(146,608 | ) | (127,276 | ) | (418,013 | ) | (351,692 | ) | ||||||||
Provision
for income taxes
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- | - | - | - | ||||||||||||
Net
loss
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$ | (146,608 | ) | $ | (127,276 | ) | $ | (418,013 | ) | $ | (351,692 | ) | ||||
Basic
and diluted loss per share
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$ | (0.01 | ) | $ | (0.01 | ) | $ | (0.03 | ) | $ | (0.03 | ) | ||||
Weighted
average common shares - basic and diluted
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13,501,426 | 13,319,685 | 13,501,426 | 13,152,745 | ||||||||||||
See
accompanying notes to financial statements.
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PACIFICHEALTH
LABORATORIES, INC.
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||||||||
STATEMENTS
OF CASH FLOWS
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||||||||
FOR
THE SIX MONTHS ENDED JUNE 30, 2008 AND 2007
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||||||||
(UNAUDITED)
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||||||||
2008
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2007
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|||||||
Cash
flows from operating activities:
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||||||||
Net
loss
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$ | (418,013 | ) | $ | (351,692 | ) | ||
Adjustments
to reconcile net loss to net
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||||||||
cash
used in operating activities:
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||||||||
Depreciation
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67,339 | 40,331 | ||||||
Allowance
for doubtful accounts
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6,000 | 6,000 | ||||||
Writedown
of packaging inventory
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- | 49,135 | ||||||
Equity
instrument-based expense
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201,672 | 124,867 | ||||||
Changes
in assets and liabilities:
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||||||||
Increase
in accounts receivable
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(675,518 | ) | (674,490 | ) | ||||
Decrease
(increase) in inventories
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342,476 | (918,079 | ) | |||||
Increase
in prepaid expenses
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(42,534 | ) | (28,096 | ) | ||||
Increase
in accounts payable and accrued expenses
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422,960 | 26,190 | ||||||
(Decrease)
increase in deferred revenue
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(130,050 | ) | 87,921 | |||||
Net
cash used in operating activities
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(225,668 | ) | (1,637,913 | ) | ||||
Cash
flows from investing activities:
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||||||||
Proceeds
from sales of other short-term investments
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625,000 | - | ||||||
Purchase
of fixed assets
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(108,245 | ) | (116,573 | ) | ||||
Net
cash provided by (used in) investing activities
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516,755 | (116,573 | ) | |||||
Cash
flows from financing activities:
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||||||||
Issuance
of notes payable
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58,537 | 79,305 | ||||||
Repayments
of notes payable
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(26,650 | ) | (45,190 | ) | ||||
Common
stock issued
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- | 450,000 | ||||||
Proceeds
from common stock options/warrants exercised
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- | 206,779 | ||||||
Net
cash provided by financing activities
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31,887 | 690,894 | ||||||
Net
increase (decrease) in cash
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322,974 | (1,063,592 | ) | |||||
Cash
and cash equivalents, beginning balance
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1,712,713 | 2,564,038 | ||||||
Reclassification
of other short-term investments
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(1,500,000 | ) | - | |||||
Cash
and cash equivalents, ending balance
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$ | 535,687 | $ | 1,500,446 | ||||
Supplemental
disclosures of cash flow information:
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||||||||
Cash
paid for interest
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$ | 597 | $ | 1,837 | ||||
See
accompanying notes to financial statements.
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June
30, 2008
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December
31,
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|||||||
(Unaudited)
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2007
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|||||||
Raw
materials
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$ | 321,242 | $ | 266,624 | ||||
Work-in-process
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- | 67,920 | ||||||
Packaging
supplies
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60,746 | 56,480 | ||||||
Finished
goods
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1,093,078 | 1,358,378 | ||||||
Finished
goods on consignment
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192,904 | 261,044 | ||||||
$ | 1,667,970 | $ | 2,010,446 |
Three
Months
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Six
Months
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|||||||||||||||
Ended June 30,
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Ended June 30,
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|||||||||||||||
2008
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2007
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2008
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2007
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|||||||||||||
Employee
compensation
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$ | 92,410 | $ | 64,023 | $ | 201,672 | $ | 123,357 | ||||||||
Consultant
compensation
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- | - | - | 1,510 | ||||||||||||
$ | 92,410 | $ | 64,023 | $ | 201,672 | $ | 124,867 |
Weighted-
|
|||||||||||||||
Weighted-
|
Average
|
||||||||||||||
Average
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Remaining
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Aggregate
|
|||||||||||||
Exercise
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Contractual
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Intrinsic
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|||||||||||||
Options
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Shares
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Price
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Term
(Years)
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Value
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|||||||||||
Balance,
January 1, 2008
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2,338,500 | $ | 0.77 | ||||||||||||
Granted
during the period
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207,500 | $ | 0.55 | ||||||||||||
Exercised
during the period
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- | $ | - | ||||||||||||
Expired
during the period
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(34,500 | ) | $ | 1.46 | |||||||||||
Outstanding,
June 30, 2008
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2,511,500 | $ | 0.75 |
3.03
|
$ |
2,880
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|||||||||
Exercisable,
June 30, 2008
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1,216,001 | $ | 0.75 |
1.89
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$ |
2,880
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Weighted-
|
|||||||||||||||
Average
|
|||||||||||||||
Grant-Date
|
|||||||||||||||
Non-vested
Shares
|
Shares
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Fair
Value
|
|||||||||||||
Non-vested,
January 1, 2008
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1,264,332 | $ | 0.80 | ||||||||||||
Granted
during the period
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207,500 | $ | 0.55 | ||||||||||||
Vested
during the period
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(176,333 | ) | $ | 0.95 | |||||||||||
Forfeited
during the period
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- | $ | - | ||||||||||||
Non-vested,
June 30, 2008
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1,295,499 | $ | 0.74 |
June
30, 2008
|
|
Expected
volatility
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103%
- 104%
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Weighted-average
volatility
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104%
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Expected
dividends
|
0.0%
|
Expected
term (in years)
|
5
|
Risk-free
rate
|
2.78%
- 3.49%
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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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Exhibit
Number
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Description of Exhibit(1)
|
3(i)(a)
|
Certificate
of Incorporation of PacificHealth Laboratories, Inc. and all amendments
thereto (incorporated by reference to Exhibit 3.1 to PacificHealth
Laboratories, Inc.’s Registration Statement on Form SB-2 (Registration No.
333-36379) filed on September 25, 1997)
|
3(i)(b)
|
Certificate
of Amendment of Certificate of Incorporation of PacificHealth
Laboratories, Inc. (incorporated by reference to Exhibit 3.3 to
PacificHealth Laboratories, Inc.’s Annual Report on Form 10-KSB filed on
March 31, 2003)
|
3(i)(c)
|
Certificate
of Designations for Series A Preferred Stock (incorporated by reference to
Exhibit 3.1 to PacificHealth Laboratories, Inc.’s Current Report on Form
8-K filed on January 28, 2005)
|
3(i)(d)
|
Certificate
of Designations for Series B Preferred Stock, filed with the Secretary of
State of the State of Delaware on April 28, 2005 (incorporated by
reference to Exhibit 3(i) to PacificHealth Laboratories, Inc.’s Current
Report on Form 8-K filed May 4, 2005)
|
3(ii)
|
Amended
and Restated Bylaws of PacificHealth Laboratories, Inc. (incorporated by
reference to Exhibit 3.2.1 to PacificHealth Laboratories, Inc.’s Amendment
No. 3 to Registration Statement on Form SB-2/A filed on December 17,
1997)
|
4.1
|
Specimen
Common Stock Certificate (incorporated by reference to Exhibit 4.1 to
PacificHealth Laboratories, Inc.’s Amendment No. 3 to Registration
Statement on Form SB-2/A filed on December 17, 1997)
|
4.2.1
|
Form
of Securities Purchase Agreement entered into among PacificHealth
Laboratories, Inc. and Certain of the Selling Stockholders dated August
26, 2003 (incorporated by reference to Exhibit 4.4 to PacificHealth
Laboratories, Inc.’s Registration Statement on Form SB-2 filed on
September 29, 2003)
|
4.2.2
|
Form
of Registration Rights Agreement entered into among PacificHealth
Laboratories, Inc. and Certain of the Selling Stockholders dated August
26, 2003 (incorporated by reference to Exhibit 4.5 to PacificHealth
Laboratories, Inc.’s Registration Statement on Form SB-2 filed on
September 29, 2003)
|
4.2.3
|
Form
of Warrant issued to Certain of the Selling Stockholders in connection
with Exhibit 4.2.1 on August 26, 2003 (incorporated by reference to
Exhibit 4.6 to PacificHealth Laboratories, Inc.’s Registration Statement
on Form SB-2 filed on September 29, 2003)
|
4.3
|
Stock
Purchase Agreement dated June 1, 2001, by and between PacificHealth
Laboratories, Inc. and Glaxo Wellcome International B.V. (incorporated by
reference to Exhibit 4.1 to PacificHealth Laboratories, Inc.’s Current
Report on Form 8-K filed on June 14,
2001)
|
Exhibit
Number
|
Description of Exhibit(1)
|
4.4.1
|
Series
A Preferred Stock Purchase Agreement dated January 28, 2005, by and
between PacificHealth Laboratories, Inc. and Hormel HealthLabs, LLC
(incorporated by reference to Exhibit 4.3 to PacificHealth Laboratories,
Inc.’s Annual Report on Form 10-KSB filed on April 15,
2005)
|
4.4.2
|
Investors’
Rights Agreement dated January 28, 2005, by and between PacificHealth
Laboratories, Inc. and Hormel HealthLabs, LLC (incorporated by reference
to Exhibit 4.4 to PacificHealth Laboratories, Inc.’s Annual Report on Form
10-KSB filed on April 15, 2005)
|
4.4.3
|
Right
of First Refusal and Co-Sale Agreement dated January 28, 2005, by and
between PacificHealth Laboratories, Inc., Robert Portman and Hormel
HealthLabs, LLC (incorporated by reference to Exhibit 4.5 to PacificHealth
Laboratories, Inc.’s Annual Report on Form 10-KSB filed on April 15,
2005)
|
4.4.4
|
Certificate
of Designations for Series A Preferred Stock (incorporated by reference to
Exhibit 3.1 to PacificHealth Laboratories, Inc.’s Current Report on Form
8-K filed on January 28, 2005)
|
4.5
|
Certificate
of Designations for Series B Preferred Stock, filed with the Secretary of
State of the State of Delaware on April 28, 2005 (incorporated by
reference to Exhibit 3(i) to PacificHealth Laboratories, Inc.’s Current
Report on Form 8-K filed on May 4, 2005)
|
4.6.1
|
Securities
Purchase Agreement, dated August 24, 2005 by and between PacificHealth
Laboratories, Inc. and Hormel HealthLabs, LLC (incorporated by reference
to Exhibit 10.1 to PacificHealth Laboratories, Inc.’s Current Report on
Form 8-K filed on August 30, 2005)
|
4.6.2
|
Amended
and Restated Investors’ Rights Agreement dated August 24, 2005 between
PacificHealth Laboratories, Inc. and Hormel HealthLabs, LLC and any
additional investor that becomes a party thereto (incorporated by
reference to Exhibit 4.1 to PacificHealth Laboratories, Inc.’s Current
Report on Form 8-K filed on August 30, 2005)
|
4.6.3
|
Form
of Secured Convertible Promissory Note issued in connection with Exhibit
4.6.1 (incorporated by reference to Exhibit 10.2 to PacificHealth
Laboratories, Inc.’s Current Report on Form 8-K filed on August 30,
2005)
|
4.6.4
|
Security
Agreement dated August 24, 2005 by and between PacificHealth Laboratories,
Inc. and Hormel HealthLabs, LLC (incorporated by reference to Exhibit 10.3
to PacificHealth Laboratories, Inc.’s Current Report on Form 8-K filed on
August 30, 2005)
|
10.1
|
Employment
Extension Agreement between PacificHealth Laboratories, Inc. and Robert
Portman effective January 1, 2004, executed February 28, 2006
(incorporated by reference to Exhibit 10.6 to PacificHealth Laboratories,
Inc.’s Post-Effective Amendment to Registration Statement on Form SB-2/A
(File No. 333-109197) filed on May 2, 2006)
|
10.2.1
|
Asset
Purchase Agreement dated February 22, 2006, by and between PacificHealth
Laboratories, Inc. and Mott’s LLP (redacted, subject to request for
confidential treatment) (incorporated by reference to Exhibit 10.8 to
PacificHealth Laboratories, Inc.’s Annual report on Form 10-KSB filed on
March 31, 2006)
|
Exhibit
Number
|
Description of Exhibit(1)
|
10.2.2
|
License
Agreement dated February 22, 2006, by and between PacificHealth
Laboratories, Inc. and Mott’s LLP (redacted, subject to request for
confidential treatment) (incorporated by reference to Exhibit 10.9 to
PacificHealth Laboratories, Inc.’s Annual report on Form 10-KSB filed on
March 31, 2006)
|
10.2.3
|
Consulting,
License and Noncompetition Agreement dated February 22, 2006, by and
between PacificHealth Laboratories, Inc., Mott’s LLP and Robert Portman
(redacted, subject to request for confidential treatment) (incorporated by
reference to Exhibit 10.10 to PacificHealth Laboratories, Inc.’s Annual
report on Form 10-KSB filed on March 31, 2006)
|
31.1
|
Rule
13a-14(a) Certification of Chief Executive Officer (filed
herewith)
|
31.2
|
Rule
13a-14(a) Certification of Chief Financial Officer (filed
herewith)
|
32
|
Certifications
of Chief Executive Officer and Chief Financial Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002 (filed herewith)
|
(1)
|
In
the case of incorporation by reference to documents filed by the
Registrant under the Exchange Act, the Registrant’s file number under the
Exchange Act is 000-23495.
|
PACIFICHEALTH LABORATORIES, INC. | |||
By: |
/S/ STEPHEN P. KUCHEN
|
||
STEPHEN P. KUCHEN | |||
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | |||
Date: |
August 1, 2008
|
Exhibit
Number
|
Description of Exhibit(1)
|
3(i)(a)
|
Certificate
of Incorporation of PacificHealth Laboratories, Inc. and all amendments
thereto (incorporated by reference to Exhibit 3.1 to PacificHealth
Laboratories, Inc.’s Registration Statement on Form SB-2 (Registration No.
333-36379) filed on September 25, 1997)
|
3(i)(b)
|
Certificate
of Amendment of Certificate of Incorporation of PacificHealth
Laboratories, Inc. (incorporated by reference to Exhibit 3.3 to
PacificHealth Laboratories, Inc.’s Annual Report on Form 10-KSB filed on
March 31, 2003)
|
3(i)(c)
|
Certificate
of Designations for Series A Preferred Stock (incorporated by reference to
Exhibit 3.1 to PacificHealth Laboratories, Inc.’s Current Report on Form
8-K filed on January 28, 2005)
|
3(i)(d)
|
Certificate
of Designations for Series B Preferred Stock, filed with the Secretary of
State of the State of Delaware on April 28, 2005 (incorporated by
reference to Exhibit 3(i) to PacificHealth Laboratories, Inc.’s Current
Report on Form 8-K filed May 4, 2005)
|
3(ii)
|
Amended
and Restated Bylaws of PacificHealth Laboratories, Inc. (incorporated by
reference to Exhibit 3.2.1 to PacificHealth Laboratories, Inc.’s Amendment
No. 3 to Registration Statement on Form SB-2/A filed on December 17,
1997)
|
4.1
|
Specimen
Common Stock Certificate (incorporated by reference to Exhibit 4.1 to
PacificHealth Laboratories, Inc.’s Amendment No. 3 to Registration
Statement on Form SB-2/A filed on December 17, 1997)
|
4.2.1
|
Form
of Securities Purchase Agreement entered into among PacificHealth
Laboratories, Inc. and Certain of the Selling Stockholders dated August
26, 2003 (incorporated by reference to Exhibit 4.4 to PacificHealth
Laboratories, Inc.’s Registration Statement on Form SB-2 filed on
September 29, 2003)
|
4.2.2
|
Form
of Registration Rights Agreement entered into among PacificHealth
Laboratories, Inc. and Certain of the Selling Stockholders dated August
26, 2003 (incorporated by reference to Exhibit 4.5 to PacificHealth
Laboratories, Inc.’s Registration Statement on Form SB-2 filed on
September 29, 2003)
|
4.2.3
|
Form
of Warrant issued to Certain of the Selling Stockholders in connection
with Exhibit 4.2.1 on August 26, 2003 (incorporated by reference to
Exhibit 4.6 to PacificHealth Laboratories, Inc.’s Registration Statement
on Form SB-2 filed on September 29, 2003)
|
4.3
|
Stock
Purchase Agreement dated June 1, 2001, by and between PacificHealth
Laboratories, Inc. and Glaxo Wellcome International B.V. (incorporated by
reference to Exhibit 4.1 to PacificHealth Laboratories, Inc.’s Current
Report on Form 8-K filed on June 14, 2001)
|
4.4.1
|
Series
A Preferred Stock Purchase Agreement dated January 28, 2005, by and
between PacificHealth Laboratories, Inc. and Hormel HealthLabs, LLC
(incorporated by reference to Exhibit 4.3 to PacificHealth Laboratories,
Inc.’s Annual Report on Form 10-KSB filed on April 15,
2005)
|
4.4.2
|
Investors’
Rights Agreement dated January 28, 2005, by and between PacificHealth
Laboratories, Inc. and Hormel HealthLabs, LLC (incorporated by reference
to Exhibit 4.4 to PacificHealth Laboratories, Inc.’s Annual Report on Form
10-KSB filed on April 15, 2005)
|
Exhibit
Number
|
Description of Exhibit(1)
|
4.4.3
|
Right
of First Refusal and Co-Sale Agreement dated January 28, 2005, by and
between PacificHealth Laboratories, Inc., Robert Portman and Hormel
HealthLabs, LLC (incorporated by reference to Exhibit 4.5 to PacificHealth
Laboratories, Inc.’s Annual Report on Form 10-KSB filed on April 15,
2005)
|
4.4.4
|
Certificate
of Designations for Series A Preferred Stock (incorporated by reference to
Exhibit 3.1 to PacificHealth Laboratories, Inc.’s Current Report on Form
8-K filed on January 28, 2005)
|
4.5
|
Certificate
of Designations for Series B Preferred Stock, filed with the Secretary of
State of the State of Delaware on April 28, 2005 (incorporated by
reference to Exhibit 3(i) to PacificHealth Laboratories, Inc.’s Current
Report on Form 8-K filed on May 4, 2005)
|
4.6.1
|
Securities
Purchase Agreement, dated August 24, 2005 by and between PacificHealth
Laboratories, Inc. and Hormel HealthLabs, LLC (incorporated by reference
to Exhibit 10.1 to PacificHealth Laboratories, Inc.’s Current Report on
Form 8-K filed on August 30, 2005)
|
4.6.2
|
Amended
and Restated Investors’ Rights Agreement dated August 24, 2005 between
PacificHealth Laboratories, Inc. and Hormel HealthLabs, LLC and any
additional investor that becomes a party thereto (incorporated by
reference to Exhibit 4.1 to PacificHealth Laboratories, Inc.’s Current
Report on Form 8-K filed on August 30, 2005)
|
4.6.3
|
Form
of Secured Convertible Promissory Note issued in connection with Exhibit
4.6.1 (incorporated by reference to Exhibit 10.2 to PacificHealth
Laboratories, Inc.’s Current Report on Form 8-K filed on August 30,
2005)
|
4.6.4
|
Security
Agreement dated August 24, 2005 by and between PacificHealth Laboratories,
Inc. and Hormel HealthLabs, LLC (incorporated by reference to Exhibit 10.3
to PacificHealth Laboratories, Inc.’s Current Report on Form 8-K filed on
August 30, 2005)
|
10.1
|
Employment
Extension Agreement between PacificHealth Laboratories, Inc. and Robert
Portman effective January 1, 2004, executed February 28, 2006
(incorporated by reference to Exhibit 10.6 to PacificHealth Laboratories,
Inc.’s Post-Effective Amendment to Registration Statement on Form SB-2
(File No. 333-109197) filed on May 2, 2006)
|
10.2.1
|
Asset
Purchase Agreement dated February 22, 2006, by and between PacificHealth
Laboratories, Inc. and Mott’s LLP (redacted, subject to request for
confidential treatment) (incorporated by reference to Exhibit 10.8 to
PacificHealth Laboratories, Inc.’s Annual report on Form 10-KSB filed on
March 31, 2006)
|
10.2.2
|
License
Agreement dated February 22, 2006, by and between PacificHealth
Laboratories, Inc. and Mott’s LLP (redacted, subject to request for
confidential treatment) (incorporated by reference to Exhibit 10.9 to
PacificHealth Laboratories, Inc.’s Annual report on Form 10-KSB filed on
March 31, 2006)
|
10.2.3
|
Consulting,
License and Noncompetition Agreement dated February 22, 2006, by and
between PacificHealth Laboratories, Inc., Mott’s LLP and Robert Portman
(redacted, subject to request for confidential treatment) (incorporated by
reference to Exhibit 10.10 to PacificHealth Laboratories, Inc.’s Annual
report on Form 10-KSB filed on March 31, 2006)
|
31.1
|
Rule
13a-14(a) Certification of Chief Executive Officer (filed
herewith)
|
31.2
|
Rule
13a-14(a) Certification of Chief Financial Officer (filed
herewith)
|
32
|
Certifications
of Chief Executive Officer and Chief Financial Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002 (filed herewith)
|
(1)
|
In
the case of incorporation by reference to documents filed by the
Registrant under the Exchange Act, the Registrant’s file number under the
Exchange Act is 000-23495.
|