UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-SB/A
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
CytoGenix, Inc.
(Name of Small Business Issuer in its charter)
Nevada 76-0484097
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
9881 South Wilcrest, Houston, Texas 77099
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, (281) 988-6118
Securities to be registered under Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class to be registered
NA NA
Securities to be registered under Section 12(g) of the Act:
Common Stock, par value $.001 per share
(Title of class)
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CYTOGENIX, INC.
FORM 10 - SB
TABLE OF CONTENTS
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CYTOGENIX, INC. FORM 10 - SB..............................................................................i
PART I....................................................................................................1
ITEM 1. Description of Business.......................................................................1
ITEM 2. Management's Discussion and Analysis or Plan of Operation.....................................6
ITEM 3. Description of Property......................................................................10
ITEM 4. Security Ownership of Certain Beneficial Owners and Management...............................11
ITEM 5. Directors, Executive Officers, Promoters and Control Persons.................................12
ITEM 6. Executive Compensation.......................................................................13
ITEM 7. Certain Relationships and Related Transactions...............................................15
ITEM 8. Description of Securities....................................................................15
PART II..................................................................................................16
ITEM 1. Market Price of Dividends on the Registrant's Common Equity and Related Stockholder Matters..16
ITEM 2. Legal Proceedings............................................................................17
ITEM 3. Changes in and Disagreement with Accountants.................................................17
ITEM 4. Recent Sales of Unregistered Securities......................................................17
ITEM 5. Indemnification of Directors and Officers....................................................20
FINANCIAL STATEMENTS....................................................................................F-1
PART III.................................................................................................21
ITEM 1. Exhibits and Financial Statement Schedules...................................................21
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PART I
ITEM 1. DESCRIPTION OF BUSINESS
CytoGenix, Inc. ("CytoGenix" or "the Company") is a development stage
biotechnology company that has never had any sales. The primary focus of the
Company's research is the technology applicable to implementing the final stage
delivery of therapeutic DNA molecules in cells.
The Company was formed in 1995 as a biomedical research and development company.
The original name of the Company was Cryogenic Solutions, Inc., until the
Company changed its name to CytoGenix, Inc. in January 2000. Equity funding has
been the only source of operational and research working capital since the
Company's inception.
RECENT DEVELOPMENTS
On January 18, 2000 the Company entered into an agreement with Quantum Bit
Induction Technology, Inc. ("QBIT") pursuant to which 3,000,000 shares of QBIT
common stock and the molecular biology intellectual property developed by QBIT,
its employees or its assignees was acquired by the Company in exchange for
3,000,000 shares of the Company's common stock (the "QBIT Transaction"). As of
June 30, 2000, the Company owned 6.3% of the outstanding capital stock of QBIT
as a result the QBIT Transaction. The Company believed the research and
development being pursued by QBIT in commercial applications of quantum
mechanics, and specifically the quantum control of biochemical processes, would
be applicable to, and complement, the Company's technology and products, which
was the purpose of the Company's acquisition of an interest in QBIT. The
molecular biology intellectual property acquired from QBIT (the "QBIT IP") was
comprised of (i) U.S. Patent Application -- Serial No. 09/397,783 (filed
September 16, 1999 -- continuation-in-part 09/169,793) -- entitled "Enzymatic
Synthesis of ssDNA"; (ii) International Application -- No. PCT/US99/23933 --
Publication No. WO 00/22113 (filed October 12, 1999) -- entitled "Enzymatic
Synthesis of ssDNA"; and (iii) U.S. Patent Application (filed March 6, 2000) --
CIP of 09/397,783 and 09/169,793 and 09/877,251 and 08/236,504) -- entitled
"Enzymatic Synthesis of ssDNA In Vivo." Mr. Michael Skillern, the Chief
Executive Officer of QBIT, is an inventor listed in each of the foregoing
applications.
The Company and QBIT agreed on October 6, 2000 to rescind the QBIT
Transaction (the "QBIT Rescission") and Mr. Skillern assigned to the Company the
QBIT IP in consideration for nominal consideration paid by the Company and the
Company's agreement to effect the QBIT Rescission. QBIT has returned to the
Company 3,000,000 shares of the Company's common stock and the Company has
returned to QBIT 3,000,000 shares of QBIT common stock. Each of the Malcolm H.
Skolnick, the Company's Chief Executive Officer, Dell T. Gibson, the Company's
Executive Vice President, and Lawrence Wunderlich, the Company's Chief Financial
Officer, served as a director of QBIT until October 6, 2000, upon which date
those gentlemen resigned as directors of QBIT in connection with the QBIT
Rescission. Also on that date, Mr. Skillern resigned as a director of the
Company.
Each of the foregoing officers of the Company and Mr. Skillern, own
1,000,000 of the outstanding shares of QBIT (or, as of June 30, 2000, an
aggregate of 8.3% of QBIT's outstanding shares). The ownership of these shares
was not affected by the QBIT Rescission. Thus, notwithstanding anything to the
contrary set forth in this document, the Company no longer owns any shares
common stock of QBIT, QBIT no longer owns any shares of common stock of the
Company, Mr. Skillern no longer serves as a director of the Company and none of
Dr. Skolnick or Messrs. Gibson and Wunderlich serve as directors of QBIT.
INTRODUCTION
Widely published scientific studies conducted over the last twenty years by
leading universities, including the University of Nebraska, University of Texas
and University of Pennsylvania, private research laboratories and the National
Institute of Health have established that most diseases are the result of
malfunctioning genes in the human genome, or the activities of rogue genes
called viruses. This genetic activity causes the production of harmful proteins
that lead to the symptoms and destructive results of disease. Examples of
diseases caused by the production of such harmful proteins include cancer and
certain cardiovascular diseases.
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In many instances it is possible to inhibit the production of harmful proteins
by introducing small molecules of specific genetic material into the cells
themselves. These molecules bind to the strings of messenger ribonucleic acid
(mRNA), and inhibit the mRNA from making the harmful protein. This is called
"Antisense" therapy.
The key to success with Antisense therapy is to insure that sufficient
quantities of the Antisense molecules ultimately appear in the cells. CytoGenix
has invented what functions as a tiny biological "factory" that, after
introduction into the nucleus of the cell, actually produces many copies of the
Antisense molecules in the cell. The business of CytoGenix is to refine this
technology and apply it to the delivery of various patented Antisense molecules
for the development of effective therapeutic drugs.
THE HUMAN GENOME
The U.S. Department of Energy defines the human genome as follows: "the complete
set of instructions for making an organism is called its genome. It contains the
master blueprint for all cellular structures and activities for the lifetime of
the cell or organism. Found in every nucleus of a person's many trillions of
cells, the human genome consists of tightly coiled threads of deoxyribonucleic
acid (DNA) and associated protein molecules, organized into structures called
chromosomes. For each organism, the chromosomes encode all the information
necessary for building and maintaining life, from simple bacteria to remarkably
complex human beings. Understanding how DNA performs this function requires some
knowledge of its structure and organization."
The chromosomes are made up of complementary intertwined strands of DNA: one is
labeled positive and the other negative. The negative strand of the DNA produces
single strands of positive nucleotides (messenger RNA), each of which move
around in the cell carrying coded instructions for the production of a specific
protein.
By studying how genes function in the human genome and understanding how they go
awry, scientists are developing new therapies designed to attack the underlying
causes of disease, not just the symptoms. Makers of the new gene-based drugs
anticipate those drugs will offer advantages over existing treatments, which
merely attack the symptoms of a disease, by providing therapies that attack the
underlying causes of disease. The Company is aware of only one proven product
that constitutes an Antisense therapy, VitraveneTM, which was approved for
marketing in the United States on August 26, 1998, for treatment of
cytomegalovirus retinitis but was not developed by the Company. There can be no
assurance that any additional Antisense drugs for illnesses other than
cytomegalovirus retinitis will be approved for marketing in the United States.
ANTISENSE THERAPY
Management believes antisense therapy can be useful in treating diseases that
respond to a reduction in the production of harmful proteins. A key distinction
of Antisense therapy is that it intervenes much earlier in the disease process
than traditional drug therapies. The following is a brief explanation of
Antisense therapy.
To produce a protein, a cell first makes a positive copy of the DNA code
containing the information necessary to produce the protein. This messenger RNA
is called the "sense" molecule. This message-carrying molecule then moves to
another part of the cell where it assembles the biochemical components to
produce proteins.
Since the messenger RNA sequence is the complement to its originating gene
sequence, scientists use the information content, or code of the original DNA
nucleotide sequence to construct the highly specific, complementary "Antisense"
molecule. Antisense molecules are free floating single strands of (negative) DNA
that specifically bind to and neutralize the (positive) messenger RNA strands to
prevent the production of specific proteins, and must be replicated in large
numbers in the cells to be effective.
Antisense molecules do not have the potential for toxicity associated with
traditional chemical or herbal compounds because they are expressed within the
cell and because of their specificity. Extensive research has demonstrated that
Antisense molecules either bind with the messenger RNA or are simply dissolved
into natural components, which are found in, and generally are not harmful to,
the body. In addition, Antisense molecules can be designed to treat a wide range
of infectious and inflammatory diseases, cardiovascular diseases, and cancer.
Biotech researchers have identified and patented over 600 different species of
the single stranded DNA molecules that are potential Antisense agents. The
impediment to developing effective therapies using the Antisense molecules
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has heretofore been the problem of "delivering" them into individual cells in
sufficient numbers where they can bind to the offending messenger RNA and
prevent the production of the resulting harmful proteins. This binding activity
involves the design and use of a genetically engineered single stranded DNA
intracellular molecule synthesizer called an expression vector.
CytoGenix has developed a intracellular single stranded expression vector
(TroVec(TM)) that enables the final stage "delivery" by actually synthesizing
sequence specific Antisense DNA molecules in the cell. The vector remains in the
cell and continues to synthesize Antisense molecules to cancel the messenger RNA
and prevent the production of harmful proteins.
DEVELOPMENT TO DATE
The ssDNA expression vector technology (Antisense molecule delivery system) was
developed as the direct result of an exclusive license and sponsored research
agreement with Dr. Charles Conrad and InGene, Inc. Dr. Conrad first invented and
obtained a patent on the precursor technology of expressing single strands of
sequence specific DNA in bacteria as a research laboratory technique, not
contemplating any therapeutic use in living organisms. He developed the first
version of the vector as a commercial product, but later abandoned the
enterprise to complete his medical training. Dr. Conrad is not associated with
the Company in any way other than by membership on the Company's Scientific
Advisory Board and through the prior licensing to the Company of certain rights
to technology developed by him.
CytoGenix negotiated the license to obtain rights to the technology, revived the
patent that had been filed by Dr. Conrad and entered into a sponsored research
agreement with Dr. Conrad and InGene, Inc., an entity he had formed to develop
the technology. These activities enabled the Company's expansion and refinement
of the technology for possible use in human and animal therapies and
agriculture. The technology was proven by Dr. Conrad and associates in the
laboratories in July 1998 and Dr. Conrad's findings have been confirmed and
submitted for publication in the ANTISENSE AND NUCLEIC ACID DRUG DEVELOPMENT
JOURNAL on April 4, 2000.
On December 28, 1998 the United States Patent Office (USPTO) notified the
Company that it has allowed all the claims contained in the patent application
for the Company's single stranded DNA expression vector. On April 25, 2000 , Dr.
Charles Conrad was issued the patent for its stranded DNA expression vector
under United States Patent No. 6,054,299 entitled, "Methods and Compositions for
Producing Single-stranded cloned DNA in eukaryotic cells", which the Company has
the exclusive worldwide license to utilize. There are nine additional pending
patent applications describing the Company's technology. Two other patent
applications filed through the Patent Cooperation Treaty (PCT) were published on
April 20, 2000. The first patent was No. WO 00/22113 entitled, "Enzymatic
Synthesis of ssDNA." The second patent was No. WO 00/22114 and entitled
"Production of ssDNA in vivo." These patents are important to the Company
because they help form the basis of the technology needed for the production of
TroVec(TM) and other products.
The Company has budgeted for five live animal studies in 2000. The first is in
progress at the Southwest Foundation for Biomedical Research in San Antonio. It
has begun with tissue studies and will progress to mouse studies and eventually
primate studies to Antisense SIV, the monkey version of the human HIV virus.
A second animal trial is being conducted under a sponsored research agreement
with Baylor College of Medicine. This study will test the vector in combination
with an Antisense molecule for the treatment of pulmonary inflammation.
A second sponsored research agreement at Baylor College of Medicine has also
been initiated. The objectives of this study are to verify effective Antisense
molecules for psoriasis and melanoma. This research is designed to develop a
compound to be applied to skin in order to effect the Antisense therapy, which
is the method of treatment delivery the Company believes is the most likely to
succeed for those diseases. The Company has not attempted to develop a method of
delivering treatment either in pill form or as an injection, and there can be no
assurance those alternative delivery methods will ever be available for the
Company's products.
The specifics of the additional budgeted animal tests are not yet decided,
however animal tests are required to gather data before human testing can be
undertaken by persons wishing deliver their Antisense molecules using the
Company's vector delivery system.
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It has been reported in the scientific literature, such as in the Reuters
Business Insight 2000 publication, ANTISENSE THERAPY: TECHNICAL ASPECTS AND
COMMERCIAL OPPORTUNITIES by Prof. Dr. K.K. Jain M.D., that other Antisense
molecule delivery methods have failed to provide sufficient quantities to be
therapeutically effective except in limited applications. Laboratory cell
culture studies have demonstrated that the Company's ssDNA expression vector can
adequately deliver sequence specific Antisense molecules in sufficient
quantities in virtually all cell types, thereby overcoming many of the problems
expressed in the literature. The Company plans to extend expression achieved in
cell cultures to cells in live animals as has been discussed above.
The Company has submitted for publication a comprehensive manuscript describing
these studies showing evidence of expression of various Antisense molecules in
the cell cultures investigated. The authors of this manuscript are Charles
Conrad, MD, Yin Chen, Ph.D. and Robert Roxby, Ph.D. Dr. Chen is now working
full-time in the Company's on-site laboratory.
The Company has spent approximately $1.6 million during the two years ended
December 31, 1999, on its research and development activities.
The Company has the following 8 full-time employees:
Malcolm H. Skolnick, Ph.D., J.D., has served as the Company's President and
Chief Executive Officer since September 1, 1999. Dr. Skolnick oversees all
business operations management team. Dr. Skolnick retired from his position as
Professor of Technology and Health Law at the University of Texas School of
Public Health on June 1, 2000, and also serves on the Boards of Biodyne, Inc.,
Public Health Services, Inc., QBIT, Inc. and several non-profit foundations.
Jonathan Elliston, Ph.D., J.D., M.B.A., has served as the Company's Director of
Strategic Planning and Intellectual Property since September 1, 1999 and as the
Company's Vice President of Research and Development since April 11, 2000. He is
in charge of managing and creating intellectual property and manages laboratory
operations. He is also the primary contact for science and technology.
Ms. Kim Totsky was hired as an Executive Assistant on November 1, 1999. She
assists management with day-to-day operations, bookkeeping and scheduling.
Mr. Dell T. Gibson has been employed by the Company since its inception in
February 1995 and is its Executive Vice President. Mr. Gibson is responsible for
Investor Relations, Corporate Communications, and business planning and
direction.
Mr. Lawrence Wunderlich has served as the Company's Chief Financial Officer
since August 17, 1998. Mr. Wunderlich manages the financial and accounting
functions of the Company and governmental regulatory compliance issues.
Mr. Maury Fogle has served as the Company's Corporate Finance Associate since
January 17, 2000. Mr. Fogle assists Mr. Wunderlich with regulatory issues and
conducts corporate research for business prospects and opportunities.
Ms. Harilyn McMicken has served as the Company's Chief Research Technician since
May 5, 2000. Ms. McMicken supervises and conducts laboratory research and
experiments.
Yin Chen, Ph.D., has served as the Company's Chief Research Scientist since
February 11, 2000. Dr. Chen oversees laboratory operations and initiates
research projects and experiments.
All primary research and development at CytoGenix is conducted in the on-site
laboratory located adjacent to the executive offices at the same address. The
Company's primary research and development experiments are being conducted in
human lung cancer cells (A549 cells) and human liver cells (HepG2 cells) to
determine the expression levels of single-stranded catalytic DNA and
single-stranded Antisense DNA targeting c-raf kinase mRNA transcripts, bcl-2
mRNA transcripts, and mouse double minute oncogene 2 (MDM2) MRNA transcripts.
Live animal studies are being conducted pursuant to the two sponsored research
agreements described above.
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Dr. Chen supervises the foregoing experiments along with Harilyn McMicken, the
Company's Chief Research Technician. Both Dr. Chen and Ms. McMicken report to
Dr. Elliston. Dr. Elliston oversees all research conducted both in the Company's
facilities and at outside institutions with which the Company has entered into
sponsored research agreements. The Company is relying on Dr. Elliston to develop
products that the Company will ultimately be able to market in the United
States.
The four executive officers of the Company are described further in Item 5,
"Directors, Officers, Promoters and Control Persons."
SCIENTIFIC ADVISORY BOARD
The Scientific Advisory Board (SAB) for CytoGenix is administered by SAB
Executive Secretary, Jonathan Elliston, the Vice President of Research and
Development for the Company. The SAB was formed on August 20, 1998, by the Board
of Directors, to advise the Company on scientific protocol and future
experimental and research endeavors. Members of the SAB who are not employees of
the Company are paid $200.00 per hour for their services. There are no existing
contractual relationships between the Company and any non-employee member of the
SAB other than the license granted by Dr. Conrad to the Company described under
the caption "Development to Date" above.
The following individuals are the members of the Company's Scientific Advisory
Board:
PETER M. GLAZER, MD, PH.D. holds academic degrees from Harvard (BA), Oxford
(MS), and Yale (PhD) and a Medical Degree from Yale University School of
Medicine where he is an Associate Professor of Therapeutic Radiology and
Genetics. His research interests include gene targeting and gene therapy,
genetic instability in cancer, mutagenesis, and DNA repair.
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MALCOLM H. SKOLNICK, PH.D., J.D., is a former Professor of Technology and Health
Law at the School of Public Health in the University of Texas Health Sciences
Center at Houston. Dr. Skolnick pursues research on policy issues at the
interface of science and law.
CHARLES A. CONRAD, M.D. is Board Certified in Psychiatry & Neurology and is in
private practice. He conducts research in molecular biology related to genetic
factors in tumorogenesis and in Antisense technology.
STEPHEN M. HEWITT, M.D., PH.D. is currently conducting medical research as a
resident in Anatomic Pathology in the Laboratory of Pathology, National Cancer
Institute, National Institute of Health.
MARK R. EMMETT, PH.D. is Associate Director and Director of Biological
Applications of the Ion Cyclotron Resonance Center for Interdisciplinary
Magnetic Resonance, National Magnetic Field Laboratory of Florida State
University. Dr. Emmett's research centers on molecular biological applications
in neurochemistry and neuropharmacology.
REGULATORY ISSUES
The United States Food and Drug Administration (FDA) approves compounds that
have been demonstrated as being both safe and effective as individual parts and
in combination for medical use in humans. The FDA also recognizes different
categories of disease, which deserve different approval standards. The most
lenient standard is accorded to those drugs that have been designated
"compassionate use" in that any dangers or side effects they may exhibit are
less harmful than those inherent in the disease itself when compared with the
potential benefits.
Certain diseases have been designated as "orphan" diseases in that there are so
few cases that the major drug companies cannot justify the expense of
investigational development and submitting to the full approval process. Many of
the orphan diseases, although rare, are nonetheless devastating to the patients
and their families from both a physical and financial point of view. The FDA
therefore, has afforded less rigorous requirements for their approval. The
Company will work within the existing FDA guidelines described above to achieve
approval for the use of the Company's technology.
Once a therapeutic drug has been demonstrated in the laboratory, typically in
cell cultures where Antisense compounds are investigated, the drug may be
studied in animals. Laboratory and animal data may be used to apply for a new
drug application (NDA) from the FDA and to support protocols and study designs
for clinical trials submitted to an Institutional Review Board (IRB). Data from
the clinical trials may be submitted to the FDA to complete the NDA process.
Once the FDA approves the NDA, the company may market the drug.
CytoGenix has produced demonstrations in several cell cultures of the expression
capabilities of TroVec(TM). It may require an additional one to three years to
complete adequate animal trials to support initiation of clinical trials for a
specific Antisense compound against a disease. These clinical trials may take
from one to three years. At this time the Company has not yet produced any final
products subject to the approval regulations of the FDA and therefore, cannot
anticipate any approval timetable.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Management's Discussion and Analysis of Plan of Operation contains
forward-looking statements, which involve risks and uncertainties. The Company's
actual results may differ materially from the results discussed in the
forward-looking statements.
The Company has budgeted $2,000,000 for operations in fiscal year 2000, of which
$840,000 has been allocated for general and administrative costs and $930,000
has been allocated for research and development, including five live animal
studies that are estimated to cost $50,000 per study. The scientific protocols
have been determined by Dr. Jonathan Elliston of CytoGenix for three of these
studies. A total of $230,000 has been reserved for contingencies. The Company
will rely on equity financing to satisfy its working capital requirements, and
has as of June 13, 2000, $184,577 of cash on hand for fiscal year 2000. Of the
$930,000 budgeted for research and development expenses, the Company anticipates
$800,000 will be paid pursuant to the terms of the Company's sponsored research
agreements with the Southwest Foundation for Biomedical Research and Baylor
College of Medicine, $34,780 will
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be paid as patent attorneys fees and expenses, $28,935 will be paid as licensing
fees, $28,935 will be paid as salary to the Company's employees and $7,350 will
be paid for supplies.
There are currently over 600 U.S. patents for Antisense molecules with
therapeutic potential, each of which is a prospective licensee for TroVec(TM).
The Company anticipates entering into licenses for a $100,000 initiation fee,
and either a minimum royalty fee of $50,000 per year or a royalty fee equal to
15% of the licensee's net sales, whichever is greater.
In November 1999, CytoGenix formed PharmaGenix, LLC, a joint venture with
Professional Compounding Centers of America (PCCA), that will apply part of the
nucleic acid technology (synthesized DNA and RNA sequences) to developing
products for the 2,500 member compounding pharmacies that are affiliated with
PCCA. These future products will incorporate Antisense molecules within
formulations that could be used for dermatological applications including herpes
simplex infections, psoriasis, shingles, allopoecia, rosacea, and genital warts.
This venture is intended to provide a source of revenue to CytoGenix.
On January 18, 2000 the Company entered into an agreement with Quantum Bit
Induction Technology, Inc. (QBIT). This agreement provides for the exchange of
3,000,000 shares of QBIT common stock and the molecular biology intellectual
property developed by QBIT or its assignees for 3,000,000 shares of CytoGenix
common stock. CytoGenix owns 6.3% of the outstanding capital stock of QBIT as a
result this transaction and management believes this transaction will help
CytoGenix by improving its technological base. CytoGenix believes the research
and development being pursued by QBIT in commercial applications of quantum
mechanics, and specifically the quantum control of biochemical processes, may be
applicable to, and complement, CytoGenix's technology and products in the
future, which is the purpose of CytoGenix's acquisition of an interest in QBIT.
Each of Dr. Skolnick, Mr. Gibson, Mr. Wunderlich and Michael Skillern, a
director of the Company, own 1,000,000 of the outstanding shares of QBIT (or an
aggregate of 8.4% of QBIT's outstanding shares). In addition, each of these
gentlemen serves as a director and Mr. Skillern is the Chief Executive Officer
of QBIT. The molecular biology intellectual property acquired from QBIT is
comprised of (i) U.S. Patent Application -- Serial No. 09/397,783 (filed
September 16, 1999 -- continuation-in-part 09/169,793) -- entitled "Enzymatic
Synthesis of ssDNA"; (ii) International Application -- No. PCT/US99/23933 --
Publication No. WO 00/22113 (filed October 12, 1999) -- entitled "Enzymatic
Synthesis of ssDNA"; and (iii) U.S. Patent Application (filed March 6, 2000) --
CIP of 09/397,783 and 09/169,793 and 09/877,251 and 08/236,504) -- entitled
"Enzymatic Synthesis of ssDNA In Vivo." Mr. Skillern is an inventor listed in
each of the foregoing applications.
The Company's ability to continue operations through June 30, 2001 depends on
its success in obtaining equity financing in an amount sufficient to support its
operations through that date. There is substantial doubt that the Company will
be able to generate sufficient revenues or be able to raise adequate capital to
remain a going concern through June 30, 2001. Based on historical yearly
financial requirements, operating capital of approximately $2 million will be
needed for each of the calendar years 2000 and 2001. Until the Company's shares
of Common Stock are permitted to be quoted on the NASDAQ bulletin board, the
Company does not expect to be able to effect any sales of its Common Stock to
fund its operations, and has not, since March 2000, focused its resources on
attempting to engage in sales of Common Stock.
The Company expects its sources of revenue, for the next several years, to
consist primarily of payments under future product development joint ventures
and of licensing agreements as well as possible royalties. The process of
developing the Company's products will require significant additional research
and development, preclinical testing and clinical trials, as well as regulatory
approvals. These activities, together with the Company's general and
administrative expenses, are expected to result in operating losses for at least
two more years. The Company will not receive product revenue from therapeutic
products unless it completes clinical trials and successfully commercializes or
arranges for the commercialization of one or more products, the accomplishment
of which no assurance can be given.
The Company is subject to risks common to biopharmaceutical companies, including
risks inherent in its research and development efforts and clinical trials,
reliance on collaborative partners, enforcement of patent and proprietary
rights, the need for future capital, potential competition and uncertainty in
obtaining required regulatory approval. In order for a product to be
commercialized, it will be necessary for the Company and its collaborators to
conduct pre-clinical tests and clinical trials, demonstrate efficacy and safety
of the Company's product candidates, obtain regulatory clearances and enter into
distribution and marketing arrangements either directly or through sublicenses.
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From the Company's inception through the date of this document, the major role
of management has been to obtain sufficient funding for required research,
monitoring research progress and developing and licensing intellectual property.
The Company's operating strategy has been as follows:
1) Equity funding has been the primary source of working capital for the Company
along with limited government and private grants, whenever possible. Debt
financing has not been available to the Company on acceptable terms.
2) The management team has attempted to keep overhead low and dedicated the
largest share of available funds for research and development.
3) The Company has vigorously pursued prosecution of its patents (both its
licensed technology and internally developed technology).
The Company's plans for the next 2 years are:
1) Complete the animal studies now underway.
2) Commission additional animal studies that meet the necessary criteria of
applicability and extrapolation to clinical studies, or where the market
(defined by animal disease prevalence) is demonstrated.
3) Identify promising "compassionate use" therapies that qualify for fast-track
FDA approval to demonstrate safety and efficacy in human trials.
4) Identify Antisense molecules related to specific dermatological conditions
and develop cosmetic preparations, which can be compounded and applied by
patients for these conditions.
In addition, the Company is posting Requests for Proposals (RFP) from
independent research facilities to conduct additional animal studies suggested
by the CytoGenix Scientific Advisory Board. The protocols for the future animal
studies have not been determined at this time.
IN-KIND STOCK SWAP
In January 1999, rules governing Regulation D, 504 private placements under the
Securities Act of 1933 were amended by the U.S. Securities and Exchange
Commission whereby issuers were compelled to only offer restricted stock to
investors if a public offering cannot be undertaken. Prior to this amendment,
issuers were permitted to offer and sell up to $1,000,000 of freely transferable
shares per annum to investors, typically at a slight discount to market in order
to secure equity financing.
In order to continue to fund future operations of the Company, the Company's
management decided on May 13, 1999, to offer all current shareholders the
opportunity to exchange their shares that are not restricted for restricted
shares at a ratio of two shares of restricted stock per one share of outstanding
stock. It was the Company's belief at that time that the unrestricted shares
could be sold by the Company to individual investors without registration as a
means to fund the Company.
The Company initially proposed to issue a total of 20,000,000 restricted shares
in exchange for 10,000,000 outstanding shares. The outstanding shares would then
be sold by the Company in the market and in private transactions. Between, May
16, 1999 and August 21, 1999, a total of 424 existing shareholders agreed to
exchange a total of 5,885,356 outstanding shares for 11,770,712 restricted
shares. The Company then, in a series of brokerage and private transactions,
sold a total of 2,611,576 shares of which 798,304 shares were sold through
December 31, 1999 for $480,563 and the remaining 1,813,272 shares were sold
through March 31, 2000 for $887,250 as a result of this activity. The Company
retained a total of 3,273,780 shares that it received from shareholders in the
treasury of the Company.
It is possible that the sale of the 2,611,576 shares described above may have
violated securities registration provisions of the federal and state securities
laws which could subject the Company to fines, penalties or other regulatory
enforcement action. There can be no assurance that the SEC or applicable state
authorities will not pursue any enforcement action. Additionally, it is possible
that shareholders who purchased the shares described above in
8
<PAGE>
market transactions may have the right under state and federal securities laws
to require the Company to repurchase their shares, for the amount originally
paid, plus interest.
Based upon the best information available to the Company at this time, the
Company has calculated the amount of possible exposure that exists for the
Company in light of the possible civil liabilities described above. In the event
that these possible civil liabilities are asserted, the Company could be liable
to certain shareholders who originally purchased the securities in market
transactions in an amount of approximately $ 1,367,813 plus interest.
The results of the completion of the in kind stock swap are:
Number of restricted shares issued: 11,770,712 shares
Number of outstanding shares transferred to treasury: 5,885,356 shares
Number of shares sold from treasury: 2,611,576 shares
Number of shares remaining in treasury: 3,273,780 shares
None of the remaining shares placed in the Company treasury from the in-kind
stock swap will be sold without being registered or without a valid exemption
from registration.
The total number of shares of common stock outstanding as of March 31, 2000 is
31,835,837.
QUANTUM BIT INDUCTION TECHNOLOGY, INC. COMMERCIALIZATION AGREEMENT
On January 18, 2000 the Company entered into an agreement with Quantum Bit
Induction Technology, Inc. ("QBIT") of Houston, Texas, an entity in which Dr.
Skolnick, Mr. Gibson, Mr. Wunderlich and Michael Skillern, a director of the
Company, own 4,000,000 (or 8.4%) of the 47,470,500 outstanding shares of capital
stock of QBIT (the "QBIT Agreement"). Pursuant to the QBIT Agreement, the
Company acquired all of the molecular biology technology developed by QBIT and
its personnel. The QBIT Agreement also provides for 3,000,000 shares of the
Company's common stock to be issued to QBIT in exchange for 3,000,000 shares of
QBIT common stock.
The molecular biology intellectual property acquired from QBIT is comprised of
(i) U.S. Patent Application -- Serial No. 09/397,783 (filed September 16, 1999
-- continuation-in-part ("CIP") 09/169,793) -- entitled "Enzymatic Synthesis of
ssDNA"; (ii) International Application -- No. PCT/US99/23933 -- Publication No.
WO 00/22113 (filed October 12, 1999) -- entitled "Enzymatic Synthesis of ssDNA";
and (iii) U.S. Patent Application (filed March 6, 2000) -- CIP of 09/397,783 and
09/169,793 and 09/877,251 and 08/236,504) -- entitled "Enzymatic Synthesis of
ssDNA In Vivo." Mr. Skillern is an inventor listed in each of the foregoing
applications.
PHYSICAL THERAPY ASSOCIATES
CytoGenix's Board of Directors approved the purchase of Physical Therapy
Associates (PTA) in 1996 for 1.5 million shares of Common Stock, in order to
acquire technical expertise in traditional nerve damage therapy and to provide a
platform for future clinical trials contemplated after the necessary molecular
biology research was completed.
This line of research was subsequently suspended when the more promising
Antisense molecule delivery (ssDNA expression vector) technology was identified,
because of insufficient resources to pursue both research objectives
simultaneously. CytoGenix was unable to execute a final purchase agreement with
PTA and therefore the sole shareholder of PTA, Mr. Michael Walters, a director
of CytoGenix, repaid 1,000,000 of the CytoGenix shares but retained the balance
(500,000 shares) as compensation for certain services provided by Mr. Walters to
the Company.
CHANGES IN MANAGEMENT
In May 1999 Laurence Mealey, former Chief Executive Officer of the Company,
died. Subsequently, Mike Skillern assumed the position of temporary Chief
Executive Officer and President.
On September 1, 1999, Malcolm Skolnick was appointed as Chief Executive Officer
and President of the Company. He was also appointed as a director of the Company
beginning September 1, 1999 for a term of three years.
9
<PAGE>
Lawrence Wunderlich, Chief Financial Officer and Corporate Secretary was also
appointed to the Board of Directors on September 1, 1999 for a term of three
years.
Michael Skillern resigned as Vice President for Research and Development on
January 15, 2000. He was replaced by Dr. Elliston on April 15, 2000. Mr.
Skillern continues to serve as a director for the Company.
RESULTS OF OPERATIONS
The Company expects to incur net losses for the foreseeable future. There
can be no assurance that revenues will ever be generated from the Company's
research and development efforts.
COMPARISON OF 1999 VERSUS 1998. The Company had a net loss of $4,718,871
in 1999, a 396.5% increase from the 1998 net loss. Expenses in 1999 were
$1,653,239, a 73.9% increase from 1998 expenses. General and administrative
expenses in 1999 increased to $973,166, a 8,112.4% increase from 1998 general
and administrative expenses. This increase is primarily attributable to (i) the
hiring of additional personnel and (ii) the Company's change in its method of
accounting for start up costs to conform with SOP 98-5 "Reporting on the Costs
of Start-up Activities." Research and development expenses in 1999 decreased to
$671,429, a 27.9% decrease from 1998. This decrease is primarily attributable to
the significant stock issuances in 1998 as compensation for research and
development, which did not reoccur in 1999. Income in 1999, which consists
primarily form investment income related to cash on hand, was $1,375, a 2,154.1%
increase from 1998. The Company's funds were invested in short-term investment
grade securities, including money market funds, commercial paper, banker's
acceptances and certificates of deposit. The $641,429 of research and
development expenses for 1999 is comprised of $394,260 paid pursuant to the
terms of the Company's sponsored research agreements, $211,500 paid as licensing
fees, $65,094 paid as patent attorney fees and expenses and $575 paid for
supplies. The $931,864 of research and development expenses for 1998 is
comprised of $798,119 paid pursuant to the terms of the Company's sponsored
research agreements, $78,880 paid as licensing fees, $20,594 paid as patent
attorney fees and expenses, $33,958 paid as salary to Company employees and $313
paid for supplies.
COMPARISON OF THE FIRST QUARTER OF 2000 VERSUS THE FIRST QUARTER OF 1999.
The Company had a net loss of $592,045 in 2000, a 82.1% decrease from the 1999
net loss. Expenses in 2000 were $592,045, a 149.5% increase from 1999 expenses.
General and administrative expenses in 2000 increased to $504,811, a 243.9%
increase from 1999 general and administrative expenses. This increase is
primarily attributable to (i) the hiring of additional personnel and (ii) the
Company's change in its method of accounting for start up costs to conform with
SOP 98-5 "Reporting on the Costs of Start-up Activities." Research and
development expenses in 2000 increased slightly to $84,319, a 3.0% increase from
1999. No income was generated in the first quarter of 2000.
ITEM 3. DESCRIPTION OF PROPERTY.
The Company's corporate executive offices are located at 9881 So. Wilcrest,
Houston, TX 77099. The Company has occupied approximately 4200 square feet of
executive office and laboratory space since December 1999. The facility is in
good condition and is adequate for the Company's current operations. Rent on the
facility is $2,046.00 per month.
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<PAGE>
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Principal Shareholders
The following table sets forth the name and address, as of March 17, 2000, and
the approximate number of shares of Common Stock of the Company owned of record
or beneficially by each person who owned of record, or was known by the Company
to own beneficially, more than 5% of the Company's Common Stock, and the name
and ownership rights of each executive officer and director, and all officers
and directors as a group.
NAME AND ADDRESS OF NUMBER PERCENT OF
BENEFICIAL OWNER OF SHARES SHARES
---------------- --------- ----------
Michael Skillern(1)
2900 South Gessner, #504
Houston, Texas 77063 1,214,424 3.8%
Dell T. Gibson (2)
9881 So. Wilcrest
Houston, Texas 77099 1,968,029 6.2%
Lawrence Wunderlich
9881 So. Wilcrest
Houston, Texas 77099 172,325 *
Nelson Bunker Hunt
Hunt Exploration Mining Co.
1601 Elm St., Suite 1500
Dallas, Texas 75201 2,391,976 7.5%
Quantum Bit Induction
Technology, Inc.(3)
6524 San Felipe, #445
Houston, Texas 77057 3,000,000 9.4%
Michael Walters, L.P.T.
1220 Blalock, #220
Houston, Texas 77055 500,000 1.6%
Jonathan Elliston
9801 So. Wilcrest
Houston, Texas 77099 110,088 *
Malcolm H. Skolnick, Ph.D., J.D.
9881 So. Wilcrest
Houston, Texas 77099 1,149,899 3.6%
All Executive Officers and Directors
as a group (six persons) 5,114,765 16.1%
-----------------------
* Less than 1%
(1) Includes 1,190,363 shares owned of record by the Skillern Family Partnership
Ltd., which shares Mr. Skillern has the sole authority to vote or dispose.
(2) Includes 20,000 shares held of record by Mr. Gibson's spouse and 397,691
shares held of record by Texas Land & Equities, Inc., a corporation controlled
by Mr. Gibson.
(3) Dr. Skolnick and Messrs. Skillern, Gibson and Wunderlich serve as directors,
and Mr. Skillern is the chief executive officer, of QBIT. The seven-member board
of directors of QBIT has the sole authority to vote or dispose of the shares of
Common Stock owned by QBIT.
11
<PAGE>
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
The following table sets forth certain information with respect to each of the
Directors, executive Officers, key employees and control persons of the Company.
NAME AGE TITLE
Malcolm H. Skolnick 64 Chief Executive Officer, President, Director
Term of Office: 1999 to 2002
Dell T. Gibson 62 Executive Vice President, Chairman of the Board
Term of Office: 1999 to 2002
Michael Skillern 33 Director
Term of Office: 1998 to 2001
Lawrence Wunderlich 42 Chief Financial Officer, Director
Term of Office: 1999 to 2002
Michael Walters 66 Director
Term of Office: 1998 to 2001
Jonathan Elliston 42 Vice President of Research & Development
Term of Office: 1999 to present
None of the members of management are related. The Company has executed an
employment agreement with each of the officers of the Company. Employment
compensation can be made in the form of cash or restricted common stock at the
prevailing ask price of the stock. The executive officers are given the option
of accruing cash payments until such time as the Company can afford to make such
payments, in the sole discretion of the Board of Directors. The payment of stock
is based on the closing asked price of the Company's common stock on the 1st and
15th of each month for the preceding pay period.
Dr. Skolnick has been the Chief Executive Officer and President of the Company
since September 1, 1999. Prior to that time and for the last 30 years Dr.
Skolnick was a Professor in the University of Texas Health Sciences Center at
Houston. Dr. Skolnick received a Ph.D. in physics from Cornell University and a
J.D. from the University of Houston. He is licensed to practice law in Texas and
is a registered patent attorney. He has practiced intellectual property law,
been active in technology transfer and licensing activities and serves on the
Boards of Biodyne, Inc., Public Health Services, Inc., QBIT, Inc. and several
non-profit foundations.
Mr. Skillern was an officer of the Company from February 1995 to January 2000.
Mr. Skillern is a founder of the Company and currently serves as a Director. Mr.
Skillern serves as one of three general partners for Skillern Family
Partnership, Ltd. which owns of record 1,190,363 shares of Common Stock.
Mr. Gibson has been an officer of the Company since February, 1995. He is a
graduate of the University of Texas in Austin. Mr. Gibson has previously worked
in a wide variety of Sales, Marketing and Management positions with companies
such as Searle Cardio Pulmonary Instruments and AMSCO Rehab. Mr. Gibson
currently serves as the Company's Executive Vice President and as a Director.
Mr. Wunderlich worked as a financial consultant at the investment banking firm
of Josephthal and Company from October 1996 until August 1998. At that time, Mr.
Wunderlich became the Company's Chief Financial Officer. Prior to his employment
with Josephthal, Mr. Wunderlich co-owned The Language Loop, a translation
service from 1991 to 1996 and held the position of President. Mr. Wunderlich
attended the University of Vienna and Manhattan College in Riverdale, New York.
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Mr. Walters has been a Director since February, 1995, is a Licensed Physical
Therapist and has been in private practice for over 36 years.
ITEM 6. EXECUTIVE COMPENSATION
The Company has entered into an employment agreement with Dr. Skolnick. In
addition to salary, Dr. Skolnick has the option each quarter to purchase common
stock at a price per share equal to $0.001 in an amount equivalent to 25% of his
gross salary computed at the closing price on the last day of each pay period.
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<PAGE>
The following table sets forth certain information concerning compensation of
each person that served as the Company's Chief Executive Officer during the last
fiscal year of the Company. No executive officers of the Company were paid
aggregate cash compensation exceeding $100,000 during the last fiscal year.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARD(S)
SALARY BONUS RESTRICTED STOCK
NAME AND PRINCIPAL POSITION YEAR ($) ($) AWARD(S) ($)
---- -------- -------- ----------------
<S> <C> <C> <C> <C>
Malcolm Skolnick (CEO - .............. 1999 $ 40,000 $ 4,000 $ 7,500
beginning Sept. 9, 1999)(1) .......... 1998 -- -- $ 35,000
1997 -- -- $ 93,750
Michael Skillern) (former CEO - ...... 1999 $ 17,500 $ 1,750 $ 6,875
May 17 through Sept. 1, 1999)(2) ..... 1998 $ 30,000 -- $ 66,627
1997 $ 60,000 -- --
Laurence Mealey (former CEO - ........ 1999 $ 45,000 -- --
May 17, 1998 through May 19, ......... 1998 $ 52,500 -- $ 644,000(3)
1999)
</TABLE>
---------------------
(1) Dr. Skolnick was issued shares of restricted Common Stock as compensation
as follows:
DATE $ VALUE CLOSE PRICE NUMBER OF SHARES
09/01/1999 $1,250 $0.80 1,563
09/15/1999 $1,250 $0.65 1,923
10/01/1999 $1,250 $0.48 2,604
10/15/1999 $1,250 $0.54 2,315
11/01/1999 $1,250 $0.53 2,358
11/15/1999 $1,250 $0.46 2,717
12/01/1999 $1,250 $0.65 1,923
12/15/1999 $1,250 $0.66 1,894
03/11/1998 $35,000 $0.35 100,000
03/01/1997 $93,750 $0.1875 500,000
(2) Mr. Skillern was issued shares of restricted Common Stock as compensation
as follows:
DATE $ VALUE CLOSE PRICE TOTAL SHARES
06/01/1999 $625 $0.68 919
06/15/1999 $625 $0.57 1,096
07/01/1999 $625 $0.66 947
07/15/1999 $625 $0.50 1,250
08/01/1999 $625 $0.48 1,302
08/15/1999 $625 $0.55 1,136
09/01/1999 $625 $0.80 781
09/15/1999 $625 $0.65 962
10/01/1999 $625 $0.48 1,302
10/15/1999 $625 $0.54 1,157
11/01/1999 $625 $0.53 1,179
03/11/1998 $66,627 $0.35 190,363
14
<PAGE>
(3) Mr. Mealey was issued shares of restricted Common Stock as compensation as
follows:
DATE $ VALUE CLOSE PRICE TOTAL SHARES
07/16/1998 $188,000 $0.94 200,000
12/18/1998 $456,000 $0.57 800,000
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In December 1998, the Skillern Family Partnership, on behalf of the Company,
transferred 150,000 of shares of Common Stock held of record by it to Lawrence
Wunderlich as compensation for commencing his employment with the Company and
past and future services provided, valued at $82,500.00 (or $0.55 per share). In
April 1999, the Company issued 150,000 shares of Common Stock to the Skillern
Family Partnership as reimbursement for the shares it previously transferred to
Mr. Wunderlich on behalf of the Company, valued at $142,500 (or $0.95 per
share). On January 18, 2000, the Company entered into the QBIT Agreement with
QBIT, a company in which each of Michael Skillern, Lawrence Wunderlich, Malcolm
Skolnick and Dell T. Gibson own 1,000,000 of the outstanding shares of capital
stock. Pursuant to that agreement, QBIT was issued 3,000,000 shares of Common
Stock, valued at $9,000,000. See Item 2, "Quantum Bit Induction Technology, Inc.
Commercialization Agreement" for further information. In April 1999, the Company
was unable to consummate a transaction with PTA and agreed to allow Michael
Walters, the sole shareholder of PTA, to retain 500,000 (with a value of
$440,000, or $0.88 per share) of the 1,500,000 shares previously issued to him
in 1996 in connection with the Company's proposed acquisition of PTA, as
compensation for consulting services he rendered to the Company. Management is
unaware of any other interests of its officers and directors that may create a
potential conflict of interest with the Company.
ITEM 8. DESCRIPTION OF SECURITIES
GENERAL
The holders of Common Stock are entitled to one vote for each share held of
record on all matters to be voted on by stockholders. There is no cumulative
voting with respect to the election of Directors, with the result that the
holders of more than 50% of the Shares voted for the election of Directors can
elect all of the Directors. The holders of Common Stock are entitled to receive
dividends when, as and if declared by the Board of Directors out of funds
legally available therefore. In the event of liquidation, dissolution or wind up
of the Company, the holders of Common Stock are entitled to share ratably in all
assets remaining available for distribution to them after payment of liabilities
and after provision has been made for each class of stock, if any, having
preference over the Common Stock. Holders of Shares of Common Stock as such,
have no conversion, preemptive or other subscription rights, and there are no
redemption provisions applicable to the Common Stock. The Company has no
outstanding debt at this time.
15
<PAGE>
PART II
ITEM 1. MARKET PRICE OF DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS.
PRINCIPAL MARKET
The Company's securities were quoted on the NASD electronic bulletin board, from
February 5, 1996 to February 27, 2000. The Company was delisted from the NASD
electronic bulletin board on February 27, 2000 due to the Company having not
achieved compliance with NASD marketplace rule 6530. The Company's ticker symbol
is "CYGX." The market makers for the Company's common stock are:
Herzog, Heine, Geduld, Inc
USCC Trading/A Division of Fleet Securities
WM.V. Frankel & Co. Inc.
Hill Thompson Magid & Co., Inc.
Wein Securities Corp.
Sharpe Capital, Inc.
Knight Securities, Inc.
Waterhouse Securities, Inc.
Advanced Clearing, Inc.
Continental Broker-Dealer Corp.
Brown & Company Securities Corporation
GVR Company
BID INFORMATION
The high and low bid price for the Company's common stock for each quarter
within the last two fiscal years, as quoted by the OTC Bulletin Board were as
follows. The quotations reflect inter-dealer prices, without retail mark-up,
mark-down or commission and may not represent actual transactions.
HIGH LOW
Fiscal Year Ending December 31, 2000
Second Quarter Ended 06/30/00 2.625 .531
First Quarter Ended 03/31/00 2.25 1.87
Fiscal Year Ending December 31, 1999 .66 .62
Third Quarter Ended 09/30/99 .51 .48
Second Quarter Ended 06/30/99 .66 .62
First Quarter Ended 03/31/99 .94 .91
Fiscal Year Ending December 31, 1998
Fourth Quarter Ended 12/31/98 .54 .51
Third Quarter Ended 09/30/98 .59 .56
Second Quarter Ended 06/30/98 .75 .63
First Quarter Ended 03/31/98 .35 .34
Fiscal Year Ending December 31, 1997
Fourth Quarter Ended 12/31/97 .48 .43
Third Quarter Ended 09/30/97 .20 .20
Second Quarter Ended 06/30/97 .30 .30
First Quarter Ended 03/31/97 .18 .18
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<PAGE>
STOCKHOLDERS
There are approximately 1,260 shareholders of record of the Company as March 31,
2000. The Company has not paid any dividends on its Common Stock. The Board does
not intend to declare any dividends in the foreseeable future.
ITEM 2. LEGAL PROCEEDINGS.
CARTER LAWSUIT
The Company is the holder and owner of a note signed and executed by James
Carter with principal amount of $198,000. The note was issued to the Company as
payment for 600,000 shares of the Company's stock. The Company demanded payment
of the note or return of the stock on February 25, 2000. Mr. Carter defaulted on
payment on March 15, 2000. The Company filed suit on March 22, 2000 in the 125th
Judicial District Court of Harris County, Texas to receive payment on the note
or to recover the stock.
ITEM 3. CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS.
None.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.
As of October 1996 there were 6,194,500 shares of Common Stock outstanding. On
October 30, 1996 the Nevada Agency and Trust Company of Reno, Nevada became the
transfer agency of the Company.
In March 1997, the Company issued 3,687,425 shares of Common Stock. Of those
shares, 2,000,000 were sold to the Skillern Family Partnership Ltd. and
1,000,000 to Dell Gibson for an aggregate price of $565,500 (or $0.1885 per
share) in reliance on the exemption from registration provided by Section 4(2)
of the Securities Act of 1933, as amended ("Section 4(2)") for transactions not
involving a public offering. Of the $565,500, $3,000 was paid in cash and the
remainder represents the value of cash compensation not received in lieu of the
shares issued. The remaining 687,425 shares (Susan Kerr-52,200, Alex
Bernal-135,225 and Malcolm Skolnick-500,000) were issued for services rendered
to the Company valued at an aggregate of $128,892.19 (or $0.1875 per share).
In October through December 1997, the Company sold 825,974 shares of Common
Stock for an aggregate cash price of $129,132 ($0.33 per share) in a private
placement to an accredited investor (M&M Group, Inc.) pursuant to the exemption
from registration provided by Section 3(b) and Rule 504.
In February 1998, the Company sold 800,000 shares of Common Stock for an
aggregate cash price of $264,000 ($0.33 per share) in a private placement to
accredited investors (Jefferson Fund I-50,000 , Gustavo Odio-200,000, Twitchel
Corporation-250,000 and Eagle Holdings Ltd.-300,000) pursuant to the exemption
from registration provided by Section 3(b) and Rule 504.
In March 1998, the Company issued 1,283,960 of Common Stock. Of those shares
759,762 were sold to executive officers/founders (Gibson Family
Partnership-569,399 and the Skillern Family Partnership-190,363) of the Company
for an aggregate price of $266,676.46 (or $0.351 per share) in reliance on the
Section 4(2) exemption. Of the $266,676.46, $759.76 was paid in cash and the
remainder represents the value of cash compensation not received in lieu of the
shares issued. The remaining 524,198 shares (Malcolm Skolnick-100,000, Craig
Tomlinson-15,625, Mark Wisner-23,573, Charles Conrad-125,000, Charles
Boyd-50,000, Harry Morganthal-60,000, William B. Waldorf-150,000) were issued
for services rendered to the Company estimated to be valued at an aggregate of
$183,469.30 (or $0.35 per share).
Also, in March 1998, the Company issued to Allan J. Richardson 30,000 shares of
Common Stock for repayment of a loan for an aggregate price of $11,700 (or $0.39
per share) in reliance on the Section 4(2) exemption.
In June 1998, the Company sold 745,000 shares of Common Stock for an aggregate
cash price of $74,500 (or $0.10 per share) in a private placement to accredited
investors (Cyril Brant-300,000, Joe Gutkowski-45,000, David
17
<PAGE>
Norton-200,000, Marilyn Lewis-10,000 and Delta Equities Belize-190,000) pursuant
to the exemption from registration provided by Section 3(b) and Rule 504.
In July 1998, the Company issued 1,150,000 shares of Common Stock. Of those
shares 231,000 shares (Plan Pro, Inc.-5,000, Jisook Ford-60,000, Geoffrey
Gibson-15,000, Jose Pablo Jiminez-100,000 and William B. Waldorf-50,000) were
issued as payment for services rendered to the Company valued at an aggregate of
$76,230 (or $0.33 per share). In addition, 419,000 of those shares were sold for
an aggregate cash price of $138,270 (or $0.33 per share) in a private placement
to accredited investors (Nimbus Tres S.A.-115,000 and Gustavo Odio-304,000)
pursuant to the exemption from registration provided by Section 3(b) and Rule
504. The remaining 500,000 shares were issued to Ingene, Inc. pursuant to the
terms of a license agreement with InGene, Inc. under which the Company was
granted a license to utilize patents held by Ingene, Inc. and was paid $0.001
per share, aggregating $500.00 in reliance on the Section 4(2) exemption.
Also in July 1998, the Company issued 680,000 shares of Common Stock. Of those
shares 300,000 were sold to executive officers/founders (Dell Gibson-100,000 and
Laurence Mealey-200,000) of the Company for an aggregate price of $516,330 (or
$1.721 per share) in reliance on the Section 4(2) exemption. Of the $516,330,
$300 was paid in cash and the remainder represents the value of cash
compensation not received in lieu of the shares issued. The remaining 380,000
shares (Ellis G. Gibson-30,000, Charles M. Bardwell-200,000, Craig
Tomlinson-50,000, Steven G. Sloat-100,000) were issued for services rendered to
the Company valued at an aggregate of $653,600 (or $1.72 per share).
Also in July 1998, the Company issued 25,000 shares of Common Stock to Charles
M. Bardwell as payments for services rendered, aggregating to $41,405 (or
$1.6562 per share), in reliance on the Section 4(2) exemption.
In September through December 1998, the Company sold 1,000,000 shares of Common
Stock for an aggregate cash price of $500,000 (or $0.50 per share) in a private
placement to accredited investors (Charles Wunderlich-80,000, Bruce
Rich-120,000, Hi-Tel Group-185,000, Newton Rayzor-40,000, Tim Rice-400,000,
Peggy Buchanan-10,000, Kim Golden-40,000, Howard Bregman-50,000, Daniel
Wunderlich-50,000, John Caviness-10,000 and Mark Solomon-15,000) pursuant to the
exemption from registration provided by Section 3(b) and Rule 504.
Also in December 1998, the Company issued 182,780 shares of Common Stock to
Delta Equities as payment for services rendered, aggregating $124,290.40 (or
$0.68 per share), in reliance on the Section 4(2) exemption.
Also in December 1998, the Company issued 881,061 shares of Common Stock. Of
those shares, 800,000 were sold to Laurence Mealey for an aggregate price of
$456,800.00 (or $0.571 per share) in reliance on the Section 4(2) exemption. Of
the $456,800, $800 was paid in cash and the remainder represents the value of
cash compensation not received in lieu of the shares issued. In addition, 81,061
shares (Craig Tomlinson-75,000, Charles Bardwell-6,061) were issued for services
rendered to the Company valued at an aggregate of $46,204.77 (valued at $0.57
per share).
In December 1998, the Skillern Family Partnership, on behalf of the Company,
transferred 150,000 of shares of Common Stock held of record by it to Lawrence
Wunderlich as compensation for commencing his employment with the Company and
past and future services provided, valued at $82,500.00 (or $0.55 per share). In
April 1999, the Company issued 150,000 shares of Common Stock to the Skillern
Family Partnership as reimbursement for the shares it previously transferred to
Mr. Wunderlich on behalf of the Company, valued at $142,500 (or $0.95 per
share), in reliance on the Section 4(2) exemption.
In February 1999, the Company sold 100,000 shares of Common Stock for an
aggregate cash price of $50,000 (or $0.50 per share) in a private placement to
accredited investors (Christopher L. Mealey-30,000 and Stephen Newmark-70,000)
pursuant to the exemption from registration provided by Section 3(b) and Rule
504.
In March 1999, the Company sold 217,220 shares of Common Stock for an aggregate
cash price of $108,610 (or $0.50 per share) in a private placement to accredited
investors (Peter T. Imbert-200,000 and Robert J. Kirk-17,220) pursuant to the
exemption from registration provided by Section 3(b) and Rule 504.
In July 1998, Allan Richardson, on behalf of the Company, transferred 85,000
shares to Debroah C. Friedemann and 55,000 shares to Steven G. Sloat as
compensation for their services to the Company, valued at $70,000 (or $0.50 per
share).
18
<PAGE>
In March 1999, the Company issued 210,000 shares of Common Stock to
Allan Richardson as reimbursement for, and in consideration for, the shares he
previously transferred to Ms. Friedmann and Mr. Sloat, valued at $142,000 (or
$0.676 per share), in reliance on the Section 4(2) exemption.
Between May 16 and August 21, 1999, the Company issued to existing shareholders
11,770,712 shares of Common Stock in reliance on the exemption set forth in
Section 3(a)(9) of the Securities Act of 1933, as amended, in exchange for
5,885,356 shares of Common Stock. See "Item 1 - Description of Business - In
Kind Stock Swap."
In November 1999, the Company sold 578,704 shares of Common Stock from treasury
to Nelson Bunker Hunt for an aggregate cash price of $250,000 (or $0.43 per
share) in a private placement to an accredited investor pursuant to the
exemption from registration provided by Section 3(b) and Rule 504. See, however,
"Item 1 - Description of Business - In Kind Stock Swap" for a description of
this transaction.
In December 1999, the Company issued 76,871 shares of Common Stock to Robert B.
Hydeman as payments for services rendered to the Company valued at an aggregate
of $65,340.35 (or $0.85 per share), in reliance on the Section 4(2) exemption.
In January 2000, the Company sold 1,813,272 shares of Common Stock from treasury
for an aggregate cash price of $750,000 (or $0.413 per share) in a private
placement to Nelson Bunker Hunt, an accredited investor pursuant to the
exemption from registration provided by Section 3(b) and Rule 504. The Company
also sold an additional 219,600 shares from treasury for an aggregate cash price
of $365,813 (or an average of $1.675 per share) in a series of brokerage
transactions, which may have violated securities registration provisions. See
"Item 1. Description of Business - In Kind Stock Swap" above.
Also in January 2000, the Company issued 195,989 shares of Common Stock to
Robert B. Hydeman as payment for services rendered to the Company valued at an
aggregate of $225,387.35 (or $1.15 per share), in reliance on the Section 4(2)
exemption.
In February 2000, the Company issued 337,035 shares of Common Stock. Of those
shares 230,079 were issued to executive officers/founders (Malcolm
Skolnick-39,899, Jonathan Elliston-110,088, Dell Gibson-22,325, Lawrence
Wunderlich-22,325 and Mike Skillern-22,325) and employees (Kim Totsky-2,401 and
Ellis Gibson-10,716) of the Company for an aggregate price of $207,539.33 (or
$0.902 per share) in reliance on the exemption from registration provided by
Section 4(2) for transactions not involving a public offering. Of the
$207,539.33, $230.08 was paid in cash and the remainder represents cash
compensation not received in lieu of the shares issued. The remaining 126,956
shares (Jonathan Skolnick-2,500, Mark Wisner-47,462, Charlie Boyd-22,667,
Stephen M. Hewitt-3,077, Robert Roxby-50,000 and Peter Glazer-1,250) were issued
for services rendered aggregating $117,513 (or $1.125 per share).
In March 2000, the Company issued 3,000,000 shares of Common Stock, 1,000,000 of
which were issued from treasury (all valued at $9,000,000 or $3.00 per share),
to Quantum Bit Technology, Inc. in exchange for its molecular biology
intellectual property and 3,000,000 shares of Quantum Bit Technology, Inc.
common stock pursuant to a joint commercialization agreement and in reliance on
the Section 4(2) exemption.
In March 2000, the Company sold 250,000 shares of Common Stock for an aggregate
cash price of $225,000 (or $0.50 per share) in a private placement to an
accredited investor, Tim Rice, pursuant to the exemption from registration
provided by Section 3(b) and Rule 504.
In April 2000, the Company issued 22,310 shares of Common Stock to executive
officers/founders (Malcolm Skolnick-5,948, Jonathan Elliston-3,469, Dell
Gibson-3,221, Lawrence Wunderlich-3,221 and Mike Skillern-1,736) and employees
(Kim Totsky-1,606, Ellis G. Gibson-833, Maury M. Fogle-1,583, Yin Chen-693) of
the Company for an aggregate price of $33,387.81 (or $1.497 per share) in
reliance on the Section 4(2) exemption. Of the $33,387.81, $22.31 was paid in
cash and the remainder represents cash compensation not received in lieu of the
shares issued.
19
<PAGE>
For all securities transactions discussed above, except where otherwise
indicated:
- No underwriter or placement agent was used in connection with
any of the above-referenced securities transactions, and no
underwriting commissions were paid.
- No means of general solicitation was used in offering the
securities.
- The securities in each transaction were sold to a limited
group of accredited investors in private placement
transactions, exempt from registration under Section 4(2) of
the Securities Act.
- All purchasers of the Company's securities were sophisticated
investors who qualified as accredited investors within the
meaning of Rule 501(a) of Regulation D under the Securities
Act and were provided access to the same kind of information
typically set forth in a registration statement.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company and its affiliates may not be liable to its shareholders for errors
in judgment or other acts or omissions not amounting to intentional misconduct,
fraud or a knowing violation of the law, since provisions have been made in the
Articles of Incorporation and By-laws limiting such liability. The Articles of
Incorporation and By-laws also provide for indemnification of the Officers and
Directors of the Company in most cases for any liability suffered by them or
arising out of their activities as Officers and Directors of the Company if they
were not engaged in intentional misconduct, fraud or a knowing violation of the
law.
20
<PAGE>
To the Board of Directors and Stockholders
of CytoGenix, Inc.
6524 San Felipe, Suite 388
Houston, Texas 77057
I have audited the accompanying balance sheet of CytoGenix, Inc. (a Nevada
corporation in the development stage) as of December 31, 1999 and 1998, and the
related statement of operations, stockholders' equity, and cash flows for the
year then ended and for the period from February 10, 1995 (inception), to
December 31, 1999. These financial statements are the responsibility of the
Company's management. My responsibility is to express an opinion of these
financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of CytoGenix, Inc. as of December 31,
1999 and 1998, and the results of its operations and its cash flows for the year
then ended and for the period from February 10, 1995 (inception), to December
31, 1999, in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has suffered recurring losses from operations
and is dependent on the sale of common stock to fund operations, that raise
substantial doubt about its ability to continue as a going concern. Management's
plans regarding these matters are also described in Note 2. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
As discussed in Note 11 to the financial statements in 1999 the Company changed
its method of accounting for start up costs to conform with SOP 98-5 "Reporting
on the Costs of Start-up Activities."
/s/ Harrie Marie Pollok Operhall
Harrie Marie Pollok Operhall,
A Professional Corporation
Houston, Texas
July 10, 2000, except for the last three paragraphs in Note 14, dated November
2, 2000
F-1
<PAGE>
CYTOGENIX, INC.
(A Development Stage Company)
BALANCE SHEET
As of December 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
------------ -----------
<S> <C> <C>
ASSETS
Cash ..................................................... $ 29,554 $ 173,832
Notes Receivable ......................................... 25,100
Prepaid Expenses & Other Assets .......................... 940 510
------------ -----------
Current assets subtotal ............................. 55,595 174,342
Property & Equipment net ................................. 41,643 32,614
Intangible Assets ........................................ 0 3,067,007
Equity Investment ........................................ 9,973 375,000
------------ -----------
TOTAL ASSETS ..................................... $ 107,210 $ 3,648,963
============ ===========
LIABILITIES & SHAREHOLDERS' EQUITY
LIABILITIES
Accounts Payable .................................... $ 38,787 $ 3,748
Accrued Liabilities ................................. 44,031 5,868
------------ -----------
Total liabilities ................................ 82,818 9,616
Treasury shares sold subject to mandatory repurchase .... 480,568 0
COMMITMENTS AND CONTINGENCIES (Note 3)
SHAREHOLDERS' EQUITY
Common Shares of $0.001 par value
Authorized 50,000,000 shares: issued
29,117,980 and 16,485,700 shares at
December 31, 1999 and l998, respectively ............ 29,117 16,485
Contributed Surplus ..................................... 11,068,106 4,798,038
Stock Warrants .......................................... 25,000
Treasury Stock 5,027,461 and 0 shares at
December 31, 1999 and l998, respectively
Reported at cost ................................... (5,684,352) 0
Deficit accumulated during the development stage .............. (5,894,047) (1,175,176)
------------ -----------
Total Shareholders' Equity .......................... (456,176) 3,639,347
------------ -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY .................... $ 107,210 $ 3,648,963
============ ===========
</TABLE>
THE ACCOMPANYING FOOTNOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS
F-2
<PAGE>
CYTOGENIX, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
Year Ended 12/31/99, 12/31/98 and the period from 02/01/95 (inception) to
12/31/99
<TABLE>
<CAPTION>
Feb. 10, 1995
(Inception) to
12/31/99 12/31/98 12/31/99
------------ ------------ --------------
<S> <C> <C> <C>
Dividend income ....................................... $ 1,375 $ 61 $ 1,633
------------ ------------ --------------
INCOME ................................................ 1,375 61 1,633
Research and development expense ...................... 671,429 931,865 1,817,103
General and administration ............................ 973,166 11,850 991,768
Depreciation .......................................... 8,644 6,722 19,802
------------ ------------ --------------
Expenses .............................................. $ 1,653,239 $ 950,437 $ 2,828,673
------------ ------------ --------------
Income before income taxes and cumulative effect
of change in accounting method ........................ (1,651,864) (950,376) (2,827,040)
Income Taxes .......................................... 0 0 0
------------ ------------ --------------
Income before cumulative effect of change in
accounting method ..................................... (1,651,864) (950,376) (2,827,040)
Cumulative effect of change in accounting method
reporting on costs of start-up activities (net of
income taxes of 0) .................................... (3,067,007) 0 (3,067,007)
------------ ------------ --------------
Net Income (Loss) ..................................... (4,718,871) (950,376) (5,894,047)
============ ============ ==============
Basic earnings per share of common stock:
Before cumulative effect of accounting change ......... (0.07) (0.07) (0.19)
Accounting change ..................................... (0.14) 0.00 (0.21)
------------ ------------ --------------
Net Income ............................................ (0.21) (0.07) (0.41)
------------ ------------ --------------
Weighted average common shares outstanding ............ 22,801,840 13,096,799 14,558,990
============ ============ ==============
</TABLE>
THE ACCOMPANYING FOOTNOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENT
F-3
<PAGE>
CYTOGENIX, INC.
(A Development Stage Company)
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
Year ended December 31, 1999, 1998 and period from 02/10/95 through 12/31/99
CYTOGENIX, INC.
(A Development Stage Company)
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
Year ended December 31, 1999, 1998 and period from 02/10/95 through 12/31/99
<TABLE>
<CAPTION>
DEFICIT
ACCUMULATED
DURING THE TOTAL
CONTRIBUTED TREASURY DEVELOPMENT STOCKHOLDER
SHARES AMOUNT SURPLUS SHARES STAGE EQUITY
----------- -------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Balance, February 5, 1995
Issuance of Common stock ............ 4,584,500 4,584 42,799 47,383
Private Placements .................. 110,000 110 20,890 21,000
Deficit for year ended 12/31/95 ..... (1,067) (1,067)
----------- -------- ----------- ----------- ----------- -----------
Balance, December 31, 1995 ............. 4,694,500 4,694 63,689 (1,067) 67,316
Issuance of shares
Issuance of shares to sole
shareholder of Physical
Therapy Associates ................... 500,000 500 374,500 375,000
Deficit for year ended 12/31/96 ........ (13,616) (13,616)
----------- -------- ----------- ----------- ----------- -----------
Balance, December 31, 1996 ............. 5,194,500 5,194 438,189 (14,683) 428,700
Issuance of shares
For services rendered ................. 3,687,425 3,687 687,705 691,392
Private Placements .................... 825,974 826 128,306 129,132
Deficit for year ended 12/31/97 ....... (210,117) (210,117)
----------- -------- ----------- ----------- ----------- -----------
Balance, December 31, 1997 ............. 9,707,899 9,707 1,254,200 (224,800) 1,039,107
Issuance of shares
Loans from shareholders (Note 7) ...... 212,780 213 135,777 135,990
For services rendered ................ 3,601,021 3,601 2,817,225 2,820,826
Private Placements ................... 2,964,000 2,964 590,836 593,800
Deficit for year ended 12/31/98 ...... (950,376) (950,376)
----------- -------- ----------- ----------- ----------- -----------
Balance, December 31, 1998 ............. 16,485,700 16,485 4,798,038 (1,175,176) 3,639,347
Purchase treasury shares .............. (60,000) (60,000)
Sale of treasury shares ............... 60,000 60,000
Issuance of shares
For services rendered ............... 544,348 544 467,778 468,322
Private Placements .................. 317,220 317 129,709 130,026
Stock warrants ...................... 25,000 25,000
In-Kind stock swap
Issuance of restricted shares
into treasury ....................... 20,000,000 20,000 10,455,016 (10,475,016) --
Retirement of treasury shares ........ (8,229,288) (8,229) (4,301,867) 4,310,096 --
Sale of Treasury Stock (Note 3) ...... (480,568) 480,568 --
Deficit for year ended 12/31/99 ........ (4,718,871) (4,718,871)
----------- -------- ----------- ----------- ----------- -----------
Balance, December 31, 1999 ............. 29,117,980 29,117 11,093,106 (5,684,352) (5,894,047) (456,176)
=========== ======== =========== =========== =========== ===========
</TABLE>
THE ACCOMPANYING FOOTNOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENT
F-4
<PAGE>
CYTOGENIX, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
Year Ended 12/31/99, 12/31/99 and Period 02/10/95 (inception) to 12/31/99
<TABLE>
<CAPTION>
Feb 10, 1995
(Inception) to
12/31/99 12/31/98 12/31/99
---------- ---------- --------------
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Deficit from Operations .................................. (4,718,871) (950,376) (5,894,047)
Adjustments to deficit from operations to net cash:
Depreciation Expense ................................... 8,644 6,723 19,802
Change in accounting ................................... 3,067,007
Stock for Services ..................................... 843,322 2,820,826 4,355,540
Changes in non-cash operating working capital:
Administrative Expenses ................................ (2,331,875)
Prepaid expenses and other assets ...................... (430) (250) (940)
Notes Receivables ...................................... (25,100) (25,100)
Accounts payable ....................................... 35,039 2,823 38,787
Accrued liabilities .................................... 38,163 5,868 44,031
---------- ---------- --------------
Net cash used in operating activities .................... (752,226) (446,261) (1,461,927)
FINANCING ACTIVITIES
Reduction in shareholder loans ......................... (123,374)
Treasury Shares Sold Subject to Mandatory
Repurchase (Note 3) .................................. 480,568 480,568
Issuance of Common Shares for Shareholders' Loan ....... 135,990 135,990
Proceeds from issuance of common shares ................ 155,026 593,800 946,341
---------- ---------- --------------
Net cash provided by financing activities ................ 635,594 606,416 1,562,899
INVESTING ACTIVITIES
Additions to property & equipment ...................... (17,673) (19,538) (61,445)
Investments ............................................ (9,973) 0 (9,973)
---------- ---------- --------------
Net cash used in investing activities .................. (27,646) (19,538) (71,418)
---------- ---------- --------------
INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENT ................................................. (144,278) 140,617 29,554
CASH AND CASH EQUIVALENT, BEGINNING OF PERIOD .............. 173,832 33,215 0
---------- ---------- --------------
CASH AND CASH EQUIVALENT, END OF PERIOD .................... 29,554 173,832 29,554
========== ========== ==============
NON CASH ITEMS:
Stock issued for capitalized
administrative expenses ................................. 0 2,015,956 0
---------- ---------- --------------
</TABLE>
THE ACCOMPANYING FOOTNOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS
F-5
<PAGE>
CYTOGENIX, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 1.-ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS
CytoGenix, Inc. was incorporated in Nevada on February 10, 1995. It is a
biotechnology company focusing on controlled cellular dedifferentiation and
transdifferentiation processes. The Company has acquired the exclusive rights
for applications to a specialized expression vector capable of producing single
stranded DNA (ssDNA) in both eukaryotes and prokaryotes.
Historically, equity funding has been the only source of operational and
research support. Capital resources have been carefully husbanded with the bulk
of the cash funding allocated directly to research with administrative overhead
held to a minimum.
CASH AND CASH EQUIVALENT
All short-term highly liquid investments that have an original maturity date of
three months or less are considered cash equivalents.
PROPERTY AND EQUIPMENT
Property and equipment, are carried at cost, less accumulated depreciation and
amortization.
Depreciation commences at the time assets are placed in service and is computed
using the straight-line method over the estimated useful lives of the assets
(five to seven years).
STOCK-BASED COMPENSATION
In accordance with Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation" ("SFAS 123"), the Company has elected
to continue to account for stock-based compensation using the intrinsic value
method prescribed in Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees" and related interpretations. Accordingly,
compensation cost for stock transactions are measured as the excess, if any, of
the market price of the Company's common stock at the date of grant over the
stock option exercise price.
Stock compensation expense for stock granted to non-employees has been
determined in accordance with SFAS 123 and the Emerging Issues Task Force
consensus in Issue No. 96-18, "Accounting for Equity Instruments that are Issued
to Other than Employees for Acquiring, or in Conjunction with Selling, Goods or
Services" ("EITF 96-18"), as the fair value of the consideration received or the
fair value of the equity instruments issued, whichever is more reliably
measured.
NET LOSS PER SHARE
Basic loss per share is calculated based on the net loss applicable to common
shareholders divided by the weighted average number of common shares outstanding
for the period excluding any dilutive effects of options, warrants and
convertible securities. Diluted earnings per share, if separately presented,
would assume the conversion of all dilutive securities, such as options,
warrants and convertible preferred stock. Due to the Company's history of
losses, all such securities have been anti-dilutive.
F-6
<PAGE>
CYTOGENIX, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
INCOME TAXES
The Company accounts for income taxes using the liability method under Statement
of Accounting Standards No. 109, "Accounting for Income Taxes."
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates. As of December 31, 1999 the
Company's most significant estimates related to the calculation of depreciation
expense.
PATENTS.
Patent and patent application costs are expensed as incurred.
REVENUE RECOGNITION
Currently the Company's only source of income has been as a result of dividends.
This income is recognized in the period in which dividends are declared.
FINANCIAL INSTRUMENTS
The Company's financial instruments consist of cash and cash equivalent, and
equity investment. As of December 31, 1999 and 1998, the cost of financial
instruments approximate fair value.
RECLASSIFICATION
Certain prior year items have been reclassified to conform to the current
presentation.
F-7
<PAGE>
CYTOGENIX, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 2 - LIQUIDITY
Since 1995 the Company has been considered a development stage company and has
not generated any significant revenue. To fund its expenses and development
stage activities the Company has relied on the sale of common stock. The
Company's ability to continue operations in 2000 depends on its success in
obtaining equity financing in an amount sufficient to support its operations
through the end of the year. There is substantial doubt that the Company will
generate sufficient revenues or be able to raise adequate capital to remain a
going concern. Based on historical yearly financial requirements, operating
capital of approximately $2 million will be needed for the calendar year 2000.
As more fully described in Note 3 below, the Company has been informed by the
Securities and Exchange Commission (the "SEC") of potential violations of
securities registration provisions of the federal and state securities laws
which could subject the Company to fines, penalties or other regulatory
enforcement action. Management does not expect any stock transactions to be
discontinued and expects to continue its sale of shares to fund its operations
for 2000. In addition, management has also entered into a joint venture (see
Note 8) which is expected to generate revenues to support ongoing operations.
However, due to recurring losses and the uncertainty as to whether the Company
will be able to continue to use capital stock transactions to fund operations
there is substantial doubt about its ability to continue as a going concern. The
financial statements do not include any adjustments that might result from this
uncertainty.
NOTE 3 - SALE OF STOCK
In January 1999 rules governing Regulation D, 504 Private Placements were
amended by the U.S. Securities and Exchange Commission whereby issuers were
compelled to offer one year restricted stock to investors. Prior to this
amendment, issuers were permitted to offer freely transferable shares to
investors, typically at a slight discount to market in order to secure equity
financing.
In order to continue to fund future operations of the Company, the Company's
management decided on May 13, 1999 to offer all current shareholders the
opportunity to exchange their freely transferable shares for one year restricted
shares at a ratio of two shares of restricted stock for one share of freely
transferable stock. It was the Company's belief at that time that the
unrestricted shares could be sold by the Company to individual investors without
registration as a means to fund the Company.
The Company initially proposed to issue a total of 20,000,000 restricted shares
in exchange for 10,000,000 free trading shares. The free trading shares would
then be sold by the company in the market and in private transactions. Between,
May 16, 1999 and August 21, 1999, a total of 424 existing shareholders agreed to
exchange a total of 5,825,761 free trading shares for 11,651,522 restricted
shares. The Company then in a series of brokerage and private transactions sold
a total of 2,611,576 shares in the market and realized a total of $ 1,367,813 as
a result of such activity. The Company retained a total of 3,214,189 shares that
it received from shareholders in the treasury of the Company.
Accordingly, it is possible that the sale of the 2,611,576 shares described
above may have violated securities registration provisions of the federal and
state securities laws which could subject the Company to fines, penalties or
other regulatory enforcement action. There can be no assurance that the SEC or
applicable state authorities will not pursue any enforcement action.
Additionally, it is possible that shareholders who purchased the shares
described above in market transactions may have the right under state and
federal securities laws to require the Company to repurchase their shares, for
the amount originally paid, plus interest.
F-8
<PAGE>
CYTOGENIX, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
Based upon the best information available to the Company at this time, the
Company has calculated the amount of possible exposure that exists for the
Company in light of the possible civil liabilities described above. Accordingly,
in the event that these possible civil liabilities were asserted, the Company
could be liable to certain shareholders who originally purchased the securities
in market transactions in an amount of approximately $ 1,367,813 plus interest.
The exposure was calculated by multiplying the average closing price for a share
of the Company's common stock, weighted for reported daily volume, during the
period May 16, 1999 to January 31, 2000 by 2,611,576 shares sold during the same
period of time.
The results of the completion of the In Kind Stock Swap are;
Number of restricted shares issued: 11,651,522 shares
Number of shares transferred to treasury: 5,825,761 shares
Number of shares sold from treasury: 2,611,576 shares
Number of shares remaining in treasury: 3,214,189 shares
None of the remaining shares placed in the Company treasury from the in-kind
stock swap will be sold without being registered or without a valid exemption
from registration.
F-9
<PAGE>
CYTOGENIX, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
The total number of shares of common stock outstanding as of December 31, 1999
is 29,117,980. As of December 31, 1999, the treasury shares total 5,027,461 at a
reported cost of $ 5,684,352.
NOTE 4 - STOCK BASED COMPENSATION
The Company established in 1999, an Employee Stock Purchase Plan (the "Purchase
Plan"), under which eligible employees may purchase common shares at par value
quarterly up to 25% of their gross salary computed at the closing price on the
last day of each pay period. The plan is compensatory since only a maximum
discount of 15% is allowed for the plan to be non-compensatory.
Under this Plan the Company issued options for 107,477 shares for a
weighted-average exercise price of $0.001 per share. All options were exercised
in 1999 and no options expired or were forfeited. The weighted average fair
value of the options granted was $0.65 per share with the total fair value of
all shares issued being $69,382. All options vested immediately with the fair
value each option, based on quoted market stock prices at the date of grant,
being recorded as compensation expense. As all shares vested and exercised
immediately there would be no effect on income had the Company accounted for
stock option under the Guidelines of Statement of Financial Accounting Standard
No. 123.
In 1997, the company issued 3,687,425 shares of its Common Stock. 3,000,000
Common shares were issued to executive officers/founders (employees) of the
Company for an aggregate fair value of $562,600 in reliance on the exemption
from registration provided by section 4(2) of the Securities Act of 1933, as
amended ("Section 4(2)") for transactions not involving a public offering. In
addition, 687,425 shares were issued for consulting services by non-employees
for an aggregate fair value of $128,892.
In 1998, the company issued 3,601,021 shares of its Common Stock. 2,039,762
Common shares were issued to employees and executive officers/founders of the
Company for an aggregate fair value of $1,547,517 in reliance on the exemption
from registration provided by section 4(2) of the Securities Act of 1933, as
amended ("Section 4(2)") for transactions not involving a public offering. In
addition, 1,561,259 shares were issued for consulting services by non-employees
for an aggregate fair value of $1,273,309.
In 1999, the company issued 544,348 shares of its Common Stock. 107,477 Common
shares were issued to employees and executive officers/founders of the Company
for an aggregate fair value of $69,382 pursuant to the Employee Stock Purchase
Plan. In reliance on the exemption from registration provided by section 4(2) of
the Securities Act of 1933, as amended ("Section 4(2)") for transactions not
involving a public offering, 436,871 shares were issued for consulting services
by non-employees for an aggregate fair value of $ 398,940.
F-10
<PAGE>
CYTOGENIX, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 5 - PROPERTY AND EQUIPMENT
Property and equipment consists of the following as of December 31, 1999 and
1998:
1999 1998
--------- ---------
Research and Development - lab equipment ............. 29,108 29,018
Capitalized Indirect costs ........................... 32,337 14,754
--------- ---------
Total Equipment .............................. 61,445 43,772
========= =========
Accumulated depreciation ............................. (19,802) (11,157)
--------- ---------
Net Equipment ................................ 41,643 32,614
========= =========
NOTE 6-RESEARCH AND DEVELOPMENT EXPENSES
The research and the development of the technology that became known as the
ssDNA IEV was invented by an MD, Dr. Charles Conrad, founder of InGene, Inc. and
a practicing neural oncologist. The technology was exclusively licensed and
developed under a sponsored research agreement by the Company.
The financial arrangement for the term of the contract included a monthly
payment of $13,875 to InGene, Inc. and a payment to Dr. Conrad of $3,750. Out of
the payments to InGene, Inc., purchases of the necessary research and
development equipment were made.
The Company has moved to facilities which includes laboratory space. Dr. Conrad
will remain on the Scientific Advisory Board, but CytoGenix, Inc. has terminated
his and InGene, Inc.'s contracts for research and development on about
February, 2000.
The research and development expense categories also reflect the expenses of the
patent attorneys hired to assist the Corporation in the patent filings of the
first ssDNA IEV patent, which is scheduled to be approved in late 1999 and is
scheduled to be issued in the first half of year 2000. Other patent filings
include co-inventions by a Corporation scientist and Dr. Conrad.
In 1996 the Company's board of directors approved the issuance of 1.5 million
shares of stock to the sole shareholder of Physical Therapy Associates (PTA)
with the intent to acquire 100% of PTA's common stock. The sole shareholder is a
member of the Company's board of directors. As of April 1999, the Company was
unable to agree on final terms with the shareholder of PTA and as a consequence
rescinded the offer. In conjunction with recession the sole shareholder of PTA
returned 1 million shares of the Company with the remainder of the shares being
issued as compensation expense for consulting services.
F-11
<PAGE>
CYTOGENIX, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 7-LOANS FROM SHAREHOLDERS
Company's initial expense and capital expenditures were paid by loans made by
the Company's original officers and shareholders. In addition, several of the
officers were not paid for services rendered, these expenses were accrued at
that time, at the fair value.
During 1998 212,780 shares of common shares, at a fair value of $ 135,990 were
issued to satisfy these obligations.
NOTE 8 - EQUITY INVESTMENTS
The Company purchases common shares of companies, which could provide either a
strategic alliance or beneficial research or expertise. It is the Company's
policy to use the equity method of accounting for these investments if the
company's common stock ownership in these companies range from 20% to 50 % and
the cost method for any investment less than 20%. The following is a description
of each investment.
On November 3, 1999, CytoGenix, Inc. formed a joint venture with Professional
Compounding Centers of America, Inc (PCCA). Each own a 50% interest in
Pharmagenix, LLC (Pharmagenix). This joint venture will apply part of the
nucleic acid technology (synthesized DNA & RNA sequences) to the developing
non-prescription products for distribution through the 2,500 member compounding
pharmacies that are affiliated with PCCA. The company recorded the initial
contribution of $10,000 with an adjustment for the 1999 loss of $27.
The following table summarizes the company's equity investments as of December
31, 1999
Phamagenix
----------
Common share ownership % ............. 50%
Revenue .......................... 0
Net income (loss) ................ (27)
Assets ............................... 9,973
Liabilities .......................... 0
Equity ............................... 9,973
Investment as of 12/31/98 ............ 0
Investment during 1998 ............. 10,000
Equity Earnings (loss) ............. (27)
Transfer Shares to Treasury
Compensation of Services ........... --
----------
Investment as of 12/31/99 ............ 9,973
==========
NOTE 9 - FACILITIES LEASE
The Company has executed noncancelable operating leases for a vehicle, office
and laboratory space that expire in 2002. In 1998 the Company executed an
operating lease for office space that expires in November 1999. Rent expense
amounted to $14,873 and $6,740 for the years ended December 31, 1999 and 1998,
respectively. Future minimum annual rental payments under the current lease
F-12
<PAGE>
CYTOGENIX, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
approximate the following for the years ended December 31:
2000................................. 30,189
2001................................. 29,710
2002................................. 22,506
------
82,400
NOTE 10 - NET LOSS PER SHARE
Basic loss per share is calculated using the average number of common shares
outstanding.
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
Income before Income Taxes and Cumulative effect
of change in Accounting Method ............................. (1,651,864) (950,376)
Income Taxes ................................................. 0 0
----------- -----------
Income before Cumulative effect of change in
Accounting Method .......................................... (1,651,864) (950,376)
Cumulative effect of change in accounting method reporting
on costs of start-up activities (net of income taxes of -0-) (3,067,007) 0
----------- -----------
Net Income (Loss) ............................................ (4,718,871) (950,376)
=========== ===========
Basic earnings per share of common stock:
Before cumulative effect of accounting change ................ (0.07) (0.07)
Accounting change ............................................ (0.14 0.00
----------- -----------
Net Income ................................................... (0.21) (0.07)
----------- -----------
Average common shares outstanding ............................ 22,801,840 13,096,799
=========== ===========
</TABLE>
As of December 31, 1999 & 1998, diluted earnings per share was not included as
they are anti-dilutive due to the company being in a loss position.
NOTE 11 - INCOME TAXES
The liability method is used in accounting for income taxes. Under this method,
deferred tax assets and liabilities are determined based on differences between
financial reporting and tax bases of assets and liabilities and are measured
using the enacted tax rates and laws that will be in effect when the differences
are expected to reverse.
F-13
<PAGE>
CYTOGENIX, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
As of December 31, 1999, the Company had net operating tax loss carryforwards of
approximately $575,242. The carryforwards begin to expire in the year 2010.
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. For financial reporting
purposes, a valuation allowance has been recognized to offset the deferred tax
assets related to these carryforwards, as it is more likely than not that these
assets will not be realized.
The following table sets forth a reconciliation of the statutory federal income
tax with the income tax provision.
Inception
Year ended Year ended through
12/31/99 12/31/98 12/31/99
---------- ---------- ----------
Loss before income tax ............ (1,651,864) (950,376) (2,319,764)
Income tax benefit computed at
statutory rates ................ (561,634) (323,128) (961,194)
Change in valuation allowance ..... 340,824 0 0
Other ............................. 1,872,674 1,273,504 3,280,958
---------- ---------- ----------
Tax expense ....................... 0 0 0
========== ========== ==========
Other reconciling items represents permanent differences relating to the
issuance of common stock for services pursuant to I.R.S. Regulation Sec.
1.83-6(a)(4).
Significant components of the Company's deferred tax liabilities and assets as
of December 31 are as follows:
1999 1998
-------- --------
Deferred tax assets:
Net operating loss carryforwards .............. 575,242 240,222
Depreciation in financial statements
in excess of tax ........................... 15,775 9,971
-------- --------
Gross deferred tax assets ........................ 591,017 250,193
Less valuation allowance ......................... (591,017) (250,193)
-------- --------
Net deferred tax ................................. 0 0
======== ========
F-14
<PAGE>
CYTOGENIX, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 12 - CHANGE IN ACCOUNTING PRINCIPLE
In 1998 SOP 98-5, "Reporting on the Costs of Start-up Activities," requires
entities to expense the costs of start-up activities, including organizational
costs, as incurred. The SOP is effective for fiscal years beginning after
December 15, 1998. Accordingly as of January 1, 1999 $3,067,007 of start up
costs previously capitalized were expensed as a one time cumulative effect
change in accounting principle. There was no impact on income tax expense as a
result of this transaction.
NOTE 13 - WARRANTS SOLD
During 1999 the Company sold 250,000 warrants for $ 25,000 to purchase common
shares at $.10 per share in the event that the market price for common shares
exceeded $0.90 per share. Subsequent to year-end these warrants were exercised.
NOTE 14 - NOTE RECEIVABLE
During 1999, the company needing an infusion of funds for its research projects,
CytoGenix loaned without interest $25,100 to Quantum Bit Induction Technology.
On January 18, 2000 the Company entered into an agreement with Quantum Bit
Induction Technology, Inc. (QBIT) pursuant to which 3,000,000 shares of QBIT
common stock and the molecular biology intellectual property developed by QBIT
or its assignees was acquired by the Company in exchange for 3,000,000 shares of
the Company's common stock (the "QBIT Transaction"). As of June 30, 2000, the
Company owned 6.3% of the outstanding capital stock of QBIT as a result the QBIT
Transaction. The Company believed the research and development being pursued by
QBIT in commercial applications of quantum mechanics, and specifically the
quantum control of biochemical processes, would be applicable to, and
complement, the Company's technology and products, which was the purpose of the
Company's acquisition of an interest in QBIT. The molecular biology intellectual
property acquired from QBIT (the "QBIT IP") was comprised of (i) U.S. Patent
Application -- Serial No. 09/397,783 (filed September 16, 1999 --
continuation-in-part 09/169,793) -- entitled "Enzymatic Synthesis of ssDNA";
(ii) International Application -- No. PCT/US99/23933 -- Publication No. WO
00/22113 (filed October 12, 1999) -- entitled "Enzymatic Synthesis of ssDNA";
and (iii) U.S. Patent Application (filed March 6, 2000) -- CIP of 09/397,783 and
09/169,793 and 09/877,251 and 08/236,504) -- entitled "Enzymatic Synthesis of
ssDNA In Vivo." Mr. Michael Skillern, the Chief Executive Officer of QBIT, is an
inventor listed in each of the foregoing applications
The Company and QBIT agreed on October 6, 2000 to rescind the QBIT Transaction
(the "QBIT Rescission") and Mr. Skillern assigned to the Company the QBIT IP in
consideration for nominal consideration paid by the Company and the Company's
agreement to effect the QBIT Rescission. QBIT has returned to the Company
3,000,000 shares of the Company's common stock and the Company has returned to
QBIT 3,000,000 shares of QBIT common stock. Each of the Chief Executive Officer,
Executive Vice President and Chief Financial Officer of the Company served as a
director of QBIT until October 6, 2000, upon which date those gentlemen resigned
as directors of QBIT in connection with the QBIT Rescission. Also on that date,
Mr. Skillern resigned as a director of the Company.
F-15
<PAGE>
CYTOGENIX, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
Each of the foregoing officers of the Company and Mr. Skillern, own 1,000,000 of
the outstanding shares of QBIT (or, as of June 30, 2000, an aggregate of 8.3% of
QBIT's outstanding shares). The ownership of these shares was not affected by
the QBIT Rescission.
NOTE 15 - LITIGATION
The Company has been subject to routine litigation matters which have not been
material during the years. Resolution of these matters has been immaterial.
NOTE 16 - NEW PRONOUNCEMENT
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities"("SFAS 133"). SFAS 133 establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. The Company
is currently not a party to any derivative instruments and therefore will not be
impacted by this pronouncement.
F-16
<PAGE>
CYTOGENIX, INC.
(A Development Stage Company)
BALANCE SHEET
<TABLE>
<CAPTION>
03/31/00 12/31/99
------------ ------------
(Unaudited)
<S> <C> <C>
ASSETS
Cash ................................................................... $ 213,252 $ 29,554
Notes Receivable ....................................................... 25,100 25,100
Prepaid Expenses & Other Assets ........................................ 12,132 940
------------ ------------
Current assets subtotal ........................................... 250,484 55,595
Property & Equipment net ............................................... 48,096 41,643
Equity Investment ...................................................... 6,557,278 9,973
------------ ------------
TOTAL ASSETS ................................................... 6,855,858 $ 107,210
============ ============
LIABILITIES & SHAREHOLDERS' EQUITY
LIABILITIES
Accounts Payable .................................................. $ 6,091 $ 38,787
Accrued Liabilities ............................................... 1,375 44,031
------------ ------------
Total liabilities .............................................. 7,466 82,818
Treasury shares sold subject to mandatory repurchases ................ 1,367,813 480,568
COMMITMENTS AND CONTINGENCIES (Note 3)
SHAREHOLDERS' EQUITY
Common shares of $0.001 par value
Authorized 50,000,000 shares and issued 31,835,837 and 29,117,980
shares at March 31, 2000 and December 31, 1999, respectively ......... 31,835 29,117
Contributed surplus .................................................... 14,932,896 11,068,106
Stock Warrants ......................................................... 25,000
Treasury stock, 2,214,189 and 5,027,461 shares at March 31, 2000 and
December 31, 1999, respectively reported at cost ........................ (2,941,597) (5,684,352)
Deficit accumulated during the development stage ............................ (6,542,555) (5,894,047)
------------ ------------
Total Shareholders' Equity ........................................ 5,480,579 (456,176)
------------ ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY .................................. 6,855,858 $ 107,210
============ ============
</TABLE>
THE ACCOMPANYING FOOTNOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS
F-17
<PAGE>
CYTOGENIX, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Feb. 10, 1995
Three Months Three Months (Inception) to
Ended 03/31/00 Ended 03/31/99 03/31/00
-------------- -------------- --------------
<S> <C> <C> <C>
Dividend income ..................................... 0 $ 1,010 $ 1,633
-------------- -------------- --------------
INCOME .............................................. 1,010 1,633
Research and development expense .................... 84,319 81,855 1,901,423
General and administration .......................... 561,279 146,810 1,553,046
Depreciation ........................................ 2,915 8,644 22,717
-------------- -------------- --------------
Expenses ............................................ $ 648,513 $ 237,309 $3,477,186
-------------- -------------- --------------
Income before income taxes and cumulative effect
of change in accounting method ...................... (648,513) (236,299) (3,475,553)
Income Taxes ........................................ 0 0 0
-------------- -------------- --------------
Income before cumulative effect of change in
accounting method ................................... (648,513) (236,299) (3,475,553)
Cumulative effect of change in accounting method
reporting on costs of start-up activities (net of
income taxes of 0) .................................. -- (3,067,007) (3,067,007)
-------------- -------------- --------------
Net Income (Loss) ................................... (648,513) (3,303,306) (6,542,560)
============== ============== ==============
Basic earnings per share of common stock:
Before cumulative effect of accounting change ....... (0.02) (0.01) (0.21)
Accounting change ................................... (0.00) (0.18) (0.20)
-------------- -------------- --------------
Net Income (Loss) ................................... (0.02) (0.19) (0.41)
-------------- -------------- --------------
Weighted average common shares outstanding .......... 30,476,908 16,749,310 15,917,918
============== ============== ==============
</TABLE>
THE ACCOMPANYING FOOTNOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENT
F-18
<PAGE>
CYTOGENIX, INC.
(A Development Stage Company)
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
(Unaudited)
<TABLE>
<CAPTION>
DEFICIT
ACCUMULATED
DURING THE TOTAL
CONTRIBUTED TREASURY DEVELOPMENT STOCKHOLDER
SHARES AMOUNT SURPLUS SHARES STAGE EQUITY
----------- -------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Balance, February 5, 1995 ..................
Issuance of Common stock .............. 4,584,500 4,584 42,799 47,383
Private Placements .................... 110,000 110 20,890 21,000
Deficit for year ended 12/31/95........ (1,067) (1,067)
----------- -------- ----------- ----------- ----------- -----------
Balance, December 31, 1995 ................. 4,694,500 4,694 63,689 (1,067) 67,316
Issuance of shares
Issuance of shares to sole ............ --
shareholder of Physical ............... --
Therapy Associates .................... 500,000 500 374,500 375,000
Deficit for year ended 12/31/96 ....... (13,616) (13,616)
----------- -------- ----------- ----------- ----------- -----------
Balance, December 31, 1996 ................. 5,194,500 5,194 438,189 (14,683) 428,700
Issuance of shares
For services rendered ................. 3,687,425 3,687 687,705 691,392
Private Placements .................... 825,974 826 128,306 129,132
Deficit for year ended 12/31/97 ....... (210,117) (210,117)
----------- -------- ----------- ----------- ----------- -----------
Balance, December 31, 1997 ................. 9,707,899 9,707 1,254,200 (224,800) 1,039,107
Issuance of shares
Loans from shareholders (Note 7) ...... 212,780 213 135,777 135,990
For services rendered ................. 3,601,021 3,601 2,817,225 2,820,826
Private Placements .................... 2,964,000 2,964 590,836 593,800
Deficit for year ended 12/31/98 ....... (950,376) (950,376)
----------- -------- ----------- ----------- ----------- -----------
Balance, December 31, 1998 ................. 16,485,700 16,485 4,798,038 (1,175,176) 3,639,347
Purchase treasury shares ................... (60,000) (60,000)
Sale of treasury shares .................... 60,000 60,000
Issuance of shares
For services rendered ................. 544,348 544 467,778 468,322
Private Placements .................... 317,220 317 129,709 130,026
Stock warrants ........................ 25,000 25,000
In-Kind stock swap
Issuance of restricted shares
into treasury ....................... 20,000,000 20,000 10,455,016 (10,475,016)
Retirement of treasury shares ......... (8,229,288) (8,229) (4,301,867) 4,310,096
Sale of Treasury Stock (Note 3) ...... (480,568) 480,568
Deficit for year ended 12/31/99 ............ (4,718,871) (4,718,871)
----------- -------- ----------- ----------- ----------- -----------
Balance, December 31, 1999 ................. 29,117,980 29,117 11,093,106 (5,684,352) (5,894,047) (456,176)
Sale of treasury shares (Note 3) ........... (750,000) 750,000
Additional Penalty on Treasury .............
Shares (Note 3) ..................... (137,245) (137,245)
Issuance of shares
For Services Rendered .................. 467,857 468 332,040 332,508
Private Placements ..................... 250,000 250 224,750 225,000
Issuance of shares to Quantum Bit
Induction Technology, Inc. for
the acquisition of certain molecular
biology technology (Note 4) ............. 2,000,000 2,000 4,258,000 4,260,000
Issuance of treasury shares to Quantum .....
Bit Induction Technology, Inc. for ......
the acquisition of certain molecular ...
biology technology (Note 4) ........... 2,130,000 2,130,000
Deficit for Quarter ended 3/31/00 .......... (648,513) (648,513)
----------- -------- ----------- ----------- ----------- -----------
Balance, March 31, 2000 .................... 31,835,837 31,835 15,157,896 (2,941,597) (6,542,560) 5,705,574
=========== ======== =========== =========== =========== ===========
</TABLE>
ACCOMPANYING FOOTNOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS
F-19
<PAGE>
CYTOGENIX, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Three Months Feb 10, 1995
Ended Ended (Inception) to
03/31/00 03/31/99 03/31/00
-------------- -------------- --------------
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Deficit from Operations ............................................... (648,513) (3,303,306) (6,542,560)
Adjustments to deficit from operations to net cash:
Depreciation Expense ............................................. 2,915 8,644 22,717
Change in accounting ............................................. -- 3,067,007 --
Stock for services ............................................... 332,508 113,487 4,688,048
Changes in non-cash operating working capital:
Administrative expenses
Prepaid expenses and other assets ................................ (11,193) (12,132)
Notes Receivables ................................................ (5,400) (25,100)
Accounts payable ................................................. (32,695) (3,698) 6,091
Accrued liabilities .............................................. (42,656) -- 1,375
-------------- -------------- --------------
Net cash used in operating activities ................................. (399,634) (123,266) (493,748)
FINANCING ACTIVITIES
Treasury Shares sold subject to Mandatory
Purchase (Note 3) ............................................. 887,245 -- 1,367,813
Additional Penalty on Treasury Shares (Note 3) ....................... (137,245)
Proceeds from issuance of common shares ............................... -- 130,026 944,997
-------------- -------------- --------------
Net cash provided by financing activities ............................. 750,000 130,026 944,997
INVESTING ACTIVITIES
Additions to property, & equipment .................................... (9,364) -- (70,719)
Investments ........................................................... (157,304) -- (167,278)
-------------- -------------- --------------
Net cash used in investing activities ................................. (166,668) -- (237,997)
-------------- -------------- --------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENT ............................ 183,698 6,760 213,252
CASH AND CASH EQUIVALENT, BEGINNING OF PERIOD .............................. 29,554 173,832 0
-------------- -------------- --------------
CASH AND CASH EQUIVALENT, END OF PERIOD .................................... 213,252 180,592 213,252
============== ============== ==============
NON-CASH ITEMS:
ISSUANCE OF SHARES TO QUANTUM BIT INDUCTION
TECHNOLOGY, INC. FOR THE ACQUISITION OF CERTAIN
MOLECULAR BIOLOGY TECHNOLOGY (NOTE 4) .................................... $ 6,390,000 $ 0.00 $ 6,390,000
============== ============== ==============
</TABLE>
THE ACCOMPANYING FOOTNOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS
F-20
<PAGE>
CYTOGENIX, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)
1. BASIS OF PRESENTATION
The financial statements of CryoGenix, Inc. (the "Company") included herein have
been prepared, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission ("SEC"). Accordingly, they reflect all
adjustments (consisting only of normal, recurring accruals) which are, in the
opinion of management, necessary for a fair presentation of the financial
results for the interim periods. Certain information and notes normally included
in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations, although the Company believes that the disclosures are adequate to
make the information presented not misleading. These financial statements should
be read in conjunction with the financial statements and notes thereto included
in the Company's Form 10-K for the year ended December 31, 1999.
2. LIQUIDITY
Since 1995 the Company has been considered a development stage company and has
not generated any significant revenue. To fund its expenses and development
stage activities the Company has relied on the sale of common stock. The
Company's ability to continue operations in 2000 depends on its success in
obtaining equity financing in an amount sufficient to support its operations
through the end of the year. There is substantial doubt that the Company will
generate sufficient revenues or be able to raise adequate capital to remain a
going concern. Based on historical yearly financial requirements, operating
capital of approximately $2 million will be needed for the calendar year 2000.
As more fully described in Note 3 below, the Company has been informed by the
Securities and Exchange Commission (the "SEC") of potential violations of
securities registration provisions of the federal and state securities laws
which could subject the Company to fines, penalties or other regulatory
enforcement action. Management does not expect any stock transactions to be
discontinued and expects to continue its sale of shares to fund its operations
for 2000. In addition, management has also entered into a joint venture (see
Note 4) which is expected to generate revenues to support ongoing operations.
However, due to recurring losses and the uncertainty as to whether the Company
will be able to continue to use capital stock transactions to fund operations
there is substantial doubt about its ability to continue as a going concern. The
financial statements do not include any adjustments that might result from this
uncertainty.
3. SALE OF STOCK
In January 1999 rules governing Regulation D, 504 Private Placements were
amended by the U.S. Securities and Exchange Commission whereby issuers were
compelled to offer one year restricted stock to investors. Prior to this
amendment, issuers were permitted to offer freely transferable shares to
investors, typically at a slight discount to market in order to secure equity
financing.
In order to continue to fund future operations of the Company, the Company's
management decided on May 13, 1999 to offer all current shareholders the
opportunity to exchange their freely transferable shares for one year restricted
shares at a ratio of two shares of restricted stock for one share of freely
transferable stock. It was the Company's belief at that time that the
unrestricted shares could be sold by the Company to individual investors without
F-21
<PAGE>
CYTOGENIX, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
registration as a means to fund the Company.
The Company initially proposed to issue a total of 20,000,000 restricted shares
in exchange for 10,000,000 free trading shares. The free trading shares would
then be sold by the company in the market and in private transactions. Between,
May 16, 1999 and August 21, 1999, a total of 424 existing shareholders agreed to
exchange a total of 5,825,761 free trading shares for 11,651,522 restricted
shares. The Company then in a series of brokerage and private transactions sold
a total of 2,611,576 shares in the market and realized a total of $ 1,367,813 as
a result of such activity. The Company retained a total of 3,214,189 shares that
it received from shareholders in the treasury of the Company.
Accordingly, it is possible that the sale of the 2,611,576 shares described
above may have violated securities registration provisions of the federal and
state securities laws which could subject the Company to fines, penalties or
other regulatory enforcement action. There can be no assurance that the SEC or
applicable state authorities will not pursue any enforcement action.
Additionally, it is possible that shareholders who purchased the shares
described above in market transactions may have the right under state and
federal securities laws to require the Company to repurchase their shares, for
the amount originally paid, plus interest.
Based upon the best information available to the Company at this time, the
Company has calculated the amount of possible exposure that exists for the
Company in light of the possible civil liabilities described above. Accordingly,
in the event that these possible civil liabilities were asserted, the Company
could be liable to certain shareholders who originally purchased the securities
in market transactions in an amount of approximately $ 1,367,813 plus interest.
The exposure was calculated by multiplying the average closing price for a share
of the Company's common stock, weighted for reported daily volume, during the
period May 16, 1999 to January 31, 2000 by 2,611,576 shares sold during the same
period of time.
The results of the completion of the In Kind Stock Swap are;
Number of restricted shares issued: 11,651,522 shares
Number of shares transferred to treasury: 5,825,761 shares
Number of shares sold from treasury: 2,611,576 shares
Number of shares remaining in treasury: 3,214,189 shares
None of the remaining shares placed in the Company treasury from the in-kind
stock swap will be sold without being registered or without a valid exemption
from registration.
The total number of shares of common stock outstanding as of December 31, 1999
is 29,117,980. As of December 31, 1999, the treasury shares total 5,027,461 at a
reported cost of $ 5,684,352.
4. EQUITY INVESTMENTS
The Company purchases common shares of companies, which could provide either a
strategic alliance or beneficial research or expertise. It is the Company's
policy to use the equity method
F-22
<PAGE>
CYTOGENIX, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)
of accounting for these investments if the company's common stock ownership in
these companies range from 20% to 50 % and the cost method for any investment
less than 20%. The following is a description of each investment.
On November 3, 1999, CytoGenix, Inc. formed a joint venture with Professional
Compounding Centers of America, Inc (PCCA). Each own a 50% interest in
Pharmagenix, LLC (Pharmagenix). This joint venture will apply part of the
nucleic acid technology (synthesized DNA & RNA sequences) to the developing
non-prescription products for distribution through the 2,500 member compounding
pharmacies that are affiliated with PCCA. The company recorded the initial
contribution of $10,000 with an adjustment for the 1999 loss of $27. In year
2000, the Company has capital contributions of $157,305 to this joint venture.
On January 18, 2000 the Company entered into an agreement with Quantum Bit
Induction Technology, Inc. (QBIT) pursuant to which 3,000,000 shares of QBIT
common stock and the molecular biology intellectual property developed by QBIT
or its assignees was acquired by the Company in exchange for 3,000,000 shares of
the Company's common stock (the "QBIT Transaction"). As of June 30, 2000, the
Company owned 6.3% of the outstanding capital stock of QBIT as a result the QBIT
Transaction. The Company believed the research and development being pursued by
QBIT in commercial applications of quantum mechanics, and specifically the
quantum control of biochemical processes, would be applicable to, and
complement, the Company's technology and products, which was the purpose of the
Company's acquisition of an interest in QBIT. The molecular biology intellectual
property acquired from QBIT (the "QBIT IP") was comprised of (i) U.S. Patent
Application -- Serial No. 09/397,783 (filed September 16, 1999 --
continuation-in-part 09/169,793) -- entitled "Enzymatic Synthesis of ssDNA";
(ii) International Application -- No. PCT/US99/23933 -- Publication No. WO
00/22113 (filed October 12, 1999) -- entitled "Enzymatic Synthesis of ssDNA";
and (iii) U.S. Patent Application (filed March 6, 2000) -- CIP of 09/397,783 and
09/169,793 and 09/877,251 and 08/236,504) -- entitled "Enzymatic Synthesis of
ssDNA In Vivo." Mr. Michael Skillern, the Chief Executive Officer of QBIT, is an
inventor listed in each of the foregoing applications
The Company and QBIT agreed on October 6, 2000 to rescind the QBIT
Transaction (the "QBIT Rescission") and Mr. Skillern assigned to the Company the
QBIT IP in consideration for nominal consideration paid by the Company and the
Company's agreement to effect the QBIT Rescission. QBIT has returned to the
Company 3,000,000 shares of the Company's common stock and the Company has
returned to QBIT 3,000,000 shares of QBIT common stock. Each of the Chief
Executive Officer, Executive Vice President and Chief Financial Officer of the
Company served as a director of QBIT until October 6, 2000, upon which date
those gentlemen resigned as directors of QBIT in connection with the QBIT
Rescission. Also on that date, Mr. Skillern resigned as a director of the
Company.
Each of the foregoing officers of the Company and Mr. Skillern, own
1,000,000 of the outstanding shares of QBIT (or, as of June 30, 2000, an
aggregate of 8.3% of QBIT's outstanding shares). The ownership of these shares
was not affected the QBIT Rescission.
5. LITIGATION
The Company, in the ordinary course of business, is a claimant and/or a
defendant in various
F-23
<PAGE>
CYTOGENIX, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)
legal proceedings, including proceedings as to which the Company has insurance
coverage. The Company doe not consider its exposure in these proceedings,
individually and in the aggregate, to be material.
6. NEW PRONOUNCEMENT
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities"("SFAS 133"). SFAS 133 establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. The Company
is currently not a party to any derivative instruments and therefore will not be
impacted by this pronouncement.
F-24
<PAGE>
CYTOGENIX, INC.
(A Development Stage Company)
INDEPENDENT CERTIFED PUBLIC ACCOUNTANTS' REPORT ON REVIEW OF INTERIM FINANCIAL
INFORMATION
Board of Directors and Stockholders
of CytoGenix, Inc.
Houston, Texas
I have reviewed the accompanying balance sheet of CytoGenix, Inc. (A Development
Stage Company) as of March 31, 2000 and the related statements of operations and
cash flows for the three-month period ended March 31, 2000, March 31, 1999 and
for the period from February 10, 1995 (Inception) to March 31, 2000. These
financial statements are the responsibility of the Company's management.
I conducted our review in accordance with standards established by the American
Institute of Certified Public Accounting. A review of interim financial
information consists primarily of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, I do not express such an opinion.
Based on my review, I am not aware of any material modifications that should be
made to the accompanying consolidated financial statements for them to be in
conformity with accounting principles generally accepted in the United States of
America.
I have previously audited, in accordance with auditing standards generally
accepted in the United States of America, the balance sheet as of December 31,
1999, and the related statements of operations, stockholder's equity, and cash
flows for the year ended December 31, 1999 (not present herein), and in my
report dated July 10, 2000, except for the last three paragraphs in Note 14,
dated November 2, 2000, I expressed a going concern opinion on those financial
statements. In my opinion, the information set forth in the accompanying balance
sheet as of December 31, 1999 is fairly stated, in all material respects, in
relation to the balance sheet from which it has been derived.
/s/ Harrie Marie Pollok Operhall
Harrie Marie Pollok Operhall
A Professional Corporation
Houston, Texas
November 16, 2000
F-25
<PAGE>
PART III
ITEM 1. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits.
EXHIBIT
NUMBER DESCRIPTION
------ -----------
3.1* -- Articles of Incorporation of Cryogenic Solutions,
Inc.
3.2* -- Certificate of Amendment dated November 1, 1995
of Articles of Incorporation of Cryogenic
Solutions, Inc.
3.3* -- Certificate of Amendment dated January 13, 2000
of Articles of Incorporation of CytoGenix, Inc.
3.4* -- Bylaws of Cryogenic Solutions, Inc.
10.1* -- QBIT Commercialization Agreement dated January
18, 2000, between CytoGenix, Inc. and Quantum
Bit Induction Technology, Inc.
10.2* -- Employment Agreement dated September 1, 1999
between Cryogenic Solutions, Inc. and Malcolm H.
Skolnick
10.3* -- License Agreement dated February 3, 2000,
between CytoGenix, Inc. and PharmaGenix, LLC
10.4* -- Technology Transfer Agreement dated June 26, 1998
between Cryogenic Solutions, Inc. and InGene, Inc.
10.5 -- Employment Agreement dated February 1, 2000
between CytoGenix, Inc. and Lawrence Wunderlich
10.6 -- Employment Agreement dated February 9, 2000
between CytoGenix, Inc. and Dell Gibson
10.7 -- Sponsored Research Agreement between
CytoGenix, Inc. and Baylor College of Medicine
as of March 1, 2000
10.8 -- Employment Agreement dated September 1, 2000
between CytoGenix, Inc. and Jonathan Elliston.
11.1* -- Statement re: computation of per share earnings
27.1* -- Financial data schedule
----------------------
* Previously filed
(b) Financial Statement Schedules.
21
<PAGE>
All schedules are omitted because they are not applicable or because the
required information is contained in the Financial Statements or the Notes
thereto.
22
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
CYTOGENIX, INC.
By:/S/ MALCOLM SKOLNICK
Malcolm Skolnick, Ph.D.
President and Chief Executive Officer
23
