NEXMED INC
10QSB, 1999-08-23
PHARMACEUTICAL PREPARATIONS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB

|X|   Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
      of 1934 for the quarterly period ended June 30, 1999

|_|   Transaction report under Section 13 or 15 (d) of the Exchange Act For the
      transition period from ____________ to ____________

                         Commission file number 0-22245

                                  NEXMED, INC.
- --------------------------------------------------------------------------------
        (Exact Name of Small Business Issuer as Specified in Its Charter)

            Nevada                                            87-0449967
- -------------------------------------                ---------------------------
  (State or Other Jurisdiction of                          (I.R.S. Employer
  Incorporation or Organization)                           Identification No.)

                 350 Corporate Boulevard, Robbinsville, NJ 08691
- --------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)

                                 (609) 208-9688
- --------------------------------------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)

                                       N/A
- --------------------------------------------------------------------------------
         (Former Name, Former Address and Former Fiscal Year, if Changed
                               Since Last Report)

      Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15 (d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

Yes |X|   No |_|

                      APPLICABLE ONLY TO CORPORATE ISSUERS

      State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: as of August 10, 1999,
8,685,036 shares of Common Stock, par value $0.001 per share, were issued and
outstanding.

      Transitional Small Business Disclosure Format (check one):

Yes |_|   No |X|

<PAGE>

                                  NexMed, Inc.
                      Condensed Consolidated Balance Sheets

                                                                     June 30,
                                                                       1999
                                                                    (unaudited)
                                                                    -----------

Assets
Current assets:
    Cash and cash equivalents                                      $     21,394
    Notes receivable, net of deferred gain                              177,000
    Prepaid expenses and other assets                                   120,776
                                                                   ------------
        Total current assets                                            319,170

Furniture and equipment, net                                            218,653
                                                                   ------------
        Total assets                                               $    537,823
                                                                   ============

Liabilities and stockholders' equity
Current liabilities:
    Line of credit                                                 $     50,000
    Notes payable                                                     2,354,943
    Due to officer                                                       17,229
    Accounts payable and accrued expenses                             1,580,465
                                                                   ------------
        Total current liabilities                                     4,002,637
                                                                   ------------

Commitments and contingencies
Stockholders' equity:
    Preferred stock, $.001 par value, 10,000,000
      shares authorized, none issued and outstanding                         --
    Common stock, $.001 par value, 40,000,000
      shares authorized, 8,685,036 issued
      and outstanding, respectively                                       8,685
    Additional paid-in capital                                       11,152,631
    Accumulated deficit                                             (14,626,688)
    Cumulative translation adjustments                                      558
                                                                   ------------
        Total stockholders' equity                                   (3,464,814)
                                                                   ------------

        Total liabilities and stockholders' equity                 $    537,823
                                                                   ============

       See notes to unaudited condensed consolidated financial statements


<PAGE>

                                  NexMed, Inc.
           Condensed Consolidated Statement of Operations (Unaudited)

<TABLE>
<CAPTION>
                                                     For the six months             For the three months
                                                        ended June 30,                 ended June 30,
                                                ---------------------------     ---------------------------
                                                    1999            1998            1999            1998
                                                    ----            ----            ----            ----
<S>                                             <C>             <C>             <C>             <C>
Revenue
   Product sales                                $ 1,491,746     $ 2,739,063     $   393,979     $ 1,534,393
                                                -----------     -----------     -----------     -----------

Operating expenses
   Cost of product sales                          1,415,002       2,421,574         374,158       1,378,076
   Selling, general and administrative              955,986       1,445,759         478,643         733,485
   Research and development                         679,197         890,310         360,237         502,654
                                                -----------     -----------     -----------     -----------
      Total operating expenses                    3,050,185       4,757,643       1,213,038       2,614,215
                                                -----------     -----------     -----------     -----------

Loss from operations                             (1,558,439)     (2,018,580)       (819,059)     (1,079,822)

Interest income (expense), net                     (181,745)       (284,379)        (90,711)       (156,806)
                                                -----------     -----------     -----------     -----------

Loss before minority interest                    (1,740,184)     (2,302,959)       (909,770)     (1,236,628)
Minority interest                                    73,932         105,405          12,342          34,817
                                                -----------     -----------     -----------     -----------

   Net loss                                      (1,666,252)     (2,197,554)       (897,428)     (1,201,811)

Other comprehensive loss
   Foreign currency translation adjustments         (47,792)         10,215          22,709          18,170
                                                -----------     -----------     -----------     -----------

   Comprehensive loss                           $(1,714,044)    $(2,187,339)    $  (874,719)    $(1,183,641)
                                                ===========     ===========     ===========     ===========

Basic and diluted loss per share                $     (0.20)    $     (0.33)    $     (0.11)    $     (0.16)
                                                -----------     -----------     -----------     -----------

Weighted average common shares outstanding
   used for basic and diluted loss per share      8,414,797       6,743,673       8,427,747       7,291,700
                                                -----------     -----------     -----------     -----------
</TABLE>

       See notes to unaudited condensed consolidated financial statements

<PAGE>

                                  NexMed, Inc.
           Condensed Consolidated Statement of Cash Flows (Unaudited)

<TABLE>
<CAPTION>
                                                                         For the six months
                                                                          ended June 30,
                                                                   ---------------------------
                                                                       1999           1998
                                                                       ----           ----
<S>                                                                <C>            <C>
Cash flows from operating activities
    Net loss                                                       $(1,666,252)   $(2,197,554)
    Adjustments to reconcile net loss to net cash from operating
    operating activities, net of effects of sale of subsidiary
        Depreciation and amortization                                   15,611        178,016
        Non-cash compensation expense                                   14,333         48,710
        Increae in accounts receivable                                      --       (483,030)
        Increase in notes receivable                                                       --
        (Decrease) increase in inventories                               8,898       (599,336)
        Increae in prepaid expenses and other assets                    (9,598)      (323,194)
        Increase in account payable
          and accrued expenses                                         158,048        516,704
                                                                   -----------    -----------
            Net cash used in operating activities                   (1,534,458)    (2,859,684)
                                                                   -----------    -----------

Cash flow from investing activities
    Capital expenditures                                               (81,143)       (73,439)
    Proceeds from sale of subsidiary, net                              343,441
    Advances to Joint Venture                                               --      1,870,000
                                                                   -----------    -----------
            Net cash used in investing activities                      262,298      1,796,561
                                                                   -----------    -----------

Cash flow from financing activities
    Issuance of common stock, net of offering
      costs                                                            412,500      2,560,672
    Issuance of notes payable                                           87,163        308,736
    Net proceeds from line of credit                                    50,290             --
    Net decrease in due to/from related party                          (68,517)      (193,367)
    Decrease in due to officer                                        (583,271)            --
    Repayment of notes payable                                        (238,155)      (500,000)
                                                                   -----------    -----------
            Net cash from financing activities                        (339,990)     2,176,041
                                                                   -----------    -----------

Net increase in cash                                                (1,612,150)     1,112,918

Effect of foreign exchange on cash                                     (47,792)            --

Cash, beginning of period                                            1,681,336        133,189
                                                                   -----------    -----------

Cash, end of period                                                $    21,394    $ 1,246,107
                                                                   ===========    ===========
</TABLE>

       See notes to unaudited condensed consolidated financial statements

<PAGE>

                                  NEXMED, INC.
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.    BASIS OF PRESENTATION

      The accompanying unaudited condensed consolidated financial statements
      have been prepared in accordance with generally accepted accounting
      principles for interim financial information and with the instructions to
      Form 10-QSB and Article 10-01of Regulation S-B. Accordingly, they do not
      include all of the information and footnotes required by generally
      accepted accounting principles for annual financial statements. In the
      opinion of management, all adjustments (consisting of normal recurring
      accruals) considered necessary for a fair presentation have been included.
      Operating results for the three months ended March 31, 1999 are not
      necessarily indicative of the results that may be expected for the year
      ended December 31, 1999. For further information, refer to the financial
      statements and notes thereto dated March 19, 1999 included in the NexMed,
      Inc.(the "Company") Form 10-KSB.

2.    SALE OF NEXMED (ASIA) LIMITED

      On March 29, 1999, the Company's wholly-owned subsidiary, NexMed
      International Limited, entered into a stock purchase agreement (the
      "Purchase Agreement") with Vergemont International Limited, ("Vergemont")
      for the sale of all the issued and outstanding capital stock of NexMed
      (Asia) Limited, which became effective on May 17, 1999, for $4,000,000,
      consisting of $2,000,000 in cash and two promissory notes, each in the
      amount of$1,000,000, due on November 12, 1999 and June 30, 2000,
      respectively. In addition, the Company granted warrants to acquire
      2,000,000 shares of the Company's common stock. The warrants to purchase
      shares of the Company's common stock are exercisable at $3.00 per share.
      In conjunction with this transaction, the Company has agreed to pay a
      consulting firm a 6% commission on the $4,000,000 in proceeds, as such
      proceeds are received, and issued the consulting firm warrants to acquire
      200,000 shares of the Company's common stock at $3.00 per share for a
      period of two years. For further information, refer to the Company's Form
      8-K filed on June 2, 1999.

      At the date of sale, the Company's basis in the assets and liabilities of
      NexMed Asia was approximately $1,492,000. The Company has estimated the
      fair value of the warrants issued to the purchaser and the consulting firm
      to be approximately $372,000 and $73,000, respectively, resulting in a net
      gain on the transaction of approximately $1,823,000, which has been
      deferred due to uncertainty regarding the ultimate realization of the two
      promissory notes issued. The deferred gain is shown net of the $2,000,000
      in promissory notes receivable in the condensed consolidated balance
      sheet.

3.    NOTES PAYABLE

      The Company remains in default on the repayment of $820,000 of 6% Notes,
      which were due on November 16, 1998. During the three months ended June
      30, 1999, the Company repaid promissory notes in the aggregate principal
      amount of $238,155.

      In June 1999, a note holder converted notes with a principal amount of
      $62,500 into 50,000 shares of the Company's common stock.

4.    RELATED PARTY TRANSACTIONS

      During the three months ended June 30, 1999, the Company repaid $854,812
      of advances from an officer and director of the Company. The advances bore
      interest at 12% per annum and were due at various intervals in 1999.

<PAGE>

5.    LINE OF CREDIT

      The Company entered into a line of credit, which provides for advances of
      up to $50,000 with a bank. Interest on the line of credit is payable
      monthly, at the bank's prime rate plus 1%. The line of credit is
      guaranteed by an officer and director of the Company and is payable upon
      demand.

6.    NEW BRUNSWICK MEDICAL

      In June 1999, the Company acquired the remaining 5% minority interest in
      its subsidiary, New Brunswick Medical, Inc. ("NBM") in exchange for total
      consideration of approximately $500,000, consisting of 233,333 shares of
      the Company's common stock, with an estimated fair value of $350,000, and
      the forgiveness of a $150,000 note receivable from the former minority
      stockholder.

7.    SUBSEQUENT EVENTS

      In July and August 1999, the Company issued a total of $900,000 of
      convertible promissory notes. The notes bear interest at 15% per annum and
      are due at various intervals in 1999. The notes are convertible, at the
      option of the holder, into shares of the Company's common stock at prices
      ranging from $1.00 to $1.25 per share.

<PAGE>

Item 2. Management's Discussion and Analysis

GENERAL

      NexMed, Inc. ("NexMed"), which has been in existence since 1987, has,
since 1994, positioned itself as a medical and pharmaceutical technology company
with a focus on developing and commercializing therapeutic products based on
proprietary delivery systems. NexMed (together with its subsidiaries, the
"Company") is currently focusing its efforts on:

      (i) new and patented pharmaceutical products based on a penetration
enhancement topical delivery technology known as NexACT(R), which may enable the
active drug to be better absorbed through the skin. Currently, the primary
topical treatment products under development by the Company are Alprox-TD(R), an
alprostadil cream for the treatment of male erectile dysfunction ("MED"), and
Femprox(TM), an alprostadil-based product for the treatment of female sexual
dysfunction. The Company is actively engaged in discussions with large
pharmaceutical companies regarding the licensing of the Alprox-TD(R) cream, but
no assurance can be given that the Company will be able to conclude an
arrangement on a timely basis, if at all, or on terms acceptable to the Company;
and

      (ii) the Viratrol(R) device, a therapeutic medical device for the
treatment of herpes simplex diseases which does not require the use of any
drugs. The Company believes that the electrical current, which is topically
delivered by the device to an infected site, may block lesions from forming or
may significantly shorten healing time once lesions develop.

      If sufficient funding is forthcoming, the Company intends to pursue its
research, development, and marketing activities and capabilities, both
domestically and internationally, with regard to its proprietary pharmaceuticals
products and to execute a business strategy with the goal of achieving a level
of development sufficient to enable the Company to attract potential strategic
partners with resources sufficient to further develop and market its proprietary
products.

      With respect to the regulatory approval of its products that incorporate
the NexACT(R) technology, the Company has completed a Phase I study for the
Femprox(TM) treatment cream for female sexual dysfunction. The Company has also
finished the pre-Phase II toxicology studies in the U.S. for the Alprox-TD(R)
cream for treating MED. In China, the Company submitted in January 1999, a New
Drug Application to the State Drug Administration ("SDA") for approval to
distribute the product in China. Pending sufficient funding and FDA approval,
the Company intends to initiate Phase II clinical studies on the Alprox-TD(R)
cream in October of 1999.

      On March 29, 1999, NexMed International Limited, a British Virgin Islands
company and the Company's wholly-owned subsidiary ("NexMed International"),

<PAGE>

entered into a Stock Purchase Agreement (the "Stock Purchase Agreement") with
Vergemont International Limited, a Turks and Caico Islands company with
operations in Hong Kong ("Vergemont"). Pursuant to the Stock Purchase Agreement
which became effective on May 19, 1999, Vergemont purchased the total issued and
outstanding capital stock of NexMed Asia Limited ("NexMed Asia"), including its
70% holding in NexMed Pharmaceuticals (Zhongshan) Ltd., in China (the
"Joint-Venture") for $4,000,000, comprised of $2,000,000 in cash and two
promissory notes each for $1,000,000, due on November 12, 1999 and June 30,
2000, respectively. In addition, the Company granted Vergemont warrants to
purchase 2,000,000 shares of the Company's Common Stock exercisable at $2.50 and
$3.00 per share, depending on whether the warrant is exercised before or after
June 30, 1999.

      In conjunction with the Stock Purchase Agreement, NexMed International and
Vergemont entered into a license agreement, pursuant to which Vergemont has an
exclusive right in China and Asian Pacific countries to manufacture and market
the Company's MED treatment cream and four (4) other of the Company's
proprietary products under development. The Company will receive royalty on
sales and supply to NexMed Asia on a cost plus basis, the NexACT(R) enhancers
that are essential in the formulation and production of the Company's
proprietary topical treatments. The Company has agreed that until May 2000, Dr.
Joseph Mo, the Company's President and C.E.O., will remain active in the
management of the Joint-Venture's operations and the anticipated approval and
launch of the Company's proprietary MED treatment in China.

COMPARISON OF RESULTS OF OPERATIONS BETWEEN THE SIX MONTHS ENDED JUNE 30 OF 1999
AND OF 1998

      Revenues. The Company recorded revenues from the Joint-Venture's product
sales in China, of $1,491,746 during the first six months of operations in 1999
as compared to $2,739,063 during the same period in 1998. With the sale of
NexMed Asia, the Company ceased to record revenues from the Joint-Venture's
sales in May 1999.

      Cost of Products Sold: The cost of products sold was $1,415,002 and
$2,421,74 in 1999 and 1998, respectively and is attributable to the
Joint-Venture's manufacturing operations. With the sale of NexMed Asia, the
Company ceased to record the corresponding cost of sales in May 1999.

      Research and Development Expenses. Research and development expenses for
the first six months of operation of 1999 and 1998, were $679,197 and $890,310,
respectively. The decrease is primarily attributable to the Company ceasing to
record research and development expenses for the Joint-Venture in May 1999. The
Company expects that if sufficient funding is forthcoming, total research
spending in 1999 will increase with the anticipated expansion in development and
clinical activities in the U.S.

      General and Administrative Expenses. General and administrative expenses
were $955,986 during the first six months of operation in 1999 as compared to
$1,445,759


                                       2
<PAGE>

during the same period in 1998. The decrease is mostly attributed to the sale of
NexMed Asia and its holding in the Joint-Venture. However, if sufficient funding
is forthcoming, the Company expects total general and administrative spending in
1999 to increase with the anticipated expansion in infrastructure, which will
support the anticipated growth in business and product development activities.

      Interest Income and Expense. The Company recognized $181,745 in interest
expense during the first six months of 1999, compared with $284,379 during the
same period in 1998. The decrease is due the Company ceasing to record the
interest expense for the lines of credit of the Joint-Venture. In general, the
Company expects its interest expense to remain in line with its borrowing
activities.

      Net Loss. The net loss applicable to common shareholders was ($1,666,252)
or ($0.20) per share for the first six months of 1999, compared with a net loss
of ($2,197,554) or ($0.33) per share for the same period in 1998. The decrease
in net loss is primarily attributable to the sale and reduction in expenses
associated with the divestiture of the Company's Asian operations.

COMPARISON OF RESULTS OF OPERATIONS BETWEEN THE THREE MONTHS ENDED JUNE 30 OF
1999 AND OF 1998

      Revenues. For the second quarter in 1999, the Company recorded $393,979 in
revenues from the Joint-Venture's product sales in China as compared to
$1,534,393 during the same period in 1998. With the sale of NexMed Asia in May,
the Company recorded revenues only for the month of April 1999.

      Cost of Products Sold: The cost of products sold for the Joint-Venture's
manufacturing operations were $374,158 and $1,378,076 for the second quarter in
1999 and 1998, respectively. With the sale of NexMed Asia in May, the Company
recorded cost of sales only for the month of April 1999.

      Research and Development Expenses. Research and development expenses for
the three months of operation of 1999 and 1998, were $360,237 and $502,654,
respectively.

      General and Administrative Expenses. General and administrative expenses
for the three months of operation in 1999 and 1998, were $478,643 and $733,485,
respectively.

      Interest Income and Expense. Interest expense during the three months in
1999 was $90,711, compared to $156,806 for the same period in 1998.

      Net Loss. The net loss applicable to common shareholders was ($897,428) or
($0.11) per share for the second quarter in 1999, compared with ($1,201,811) or
($0.16) per share for the same period in 1998.


                                       3
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

      The Company has experienced net losses and negative cash flow from
operations each year since its inception. Through June 30, 1999, the Company has
an accumulated deficit of $14,626,688. The Company has financed its operations
primarily from sales of equity securities and from borrowing.

      The Company allocated the $2,000,000 cash payment for the sale of NexMed
Asia primarily for the repayment of a portion of its outstanding short-term
borrowings and trade payables and for funding of its U.S. overhead expenses.
During the second quarter of 1999, the Company repaid promissory notes in the
aggregate principal amount of $1,092,967, but remains in default on the
repayment of $820,000 in promissory notes that were due on November 16, 1998.

      The Company's expenditures and capital requirements will depend on
numerous factors, but will mainly be affected by the progress of its research
and development programs, its pre-clinical and clinical testing, its ability to
raise adequate funding, and its ability to complete additional corporate
partnership agreements. In the course of its development and operation
activities, the Company has incurred significant losses and expects to incur
substantial additional development costs. Presently, the Company's burn rate for
its U.S. operations is $250,000 per month. As a result, the Company will require
additional funds for its operations and is seeking financing from private equity
investments, additional borrowings, and collaborative licensing arrangements
with third parties, of which there is no assurance that such funds will be
available for the Company on acceptable terms, if at all. In July and August
1999, the Company raised approximately $900,000 through the issuance of
short-term convertible promissory notes. The Company anticipates that at its
current level of activities, the funds should support its operations through the
end of September. Should the Company fail to raise additional financing on a
timely basis, it may be required to downsize its level of activities.

      In order to meet its immediate funding requirements, repay short-term
indebtedness, maintain day-to-day operations, and initiate the planned U.S.
clinical studies on the Alprox-TD(R) and Femprox(TM) creams and the Viratrol(R)
device, the Company estimates that it will require $8 million over the next 12
months. To meet such needs, the Company is seeking funding from private equity
investments, additional borrowings, and collaborative licensing arrangements
with third parties, of which there is no assurance that such funds will be
available for the Company on acceptable terms, if at all.

OTHER FACTORS WHICH MAY AFFECT OPERATING RESULTS

Research And Development

      For the first six months ended June 30, 1998, the Company spent $679,197,
and for the year ended December 31, 1998, the Company spent $2,302,148, on
research and


                                       4
<PAGE>

development. Since January 1, 1994, when the Company repositioned itself as a
medical and pharmaceutical technology company, the Company has spent $8,036,057
on research and development.

      The Company will need significant funding to pursue its research,
development and commercialization plans. The potential products upon which the
Company intends to focus its current development efforts, including the
Alprox-TD(R) and Femprox(TM) creams and the Viratrol(R) device, are in the
research and development stage. The Company has not begun to market or generate
revenues from the commercialization of any of these products under development.
The Company's products under development will require significant time-consuming
and costly research, development, preclinical studies, clinical testing,
regulatory approval and significant additional investment prior to their
commercialization. There can be no assurance that the research and development
activities funded by the Company will be successful, that products under
development will prove to be safe and effective, that any of the preclinical or
clinical development work will be completed, or that the anticipated products
will be commercially viable or successfully marketed. In addition, there can be
no assurance that the Company will be successful in obtaining regulatory
approval or developing any additional products, that if successful, it will be
able to attract sufficient capital to complete any development and
commercialization undertaken or that any such development and commercialization
will be successful.

Computer Systems and Year 2000 Issues

      Potential Disruption in Operations Due To Year 2000 Problems. The Year
2000 issue concerns the potential exposures related to the automated generation
of business and financial misinformation resulting from the application of
computer programs which have been written using two digits, rather than four, to
define the applicable year of business transactions. The Company recognizes the
importance of minimizing the frequency and significance of any disruptions in
its business and financial affairs that may occur as a result of Year 2000, and
has adopted a compliance review process designed to achieve this objective. The
Company is

      o assessing and modifying, as necessary, its internal information
technology systems that may be affected by the Year 2000 problem;

      o identifying and interrogating third parties, including vendors,
contractors and joint venture partners, to enable the Company to evaluate and
appropriately respond to the state of preparedness by such parties to address
Year 2000 problems; and

      o assessing the operating systems to avert operational malfunctions
associated with Year 2000.

      Internal Information Technology. The Company has reviewed its key computer
hardware and software and other equipment that may be affected by problems
associated with Year 2000. Such hardware includes desktop and laptop computers,
servers, printers, telecopier machines and telephones. The Company believes that
it has adequately


                                       5
<PAGE>

addressed Year 2000 concerns as they are related to its internal information
technology and systems and it anticipates minimal, if any, disruption in the
future in this regard.

      Third Party Preparedness. While the Company believes the foregoing
initiatives will minimize Year 2000 problems as pertaining to its internal
operations, it may still be adversely impacted by Year 2000 issues as a result
of problems relating to the state of preparedness of third parties outside its
control. The Company intends to evaluate the state of preparedness by such
parties to address Year 2000 problems.

      Property Compliance. The Company is completing a survey of its offices to
determine whether building support systems such as heat, power, light, security
and elevators will be affected by the advent of the Year 2000.

      Compliance Costs. The Company's expenditures on its Year 2000 program
initiatives to date have been nominal, and the Company does not anticipate any
significant future costs with becoming Year 2000 compliant.

      Risks. The failure to correct material Year 2000 problems could result in
an interruption in, or a failure of, certain normal business activities or
operations. Such failures could materially and adversely affect the Company's
results of operations, liquidity and financial condition. Due to the general
uncertainty inherent in the Year 2000 problem, resulting in part from the
uncertainty of the Year 2000 readiness of third parties, the Company is unable
to determine at this time whether the consequences of failing to adequately
address all Year 2000 concerns will have a material impact on the Company's
results of operations, liquidity or financial condition. However, the Company
expects that with appropriate modification of its information and operating
systems as necessary, the possibility of significant interruptions of normal
operations should be reduced. The Company is not in a position to assess or
evaluate the impact of a worst case scenario.

      The Company's operations are subject to numerous risks associated with the
establishment and development of products based upon innovative or novel
technologies. As a result, the Company must be evaluated in light of the
problems, delays, uncertainties and complications encountered in connection with
newly found businesses. Some of these unanticipated problems may include
development, regulatory, manufacturing, distribution and marketing difficulties
and be beyond the Company's financial or technical abilities to resolve
satisfactorily.

      This report contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, including statements regarding
the Company's plans, objectives, expectations and intentions. Although the
Company believes the statements and projections are based upon reasonable
assumptions, actual results may differ from those that the Company has
projected.


                                       6
<PAGE>

                                     PART II

                                OTHER INFORMATION

Item 2. Changes in Securities

In June 1999, the Company acquired the remaining 5% minority interest in its
subsidiary, New Brunswick Medical, Inc., from one minority stockholder, in
exchange for total consideration of approximately $500,000, consisting of
233,333 shares of the Company's common stock, $0.001 par value per share
("Common Stock"), in reliance upon Section 4(2) of the Securities Act of 1933 as
amended (the "Securities Act"), with an estimated fair value of $350,000, and
the forgiveness of a $150,0000 note receivable.

In June 1999, the Company issued a total of 50,000 shares of Common Stock with a
total value of $62,500, to five individuals as part of a unit offering including
promissory notes, in reliance upon Section 4(2) of the Securities Act.

Item 6. Exhibits, List and Reports and Form 8-K

      (a) Exhibits (in accordance with Item 601 of Regulation S-B)

Exhibit
Number                          Description
- ------                          -----------

3.1      Amended and Restated Articles of Incorporation of the Company
         (incorporated by reference to Exhibit 2.1 filed with the Company's Form
         10-SB filed with the Commission on March 14, 1997)

3.2      By-laws of the Company (incorporated by reference to Exhibit 2.2 filed
         with the Company's Form 10-SB filed with the Commission on March 14,
         1997)

3.3      Amendment to By-laws of the Company (incorporated by reference to
         Exhibit 2.3 filed with the Company's Form 10-SB filed with the
         Commission on March 14, 1997)

10.1     Technology Acquisition Agreement between the Company and Odontex, Inc.
         (incorporated by reference to Exhibit 6.1 filed with the Company's Form
         10-SB filed with the Commission on March 14, 1997)

10.2     English Translation of Joint-Venture Agreement between NexMed (Asia)
         Limited and Zhongshan City Xiaolan Pharmaceuticals Factory
         (incorporated by reference to the identically numbered exhibit to the
         Company's Form 8-K filed with the Commission on February 23, 1998)

27.1     Financial Data Schedule

(b) Reports on Form 8-K


                                       7
<PAGE>

      The Company filed a Form 8-K on May 18, 1999, for the sale of its Asian
holdings.


                                       8
<PAGE>

                                   SIGNATURES

      In accordance with the requirements of the Securities Exchange Act of
1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                          NEXMED, INC.


Date: August 23, 1999                     /s/ Y. Joseph Mo
     --------------------                 --------------------------------------
                                          Y. Joseph Mo
                                          Chairman of the Board of Directors,
                                          President and C.E.O.


Date: August 23, 1999                     /s/ Vivian Liu
     --------------------                 --------------------------------------
                                          Vivian Liu
                                          Vice President, Secretary & Treasurer


                                       10


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<ARTICLE>                     5


<S>                                    <C>
<PERIOD-TYPE>                          6-MOS
<FISCAL-YEAR-END>                      DEC-31-1999
<PERIOD-START>                         JAN-01-1999
<PERIOD-END>                           JUN-30-1999
<CASH>                                      21,394
<SECURITIES>                                     0
<RECEIVABLES>                              177,000
<ALLOWANCES>                                     0
<INVENTORY>                                      0
<CURRENT-ASSETS>                           319,170
<PP&E>                                     313,704
<DEPRECIATION>                             (95,051)
<TOTAL-ASSETS>                             537,823
<CURRENT-LIABILITIES>                    4,002,637
<BONDS>                                          0
                            0
                                      0
<COMMON>                                     8,685
<OTHER-SE>                              (3,473,499)
<TOTAL-LIABILITY-AND-EQUITY>               537,823
<SALES>                                  1,491,746
<TOTAL-REVENUES>                         1,491,746
<CGS>                                    1,415,002
<TOTAL-COSTS>                            1,415,002
<OTHER-EXPENSES>                         1,635,183
<LOSS-PROVISION>                                 0
<INTEREST-EXPENSE>                         181,745
<INCOME-PRETAX>                         (1,666,252)
<INCOME-TAX>                                     0
<INCOME-CONTINUING>                     (1,666,252)
<DISCONTINUED>                                   0
<EXTRAORDINARY>                                  0
<CHANGES>                                        0
<NET-INCOME>                            (1,666,252)
<EPS-BASIC>                                (0.20)
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