<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 1997
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE TRANSITION PERIOD FROM ___________to_____________.
Commission file number: 0-23153
VOLU-SOL, INC.
--------------
(Exact name of small business issuer as specified in its charter)
UTAH 87-0543981
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5095 WEST 2100 SOUTH
SALT LAKE CITY, UTAH 84120
(Address of principal executive offices) (Zip Code)
(801) 974-9474)
(Issuer's telephone number, including area code)
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[ ]
As of January 31, 1998, the Registrant had outstanding 2,111,216 shares of
Common Stock, par value $.0001.
Transitional Small Business Disclosure Format (Check One):
Yes [ ] No [X]
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
VOLU-SOL, INC.
INDEX TO FINANCIAL INFORMATION
DECEMBER 31, 1997
Page No.
--------
Condensed Balance Sheet as of December 31, 1997 (unaudited)........ 3
Condensed Statements of Operations
for the Three Months Ended December 31, 1997 and 1996 (unaudited).. 4
Condensed Statements of Cash Flows for
the Three Months Ended December 31, 1997 and 1996 (unaudited)...... 5
Notes To Condensed Financial Statements (unaudited)................ 6
Management's Discussion and Analysis or Plan of Operation.......... 8
2
<PAGE>
VOLU-SOL, INC.
CONDENSED BALANCE SHEET
-----------------------
(UNAUDITED)
ASSETS
December 31,
1997
Current assets: ------------
Cash and cash equivalents $ 148,810
Accounts receivable, net 57,152
Inventories 186,997
Prepaid assets 700
-----------
Total current assets 393,659
-----------
Property and equipment, net 241,723
Other assets, net 22,074
-----------
Total assets $ 657,456
===========
LIABILITIES AND SHAREHOLDERS= EQUITY
Current liabilities:
Accounts payable $ 38,042
Preferred stock dividends payable 10,082
Accrued interest payable 22,381
Other accrued liabilities 39,680
Note payable - Biomune Systems, Inc. 390,500
-----------
Total current liabilities 500,685
-----------
Shareholders' equity:
Series A Convertible Preferred Stock, 2,033.25 shares
outstanding and 4,500 shares subscribed (liquidation
preference of $1,737,845) 1,372,554
Common Stock, 2,111,216 shares outstanding 211
Additional paid-in capital 2,200,600
Accumulated deficit (2,516,594)
Stock subscriptions receivable (900,000)
-----------
Total shareholders' equity 156,771
-----------
Total liabilities and shareholders' equity $ 657,456
===========
The accompanying notes are an integral part of this condensed balance sheet.
3
<PAGE>
VOLU-SOL, INC.
CONDENSED STATEMENTS OF OPERATIONS
----------------------------------
(UNAUDITED)
<TABLE>
<CAPTION>
For the Three Months
Ended December 31
1997 1996
---------- ----------
<S> <C> <C>
REVENUES $ 121,401 $ 110,762
---------- ----------
OPERATING EXPENSES:
Cost of revenues 100,914 94,255
Selling, general and administrative 191,217 161,677
---------- ----------
Total operating expenses 292,131 255,932
---------- ----------
LOSS FROM OPERATIONS (170,730) (145,170)
OTHER INCOME (EXPENSE):
Interest income 899 -
Interest expense (Biomune Systems, Inc.) (9,843) -
---------- ----------
NET LOSS (179,674) (145,170)
Preferred Stock dividends (10,082) -
Preferred Stock accretion of beneficial conversion feature (98,000) -
---------- ----------
NET LOSS APPLICABLE TO COMMON SHARES (287,756) (145,170)
========== ==========
NET LOSS PER COMMON SHARE (BASIC AND
DILUTED -- See Note 5 $ (0.14) $ (0.07)
========== ==========
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING 2,111,216 2,111,216
========== ==========
</TABLE>
The accompanying notes are an integral part of these condensed financial
statements
4
<PAGE>
VOLU-SOL, INC.
CONDENSED STATEMENTS OF CASH FLOWS
----------------------------------
(UNAUDITED)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
<TABLE>
<CAPTION>
For the Three Months
Ended December 31
-----------------------------------
1997 1996
----------------- --------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(179,674) $(145,170)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization 19,646 17,120
Changes in assets and liabilities:
Accounts receivable, net 7,059 648
Inventories (34,108) 264
Other assets (700) -
Accounts payable (8,924) 25,869
Accrued liabilities (42,180) 619
--------- ---------
Net cash used in operating activities (238,881) (100,650)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment - (1,599)
--------- ---------
Net cash used in investing activities - (1,599)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net change in former Parent's investment - 105,000
Proceeds from issuance of Series A Preferred and
collection of Series A Preferred subscriptions
receivable 50,000 -
--------- ---------
Net cash provided by financing activities 50,000 105,000
--------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS (188,881) 2,751
CASH AND CASH EQUIVALENTS AT BEGINNING OF
THE PERIOD 337,691 12,167
--------- ---------
CASH AND CASH EQUIVALENTS AT END OF THE
PERIOD $ 148,810 $ 14,918
========= =========
</TABLE>
During the three months ended December 31, 1997, the Company accrued Series A
Preferred dividends of $10,082 and $98,000 related to the beneficial conversion
feature of the Series A Preferred to Common Stock.
The accompanying notes are an integral part of these condensed statements.
5
<PAGE>
VOLU-SOL, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(1) PRESENTATION OF CONDENSED FINANCIAL STATEMENTS
The accompanying unaudited condensed financial statements of Volu-Sol, Inc. (the
"Company") have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to Form
10-QSB and in accordance with Item 310 of Regulation S-B. Accordingly, such
unaudited financial statements do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. The Company suggests that these financial statements be
read in conjunction with the financial statements and notes thereto included in
the Company's Form 10-KSB for the year ended September 30, 1997.
In the opinion of management, all adjustments, consisting only of normal
recurring adjustments, necessary to present fairly the financial position,
results of operations and cash flows of the Company for the interim periods
presented, have been included. Operating results for the three months ended
December 31, 1997 are not necessarily indicative of the results that may be
expected for the year ending September 30, 1998.
(2) RELATED-PARTY TRANSACTIONS
From March 5, 1997 through September 30, 1997, the Company obtained loans from
Biomune Systems, Inc. (the Company's former parent) totaling $390,500 which
remain outstanding. These loans bear interest at an annual rate of ten percent
and are due on demand. Accrued but unpaid interest on these loans totaled
$22,381 and are included in "accrued interest" in the accompanying balance sheet
as of December 31, 1997. The Company anticipates repaying this debt from the
proceeds raised in a private placement of the Company's Series A Preferred (see
Note 6).
(3) INVENTORIES
Inventories are stated at the lower of cost (first-in, first-out method) or
market value. Inventories consist of the following:
December 31,
1997
------------
Raw materials, packaging and supplies $ 56,789
Instruments, biological stains and
reagents 130,208
--------
$186,997
========
(4) SERIES A PREFERRED STOCK
On September 8, 1997, the Company amended its articles of incorporation to
create a series of preferred stock, the Series A 10% Convertible Non-Voting
Preferred Stock (the "Series A Preferred"). The Company is attempting to sell
up to 12,000 shares of the Series A Preferred in a private placement for total
gross proceeds of up to $2,400,000. As of September 30, 1997, subscriptions for
$1,275,000 had been received by the Company for which cash of $350,000 had been
collected. During the quarter ended December 31, 1997, the Company sold 125
shares of Series A Preferred for $25,000. In addition, during the quarter ended
December 31, 1997, the Company collected an existing $25,000 Series A Preferred
subscription receivable. The Series A
6
<PAGE>
Preferred is convertible into common stock beginning January 1, 1998. The
"conversion price," which is the basis for such conversion, is the lesser of (i)
80 percent of the average closing bid price of the Company's Common Stock for
the three trading days immediately preceding the date of conversion or (ii)
$1.25 per share. This beneficial conversion feature has been recognized as an
increase to net loss applicable to common shares in the amounts of $4,000 for
the quarter ended September 30, 1997 and $98,000 for the quarter ended December
31, 1997.
(5) NET LOSS PER COMMON SHARE
Basic net income (loss) per common share ("Basic EPS") excludes dilution and is
computed by dividing net income (loss) by the weighted average number of common
shares outstanding during the period. Diluted net income (loss) per common
share ("Diluted EPS") reflects the potential dilution that could occur if stock
options or other contracts to issue Common Stock including convertible Preferred
Stock were exercised or converted into Common Stock. The computation of Diluted
EPS does not assume exercise or conversion of securities that would have an
anti-dilutive effect on net income per common share. Because the Company has
incurred a loss for the periods presented, no exercises or conversions have been
considered as they would be anti-dilutive, thereby decreasing the net loss
applicable to common shares.
At December 31, 1997, there were outstanding options to purchase 896,660 shares
of Common Stock and there were 2,033.25 shares of Series A Preferred convertible
into a minimum of 325,320 shares of Common Stock, neither of which are included
in the computation of Diluted EPS because they would be anti-dilutive.
(6) SUBSEQUENT EVENTS
The investor that subscribed to 6,000 shares of the Company's Series A Preferred
at $200 per share has paid $300,000 of that $1,200,000 subscription. The
investor has notified the Company that it will pay the $900,000 balance of its
subscription at such time as the Company becomes listed on a stock exchange.
The Company has started the process of listing on the OTC Electronic Bulletin
Board and expects that process to be completed in April 1998.
Subsequent to the quarter ended December 31, 1997, the Company restructured its
organization to reduce expenses and to develop a new marketing strategy. This
resulted in the release from employment of the former Director of
Operations/Compliance Officer as well as all sales and marketing personnel. See
"Management's Discussion and Analysis or Plan of Operation."
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Until October 1, 1997, the Company was a division and then a wholly owned
subsidiary of Biomune Systems, Inc., a Nevada corporation ("Biomune"). On
October 1, 1997, Biomune divested itself of the Company and since that date the
Company has operated as a separate entity. The following discussion and
analysis should be read in conjunction with the Company's unaudited condensed
financial statements and the notes thereto contained elsewhere in this report.
The discussion of these results should not be construed to imply any conclusion
that any condition or circumstance discussed herein will necessarily continue in
the future.
When used in this report, the words "believes," "anticipates," "expects,"
and similar expressions are intended to identify forward-looking statements.
Such statements are subject to certain risks and uncertainties that could cause
actual results to differ materially from those projected. Readers are cautioned
not to place undue reliance on these forward-looking statements, which speak
only as of the date hereof. The Company undertakes no obligation to publicly
release the results of any revisions to these forward-looking statements that
may be made to reflect events or circumstances after the date of this report, or
to reflect the occurrence of unanticipated events.
RESULTS OF OPERATIONS
Three Months Ended December 31, 1997 Compared to Three Months Ended December 31,
1996
During the quarter ended December 31, 1997, the Company generated revenues
totaling $121,401 compared to $110,762 for same period in 1996. This increase
in revenues is attributable to the sale of the Definitive staining device, which
accounted for additional revenues of approximately $11,076 during the quarter,
offset in part by a decrease in revenues from the sale of stains and reagents.
The Company is continuing to experience flat sales of both the Definitive
instrument and stains and reagents.
Cost of goods sold for the quarter ended December 31, 1997 totaled $100,914
compared to $94,255 for the quarter ended December 31, 1996. The overall gross
margin for the 1997 quarter was 17 percent of revenues compared to 15 percent of
revenues for the comparable quarter in 1996. The increase in the gross margin
is attributable to the sale of the Definitive instruments. The gross margin for
the quarter excluding the impact of the Definitive, was approximately 16
percent. The increase in the gross margin on sales of stains and reagents is
attributable to shipping charges that are now being paid by the customers.
Selling, general and administrative expenses totaled $191,217 for the
quarter ended December 31, 1997, compared to $161,677 for the same quarter in
1996, an overall increase of $29,540. This increase is due to: (1) expenses
associated with the registration of the Company's Common Stock under federal
securities laws and the distribution of its shares in connection with
divestiture of the Company by Biomune and (2) salary expenses in connection with
the hiring of a full time president.
Interest expense has increased from $0 for the quarter ended December 31,
1996 to $9,843 for the quarter ended December 31, 1997. The increase in
interest expense is due to borrowings from Biomune, the Company's former parent.
The Company incurred a net loss applicable to common shares of $287,756 for
the quarter ended December 31, 1997 compared to a net loss applicable to common
shares of $145,170 for the quarter ended
8
<PAGE>
December 31, 1996. This increase in net loss is primarily due to increased
selling, general and administrative expenses, and dividends and accretion of the
beneficial conversion feature related to the Series A Preferred.
It is anticipated that the net loss applicable to common shareholders will
increase in the future due to additional dividends and the impact of accounting
for the beneficial conversion feature associated with the consummation of
additional sales of Series A Preferred. As of December 31, 1997, the Company
had remaining subscriptions receivable totaling $900,000. If only those
subscriptions are collected and no further sales of Series A Preferred are made,
the net loss applicable to common shares would increase by approximately
$225,000 for the one-time charge related to the beneficial conversion feature
and by approximately $130,660 per year for recurring dividends at 10 percent.
Sales of Series A Preferred could be as high as $2,400,000, in which case the
dividends and the impact of the beneficial conversion feature would increase
accordingly. For the quarter ended December 31, 1997, the Company recorded an
expense for the beneficial conversion feature of the Series A Preferred of
$98,000.
LIQUIDITY AND CAPITAL RESOURCES
The Company currently is unable to finance its operations solely from its
cash flows from operating activities. From October 1, 1993 through September
30, 1997, Biomune financed the Company's operations through a series of loans
and other capital contributions totaling approximately $2,800,000. Of this
amount, $390,500 represents loans which bear interest at the rate of 10 percent
per year and which are payable on demand. Since the divestiture of the Company
by Biomune, the Company has not received additional amounts from Biomune in the
form of loans or equity contributions. The Company intends to sell up to 12,000
shares of its Series A Preferred in a private offering ("Offering"), for total
proceeds of up to $2,400,000. The Series A Preferred is convertible into Common
Stock of the Company. The "conversion price" which is the basis for such
conversion is the lesser of (i) 80 percent of the average closing bid price of
the Company's Common Stock for the three trading days immediately preceding the
date of conversion or (ii) $1.25 per share. As of February 10, 1998, the
Company had received subscriptions for $1,300,000 of Series A Preferred, for
which cash of $400,000 had been received. The remaining $900,000 subscription
receivable will be collected when the Company becomes listed on the OTC
Electronic Bulletin Board. There can be no assurance that the Company's stock
will become traded on the OTC Electronic Bulletin Board or that if it does
become listed that a market will develop for such stock.
As of December 31, 1997, the Company had cash and cash equivalents of
$148,810 and a negative working capital of $107,026 compared to cash and cash
equivalents of $337,691 and positive working capital of $38,083 as of September
30, 1997.
During the quarter ended December 31, 1997, the Company's operating
activities used cash of $238,881, much of which was provided in previous periods
by the Offering. During the quarter ended December 31, 1996, the Company's
operating activities used cash in the amount of $100,650, which was provided
primarily by capital contributions from Biomune.
The Company is obligated under a manufacturing agreement with the supplier
of the Definitive to purchase 600 automated slide stainers ("stainers") per
calendar year. In the event the Company purchases fewer than 600 stainers, the
manufacturer has the option to convert the Company's exclusive worldwide license
and distributorship to a non-exclusive license and distributorship. As of
December 31, 1997, the Company had purchased 275 stainers, of which 186 were in
inventory. During the quarter, the Company informed the manufacturer of the
Definitive that the Company would not meet the annual purchase commitment in
1997. The
9
<PAGE>
Company's exclusive worldwide license and distributorship may be converted to a
non-exclusive license and distributorship, which would have a negative impact on
the future number of units to be sold by the Company.
The Company has no credit facility with any commercial lending institution.
In the past, the Company has borrowed and received capital from time to time
from Biomune, but the Company has no formal financing arrangement, agreement or
understanding with Biomune or any other party to provide debt financing in the
future.
The Company is attempting to sell Series A Preferred to raise funds to
finance operations, market the Definitive and acquire or develop in-house
distribution capacity and new products and devices. Additional financing will
most likely be required in the future. Although the Company believes that the
proceeds from the Offering of its Series A Preferred, together with revenues
from operations, will be sufficient to meet the needs of the Company for the
next twelve months, there is no assurance that this will be the case. The
Company has suffered recurring losses from operations in the past. Recently,
the Company has experienced certain technical difficulties with the operation of
the Definitive. Although these technical difficulties appear to have been
resolved, sales of the Definitive have not been as high as originally expected.
In addition, the Company has not met its minimum purchase requirements under the
exclusive license agreement, as described above. These matters raise
substantial doubt about the Company's ability to continue as a going concern.
RECENT ACCOUNTING PRONOUNCEMENTS
In February 1997, the Financial Accounting Standards Board issued SFAS No.
128, "Earnings Per Share." This statement replaces Accounting Principles Board
("APB") Opinion No. 15, "Earnings Per Share." Effective for the period ended
December 31, 1997, SFAS No. 128 requires the Company to report both "basic" and
"diluted" earnings per share. "Basic" earnings per share does not include the
addition of common stock equivalents to the shares outstanding. "Diluted"
earnings per share requires the addition of dilutive common stock equivalents to
the shares outstanding. Average shares outstanding is the denominator used in
"basic" earnings per share calculations. The implementation of SFAS No. 128 had
no impact on the Company's net loss per share for the periods presented.
Forward-looking Statements and Certain Risk Factors
- ---------------------------------------------------
Statements which are not historical facts contained in this report are
forward-looking statements. Section 27A of the Securities Act of 1933, as
amended, provides a safe harbor for forward-looking statements. In order to
comply with the terms of the safe harbor, the Company cautions that a variety of
factors could cause the Company's actual results to differ materially from
anticipated results or other expectations expressed in this report. The
forward-looking statements contained in this Management's Discussion and
Analysis or Plan of Operation involve a number of risks and uncertainties that
could cause actual results to differ from projected or anticipated results. The
risk factors discussed in Part I, Item 1 ("Business") and in the "Management's
Discussion and Analysis or Plan of Operation" (Item 6) of the Company's Annual
Report on Form 10-KSB for the fiscal year ended September 30, 1997 may also
affect actual operating results.
10
<PAGE>
PART II - OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES
Unregistered sales of equity securities during quarter (other than in
reliance on Regulation S).
Recent Sales of Unregistered Securities. During the quarter ended December
---------------------------------------
31, 1997, the Company issued equity securities that were not registered under
the Securities Act of 1933, as amended (the "Act"). Specifically, the Company
issued 125 shares of Series A Preferred Stock to one accredited investor for
gross proceeds to the Company of $25,000. The Company issued such shares
without registration under the Act in reliance on Section 3(b) and 4(2) of the
Act. The shares of Series A Preferred Stock were issued as restricted
securities and the certificates representing such shares were stamped with a
restrictive legend to prevent any resale without registration under the Act or
compliance with an exemption. These shares are convertible to shares of Common
Stock of the Company under certain circumstances. No conversions have been made
to date.
ITEM 5. OTHER INFORMATION
Effective January 15, 1998, Michael G. Acton and Jack W. Job resigned as
directors of the Company and Mr. Acton resigned as an executive officer of the
Company. The Board of Directors of the Company, acting pursuant to the
Company's Bylaws, appointed successors to fill the vacancies on the Board of
Directors created by these resignations. The new directors of the Company are
as follows:
Wilford W. Kirton, III. Mr. Kirton, 37, became a Director and the Chief
Executive Officer of the Company in January 1998. Mr. Kirton holds a bachelors
degree in Political Science from the University of Utah. Prior to joining the
Company, Mr. Kirton was the proprietor and President of Travel Systems Network,
a travel agency and tour operator from 1987 to February 1994. From February
1994 to June 1996, Mr. Kirton was Vice President of Old Republic Title, a real
estate title company. From July 1996 to March 1997, Mr. Kirton was a sales
representative for Schwans Foods, a food distributor in Utah. Mr. Kirton was an
officer of Optim Nutrition, a subsidiary of Biomune (former parent of the
Company), from March 1997 until joining the Company in January 1998. Mr. Kirton
is the brother-in-law of David G. Derrick, President and CEO of Biomune and a
significant beneficial owner of the Company.
D. Lynn Bigelow. Mr. Bigelow, 42, also became a Director and the Secretary
of the Company in January 1998. In February 1998, Mr. Bigelow became the Chief
Operating Officer of the Company. He is the principal owner and Chief Executive
Officer of Bigelow Enterprises, Inc., a design, manufacturing and construction
firm doing business in Salt Lake City, Utah and founded in October 1990. Mr.
Bigelow founded and operated Wasatch Ventilation, a company supplying services
and contracts to the restaurant industry, including national and local chains
such as McDonald's, Golden Corral, and Western Sizzlin. He sold that company in
July 1988.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits Required by Item 601 of Regulation S-B
Exhibit No. Description
- ----------- -----------
27 Financial Data Schedule
11
<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.
VOLU-SOL, INC.
Date: February 13, 1998 By: /s/ W. W. Kirton, III
-----------------------------------------
Wilford W. Kirton, III,
Chief Executive Officer
Date: February 13, 1998 By: /s/ Michael G. Acton
-----------------------------------------
Michael G. Acton,
Acting Principal Accounting Officer
12
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-END> DEC-31-1997
<CASH> 148,810
<SECURITIES> 0
<RECEIVABLES> 66,843
<ALLOWANCES> 9,691
<INVENTORY> 186,997
<CURRENT-ASSETS> 700
<PP&E> 422,114
<DEPRECIATION> 180,391
<TOTAL-ASSETS> 657,456
<CURRENT-LIABILITIES> 500,685
<BONDS> 0
211
0
<COMMON> 1,372,554
<OTHER-SE> 1,215,984
<TOTAL-LIABILITY-AND-EQUITY> 657,456
<SALES> 121,401
<TOTAL-REVENUES> 121,401
<CGS> 100,914
<TOTAL-COSTS> 292,131
<OTHER-EXPENSES> 899
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 9,843
<INCOME-PRETAX> (287,756)
<INCOME-TAX> 0
<INCOME-CONTINUING> (287,756)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (287,756)
<EPS-PRIMARY> (0.14)
<EPS-DILUTED> (0.14)
</TABLE>
