UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A-1
CURRENT REPORT
(Mark One)
X QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
------- THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2000
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
------- THE EXCHANGE ACT
For the transition period from _______to _________
Commission file number 0-26775
STEROIDOGENESIS INHIBITORS INTERNATIONAL, INC.
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(Exact name of small business issuer as specified in its charter)
NEVADA 88-038402
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
101 Convention Center Dr., Suite 310,Las Vegas, NV, 89109
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(Address of principal executive offices)
Registrant's telephone number, including area code: 702-735-7001
------------
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(Former name, former address and former fiscal year,
if changed since last report)
As of November 13, 2000, the small business issuer had a total of 26,235,593
shares of its Common Stock outstanding.
<PAGE>
STEROIDOGENESIS INHIBITORS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
September 30, 2000
TABLE OF CONTENTS
Consolidated Balance Sheet as of September 30, 2000. 3
Consolidated Statements of Operations for the period from Inception
(September 5, 1994) to September 30, 2000, and for the Nine
Months and Three Months Ended September 30, 2000 & 1999. 4
Consolidated Statements of Stockholders' Deficit
for the period from Inception
(September 5, 1994) to September 30, 2000. 5
Consolidated Statements of Cash Flows for the period from Inception
(September 5, 1994) to September 30, 2000 and for the Nine
months Ended September 30, 2000 & 1999. 6
Notes to Consolidated Financial Statements. 7
<PAGE>
PART 1-FINANCIAL INFORMATION
Item 1 Financial Statements
The information required to be provided is provided below or attached hereto.
STEROIDOGENESIS INHIBITORS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED, INTERIM BALANCE SHEET
(UNAUDITED)
SEPTEMBER 30, 2000
ASSETS
CURRENT ASSETS:
Cash $ 32,927
Note receivable-related party 17,522
-----------
50,449
-----------
FIXED ASSETS:
Furniture & equipment, at cost 47,062
Accumulated depreciation (22,903)
-----------
24,159
-----------
OTHER ASSETS:
Patent registration costs 74,114
Purchased technology rights, net of accumulated
amortization of $31,782 77,187
Deposits 15,720
-----------
167,021
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TOTAL ASSETS $ 241,629
===========
LIABILITIES & STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable $ 119,799
Accrued expenses, directors & officers 704,000
Due to related parties 122,350
-----------
946,149
LONG-TERM LIABILITIES
Deferred revenue 250,000
-----------
1,196,149
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STOCKHOLDERS' DEFICIT:
Common stock, 25,000,000 share authorized at $.001
par value, 23,107,962 issued and outstanding 23,108
Additional paid in capital 11,404,888
Accumulated deficit (12,382,516)
-----------
(954,520)
-----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 241,629
===========
See accompanying notes to the consolidated financial statements
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<PAGE>
<TABLE>
<CAPTION>
STEROIDOGENESIS INHIBITORS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED, INTERIM STATEMENTS OF OPERATIONS
(UNAUDITED)
FROM INCEPTION (SEPTEMBER 5, 1994), AND FOR THE FOR THE NINE MONTHS S
AND THREE MONTHS ENDED SEPTEMBER 30, 2000
From For the Nine For the Three
Inception Months Ended Months Ended
(09/05/94) September 30, September 30,
To --------------------------- ---------------------------
09/30/00 2000 1999 2000 1999
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
REVENUES: $ 50,000 $ -- $ 50,000 $ -- $ --
------------ ------------ ------------ ------------ ------------
EXPENSES:
Research & development 1,543,304 885,703 244,988 253,934 8,411 657601
Interest 16,045 2,100 13,471 -- 6,723 13945
General & administrative 10,817,553 5,666,854 1,189,703 3,617,927 275,536 5150699
Depreciation and amortization 55,614 14,181 12,165 4,727 4,055 41433
------------ ------------ ------------ ------------ ------------
12,432,516 6,568,838 1,460,327 3,876,588 294,725 5863678
------------ ------------ ------------ ------------ ------------
0
Net loss $(12,382,516) $ (6,568,838) $ (1,410,327) $ (3,876,588) $ (294,725) (5813678)
============ ============ ============ ============ ============
Earnings per share:
Basic & diluted $ (1.35) $ (0.38) $ (0.11) $ (0.20) $ (0.02)
============ ============ ============ ============ ============
Weighted average number of shares outstanding:
Basic & diluted 9,197,149 17,486,505 12,830,726 19,442,095 15,093,417
</TABLE>
See accompanying notes to the consolidated, interim financial statements
(unaudited)
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<PAGE>
<TABLE>
<CAPTION>
STEROIDOGENESIS INHIBITORS INTERNATIONS, INC.
(A DEVELOPMENT STATE COMPANY)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
(UNAUDITED)
FROM INCEPTION (SEPTEMBER 5, 1994) TO SEPTEMBER 30, 2000
Shares
Number Par Value Reserved
of Common for Paid in
Shares Stock Conversion Capital Warrants
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Inception at September 5, 1994 -- $ -- $ -- $ -- $ --
Shares issued for cash, net of offering costs 6,085,386 609 -- 635,481 --
Warrants issued for cash -- -- -- -- 5,000
Shares issued as compensation for services 714,500 71 -- 1,428,929 --
Loss, from inception through 12/31/96 -- -- -- -- --
------------ ------------ ------------ ------------ ------------
December 31, 1996 6,799,886 680 -- 2,064,410 5,000
Issuance of stock, prior to acquisition 206,350 21 -- 371,134 --
Acquisition of subsidiary for stock 1,503,000 150 -- 46,545 --
Recapitalization
Shares of parent redeemed, par value $.0001 (8,509,236) (851) -- 851 --
Shares of public subsidiary issued, par value $.0001 7,689,690 7,690 820 (8,510) --
Loss, development stage, 1997 -- -- -- -- --
------------ ------------ ------------ ------------ ------------
December 31, 1997 7,689,690 7,690 820 2,474,430 5,000
Conversion of parent's shares 696,022 696 (696) -- --
Shares issued for cash, net of offering costs 693,500 694 -- 605,185 --
Shares issued in cancellation of debt 525,000 525 -- 524,475 --
Shares issued as compensation 400,000 400 -- 349,600 --
Loss, development stage, 1998 -- -- -- -- --
------------ ------------ ------------ ------------ ------------
December 31, 1998 10,004,212 10,005 124 3,953,690 5,000
Conversion of parent's shares 13,000 13 (13) -- --
Shares issued in cancellation of debt 30,000 30 -- 29,970 --
Shares issued for cash, net of offering costs 45,000 45 -- 41,367 --
Shares issued as compensation 3,569,250 3,569 -- 462,113 --
Shares issued pursuant to convertible debentures: -- -- -- -- --
Detachable warrants issued -- -- -- -- 152,125
Detachable warrants exercised 100,000 100 -- 148,900 (149,000)
Debentures converted to stock 1,682,447 1,682 -- 640,438 --
Loss, development stage, 1999 -- -- -- -- --
------------ ------------ ------------ ------------ ------------
December 31, 1999 15,443,909 15,444 111 5,276,478 8,125
Conversion of parent's shares 128,954 129 (111) (18) --
Shares issued for cash, net of offering costs 953,292 953 -- 511,493 --
Shares issued in cancellation of debt 675,000 675 -- 492,975 --
Shares issued as compensation 5,868,000 5,868 -- 5,115,874 --
Warrants converted 38,807 39 -- 3,086 (3,125)
Warrants expired -- -- -- 5,000 (5,000)
Loss, development stage, September 30, 2000 -- -- -- -- --
------------ ------------ ------------ ------------ ------------
September 30, 2000 $ 23,107,962 $ 23,108 $ -- $ 11,404,888 $ --
============ ============ ============ ============ ============
Total Total
Paid in Retained Shareholders'
Capital Earnings Equity
------------ ------------ ------------
Inception at September 5, 1994 $ -- $ -- $ --
Shares issued for cash, net of offering costs 635,481 -- 636,090
Warrants issued for cash 5,000 -- 5,000
Shares issued as compensation for services 1,428,929 -- 1,429,000
Loss, from inception through 12/31/96 -- (2,152,843) (2,152,843)
------------ ------------ ------------
December 31, 1996 2,069,410 (2,152,843) (82,753)
Issuance of stock, prior to acquisition 371,134 -- 371,155
Acquisition of subsidiary for stock 46,545 -- 46,695
Recapitalization
Shares of parent redeemed, par value $.0001 851 -- --
Shares of public subsidiary issued, (8,510) -- --
par value $.0001
Loss, development stage, 1997 -- (979,635) (979,635)
------------ ------------ ------------
December 31, 1997 2,479,430 (3,132,478) (644,538)
Conversion of parent's shares -- -- --
Shares issued for cash, net of offering costs 605,185 -- 605,879
Shares issued in cancellation of debt 524,475 -- 525,000
Shares issued as compensation 349,600 -- 350,000
Loss, development stage, 1998 -- (1,009,945) (1,009,945)
------------ ------------ ------------
December 31, 1998 3,958,690 (4,142,423) (173,604)
Conversion of parent's shares -- -- --
Shares issued in cancellation of debt 29,970 -- 30,000
Shares issued for cash, net of offering costs 41,367 -- 41,412
Shares issued as compensation 462,113 -- 465,682
Shares issued pursuant to convertible debentures: -- -- --
Detachable warrants issued 152,125 -- 152,125
Detachable warrants exercised (100) -- --
Debentures converted to stock 640,438 -- 642,120
Loss, development stage, 1999 -- (1,671,255) (1,671,255)
------------ ------------ ------------
December 31, 1999 5,284,603 (5,813,678) (513,520)
Conversion of parent's shares (18) -- --
Shares issued for cash, net of offering costs 511,493 -- 512,446
Shares issued in cancellation of debt 492,975 -- 493,650
Shares issued as compensation 5,115,874 -- 5,121,742
Warrants converted (39) -- --
Warrants expired -- -- --
Loss, development stage, September 30, 2000 -- (6,568,838) (6,568,838)
------------ ------------ ------------
September 30, 2000 $ 11,404,888 $(12,382,516) $ (954,520)
============ ============ ============
</TABLE>
See accompanying notes to the consolidated financial statements (unaudited)
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<PAGE>
<TABLE>
<CAPTION>
STEROIDOGENESIS INHIBITORS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED, INTERIM STATEMENTS OF CASH FLOWS
(UNAUDITED)
FROM INCEPTION (SEPTEMBER 5, 1994) AND FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2000 & 1999
From
Inception
(09/05/94)
CASH FLOWS FROM OPERATING ACTIVITIES: to 09/30/00 2000 1999
------------ ------------ ------------
<S> <C> <C> <C>
Net loss $(12,382,516) $ (6,568,838) $ (1,410,327)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization 54,685 14,181 12,120
Expenses paid through issuance of stock 7,412,924 5,121,742 465,682
(Increase) decrease in assets:
Notes receivable-related party (17,522) (6,043) 9,992
Prepaids & other current assets (15,720) 2,000 (23,427)
Increase (decrease) in liabilities:
Deferred revenue 250,000 -- --
Due to related parties 122,350 9,100 --
Accounts payable & accrued expenses 823,994 540,200 69,006
------------ ------------ ------------
Net cash used in operating activities (3,751,805) (887,658) (876,954)
------------ ------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of technology (108,969) -- --
Purchase of furniture and equipment (47,062) -- (1,092)
Patent registration costs (note 1.d.1)) (74,114) (18,567) (5,248)
------------ ------------ ------------
Net cash used in investing activities (230,145) (18,567) (6,340)
------------ ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from warrants 157,125 -- 152,125
Proceeds from debentures 642,120 -- 642,120
Proceeds from stock offering 2,166,982 512,446 41,412
Short-term loan proceeds 1,048,650 425,000 50,000
------------ ------------ ------------
Net cash provided by financing activities 4,014,877 937,446 885,657
------------ ------------ ------------
CHANGE IN CASH 32,927 31,221 2,363
CASH AT BEGINNING OF PERIOD -- 1,706 494
------------ ------------ ------------
CASH AT END OF PERIOD $ 32,927 $ 32,927 $ 2,857
============ ============ ============
NON-CASH FINANCING & INVESTING ACTIVITIES:
Purchase of net, non-cash assets of subsidiary
for stock $ 195 $ -- $ --
Short-term debt retired through issuance
of stock $ 1,048,650 $ 493,750 $ 30,000
Income taxes and interest paid with cash -- -- --
</TABLE>
See accompanying notes to the consolidated, interim financial statements
(unaudited)
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<PAGE>
<PAGE>
STEROIDOGENESIS INHIBITORS INTERNATIONAL, INC.
Notes to Consolidated Financial Statements
(UNAUDITED)
BASIS OF PRESENTATION:
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial statements and with the instructions to Form 10-QSB and Article 10 of
Regulation S-X. Accordingly, they do not include all the information and
disclosures required for annual financial statements. These financial
statementsshould be read in conjunction with the consolidated financial
statements and related footnotes for the year ended December 31, 1999, included
in the Form 10-KSB for the year then ended.
In the opinion of the Company's management, all adjustments (consisting of
normal recurring accruals) necessary to present fairly the Company's financial
position as of September 30, 2000, and the results of operations and cash flows
for the nine-month period ending September 30, 2000 and 1999 have been included.
The results of operations for the three-month period ended September 30, 2000
are not necessarily indicative of the results to be expected for the full year.
For further information, refer to the consolidated financial statements and
footnotes thereto included in the Company's Form 10-KSB as filed with the
Securities and Exchange Commission for the year ended December 31, 1999.
Management notes that stock was issued as followed during the three months ended
September 30, 2000:
No. of shares Issued Pursuant To Price/valuation
------------- ------------------ ---------------
2,085,000 Compensation for services rendered $ 2,116,936
3,000,000 Board of directors/services 2,663,100
200,000 Retire loan 50,000
493,292 Sale of restricted stock 402,030
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5,778,292 $ 5,232,066
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Management notes that the Company was involved in litigation at September 30,
2000. Please see Part II- Other Information, Item 1, Legal Proceedings.
-7-
<PAGE>
RESULTS OF OPERATIONS AND LIQUIDITY
(Nine months ended September 30, 2000 Compared to Nine months Ended September
30, 1999)
The Company is still in development stage and has not begun operations as such.
The Company's activities consist principally of raising the funds required to
complete the testing of its products, and identify and acquire other promising
pharmaceutical opportunities. The Company is dependent upon the issuance and
sale of its stock to continue its development efforts.
During the nine months ended September 30, 1999, the Company realized revenue
from a Canadian company pursuant to an agreement under which STGI would receive
$50,000 once the Canadian company became a public company.
The increase in expenditures during the nine months ending September 30, 2000,
are a result of two factors. First, the Company raised funds to continue the
development stage through the sale and/or issuance of its restricted shares. As
funds are raised, it makes possible additional development efforts as reflected
in increased expenditures for research and consultants. Second, the Company
issued restricted shares to consultants, officers, and directors for services
rendered. Of $5,666,854 in general and administrative expenses, $5,121,742 was
paid through the issuance of restricted shares. Last year, for the nine months
ended September 30, 1999, $465,682 of expenses were paid through issuance of
stock.
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<PAGE>
Item 2 Management's Discussion and Analysis or Plan of Operation.
The following discussion and analysis should be read in conjunction with the
Financial Statements appearing elsewhere in this Report.
Plan of Operations
In October 1997, the Company acquired approximately eighty-six percent (86%) of
the outstanding shares of SI, Inc., which is a subsidiary of the Company. Since
the acquisition of its controlling interest in SI, Inc., the Company has focused
its operations on developing its proprietary drug, Anticort (TM). To develop
Anticort the Company has been engaged in research and clinical studies.
The Company remains a development stage company with immaterial revenues and
substantial general and administrative expenses, including expenses related to
its clinical studies programs. The Company's cash has been provided from its
fund-raising activities, all of which have been conducted on a private basis.
(As to fund raising, the Company has received capital in private placements of
restricted stock to persons known by Management and believed to be accredited
investors.) The Company believes potential private placements and an eventual
registered public offering, if successful, will assist the Company in meetings
its cash needs, but there is no guarantee.
The Company plans to complete its clinical studies, particularly the study
authorized by the FDA, and, eventually, assuming the success of those studies,
to market its Anticort product directly or through licensing agreements with
third parties.
While the Company is in the FDA Clinical Trial Phase it has not generated any
revenues to meet capital needs, it has been successful in obtaining capital
infusions in private transactions from existing shareholders or persons familiar
with Management. These sporadic private placements are only to persons who are,
in Management's opinion, accredited investors, willing to assume the risk of
loss of their entire investment, and Management hopes that these subscriptions
will continue. The Company is seeking an underwriter to underwrite a public
offering of securities, and has sporadic discussions with interested parties in
New York, primarily, in the hope that one will be engaged. However, except for
an agreement to sell shares to Fusion Capital Fund II, LLC ("Fusion Capital"),
discussed below, no commitment exists for continued investments, or for any
underwriting. The Company has thus far been able to meet its capital needs, and
believes that extensive discussions and certain agreements with various
potential sources of funding may eventually reach necessary funding and
agreements. The Board of Directors has directed the officers to file an SEC Form
SB-2 Registration Statement in the near future to, with conformity with
applicable laws and regulations, offer registered securities to the market
and/or as part of agreements with shareholders and others to allow them, as
selling shareholders, to sell their shares, once received, in a registered
offering, as in the case of Fusion Capital. Given the Company has been able to
substantially meet its cash needs during the past 12 months, and Management's
estimation of what may occur in the months ahead, the Company believes it will
be able to continue to find avenues to obtain capital needed for operations.
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<PAGE>
The Company needs to complete various research and development steps as part of
its plans. These steps include the completion of Phase I and start and
completion of Phase II clinical trials as to its ANTICORT product. These steps
also include the application and obtaining of FDA final approval, and
development of a complete product manufacturing and marketing plan or plans.
On November 13, 2000, the Company entered into a common stock purchase agreement
with Fusion Capital Fund II, LLC, a Chicago based institutional investor,
whereby Fusion Capital agreed, subject to contract terms, to buy $10 million of
the Company's common stock. In addition, the Company has the option to require
Fusion Capital to enter into a second identical common stock purchase agreement
for the purchase of an additional $10 million of its common stock. The aggregate
equity investment committed to the Company by Fusion Capital is $20 million.
These funds will be used to further develop the proprietary drug Anticort(TM)
through FDA clinical trials and for acquisitions, alliances and other corporate
opportunities. More specifically, Fusion Capital has agreed to purchase from the
Company up to $10 million of the common stock over a 25-month period. After the
U.S. Securities & Exchange Commission has declared effective a registration
statement, each month STGI has the right to sell to Fusion Capital $400,000 of
its common stock at a price based upon the market price of the common stock on
the date of each sale without any fixed discount to the market price. At the
Company's sole option, Fusion Capital can be required to purchase lesser or
greater amounts of common stock each month up to $10 million in the aggregate.
The Company has the right to control the timing and the amount of stock sold to
Fusion Capital. STGI also has the right to terminate the agreement at any time
without any additional cost. Other terms and conditions apply. The agreement
with Fusion Capital will be filed separate from this report.
PART II-OTHER INFORMATION
Item 1. Legal Proceedings
A suit, described in the prior Form 8-K and Form 8-KA filings identified below,
continues in the District Court, Clark County, Nevada, which suit was instituted
by a former Director. The allegations and positions of the parties in the suit,
including that of the Company and its Directors which have been included in the
suit, are numerous and subject to additions, and changes in amendments,
pleadings, motions, and hearings, but involve claims that the Board should not
have compensated persons, including the officers and Board members, with shares
of stock, the Company should not be allowed to sell shares of stock, the Company
should hold a shareholders meeting to appoint Directors, that the former
Director does not have sufficient shares in the Company to bring one or more of
the claims, that the purported addition of shareholders, in various numbers
depending upon what date the tally is made, is not legally valid, and other
points. While various rulings have been issued, the Board will not issue
additional shares to itself until the matter is resolved upon advice of
litigation counsel to the Company, which also represents the Board, in
compliance with a court order that the Board not do so. In a related suit by the
former Director bringing claims of defamation, the Court ruled in favor of the
Company on a summary judgment motion, against the former Director. Thus far, it
appears no monetary damages are being sought, and the Company believes it will
be successful, for it and Management.
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<PAGE>
Item 5. Other Information
The Company notifies shareholders that the deadline to submit valid proposals
for the next annual meeting of the shareholders (meeting scheduled for April 24,
2001) of the Company is December 4, 2000.
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits Index - FORM 10-QSB. None.
b. Reports on Form 8-K. The only Report on Form 8-K filed by the Company during
the period covered by this report, filed August 1, 2000, which described a
change in the certifying accountants, the entering into of a funding agreement
with a New York firm, a dispute with a former Director, including suit filed in
Las Vegas, Nevada (referenced above), and certain changes in Management. The
Report was later amended by the Form 8-KA filed on September 12, 2000.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant has
caused this Report to be signed on its behalf by the undersigned, thereunto duly
authorized.
STEROIDOGENESIS INHIBITORS INTERNATIONAL, INC.
(Registrant)
By: /s/ Albert "Bert" Wollen, President
(Principal Executive Officer)
Date: 11/24/2000
-11-
