U.S. SECURITIES AND ECHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[X] Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934 for the quarterly period ended March 31, 2000.
[] Transition report pursuant to section 13 or 15(d) of the Securitie Exchange
Act of 1934 for the Transition period from ____ to ____.
Commission File NO. 0-26557
Stemcell Global Research, Inc.
(Exact name of small business issuer as specified in its charter)
Nevada 88-0407473
(State or other jurisdiction (I.R.S Identification No.)
of incorporation or organization)
9978 Washington Street, Camp Dennison, Ohio 45111
(Address of principal executive offices)
Issuer's telephone no. (513) 831-8007
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
X Yes No
As of March 31, 2000, there were 1,924,350 shares outstanding of issuer's common
stock.
PART I. FINANCIAL INFORMATION.
Item 1. Financial Statements
The information required by this item is attached as an exhibit hereto.
Item 2. Management's Discussion and Analysis or Plant of Operation.
A. Management's Plan of Operation
(1) In its initial operating period ended December 31, 1999,
the Company incurred a net loss of $210,072.00 for selling,
general and administrative expenses related to start-up operations. It has yet
to receive any revenues from operations. On January 22, 1999, approximately
twenty three (23) founding shareholders purchased 1,651,125 shares of the
Company's authorized treasury stock for cash. This original stock offering was
made pursuant to Nevada Revised Statues Chapter 90.490. Additionally, in March
of 1999, the Company completed an offering of two hundred seventy three thousand
two hundred and twenty five (273,225) shares of the Common Stock of the Company
to approximately twenty eight (28) unaffiliated shareholders. This offering was
made in reliance upon an exemption from the registration provisions of Section
4(2) of the Securities Act of 1993, as amended, pursuant to Regulation D, Rule
504 of the Act. As of the date of this filing, the Company has one million nine
hundred twenty four thousand three hundred and fifty (1,924,350) shares of its
$0.001 par value common voting stock issued and outstanding which are held by
approximately fifty one (51) shareholders of record. Management fully
anticipates that the proceeds from the sale of all of the Common Shares sold in
the public offering delineated above will be sufficient to provide the Company's
capital needs for the next approximately six (6) months to twelve (12) months.
The Company currently has no arrangements or commitments for accounts and
accounts receivable financing. There can be no assurance that any such financing
can be obtained or, if obtained, that it will be on reasonable terms.
This is a development stage company. The Company believes that its
initial revenues will be primarily dependent upon the Company's ability to cost
effectively and efficiently provide cell therapy process technologies to the
medical profession. The Company designates as its priorities for the first
twelve months of operations as developing and emphasizing its existing cell
therapy technologies to establish its business in the biotechnology market.
Realization of sales of the Company's products, services and/or technology
during the fiscal year ending December 31, 2000 is vital to its plan of
operations. There are no guarantees that other cell therapy technologies or
products similar to the Company's could not enter the market first; if they
enter the market first, this would dramatically curtail any earnings potential
for the Company. Additionally, a superior competitive technology or product
could force the Company out of business.
As of March 31, 2000, the Company has yet to generate any revenues. In
addition, the Company does not expect to generate any revenues over the next
approximately twelve(12) months. This raises substantial doubt about its ability
to continue as a going concern. The company has received a going concern opinion
on its audited financial statements.
(2) No engineering, management or similar report has been prepared or provided
for external use by the Company in connection with the offer of its securities
to the public.
(3) Management believes that the Company's future growth and success will be
largely dependent on its ability to develop or acquire products and technology
to meet the evolving needs of its prospective customers. The Company believes
that the long-term success of its product offerings and technology will require
substantial research and development.
The Company has yet to incur any research and development costs from
January 20, 1999 (date of inception) through March 31, 2000. However, during the
fiscal and calendar year ending December 31, 2000, the Company plans to incur
research and development expenses of approximately $10,000 with respect to its
current and future products and technology. The cost of such activities are not
expected to be borne by the Company's customers.
(4) The Company currently does not expect to purchase or sell any of its
facilities or equipment.
(5) Management does not anticipate any significant changes in the number of
employees over the next approximately twelve (12) months.
B. Segment Data
As of March 31, 2000, no sales revenue has been generated by the
Company. Accordingly, no table showing percentage breakdown of revenue by
business segment or product line is included.
PART II. OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds.
In April of 1999, the Company completed a public offering of shares of
common stock of the Company pursuant to Regulation D, Rule 504 of the Securities
Act of 1933, as amended, whereby it sold 273,225 shares of the Common Stock of
the Company to 28 unaffiliated shareholders of record. The Company filed an
original Form D with the Securities and Exchange Commission on or about April 5,
1999. As of March 31, 2000, the Company has 1,924,350 shares of common stock
issued and outstanding held by 51 shareholders of record.
Signatures
In accordance with the requirements of the Exchange Act, the registrant casued
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Date: August 8, 2000
------------
By: /s/ Dr. Garrell Noah
--------------------
Dr. Garrell Noah, Chairman of the Board, President and Chief Executive
Officer
----------------------------------------------------------------------
By: /s/ David Leytze
--------------------
David Leytze, Director, Vice President, CFO, Secretary/Treasurer
----------------------------------------------------------------
