<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 March 31, 2000.
--------------
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE TRANSITION PERIOD FROM ________ TO _______.
Commission file number: 0-26417
THE HYDROGIENE CORPORATION
(Exact name of small business issuer as specified in its charter)
Florida 91-1853701
(State or other jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or organization)
12335 World Trade Drive, Suite 8, San Diego, CA 92128
(Address of principal executive offices) (Zip Code)
(858) 675-8033
(Issuer's telephone number)
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 issuers involved in bankruptcy proceedings during the
preceding five years
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. N/A
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 April 30, 2000, the issuer had
45,816,385 shares of common stock outstanding and no shares of preferred stock
issued or outstanding.
Transitional Small Business Disclosure Format (Check one): Yes [X] No [ ]
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Unaudited Consolidated Balance Sheet as of March 31, 2000
Consolidated Balance Sheet as of December 31, 1999
Unaudited Consolidated Statements of Operations for the Quarters Ending March
31, 2000 and March 31, 1999
Unaudited Consolidated Statements of Operations for the period beginning with
inception and ending on March 31, 2000
Unaudited Consolidated Statements of Operations for the Years Ending March 31,
2000 and March 31, 1999
Unaudited Consolidated Statements of Cash Flows for the Quarters ending March
31, 2000 and March 31, 1999
Unaudited Consolidated Statements of Cash Flows for the period beginning with
inception and ending on March 31, 2000.
Notes to Consolidated Financial Statements
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Company is currently a development stage company and has placed primary
emphasis on product development and testing and customer test marketing. The
Company has made limited sales of its products and has been, and is currently
operating at a loss. The Company requires additional funding to continue its
operations and to accomplish its growth objectives and marketing of its
products.
The Company plans to raise an additional $10,000,000 pursuant to a Form SB-
2 to be filed in the second quarter of the year 2000, which will provide working
capital to fund the Company's operations for the remaining nine months of the
year 2000. The Company believes that after this round of funding is in place,
the Company will not need to raise additional funds for the remainder of the
year 2000.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
THE HYDROGIENE CORPORATION, a Florida Corporation, vs. AMERICAN BIDET COMPANY, a
- --------------------------------------------------------------------------------
Florida Corporation, doing business as Mr. Bidet, Continental Bidet and/or US
- -----------------------------------------------------------------------------
Bidet and ARNOLD COHEN, individually and doing business as Bidet Products
- --------------------------------------------------------------------------
Consumer Reports and DOES 1 through 100, inclusive. United States District
- ---------------------------------------------------
Court, Southern District of California, Case No. 00 CV 0839 H. This action was
commenced on April 25, 2000 by the Company filing a Complaint For Trademark
Infringement, Unfair Competition, Defamation, and Preliminary and Permanent
Injunction arising from defendants improper use of the trade name "Hydrogiene"
on two websites and slanderous statements made
<PAGE>
on those websites. Relief sought - damages and injunction.
G. KRISHNA KUMAR, M.D., individually, and as Trustee for the KUMAR PENSION TRUST
- --------------------------------------------------------------------------------
vs. HYDROGIENE CORPORATION, a Florida corporation, and CHARLES KALLMANN. State
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of Michigan, Circuit Court for the County of Oakland, Case 00-021462-CK. The
action commenced on March 8, 2000. This is an action against Hydrogiene and
Kallmann for alleged breach of an agreement to issue unrestricted stock. Causes
of action have been alleged for breach of contract, fraud, and innocent
misrepresentation. Relief sought - damages.
BRITISH FAR EAST HOLDINGS, LTD., a Delaware corporation vs. THE HYDROGIENE
- --------------------------------------------------------------------------
CORPORATION, a Florida corporation, and DOES 1 through 10, inclusive. Superior
- --------------------------------------------------------------------
Court of California, County of San Diego, Case No.727621. Action commenced in
1998. Action against Hydrogiene for alleged breach of contract. Hydrogiene
conceded it owed $18,000 plus issuance of certain stock to plaintiff and offered
same. The action went to trial in January, 2000. Plaintiff received the amount
previously offered by defendant. Plaintiff has not entered formal judgment.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
During the first quarter of 2000, the Company issued 3,308,804 shares of
common stock. Of those shares, 3,210,605 shares were issued in payment of
services having an aggregate value of $5,850,997 and 98,199 shares were issued
for the conversion or repayment of debt with an aggregate value of $199,375.
Each of these transactions resulted in the issuance of restricted shares in
private transactions with persons or entities with whom the Company had a pre-
existing business relationship.
ITEM 5. OTHER INFORMATION
PURCHASE OF EQUIPMENT
Through a wholly owned subsidiary being formed, the Company expects to
purchase certain equipment for use in the manufacture of some of its products in
exchange for this issuance of 200,000 shares of its common stock and the
assumption of the liabilities which presently encumber the equipment in the
amount of approximately $30,000. The equipment will be acquired from Lifequest,
Inc., a Utah corporation and the transaction is expected to take place in May of
2000.
PURCHASE OF UNIQUE FORMULAS, PROCESSES AND TRADEMARKS FOR USE WITH THE
COMPANY'S PRODUCTS
Through a wholly owned subsidiary being formed, the Company plans to
purchase certain formulas, processes and trademarks for use in connection with
the manufacture and sale of a new line of beauty and skin care products, which
the Company believes are compatible with its Theraclenze and Mediclenze
products. The trademarks associated with the formulas and processes are well
recognizable. Such formulas and processes are unique and the Company believes
that such formulas, processes and trademarks will enable the Company to market
its Theraclenze and Mediclenze and other products more successfully. The Company
anticipates that the cost of such formulas, processes and trademarks will be
approximately $3,150,000 and that the purchase will be completed in May of 2000.
3
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ACQUISITION OF NEW NAME FOR USE IN MARKETING THE COMPANY'S PRODUCTS
In a transaction related to the purchase of formulas, processes and
trademarks, the Company plans to purchase the name "Life Quest, Inc." from a
Utah corporation. The Company plans to use the name Life Quest, Inc. in
connection with the marketing of these new products and other products of the
Company. The Company anticipates it will be able to acquire the name Life Quest,
Inc. for a nominal amount and that the acquisition will take place simultaneous
with the acquisition of the formulas, processes and trademarks mentioned above.
PURCHASE OF BUILDING FOR ASSEMBLY OF PRODUCTS
Through one of its subsidiaries, the Company plans to purchase a commercial
building in Orem, Utah in May of 2000 which will house its cosmetics and skin
care products manufacturing operations. The Company expects the purchase price
to be approximately $720,000.
NATIONAL BROKERS & DISTRIBUTORS
The Company has entered into a memorandum of understanding to acquire one
half of the ownership of National Brokers & Distributors from National Capital
Companies. The documentation has not yet been finalized.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following exhibits are filed as part of this Form 10-QSB:
2 Amended and Restated Articles of Incorporation and Bylaws of The
Hydrogiene Corporation (f/k/a High Climbers, Inc.), is
incorporated by reference from the Company's 8-K/A report filed
with the SEC on February 25, 2000.
3.1 Form of Common Stock Purchase Warrants with Seascape Management
Company, LLC, Fern Stotsenberg, Bradley Gardner, Aerial Gardner,
Gregory Gardner and Philip Gardner, is incorporated by reference
from the Company's Form 10-KSB filed with the SEC on April 14,
2000.
3.2 Form of Warrant to Purchase Common Stock, with Evergreen
Financial Services, Inc., dated August 25, 1998, is incorporated
by reference from the Company's Form 10-KSB filed with the SEC on
April 14, 2000.
6.1 License Agreement dated August 21, 1997, as amended on September
1, 1997, is incorporated by reference from the Company's Form 10-
KSB filed with the SEC on April 14, 2000.
4
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6.2 Hydrogiene Employment Contract dated October 1997 with Charles
Kallmann, is incorporated by reference from the Company's Form
10-KSB filed with the SEC on April 14, 2000.
6.3 Hydrogiene Stock Option Agreement dated August 11, 1999 with
Charles Kallmann, is incorporated by reference from the Company's
Form 10-KSB filed with the SEC on April 14, 2000.
6.4 Hydrogiene Stock Option Agreement dated August 11, 1999 with
Michael Brette, is incorporated by reference from the Company's
Form 10-KSB filed with the SEC on April 14, 2000.
27.1 Financial Data Schedule (electronically filed herewith).
(b) REPORTS ON FORM 8-K
The issuer filed a Form 8-K on December 13, 1999, which was amended by the
filing of a Form 8-K/A on February 29, 2000 (pursuant to a Form TH). The Form
8-K/A was filed electronically on March 1, 2000, and was subsequently amended by
a further Form 8-K/A filed on March 6, 2000, to correct typographical errors in
the financial statements. The purpose of the initial filing was to report the
acquisition of Decurion Corporation, and to make the Rule 12g-3(a) election for
the issuer to become a successor issuer to Decurion Corporation for reporting
purposes. The purpose of the amendments on Form 8-K/A was to file the audited
financial statements of the issuer for the year ended December 31, 1999.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
The Hydrogiene Corporation
A Florida corporation
(Registrant)
Date: May 19, 2000 /s/ Charles W. Kallmann
--------------------------------------------
Charles W. Kallmann, Chief Executive Officer
Date: May 19, 2000 /s/ Charles W. Kallmann
---------------------------------------------
Charles W. Kallmann, Chief Accounting Officer
5
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THE HYDROGIENE CORPORATION
AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
---------------------------
<TABLE>
<CAPTION>
March 31, 2000
(Unaudited) December 31, 1999
--------------- -----------------
<S> <C> <C>
ASSETS
------
CURRENT ASSETS
Cash $ 102,750 $ -
Marketable securities 1,938 -
Accounts receivable 903 -
Inventories 160,433 35,036
Due from officer 12,500 12,500
Prepaid expenses 73,466 13,853
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Total current assets 351,990 61,389
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PROPERTY & EQUIPMENT - NET 302,081 83,657
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ADVANCES - PURSUANT TO MERGER 45,881 -
------------- -----------
TOTAL ASSETS $ 669,952 $ 145,046
============= ===========
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
----------------------------------------
CURRENT LIABILITIES
Cash overdraft $ - $ 57,152
Accounts payable 666,142 936,595
Payroll tax payable and accrued 51,421 84,223
Interest payable - 6,411
Loans payable - current 596,991 217,241
Obligation under capital lease - current - 2,645
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Total Current Liabilities 1,314,554 1,304,267
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LONG-TERM LIABILITIES
Loans payable 1,616,600 168,500
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TOTAL LIABILITIES 2,931,154 1,472,767
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STOCKHOLDERS' DEFICIENCY
Preferred stock, $.001 par value, 50,000,000 shares
authorized, none issued and outstanding - -
Common stock, $.0001 par value, 250,000,000 shares authorized,
45,301,385 and 41,992,581 shares issued and outstanding 4,530 4,199
Additional paid-in capital 15,849,918 9,854,502
Other comprehensive loss (2,027) -
Accumulated deficit during development stage (18,047,206) (11,095,380)
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(2,194,785) (1,236,679)
Less: stock issued for future services (36,417) (91,042)
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Total Stockholders' Deficiency (2,231,202) (1,327,721)
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TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY $ 699,952 $ 145,046
- ---------------------------------------------- ============= ===========
</TABLE>
See accompanying notes to consolidated financial statements.
6
<PAGE>
THE HYDROGIENE CORPORATION
AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
-------------------------------------
<TABLE>
<CAPTION>
For the period from
For the three month For the three month December 28, 1995
period ended period ended (inception) to
March 31, 2000 March 31, 1999 March 31, 2000
(Unaudited) (Unaudited) (Unaudited)
------------------ ------------------- ------------------
<S> <C> <C> <C>
SALES $ 2,910 $ 7,451 $ 39,606
COST OF SALES 5,393 15,290 211,229
------------------- ------------------- ------------------
GROSS LOSS (2,483) (7,839) (171,623)
------------------- ------------------- ------------------
OPERATING EXPENSES
Officer compensation 154,793 763,666 3,510,224
Consulting 6,078,364 252,450 10,278,341
Employee compensation and taxes 92,801 62,648 584,786
Depreciation 22,735 4,649 66,442
Professional fees 55,900 73,893 551,759
Research and development 106,417 3,500 179,607
Royalty expense 196,383 228,190 1,230,015
Advertising 88,875 18,992 286,223
Other selling, general and administrative 175,579 49,413 892,729
------------------- ------------------- ------------------
Total Operating Expenses 6,971,847 1,457,401 17,580,126
LOSS FROM OPERATIONS (6,974,330) (1,465,240) (17,751,749)
------------------- ------------------- ------------------
OTHER INCOME (EXPENSE)
Interest expense (4,611) (14,678) (83,885)
Gain (loss) on abandonment of
leasehold improvements and
equipment - - 1,189
Interest income 3,217 25 3,437
------------------- ------------------- ------------------
Total Other Income (Expense) (1,394) (14,653) (79,259)
------------------- ------------------- ------------------
LOSS BEFORE EXTRAORDINARY ITEM (6,975,724) (1,479,893) (17,831,008)
EXTRAORDINARY ITEM
Gain (Loss) on debt extinguishment 23,898 - (216,198)
------------------- ------------------- ------------------
NET LOSS $ (6,951,826) $ (1,479,893) $ (18,047,206)
- -------- =================== =================== ==================
Net loss per share - basic and diluted $ (0.16) $ (0.12) $ (1.51)
=================== =================== ==================
Weighted average number of shares
outstanding during the period -
basic and diluted 42,788,712 12,503,368 11,931,861
=================== =================== ==================
</TABLE>
See accompanying notes to consolidated financial statements.
7
<PAGE>
THE HYDROGIENE CORPORATION AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------
<TABLE>
<CAPTION>
For the period from
For the three For the three month December 28, 2995
month period ended period ended (inception) to
March 31, 2000 March 31, 1999 March 31, 2000
(Unaudited) (Unaudited) (Unaudited)
-------------------- --------------------- ----------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $ (6,951,826) $ (1,479,893) $ (18,047,206)
Adjustments to reconcile net loss to net cash used
in operating activities:
Depreciation and amortization 22,735 4,649 66,442
Loss on abandonment of assets - (1,189)
Expenses incurred on issuance of common stock 5,850,997 1,545,466 14,332,784
(Gain) Loss on extinguishment of debt (23,898) 216,198
Changes in operating assets and liabilities:
Increase (decrease) in:
Accounts receivable (903) (274) (903)
Prepaid expense (59,613) (70,476) (73,466)
Inventories (125,397) (66,246) (160,433)
Cash overdraft (57,152) (8,187) -
Accounts payable (208,576) 117,870 728,019
Payroll taxes payable and accrued (39,213) (149,188) 60,663
Advances (45,881) - (45,881)
------------------- -------------------- --------------------
Net Cash Used In Operating Activities (1,638,727) (106,279) (2,924,972)
------------------- -------------------- --------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of marketable securities (3,965) - (3,965)
Purchase of property and equipment (241,159) (34,890) (326,687)
------------------- -------------------- --------------------
Net cash used in investing activities (245,124) (34,890) (330,652)
------------------- -------------------- --------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of loan (7,392) - (332,455)
Payment on capital lease obligations (2,645) - (19,636)
Loan proceeds 1,996,638 - 2,859,732
Due from officer - - (12,500)
Issuance of common stock - 100,000 863,233
------------------- ------------------- --------------------
Net Cash Provided By Financing Activities 1,986,601 100,000 3,358,374
------------------- ------------------- --------------------
NET INCREASE (DECREASE) IN CASH 102,750 (41,169) 102,750
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD - 41,169 -
-------------------- -------------------- --------------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 102,750 $ - $ 102,750
- ------------------------------------------
NON-CASH INVESTING AND FINANCING:
Common stock exchanged for notes payable: $ 199,375 $ - $ 622,014
==================== ==================== ====================
Equipment acquired under capital lease $ - $ - $ 19,636
==================== ===================== ====================
$
CASH PAID AND RECEIVED DURING THE PERIODS FOR:
Interest expense $ 4,611 $ - $ 80,745
==================== ==================== ====================
Interest income $ 3,217 $ 25 $ 3,437
==================== ==================== ====================
</TABLE>
See accompanying notes to consolidated financial statements.
8
<PAGE>
THE HYDROGIENE CORPORATION
AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
NOTE 1 BASIS OF PRESENTATION
- ------ ---------------------
The accompanying unaudited interim consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles and the rules and regulations of the Securities and
Exchange Commission for interim financial information. Accordingly,
they do not include all the information and footnotes necessary for a
comprehensive presentation of financial position and results of
operations.
It is management's opinion, however, that all adjustments (consisting
of normal recurring adjustments) have been made which are necessary
for a fair financial statements presentation. The results for the
interim period are not necessarily indicative of the results to be
expected for the year.
For further information, refer to the consolidated financial
statements and footnotes included in the Company's Form 10-KSB for the
year ended December 31, 1999.
NOTE 2 LOANS
- ------ -----
During the three months ended March 31, 2000, the Company entered into
notes payable of $1,996,638. The notes bear interest of prime plus 2%
annum, principle and accrued interest due March 27, 2010.
NOTE 3 STOCKHOLDERS' EQUITY
- ------ --------------------
(A) Conversion of Notes into Common Stock
-----------------------------------------
During the three months ended March 31, 2000, three loans and accounts
payable aggregating $223,273 were converted into 98,199 common shares.
The shares were issued aggregating $199,375. The shares were valued at
the quoted trading price on the conversion dates resulting in a gain
on extinguishment of debt of $23,898.
(B) Issuance of Common Stock for Services
-----------------------------------------
During the three months ended March 31, 2000, 3,210,605 common shares
were issued for services to various service providers. The shares
were valued at $5,850,997, the quoted trading prices on the agreement
dates.
9
<PAGE>
THE HYDROGIENE CORPORATION
AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF MARCH 31, 2000
--------------------
NOTE 4 PENDING ACQUISITIONS
- ------ --------------------
The Company has entered into three memoranda of understandings to
acquire certain assets and formulas from Lifequest, Inc., a building
from partners related to Lifequest, Inc. and certain assets from
National Brokers and Distributors. The acquisitions are scheduled to
close in May 2000. As of the date of this filing, the acquisition
agreements have not been finalized.
NOTE 5 LEGAL MATTERS
- ------ -------------
The Company is subject to a lawsuit seeking damages for breach of an
agreement to issue unrestricted stock, fraud, and innocent
misrepresentation. The Company has not yet assessed the likely
outcome of this lawsuit.
10
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 102,750
<SECURITIES> 1,938
<RECEIVABLES> 903
<ALLOWANCES> 0
<INVENTORY> 160,433
<CURRENT-ASSETS> 351,990
<PP&E> 364,757
<DEPRECIATION> (62,676)
<TOTAL-ASSETS> 669,952
<CURRENT-LIABILITIES> 1,314,554
<BONDS> 0
0
0
<COMMON> 4,530
<OTHER-SE> (2,226,672)
<TOTAL-LIABILITY-AND-EQUITY> 669,952
<SALES> 2,910
<TOTAL-REVENUES> 2,910
<CGS> 5,393
<TOTAL-COSTS> 6,981,851
<OTHER-EXPENSES> 6,971,847
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,611
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> (6,975,724)
<DISCONTINUED> 0
<EXTRAORDINARY> 23,898
<CHANGES> 0
<NET-INCOME> (6,951,826)
<EPS-BASIC> (0.16)
<EPS-DILUTED> (0.16)
</TABLE>
