UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT, 1934
For the Fiscal Year Ended December 31, 1999
Commission File Number 000-3080
DIABETEX INTERNATIONAL, CORP
(Exact name of registrant as specified in its charter)
Nevada 870652348
(State or jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
142 FERRY ROAD, SUITES 1 & 2, OLD SAYBROOK, CT 06475
( Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number including area code: (860) 395-1933
Securities registered under Section 12 (b) of the Exchange Act: None
Securities registered under Section 12 (g) of the Exchange Act:
Title of Each Class
Common Stock, $ 0.002 par value
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities and 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
last 90 days. Yes [X] No [ ]
Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B contained in this form and no disclosure will be contained,
to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10 KSB [X]
The Registrant's revenues for the fiscal year ended December 31, 1999
were $ 40,605.00
The aggregate market value of voting stock held by non-affiliates of the
Registrant as of March 22, 2000 was based upon the last sale price of such
stock on that date on the over-the-counter market commonly referred to as the
"pink sheets" was $ 179,535,329. The number of shares of the
Registrant's Common Stock outstanding on December 31, 1999 was
13,110,929 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Proxy Statement for its Annual Meeting of
Stockholders to held on May 15, 2000 are incorporated by
reference in Part III of this Report. Except as expressly incorporated by
reference, the Registrant's Proxy statement shall not be deemed a part of
this Form.
PART I
ITEM 1. THE COMPANY
Item 1. Description of Business:
HISTORY OF THE COMPANY
Diabetex International Corporation ("Diabetex" or the "Company") was founded
on September 14, 1983. The original name of the Company
was Sheridan Industries Inc. Through a merger in December 1998,
the Company moved from Utah to Nevada and changed its name from
Sheridan Industries, Inc. to Diabetex International Corporation to
reflect its new strategy. This new strategy was to focus on
diabetes-related products and services.
On June 30, 1999, Diabetex acquired the rights to a treatment program called
Metabolic Activation for the treatment of metabolic diseases. This treatment
program was the property of Advanced Metabolic Systems, a Delaware
corporation ("AMSys"). In addition to Metabolic Activation, AMSys provided
and continues to provide certain other products and services, which the
Company did not wish to acquire and AMSys did not wish to license. In order
to provide an avenue for the Company to acquire the rights to Metabolic
Activation, AMSys spun a new corporation, Advanced Metabolic Technologies,
Inc. ("AMTech"). All of the assets held by AMSys associated with metabolic
disorders became the assets of AMTech. Diabetex, in turn, acquired 100% of
this new company. AMTech is a wholly-owned subsidiary of Diabetex
International Corporation. This acquisition combined two complimentary
technologies, diabetes metering systems with diabetes treatment technology.
In the trade of Diabetex's shares for AMTech, no "tax free" exchange status
was sought.
AMSys operates in Connecticut. Its principal line of business is to provide
consulting services to physicians in the area of metabolic disorder
treatments. Diabetex assumed no liabilities of AMSys other than those
required by any license now an asset of AMTech, its wholly-owned subsidiary.
No creditor of AMSys was adversely affected by the acquisition of the assets
transferred to AMTech. The consideration for the acquisition of the AMSys
diabetes related assets is 1,232,261 shares of Common Stock valued at $10.00
per share (c.f. 10 Financial Statements).
Following the acquisition of AMTech from AMSys, AMSys continued to perform
billing, collections and other administrative services for Diabetex for a
period of one year. AMSys has not performed any services for Diabetex since
June 30, 2000. These services are now performed by Diabetex personnel.
Diabetex believes it employs sufficient and appropriate personnel to operate
this new subsidiary and to promote its clinical treatment business. The
Company's personnel is addressed later in this registration statement, and
all material employment contracts are made an exhibit hereto by reference.
In June 1999, the Company acquired an exclusive license from Hamilton-May
Corporation ("Hamilton-May") for an insulin infusion pumping system.
Hamilton-May is awaiting patents for this device, which has been named the
"Fluid Micrometer". Hamilton-May, a Nevada corporation, has developed
prototype devices with the ability to modify the current infusion pump
systems with its fluid micrometer. This new technology is intended to
deliver metabolic disorder treatment as well as Continuous Subcutaneous
Insulin Infusion ("CSII") for individuals with diabetes while measuring
glucose levels.
PRINCIPAL PRODUCTS AND SERVICES
Diabetex Non-Invasive Glucose Measurement Device:
The Company holds an exclusive worldwide license to manufacture,
develop and market a non-invasive patented device for the measurement of
blood glucose, glycosolated hemoglobin A1C (average blood glucose level
measurement), and other blood levels to help treat diabetes and other
diseases. Prototypes have been developed and there has been clinical
testing for the purpose of refinement, but no request for approval from
the Food and Drug Administration ("FDA") has as of yet been requested.
The Company plans to develop these devices to final production form and
upon completion of production model units, submit them for clinical trials
and testing in conjunction with FDA approval application. The Company
continues to use original equipment manufacturer ("OEM") to produce the
equipment to specification of the Company.
Metabolic Activation Treatment
Through the acquisition of AmTech, the Company has the exclusive
license to market a patented metabolic treatment
known as Metabolic Activation. Current medical publications
also refer to this treatment as Hepatic Activation or Chronic
Intermittent Intensive Insulin Therapy ("CIIIT"). This treatment is
delivered via a special intravenous infusion device, or pump, with
the desired pattern of infusion pre-programmed into the pump. The pump
currently used is the Bionica Microdose Pump, which has received a 501(k)
market clearance from the FDA. Over the ten (10) years that this treatment
has been in clinical use, including its trials and development, it has
proven to prevent and in some cases reverse health complications caused by
diabetes.
Training of Metabolic Activation Technicians
The Company, through its acquisition of AmTech, acquired all of the
Clinic Operations Manuals, Training Manuals and the services of all
training personnel used to oversee the establishment of Metabolic
Activation Clinics. There has been no interruption of Clinics already
operating, and the Company currently supplies all services and
training required for these and new clinics by providing technical
assistance to hospitals, doctors and support staff.
SALES AND MARKETING
As of December 31, 1999, the Company has not realized any significant
income from any of its products. There have been no sales of its
Biologic Monitoring Devices, or of its Infusion Devices. Metabolic
Activation accounted for $ 40,605.00 in revenues.
The Company plans to develop a marketing plan using traditional
channels of distribution. Management intends to fund its
subsidiary's activities according to its business plan and is confident
that it will be profitable in the future.
COMPETITION
The Company is competing within the medical research and development market.
It believes it is well ahead of the competition in a "ready for market
accurate" non-invasive glucose measuring device.
To the best of management's knowledge it is the only company developing a
complete treatment system ranging from the monitoring of blood components to
infusion of insulin and the treatment of metabolic illness using Metabolic
Activation.
Metabolic Activation complements the traditional treatment of
diabetes. Currently, Metabolic Activation is offered at clinics only.
Insurance reimbursement has usually occurred upon appeal. The Company
believes that as the procedure becomes more prevalent in the market,
insurance and Medicare reimbursement may become more readily available.
RESEARCH AND DEVELOPMENT
The Company continues to develop an infusion pump to replace the Bionica
Microdose and to miniaturize its monitoring devices for home use.
The Company does not pay any R&D expenses directly; however, during 1999
it paid $249,703 in prepaid royalties to Solid State Farms, Inc., all of
which went to R&D of the non-invasive blood glucose monitor.
EMPLOYEES:
As of December 31, 1999 the Company had 5 employees of whom 5 are full-
time. The Company has no collective bargaining agreements and
believes that relations with its employees are good.
GOVERNMENT REGULATION
Medical products of the type currently being marketed by the Company are
subject to regulation under the Food and Drug Administration and
Cosmetic Act of (the "FDA Act"), as amended in the Medical Device Amendments
of 1976 (the "1976 Amendments"), the 1990 Safe Medical Devices Act, and most
recently the new Quality System Regulation (QSR) which replaces the
regulations formerly called Good Manufacturing Practice (GMP's).
In addition, depending on the product type, the Company must also comply
with those regulations governing the Conduct of Human Investigations, Pre-
Market Approval Regulations and other requirements, as promulgated by the
Food and Drug Administration (FDA). The FDA is authorized to inspect a
device, its labeling and advertising, and the facilities in which it is
manufactured in order to ensure that the device is not manufactured or
labeled in such a way as it could cause harm or be injurious to health.
Under the 1976 Amendment and the Safe Medical Device Act, the FDA
adopted regulations which classify medical devices based upon the degree
of regulation the FDA believes necessary to assure safety and efficacy.
A device is classified as Class I, II or III device. Class I devices are
subject only to general controls. Class II devices are or will be subject
to "performance standards". Most devices are also subject to the 501(k)
pre-market notification provision. In addition, Class III devices require
FDA pre-market approval before they may be marketed commercially because
their safety and effectiveness cannot be assured by the general controls
and performance standards of Class I or II devices. The Company's products
are Class II and Class III devices and as such several may require FDA
notification under Section 501(k) of the FDA Act.
The FDA has authority, to among other things, deny marketing approval until
all regulatory protocols are deemed acceptable, halt the shipment of
defective products, and seize defective products sold to customers. Adverse
publicity from the FDA, if any, could have a negative impact on sales.
To date, the Company has had no FDA oversight problems, and none are pending
to its knowledge.
MANUFACTURING AND QUALITY ASSURANCE
The Company currently does no manufacturing and relies on Hamilton-Clarke
to provide protypes and other working models of its prospective products.
Meatablic Activation requires no manufacturing.
The Company plans to use Original Equipment Manufaturers (OEM) for the
manufacture of its products upon completion of their development.
Quality control procedures are to be performed by the Company pursuant
to standards set forth in the FDA's "Quality Systems Regulation". These
procedures will include the inspection of components and full testing
of finished goods.
TRADEMARKS, PATENTS AND COPYRIGHTS
The Company does not have any registered trademarks for its products, nor
does it hold any patents. The Company does have a license agreement with
Solid State Farms for the exclusive worldwide right to market, develop,
exploit, manufacture and sell a blood glucose monitoring device. Solid
State Farms holds 8 international patents on this technology.
The Company has a license agreement with Hamilton-May Corporation for the
exclusive right to market, develop, exploit, manufacture and sell infusion
pumps, including the "Fluid Micrometer Pump"
The Company, through its wholly-owned subsidiary Advanced Metabolic
Technologies, Inc. (AMTech), has a license from Thomas T. Aoki, MD and his
Research Institute to use and market a patented treatment for diabetes
patients known as Metabolic Activation. All drugs used in Metabolic
Activation therapy have met all FDA requirements for use on human patients,
and the delivery device currently in use has received market-clearance
pursuant to section 510(k) of the Food and Drug Act. The market-clearance
number is K875316.
ITEM 2. PROPERTIES
The Company does not own any real property. All of its equipment is in
good working order. Its principal location at 142 Ferry Road, Suites 1 & 2,
Old Saybrook, CT 06475 is rented.
No contracts exist requiring the Company to use any particular
manufacturing supplier or facilities.
ITEM 3. LEGAL PROCEEDINGS
No material legal proceedings involving the Company are pending at this time.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company had no matters before the shareholders during the period covered
by this report.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
(a) The Common Stock of the Company is traded in the over-the-counter market
commonly referred to as the "pink sheets". The following table shows the high
and low bid quotations for the Company's Common Stock for each quarterly
period for the last 12 months. These prices reflect inter-dealer prices
and may not represent actual transactions and do not include retail mark-ups,
mark-downs or commissions:
<TABLE>
<CAPTION> STOCK PERFOMANCE
Period Ended High Low
<S> <C> <C>
March 31, 1999 14 10
June 30, 1999 22 14
September 30, 1999 25 9
December 31, 1999 16 10
</TABLE>
(b) The following table sets forth the approximate number of holders of
record of Common Stock of the Company on December 31, 1999
<TABLE>
<CAPTION> NUMBER OF SHAREHOLDERS
Title of Class Number of Shareholders
<S> <C>
Common Stock, $0.002 par value 340
(c) No cash dividends have been declared on the Company's common stock during
1999.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
RESULTS OF OPERATIONS:
The Company lost $1,667,116 ($.14 loss per share)in 1999. The computations
of loss per share are based on the weighted average number of shares
outstanding at the date of the financial statements. Fully diluted loss per
share is the same since any outstanding stock equivalents at
December 31, 1999 would be antidilutive. The Company is a development stage
company and its limited market exposure impacted unfavorably on its operating
income.
Revenues for 1999 were $40,605 and came solely from the Metabolic Activation
business stream. These revenues represent a 100% increase over and above
revenues from 1998 when the Company had only a glucose monitoring device as
its sole income stream.
Total costs on a consolidated basis were $1,832,731 for 1999. Expenses on
each business segment are as follows:
Biological Monitoring Devices: $ 0.00
Metabolic Activation: $ 381,989
Infusion Devices: $ 45,000
Corporate: $ 1,832,721
The Company does not have any direct R&D expense; however, it has prepaid
royalties in the amount of $249,703 to Solid State Farms, Inc., which funds
have been used for development of its glucose monitoring device.
The Company issued shares equivalent to $15,322,610 for intangible
assets of AmTech and $3,008 for its fixed assets. The Company continues to be
largely dependent on financing working capital to continue operations.
Management is confident of finding appropriate financing avenues and that its
business plan will provide profitable operations in the future.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
As of December 31, 1999, the Company's cash and cash equivalents totaled
$ 351.00, an increase of $351.00 from the beginning of the period. The
Company's working capital totaled $( 311,996) .
The Company currently has no lines of credit and borrowing, and therefore
there has been no borrowing for the current year. The Company continues to
seek appropriate financing which may include such lines of credit in the
future.
At the time the Company entered into its icense agreement with Solid State
Farms, Inc. there were 44 international patents covering proprietary
technology to monitor blood glucose levels non-invasively. At the time of
this report 8 of these patents remain effective. The license fee is 7% of
the adjusted gross sales price of all licensed products. As of December
31, 1999, the Company has made advanced payments of $249,703 on this royalty.
In addition to the licenses above, and as part of its agreement to
purchase AmTech from AmSys, the Company agreed to pay to AmSys $200,000 in
closing costs and other related expenses in connection with the purchase of
AmTech. The Company has also agreed to pay AmSys $75,000 for services
related to the insurance billing of AmTech for its metabolic activation
therapy. Additionally, the Company also agreed to pay two (2)AmTech
consultants for a period of one year at the rate of $5000.00 per month.
While the Company is concerned about its current lack of adequate funds, it
is confident that appropriate funding activities are underway to provide
adequate liquidity and capital resources for its year 2000 financial needs.
YEAR 2000 COMPLIANCE
The year 2000 ("Y2K") issue: There have been no adverse effects on the
Company's systems or operations or with its suppliers.
ITEM 7. INDEX TO FINANCIAL STATEMENTS
Report of Independent Auditor F-1
Balance Sheets December 31, 1999 F-2
Statements of Income for Year Ended
December 31, 1999 F-3
Statement of Shareholders' Equity for
Year ended December 31, 1999 F-4
Statements of Cash Flows for Year
ended December 31, 1999 F-6
Notes to Financial Statements F-9 to F-15
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE ACT.
Reference is made to the sections entitled "Election of Directors" and
"Compliance with Section 16(a) of the Securities Exchange Act of 1934
in the Registrant's definitive proxy statement to be mailed to shareholders
on or before April 30, 2000 and to filed with the Securities and Exchange
Commission.
ITEM 10. EXECUTIVE COMPENSATION
Reference is made to the section entitled "Compensation of Executive
Officers" and "Election of Directors" in the Registrant's definitive proxy
statement to be mailed to the shareholders on or before April 30, 2000 and
to be filed with the Securities and Exchange Commission.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Reference is made to the section entitled "Stock Ownership" and "Election
of Directors" in the Registrant's definitive proxy statement to be mailed
to the shareholders on or about April 30, 2000, and to be filed with the
Securities and Exchange Commission.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
(A) There have been no transactions or proposed transactions to which the
Company was or is to be a party, in which any of its officers, directors or
nominees had a direct or indirect material interest.
(B) The Company has not issued, either directly or indirectly, anything of
value to any promoter, including money, shares, property, assets, contracts
or options of any kind.
(C) The Company has not granted any material underwriting discounts or
commissions upon the sale of securities to any party who was or is to be a
principal underwriter or is a controlling person or member of a firm that was
to be a principal underwriter.
(D) There have been no transactions either to purchase or sell assets of the
Company extraordinary to the normal business operations of the Company.
PART IV
ITEM 13. EXHIBITS, LIST AND REPORTS ON FORM 8-K
(A) 3.1 (a) Certificate of Incorporation of Registrant*
(b) Bylaws of Registrant*
23.1 Consent of Independent Public Accountants
27.1 Financial Data Schedule
* Incorporated by reference from the Exhibits filed in the Registrant's
Registration Statement dated October 4, 1999 filed with the Securities
and Exchange Commission.
(B) Reports on 8-K filed: None for the period covered by this report.
DIABETEX INTERNATIONAL CORP
INDEX TO FINANCIAL STATEMENTS
Report of Independent Auditor F-1
Balance Sheets December 31, 1999 F-2
Statements of Income for Year ended
December 31, 1999 F-3
Statement of Shareholders' Equity for
Year ended December 31, 1999 F-4
Statements of Cash Flows for Year
ended December 31, 1999 F-6
Notes to Financial Statements F-9 to F-16
Diabetex International Corporation and Subsidiary
Consolidated Financial Statements
December 31, 1999 and 1998
INDEPENDENT AUDITOR'S REPORT
Stockholders and Directors
Diabetex International Corporation and subsidiary
Sacramento, CA
We have audited the accompanying consolidated balance sheets of Diabetex
International Corporation (a Nevada Corporation) (a development stage
enterprise) and subsidiary as of December 31, 1999 and 1998, and the related
consolidated statements of operations, stockholders' equity, and cash flows
for the years 1999, 1998 and 1997. These consolidated financial statements
are the responsibility of the company's management. Our responsibility is to
express an opinion on these consolidated financial statements.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the ove
tation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Diabetex
International Corporation at December 31, 1999 and 1998, and the results of
its operations and cash flows for the years 1999 , 1998 and 1997, and for
the period from September 14, 1983 (inception) to December 31, 1999 in
conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 12, the
Company's recurring operating losses and lack of working capital raise
substantial doubt about its ability to continue as a going concern.
Management's plans in regard to those matters are also described in Note 12.
The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
/s/ Crouch, Bierwolf & Chisholm
Salt Lake City, UT
April 12, 2000
INDEPENDENT AUDITOR'S REPORT
Board of Directors
Sheridan Industries, Inc.
New York, NY
We have audited the accompanying balance sheets of Sheridan Industries, Inc.
(a development stage company) as of December 31, 1996 and 1995, and the
related consolidated statements of operations, stockholders' equity
(deficit), and cash flows for the years ended December 31, 1996, 1995 and
1994 and from the date of inception on September 14, 1983 through December
31, 1996. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these finacial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
situation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Sheridan Industries, Inc. as
of December 31, 1996 and 1995, and the results of its operations and cash
flows for the years ended December 31, 1996, 1995 and 1994 and from the date
of inception on September 14, 1993 through December 31, 1996 in conformity
with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 4 to the
financial statements, the Company is a development stage company with no
operations to date. Since the Company has had no operations to date, there
is substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 4.
The financial statements do not include any adjustments that might result
from this uncertainty.
/s/ Jones, Jensen & Company
January 15, 1997
Diabetex International Corporation and Subsidiary
(A Development Stage Company)
Consolidated Balance Sheets
December 31,
1999 1998
Assets
CURRENT ASSETS
Cash (Note 1) $ 351 $ -
Account Receivable (Net of
allowance of $0) 23,418 -
Total Current Assets 23,769 -
Property, Plant & Equipment
(Note 4)(Net) 2,408 -
Other Assets
Intangible Assets
(Note 3) (Net) 14,770,772 -
Prepaid expenses (Note 7) 249,703 -
$ 15,046,652 $ -
LIABILITIES AND STOCKHOLDERS' EQUITY(DEFICIT)
CURRENT LIABILITIES
Accounts payable &
accrued expenses $ 152,952 $ 4,050
Accounts payable-related
party (Note 6) 182,813 -
Total Current Liabilities 335,765 4,050
CONTINGENCIES AND
COMMITMENTS (Note 8) - -
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock; $.002 par value;
50,000,000 shares authorized,
13,110,929 and 42,511 shares
issued and outstanding
(Note 2) 26,222 85
Additional paid-in
capital 16,606,914 153,499
Deficit accumulated during the
development stage ( 1,922,250) ( 157,634)
Total Stockholders'
Equity(Deficit) 14,710,886 ( 4,050)
$ 15,046,652 $ -
Diabetex International Corporation and Subsidiary
(A Development Stage Company)
Consolidated Statements of Operations
From
Inception on
September 14,
For the Year Ended 1983 to
December 31, December 31,
1999 1998 1999
Statement of operations
REVENUES $ 40,605 $ - $ 40,605
EXPENSES
Amortization and
Depreciation 778,008 - 778,008
Professional Services 903,009 650 938,859
Legal 81,231 - 81,232
Public Relations 13,794 - 13,794
Administrative 29,179 - 150,462
Total Expenses 1,805,221 650 1,962,355
NET LOSS BEFORE
INCOME TAXES ( 1,746,616) ( 650) ( 1,921,750)
PROVISION FOR
TAXES (Note 1) - - ( 500)
NET LOSS $ ( 1,746,616) $ ( 650) $ ( 1,922,750)
LOSS PER SHARE
(Note 1) $ ( .14) $ ( .02 )
AVERAGE SHARES
OUTSTANDING 12,288,901 42,511
Diabetex International Corporation and Subsidiary
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity
Accumulated
Capital in Deficit During
Common Common Excess of Retained
Shares Stock Par Value Deficit
Stockholders' Equity
Balance, December 31, 1989 862 $ 2 $ 94,173 $ ( 96,973)
Loss for the Year - - - ( 130)
Balance, December 31, 1990 862 2 94,173 ( 97,103)
Issues 225 shares to an
officer in cancellation of debt
at $16.77 per share 225 1 3,772 -
Loss for the Year - - - ( 3,333)
Balance, December 31,1991 1,087 3 97,945 ( 100,436)
Expenses paid on the
Company's behalf
contributed to capital - - 2,666 -
March 5, 1992, issued 1,250
shares for services rendered
for $8 per share 1,250 2 9,998 -
Loss for the Year - - - ( 10,278)
Balance, December 31,
1992 2,337 5 110,609 ( 110,714)
Loss for the Year - - - ( 136)
Balance, December 31,
1993 2,337 5 110,609 ( 110,850)
October 17, 1994, issued
25,000 shares for expenses paid
on the Company's behalf for
$.84 per share 25,000 50 20,950 -
Expenses paid on
the Company's behalf
contributed to capital - - 612 -
Loss for the Year - - - ( 22,903)
Balance, December 31,
1994 27,337 55 132,171 ( 133,753)
Expenses paid on the
Company's behalf
contributed to capital - - 1,227 -
Loss for the Year - - - ( 100)
Balance, December 31,
1995 27,337 55 133,398 ( 133,853)
Loss for the Year - - - ( 100)
Balance, December 31,
1996 27,337 55 133,398 ( 133,953)
Diabetex International Corporation and Subsidiary
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity
Accumulated
Capital in Deficit During
Common Common Excess of Retained
Shares Stock Par Value Deficit
Stockholders' Equity
Balance, December 31,
1996 27,337 $ 55 $ 133,398 $ ( 133,953)
Shares issued for asset
of Aladdin Transportation,
Landmark, Inc.
and Over 100, Inc.
for $0 per share 82,500 165 ( 165) -
Shares issued for
incentives for loans
to Aladdin Transportation,
Landmark, Inc. and
Over 100, Inc. for $.80
per share 25,163 50 20,081 -
Shares canceled by
various shareholders ( 10,000) ( 20) 20 -
Shares canceled for
acquisition of
Aladdin Transportation,
Landmark, Inc.
and Over 100, Inc. ( 82,500) ( 165) 165 -
Shares issued for
Presidential and
Regal Limousine Service
for $0 per share 4,000 8 ( 8) -
Shares canceled for
Presidential
and Regal Limousine
Service ( 4,000) ( 8) 8 -
Net Loss for the Year - - - ( 23,031)
Balance, December 31,
1997 42,500 85 153,499 ( 156,984)
Rounding due to reverse
stock split (Note 2) 11 - - -
Net Loss for the Year - - - ( 650)
Balance, December 31,
1998 42,511 85 153,499 ( 157,634)
Diabetex International Corporation and Subsidiary
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity
Accumulated
Capital in Deficit During
Common Common Excess of Retained
Shares Stock Par Value Deficit
Stockholders' Equity
Balance, December 31,
1998 42,511 $ 85 $ 153,499 $ ( 157,634)
Shares issued for
cash at $.002
per share 8,387,800 16,775 530 -
Shares issued for
services at $.05
per share (Note 2) 2,000,000 4,000 96,000 -
Shares issued for
cash at $.05
per share 875,100 1,750 45,767 -
Shares issued for services
at $3 per share
(Note 2) 50,000 100 149,900 -
Shares issued for cash
at $3 per share 1,000 2 2,998 -
Shares issued for cash
at $10 per share 21,307 43 213,027 -
Shares issued for 100%
of shares of Advanced
Metabolic Technology
at $10 per share
(Note 3) 1,232,261 2,465 12,320,145 -
Shares issued for
intellectual properties
Hamilton-May, Inc.
at $10 per share
(Note 3 ) 300,000 600 2,999,400 -
Expenses paid by
shareholder in
Company behalf - - 4,050 -
Shares issued to
Phoenix Energy
(Note 3) 35,000 70 349,930 -
Shares issued for
services at
$10. (Note 2) 12,500 25 124,975 -
Shares issued for
cash at $10 3,450 7 34,493 -
Shares issued for
services at
$.75 (Note 2) 150,000 300 112,200 -
Net Loss for the Year - - - (1,746,616)
Balance, December 31,
1999 13,110,929 $ 26,222 $ 16,606,914 $ (1,922,250)
Diabetex International Corporation and Subsidiary
(A Development Stage Company)
Consolidated Statements of Cash Flows
From
Inception on
September 14,
For the Year Ended 1983 to
December 31, December 31,
1999 1998 1999
CASH FLOWS FROM
OPERATING ACTIVITIES
Net loss $ (1,764,616) $ ( 650) $ ( 1,922,250)
Adjustments to net cash
used by operating activities:
Depreciation &
Amortization 778,008 - 778,008
Stock issued for
services/expenses 712,500 - 763,631
Expenses paid by
a shareholder on the
Company's behalf 4,050 - 8,555
Increase (Decrease)
in accrued expenses 331,715 650 335,765
Increase (Decrease)
in pre-paid ( 124,702) - ( 124,702)
Increase (Decrease)
in accounts receivable ( 23,418) - ( 23,418)
Net Cash Used by
Operating Activities ( 86,463) - ( 184,411)
CASH FLOWS FROM
INVESTING ACTIVITIES
Cash paid for acquisition
of intangibles ( 225,570) - ( 225,570)
Cash paid for fixed
assets ( 3,008) - ( 3,008)
Net Cash Provided by
Investing Activities ( 228,578) - ( 228,578)
CASH FLOWS FROM
FINANCING ACTIVITIES
Issuance of common stock 315 392 - 429,165
Stock offering costs - - ( 15,825)
Net Cash Provided by
Financing Activities 315,392 - 413,340
NET INCREASE
(DECREASE)IN CASH 351 - 351
CASH, BEGINNING
OF PERIOD - - -
CASH, END OF PERIOD $ 351 $ - $ 351
CASH PAID FOR:
Interest $ - $ - $ -
Income taxes $ - $ - $ -
Diabetex International Corporation and Subsidiary
(A Development Stage Company)
Consolidated Statements of Cash Flows
From
Inception on
September 14,
For the Year Ended 1983 to
December 31, December 31,
1999 1998 1999
CASH FLOWS
Non Cash Transactions
Stock Issuance for
Services $ 712,500 $ - $ 763,631
Acquisition of Intangibles $ 15,322,610 $ - $ 15,322,610
Prepaid expenses $ 125,000 $ - $ 125,000
Diabetex International Corporation and Subsidiary
(A Development Stage Company)
Notes to the Consolidated Financial Statements
December 31, 1999 and 1998
NOTE 1 - ORGANIZATION AND HISTORY
A. Organization
The financial statements presented are those of Diabetex International
Corporation (formerly Sheridan Industries, Inc.) ( a development stage
company). The Company was incorporated under the laws of the State of Utah
on September 14, 1983. The Company changed its name to Associated
Healthcare, Inc. during 1991 but later rescinded the name change and reverted
back to Sheridan Industries, Inc. The Company has never had any operations
up to December 31, 1998 and in accordance with SFAS #7, is considered a
development stage company. The Company is now involved in the treatment
of the disease of diabetes.
In 1998, the Company created, and later merged with, a Nevada subsidiary and
changed its name to Diabetex International Corporation.
In June 1999, the Company purchased all of the shares of Advanced Metabolic
Technologies, a Nevada corporation (AMT) (See Note 3 for discussion of AMT
and its activity). AMT was formed on May 19, 1999 as a wholly-owned
subsidiary of Advanced Metabolic Systems (AMS) which transferred an exclusive
license to patented proprietary technology for the treatment of diabetes
known as Metabolic Activation.
b. Accounting Method
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a December 31 year end.
c. Loss Per Share
The computations of loss per share of common stock are based on the weighted
average number of shares outstanding at the date of the financial statements.
Fully diluted loss per share and basic loss per share at December 31, 1999 is
the same since any outstanding stock equivalents at December 31, 1999
(335,243 shares) would be antidilutive. There were no outstanding stock
equivalents for all other periods; therefore, basic and fully diluted shares
are the same.
Diabetex International Corporation
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1999 and 1998
NOTE 1 - ORGANIZATION AND HISTORY (continued)
d. Provision for Taxes
The Company adopted Statement of Financial Standards No. 109 "Accounting for
Income taxes" in the fiscal year ended December 31, 1998 and was applied
retroactively.
Statement of Financial Accounting Standards No. 109 " Accounting for Income
Taxes" requires an asset and liability approach for financial accounting and
reporting for income tax purposes. This statement recognizes (a) the amount
of taxes payable or refundable for the current year and (b) deferred tax
liabilities and assets for future tax consequences of events that have been
recognized in the financial statements or tax returns.
Deferred income taxes result from temporary differences in the recognition of
accounting transactions for tax and financial reporting purposes. There
were no temporary differences at December 31, 1999 and earlier years;
accordingly, no deferred tax liabilities have been recognized for all years.
The Company has cumulative net operating loss carryforwards of over
$1,850,000 at December 31, 1999. No effect has been shown in the financial
statements for the net operating loss carryforwards as the likelihood of
future tax benefit from such net operating loss carryforwards is highly
improbable. Accordingly, the potential tax benefits of the net operating
loss carryforwards, estimated based upon current tax rates at December 31,
1999 have been offset by valuation reserves of the same amount. The net
operating losses expire in the year 2003.
e. Cash or Cash Equivalents
The Company considers all highly liquid investments with maturities of three
months or less to be cash equivalents.
f. Consolidated Financial Statements
The consolidated financial statements include the accounts of Diabetex
International Corporation and its subsidiary, Advanced Metabolic Technology.
Collectively, these entities are referred to as the Company. All significant
inter-company transactions and accounts have been eliminated.
g. Impairment of Long Lived Assets
All long-lived assets (including intangible assets) are evaluated for
impairment wherever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. An impaired asset is
written down to its estimated fair market value based on the best information
available. The Company determines whether an impairment has occurred by
comparing the estimated undiscounted future cash flows expected to result
from the use of the asset and its eventual disposal to the asset's carrying
amount. If the carrying amount exceeds the undiscounted future cash flows
then the impairment charge is calculated as the excess of the carrying amount
of the asset over its fair market value.
Diabetex International Corporation
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1999 and 1998
NOTE 1 - ORGANIZATION AND HISTORY (continued)
h. Stock compensation awards and other non cash transactions
The Company entered into several transactions that involved stock or stock
options for goods or services and acquisitions of subsidiaries and medical
technologies. These transactions were recorded at estimated fair market
value of the stock being offered at private placement prices to the general
public, publicly traded prices, or some other fair value as best determined
by the board of directors with the facts and circumstances present at the
time of the transaction. (See Note 2 regarding specific transactions.)
NOTE 2 - NON CASH TRANSACTIONS
During 1999, the Company issued stock for services and the purchase of a
subsidiary and other intellectual properties related to the medical field,
specifically technology that advances the treatment and diagnosis of diabetes.
The transactions were recorded at estimated fair market value of the stock,
specifically the price of stock being offered at private placement prices to
the general public, or some other negotiated arms length transaction as best
determined at the time by the board of directors. The following transactions
occurred in the first six months of 1999:
-In January, 1999, 2,000,000 shares were issued for services rendered for
assistance in obtaining the Company's license to 8 patents covering
technology related to non invasive blood glucose monitoring. These shares
were valued at $.05 per share or total value of $100,000.
-In March, 1999, 50,000 shares were issued for services rendered related to
the acquisition of Advanced Metabolic Technologies. The shares were valued
at $3 per share or $150,000.
- In June, 1999, 1,232,261 shares were issued for acquisition of all of the
stock of Advanced Metabolic Technologies (see note 3). The purchase price
was $10 per share or a total value of $12,322,610. The fair market value of
the stock was $10 (private placement purchase price). The Company had an
appraisal completed on Advanced Metabolic Technologies intellectual
properties which substantiated a value greater than the purchase price
(Note 3).
In June, 1999, 300,000 shares were issued for acquisition of a license for
all the intellectual properties related to an insulin pump developed by
Hamilton May, Inc. The purchase price was $10 per share or a total value of
$3,000,000. The fair market value of the stock was $10 (private placement
purchase price).
In July, 1999, 35,000 shares were issued to Phoenix Energy for consulting
services. The fair market value of the stock was $10 (Private Placement
purchase price).
Diabetex International Corporation
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1999 and 1998
NOTE 2 - NON CASH TRANSACTIONS - (continued)
In September, 1999, 12,500 shares were issued to Anatoli Tsaliovich for
services to be rendered in connection with the miniaturization and perfection
of the non-invasive blood glucose monitors and hyper/hypo glycemic warning
devices. The fair market value of the stock was $10. (Private Placement
purchase price). These expenses were expenses of Solid State Farms and
credited as a prepaid royalty. (Note 8).
In December, 1999, 50,000 shares of stock were issued to Nathan Drage for
services performed for the Company early in the year and not previously
compensated. The shares are further restricted than normal Rule 144
restrictions and have required revenue platforms before sales of the shares
can occur. Due to these additional restrictions, the shares were valued at
$0.75 per share.
In December, 1999, 100,000 shares of stock were issued to Philip Blomquist
for services performed early in the year for the Company and not previously
compensated. The shares are further restricted than normal Rule 144
restrictions and have required revenue platforms before sales of the shares
can occur. Due to these additional restrictions, the shares were valued at
$0.75 per share.
In October, November and December, 1999, Dominion purchased 3,450 shares of
restricted stock at $10 per share from a purchase agreement obtained in March
1999. (Note 9).
NOTE 3 - ACQUISITION OF INTANGIBLE ASSETS
Advanced Metabolic Technologies (AMT)
AMT owns an exclusive license to market, and otherwise exploit, that certain
therapy known as hepatic activation or metabolic activation (the therapy).
A patent has been granted covering the therapy (May 1988) and the patent is a
subject of the license. The license includes any and all improvements to the
therapy, the subject patent or any related subsequent patents. The therapy
has been developed at the Aoki Diabetes Research Institute (ADRI) under the
direction of Dr. Thomas Aoki. ADRI maintains its offices and clinic at 3100
O Street, Sacramento, California
This treatment is delivered by special intravenous infusion devise (pump)
with the treatment programmed into the devise. The devise (Bionica
Microdose) with the Company's treatment embedded in the devise has been FDA
approved and in use since 1988. The treatment has been refined over the
years including clinical use on human subjects, and clinical trials for over
ten years with constant following of patients to demonstrate the ability of
the treatment to prevent, stop and in some ways reverse the common
complications of diabetes.
Diabetex International Corporation
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1999 and 1998
NOTE 3 - ACQUISITION OF INTANGIBLE ASSETS (continued)
Patients that have undergone regular treatments have reported improvements in
diabetes related health complications such as restoration of kidney function
or cessation of kidney degeneration, restoration of eyesight or cessation of
eyesight degeneration, improved heart metabolism, cessation of diabetic
hyper/hypo glycemic blackouts, and improved sense of general health and well
being and other benefits. Presently, five private clinics
administer the therapy to patients on a fee basis. The Company carries
this asset on its books at a cost of $12,548,180 paid in stock and cash.
The Company issued 1,232,261 shares of common stock for all the outstanding
shares of AMT (800,000 shares). The only asset of AMT was the license to
market a therapy known as hepatic activation or metabolic activation. As
part of the acquisition, the Company agreed to pay a $50,000 outstanding debt
of AMT, pay all legal costs of the acquisition, and pay directly to the
stockholder of AMT, cash in the amount of $150,000 over a period of 10 months.
Hamilton May
Hamilton May Corporation has sold the Company a license to market, and
otherwise exploit, that certain mechanical device known as the Hamilton May
Pump (the pump). The license includes any and all improvements to the pump
and rights to patent protection if a patent, covering the pump, is ever
granted. The pump has been developed under the direction of Dr. Nardo Zaias
of Miami, Florida. The pump has been shown to have the ability to deliver
pulses of insulin and insulin related products to patients with tremendous
precision and without shear. The pump has the feature of being a two-way
system in that it has the capacity to both deliver and draw when attached to
a patient. The pump is in design stage and has not been approved by the FDA.
The Company issued 300,000 shares of common stock for the Hamilton/May pump.
Herein is a summary of the purchase of Advanced Metabolic Technology (AMT)
and Hamilton/May pump:
AMT
Purchase of AMT intellectual properties:
Stock (1,232,261 shares @ $10 per share) $12,322,610
Cash paid for legal services on transaction 25,570
Cash paid over time ($15,000 over 10 months)
(note 6) 150,000
Assumption of debt (note 6) 50,000
12,548,180
Hamilton/May
Purchase of Hamilton/May pump
Stock (300,000 shares @ $10 per share) 3,000,000
Total $ 15,548,180
Diabetex International Corporation
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1999 and 1998
NOTE 3 - ACQUISITION OF INTANGIBLE ASSETS (continued)
The amortization of the intellectual properties of AMT and Hamilton/May began
June 30, 1999. Amortization expense for 1999 is $777,408.
NOTE 4 - PROPERTY, PLANT AND EQUIPMENT
Property and equipment are recorded at cost. Repairs and maintenance are
charged to operations, and renewals and additions are capitalized.
Property and equipment consists of the following:
December 31,
1999 1998
Computer Equipment $ 3,008 $ -
Less: Accumulated
Depreciation (600) -
$ 2,408 $ -
Depreciation is based on the estimated useful life of the asset either on a
straight line basis over 5 years.
Depreciation expense for 1999 and 1998 was $600 and $0, respectively.
NOTE 5 - USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect reported amounts of assets and liabilities, disclosure of
contingent assets and liabilities at the date of the financial statements and
revenues and expenses during the reporting period. In these financial
statements, assets, liabilities and earnings involve extensive reliance on
management's estimates. Actual results could differ from those estimates.
NOTE 6 - RELATED PARTY TRANSACTIONS
At the time of the purchase of American Metabolic Technology (Note 3), the
Company agreed to pay $150,000 in closing and other costs over a period of
time and another $50,000 for research performed by another research
development firm for AMT before the purchase. These payments were part of
the negotiated purchase price of AMT and were included in the basis of the
cost of AMT. $17,187 was paid in 1999.
Solid State Farms and the Company have several common shareholders with the
Company and has entered into a 7% royalty agreement for any sale of its
products or services. The Company has advanced $249,703 towards those
royalties. (See Note 7 and 8).
Diabetex International Corporation
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1999 and 1998
NOTE 7 - PREPAID EXPENSES
As part of the licensing agreement with Solid State Farms, Inc. (Note 8), the
Company has agreed to pay a royalty of 7% of all sales of products or
services of the Solid State technology. The contract calls for advances to
be paid against the royalties to assist Solid State in the development of its
current and future products and other ongoing general overhead of Solid
State. In 1999, the Company advanced $249,703 towards these expenses.
Prepaid expenses consists of the following:
Advances to affiliate for advance
royalties (Note 8) $ 249,703
$ 249,703
NOTE 8 - COMMITMENTS AND CONTINGENCIES
As part of the purchase of AMT, the Company agreed to pay $200,000 to
Advanced Metabolic Systems (AMS), former parent of AMT, in closing costs and
other expenses related to the previous licensing agreement between AMS and
Aoki Diabetes Research Institute (ADRI) to fund the continuing research of
ADRI into advancing the metabolic activation process through a 5% royalty on
all revenues of the metabolic activation technology developed by AMT. The
Company also agreed to pay AMS $75,000 for services related to insurance
billing of AMT for its metabolic activation therapy. $12,500 of unpaid
consulting fees was accrued for the six months ended December 31, 1999.
The Company signed an agreement effective June 30, 1999 to fund two
consulting contracts for a total cost of $220,000 per year ($18,334 per
month). Of this amount, $7,500 is accrued per month until such time as the
Company can determine that it can pay the additional compensation. The
consulting contracts are for a period of two years and is renewable for
another year upon approval of both parties. The consulting agreement for
$10,000 per month is payable in cash or restricted stock which will be valued
price for a period of 30 days before the payment of the services. Total
compensation paid through December 31, 1999 was $7,000. Accrued compensation
at December 31, 1999 was $103,000.
In 1999, The Company entered into a licensing agreement with Solid State
Farms, Inc. for their 44 international patents covering proprietary
technology to monitor blood glucose levels non-invasively. The agreement
calls for a payment of a 7% of the adjusted gross sales price on all licensed
products. The Company has made advance royalty payments of $249,703 on this
royalty as of December 31, 1999.
NOTE 9 - STOCK OPTIONS/PRIVATE PLACEMENT OF RESTRICTED STOCK
In March, 1999, the board of directors set the price of restricted stock
sales at $10 per share and offered a foreign corporation an extended
agreement for a period of one year to purchase 50,000 restricted shares for
the $10 price. 25,243 options remain un-purchased at December 31, 1999.
Diabetex International Corporation
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1999 and 1998
NOTE 9 - STOCK OPTIONS/PRIVATE PLACEMENT OF RESTRICTED STOCK (continued)
In August, 1999, the Company issued a one year option to Hank Bagly to
purchase up to 10,000 shares at a price of $6.00 each. No options were
exercised in 1999.
In November, 1999, the Company issued a five year option to M. H. Meyerson
and Co., Inc. to purchase up to 300,000 shares at a price of $10 each in
exchange for investment banking services during the five year term. No
options were exercised in 1999.
NOTE 10 - REVERSE STOCK SPLIT
In 1998, the Company shareholders approved a 1 for 400 reverse stock split of
its common shares. The financial statements have been restated retroactively
to show the effects of the split.
NOTE 11 - MARKET SEGMENT INFORMATION
The company is in the business of providing equipment for the monitoring and
treatment of diseases of improper metabolism including its first major
market, Diabetes. The company has three independent but related lines of
products and services; a) non-invasive biological monitoring; b) metabolic
activation equipment and treatment, and c) new high accuracy infusion devices
for the automatic delivery of its treatments.
Non-invasive Biological Monitoring
An exclusive worldwide license to exploit, manufacture and market patented
devices to non-invasively determine blood glucose, hemoglobin A1C, and other
blood levels to help treat diabetes and potentially other diseases. These
device prototypes are in development, are being tested and refined, and have
not been submitted for approval by the US Food and Drug Administration ("FDA").
Metabolic Activation
An exclusive license to exploit and market a patented metabolism treatment
called Metabolic Activation (also known as hepatic activation of Continuous
Intermittent Insulin Therapy, CIIIT in some medical publications). This
treatment is delivered by a special infusion device with the treatment
programmed into the device, and is FDA approved since 1988. The treatment
has been in development for over ten years by Advanced Metabolic Systems,
Inc., and has been used for the last ten years, with constant following
to demonstrate the stopping of the complications of diabetes, and certain
other metabolism related disease states. The Company acquired this
treatment, business, licenses, special infusion devices and know-how by
exchange of its shares with Advanced Metabolic Systems, Inc., (AMS).
Diabetex International Corporation
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1999 and 1998
NOTE 11 - MARKET SEGMENT INFORMATION (continued)
Infusion Devices
An exclusive worldwide license to finish development, exploit, manufacture
and sell an ultra accurate pumping system which will replace the current FDA
approved device, and provide for automatic delivery of the treatment, and any
insulin or insulin related products. This technology was acquired from
Hamilton/May, Inc.
As of December 31, 1999, the Company has not realized significant income from
any of the three distinct technologies. Other selected financial information
regarding each segment as follows:
Biological Metabolic Infusion
Monitoring Activation Devices Corporate Total
Income Statement Information
Sales $ - $ 40,605 $ - $ - $ 40,605
Expenses - 422,594 45,000 1,365,127 1,832,721
Profit/loss
from operations $ - $(381,989) $(45,000(1,240,127)(1,667,116)
Balance Sheet Information
Assets $ - $11,920,771 $2,850,000$ 275,881 $15,046,652
Liabilities $ - $ 310,248 $ - $ 25,517 $ 335,765
NOTE 12 - GOING CONCERN
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has negative working
capital and has had recurring operating losses and is dependent upon
financing to continue operations. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
Management intends to fund its subsidiaries' activities, according to the
business plan, and emerge profitable sometime in the future.
</TABLE>
