Form 10-QSB
[As last amended in Release No. 33-7505,
effective January 1, 1999, 63 F.R. 9632.]
U.S. Securities and Exchange Commission
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITES
EXCHANGE ACT OF 1934
For the quarterly period ended November 30, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT
For the transition period from N/A to N/A
--- ---
Commission file number 0-28385
Protalex, Inc.
--------------
(Exact name of small business issuer as
specified in its charter)
New Mexico 91-2003490
---------- ----------
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
P.O. Box 30952, Albuquerque, NM 87190
(Address of principal executive offices)
(505) 260-1726
--------------
(Issuer's telephone number)
- --------------------------------------------------------------------------------
(Former name, former address and former
fiscal year, if changed since last report)
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 No X
----- -----
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: Common Stock, 9,346,436 as of January
12, 1999
Transitional Small Business Disclosure Format (check one):
Yes No X
----- -----
PART 1 - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
The Company's unaudited financial statements for the quarter ended November 30,
1999 are included at exhibit 99 and incorporated herein by this reference.
ITEM 2 - Management's Discussion and Analysis or Plan of Operation.
Please refer to management's discussion and analysis or plan of operation
reported in the Company's registration statement (form 10-SB) for the period
ended October 31, 1999 for a full discussion of the Company's history, business
concept, development stage status, operating plans, and for other information
contained therein. The Company completed its reverse merger with Enerdyne
Corporation on November 15, 1999.
Other significant transactions occurring in November 1999 are as follows.
$95,000 from issuance of common stock to three (3) individuals was realized. The
Company is proceeding with its plans to conduct pre-clinical animal trials
necessary to develop its bioregulator technology for the market. Additionally,
the Company purchased computer equipment for an educational website and for
certain operating infrastructure. Short-term liquidity is somewhat improved due
to the proceeds from stock sale but there is no significant long-term change in
the Company's need to obtain significant developmental capital to fund
operations and necessary product development activities over the next few years.
The Company estimates that it has enough capital to fund operations and
development activities for eight months. The Company has plans to obtain capital
through a private placement in early 2000 in the amount of $5 million but there
is no assurance that it will raise the full amount.
ITEM 6 - Exhibits and Reports on Form 8-K
6.1 Index of Exhibits.
Reg. S-B
Item 601
Number Exhibit Name
(99) Unaudited Financial Statements for the Quarter Ended November 30, 1999
6.2 Reports on Form 8-K.
None
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.
PROTALEX, INC.
DATE: January 11, 2000 BY: John E. Doherty
---------------------------------------
John E. Doherty
President and Director,
Principal Financial Officer
EXHIBIT 99
Protalex, Inc.
(A Company in the development stage)
BALANCE SHEET
(Unaudited)
November 30, 1999
ASSETS
CURRENT ASSETS
Cash ....................................................... $ 82,760
---------
Total current assets ................................... 82,760
EQUIPMENT
Computer equipment ......................................... 15,528
---------
Total Equipment ........................................ 15,528
OTHER ASSETS
Note receivable ............................................ 118,547
Interest receivable ....................................... 2,497
Intellectual Technology License
(stated net of accumulated
amortization of $84) .................................. 20,216
---------
141,260
---------
$ 239,548
=========
LIABILITIES
CURRENT LIABILITES
Professional fees payable .................................. $ 15,470
Interest payable ........................................... 7,762
Related party advance and
License fee payable .................................... 40,000
Payroll withholding ........................................ 351
---------
Total current liabilities .............................. 63,583
LONG TERM LIABILITIES
Note payable to individual ................................. 368,546
---------
Total liabilities ...................................... 432,129
STOCKHOLDERS' DEFICIT
Common stock, no par value,
authorized 40,000,000 shares,
issued and outstanding
9,246,436 shares ....................................... 238,847
Common stock, contra ........................................... (368,547)
Deficit accumulated during the
development stage ...................................... (62,881)
---------
(192,581)
---------
$ 239,548
=========
Protalex, Inc.
(A Company in the development stage)
STATEMENTS OF OPERATIONS
(Unaudited)
From inception (September 17, 1999) through November 30, 1999
Period Ended Inception through
November 30, 1999 November 30, 1999
----------------- -----------------
Revenue
Interest ................................. $ 2,497 $ 2,497
Expenses
Salaries ............................. 7,066 7,066
Professional fees .................... 42,862 42,862
Interest ............................. 7,762 7,762
Administrative ....................... 3,100 3,100
Development .......................... 3,717 3,717
Payroll taxes ........................ 787 787
Amortization ......................... $ 84 $ 84
-------- --------
65,378 65,378
-------- --------
NET LOSS ................................. $(62,881) $(62,881)
======== ========
Loss per common share ................ $ (.01) $ (.01)
======== ========
Protalex, Inc.
(A Company in the development stage)
STATEMENTS OF CASH FLOWS
(Unaudited)
From inception (September 17, 1999) through November 30, 1999
Period Inception
ended through
November 30, November 30,
1999 1999
------------ ------------
Cash flow from operating activities
Net loss ....................................... $ (62,881) $ (62,881)
Adjustments to reconcile net loss
To net cash provided by operating activities
amortization of license .................. 84 84
(Increase) in interest receivable ............ (2,497) (2,497)
Increase in payroll withholding ............. 351 351
Increase in interest payable ................ 7,762 7,762
Increase in professional fees payable ....... 15,471 15,471
Increase in related party advance and
License fee payable ....................... 40,000 40,000
--------- ---------
Net cash provided by operating activities (1,710) (1,710)
--------- ---------
Cash flows from investing activities
Acquisition of intellectual technology license
Fee portion .................................. (20,000) (20,000)
Excess of amounts paid for Public Shell
over assets acquired to be accounted
for as a recapitalization .................... (250,000) (250,000)
Note receivable from individual ................ (118,547) (118,547)
Issuance of note payable in individual ......... 368,546 368,546
Acquisition of computer equipment .............. (15,528) (15,528)
--------- ---------
Net cash used in investing activities .... (35,529) (35,529)
--------- ---------
Cash flows from financing activities
Proceeds from stock issuance ................... 120,000 120,000
--------- ---------
Net cash used in financing activities ..... 120,000 120,000
--------- ---------
NET INCREASE IN CASH ............................... 82,761 82,761
Cash beginning of period ........................... 0 0
--------- ---------
Cash, end of period ................................ $ 82,761 $ 82,761
========= =========
Protalex, Inc.
(A Company in the development stage)
NOTES TO FINANCIAL STATEMENT
(Unaudited)
1. NOTES TO INTERIM FINANCIAL STATEMENTS
The interim financial data is unaudited, however in the opinion of management,
the interim data includes all adjustments, consisting of normal recurring
adjustments, necessary for a fair statement of the results for the interim
period. The financial statements included herein have been prepared by the
Company pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been omitted pursuant to such rules and regulations, although
the Company believes that the disclosures included herein are adequate to make
the information presented not misleading.
The organization and business of the Company, accounting Company policies
followed by the Company and other information are contained in the notes to the
Company's financial statements filed as part of the Company's October 31, 1999
Form 10-SB. This quarterly report should be read in conjunction with such annual
report.
2. GOING CONCERN UNCERTAINTY
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplate continuation of the
Company as a going concern. The Company is a development stage enterprise and
does not have operating revenue nor anticipate generating operating revenue for
the foreseeable future. The ability of the Company to continue as a going
concern is dependent initially on its ability to raise sufficient investment
capital to fund all necessary operations and product development activities.
Secondly, the Company must develop products that are regulatory approved and
market accepted to generate operating revenue. There is no assurance that these
plans will be realized in whole or in part. The financial statements do not
include any adjustments that might result from the outcome of these
uncertainties.
3. LOSS PER COMMON SHARE
Loss per common share is computed by dividing loss available to common
shareholders by the weighted average number of common shares outstanding for the
period.
4. COMPARABLES
The Company was incorporated on September 17, 1999. Therefore there are no
comparable prior periods to present on the statement of operations and cash
flows.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAY-31-2000
<PERIOD-END> NOV-30-1999
<CASH> 82760
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 82760
<PP&E> 15528
<DEPRECIATION> 0
<TOTAL-ASSETS> 239548
<CURRENT-LIABILITIES> 63583
<BONDS> 0
0
0
<COMMON> 238847
<OTHER-SE> (431428)
<TOTAL-LIABILITY-AND-EQUITY> 239548
<SALES> 0
<TOTAL-REVENUES> 2497
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 65378
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 7762
<INCOME-PRETAX> (62881)
<INCOME-TAX> 0
<INCOME-CONTINUING> (62881)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (62881)
<EPS-BASIC> (0.01)
<EPS-DILUTED> (0.00)
</TABLE>
