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
Form 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITES
EXCHANGE ACT OF 1934
For the quarterly period ended February 29, 2000
[ ] 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.
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(Exact name of small business issuer as
specified in its charter)
New Mexico 91-2003490
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(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
P.O. Box 30952, Albuquerque, NM 87190
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(Address of principal executive offices)
(505) 260-1726
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(Issuer's telephone number)
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(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, 9,441,991 as of April 12, 2000
--------------------------------------------
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 February 29,
2000 are included at exhibit 99 and incorporated herein by this reference.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS INCLUDING PLAN OF OPERATION.
Please refer to management's discussion and analysis reported in Protalex,
Inc.'s (the Company) 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, intellectual technology and for other
information contained therein. This discussion should be read in conjunction
with Form 10-SB. The Company completed its reverse merger with Enerdyne
Corporation on November 15, 1999 and has returned to trading on the OTC Bulletin
Board under the symbol PRTX in March 2000. As the Company is a development stage
enterprise, it's operating plan for the next 12 months and subsequently is
presented.
The Company's principal goal under the operating plan is to proceed with all
necessary developmental efforts necessary to bring its bioregulator technology
to market. Concurrently, the Company is raising sufficient additional capital as
may be necessary to complete developmental efforts and to pay professional
services expenses and fund the administrative function. The initial
capitalization of the Company has been partially expended in these areas. The
Company issued additional stock during the 3 months ending February 29, 2000 for
$70,400. The Company estimates that it has cash reserves to fund operations for
3-4 months. There is no change in the Company's need, both short and long-term
to obtain significant capital. Over the long-term the Company plans to raise
approximately $5,000,000 through a public offering or private placement of the
Company's stock. In the immediate short-term, the Company will attempt to raise
$500,000 through a private placement before July 1, 2000. The Company estimates
that $500,000 would allow the Company to fund operations, including all
necessary developmental activities for the next year. The Company continues to
carry out its corporate commercialization plan.
An initial stage of its research plan, involving cell culture research has been
successfully completed. A second stage, involving laboratory animal trials are
currently being conducted.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
6.1 Index of Exhibits.
Reg. S-B
Item 601
Number Exhibit Name
- -------- ------------
(27) Financial Data Schedule
(99) Unaudited Financial Statements for the Quarter Ended February 29, 2000.
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: April 12, 2000 BY: John E. Doherty
------------------------
John E. Doherty
President and Director,
Principal Financial Officer
Protalex, Inc.
(A Company in the development stage)
BALANCE SHEET
(Unaudited)
February 29, 2000
ASSETS
CURRENT ASSETS
Cash ......................................................... $ 51,834
---------
Total current assets ...................................... 51,834
EQUIPMENT
Computer equipment ........................................... 29,221
Lab equipment ................................................ 12,723
Office equipment ............................................. 3,167
---------
45,111
Less accumulated depreciation ................................ (1,541)
---------
Net equipment ............................................. 43,570
OTHER ASSETS
Note receivable ............................................. 118,547
Interest receivable ......................................... 5,164
Intellectual technology license
(stated net of accumulated amortization of $338) .......... 19,962
---------
143,673
---------
$ 239,077
=========
LIABILITIES
CURRENT LIABILITES
Professional fees payable .................................... $ 16,367
Interest payable ............................................. 16,054
Related party advance and license fee payable ................ 40,000
Payroll withholding .......................................... 1,391
---------
Total current liabilities ................................. 73,812
LONG TERM LIABILITIES
Note payable to individual ................................... 368,546
---------
Total liabilities ......................................... 442,358
STOCKHOLDERS' DEFICIT
Common stock, no par value,
authorized 40,000,000 shares, issued
and outstanding 9,441,991 shares ............................. 309,247
Common stock, contra ........................................... (368,547)
Deficit accumulated during the
development stage ............................................ (143,981)
---------
(203,281)
---------
$ 239,077
=========
Protalex, Inc.
(A Company in the development stage)
Statements of Operations
(Unaudited)
From Inception (September 17, 1999) through February 29, 2000
Three Inception
Months Ended Period Ended Through
February 29, February 29, February 29,
2000 2000 2000
--------- --------- ---------
Revenue
Interest ........................... $ 2,667 $ 5,164 $ 5,164
Expenses
Salaries ........................... 12,331 19,397 19,397
Professional fees .................. 9,301 52,163 52,163
Interest ........................... 8,292 16,054 16,054
Administrative ..................... 13,384 16,489 16,489
Development ........................ 37,289 41,001 41,001
Payroll taxes ...................... 1,375 2,162 2,162
Depreciation and amortization ...... 1,795 1,879 1,879
--------- --------- ---------
NET LOSS ............................. $ (81,100) $(143,981) $(143,981)
========= ========= =========
Loss per common share .............. $ (.01) $ (.02) $ (.02)
========= ========= =========
Protalex, Inc.
(A Company in the development stage)
Statements of Cash Flows
(Unaudited)
From Inception (September 17, 1999) through February 29, 2000
Inception
Period Through
February 29, February 29,
2000 2000
--------- ---------
Cash flow from operating activities
Net loss ........................................... $(143,981) $(143,981)
Adjustments to reconcile net loss to
cash used by operating activities
Depreciation and amortization .................... 1,879 1,879
(Increase) in interest receivable ................. (5,164) (5,164)
Increase in payroll withholding .................. 1,391 1,391
Increase in interest payable ..................... 16,054 16,054
Increase in professional fees payable ............ 16,367 16,367
Increase in related party advance and
license fee payable ............................ 40,000 40,000
--------- ---------
Net cash used by operating activities ......... (73,454) (73,454)
--------- ---------
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 to individual ........... 368,546 368,546
Acquisition of equipment ......................... (45,111) (45,111)
--------- ---------
Net cash used in investing activities ......... (65,112) (65,112)
--------- ---------
Cash flows from financing activities
Proceeds from stock issuance ..................... 190,400 190,400
--------- ---------
Net cash provided by financing activities ..... 190,400 190,400
--------- ---------
NET INCREASE IN CASH .......................... 51,834 51,834
Cash, beginning of period .......................... 0 0
--------- ---------
Cash, end of period ................................ $ 51,834 $ 51,834
========= =========
Protalex, Inc.
(A Company in the development stage)
NOTES TO FINANCIAL STATEMENTS
(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 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.
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