HUMATECH INC
10QSB, 2000-09-15
AGRICULTURAL CHEMICALS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   Form 10-QSB
--------------------------------------------------------------------------------


(Mark one)
    XX          QUARTERLY  REPORT  UNDER  SECTION  13 OR 15(d) OF THE SECURITIES
---------       EXCHANGE ACT OF 1934

                      For the quarterly period ended July 31, 2000

                TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE  ACT
---------       OF 1934

                      For the transition period from ____________ to ___________

--------------------------------------------------------------------------------


                         Commission File Number: 0-28557
                                                 -------
                                 Humatech, Inc.
        (Exact name of small business issuer as specified in its charter)

           Illinois                                            36-3559839
------------------------------                         ------------------------
  (State of incorporation)                             (IRS Employer ID Number)

                   1718 Fry Road, Suite 450, Houston TX 77084
                   ------------------------------------------
                    (Address of principal executive offices)

                                 (281) 828-2500
                                ----------------
                           (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
                                                             ---   ---

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: September 14, 2000: 8,482,892

Transitional Small Business Disclosure Format (check one):  YES    NO X
                                                               ---   ---



<PAGE>



                                 Humatech, Inc.

                 Form 10-QSB for the Quarter ended July 31, 2000

                                Table of Contents

                                                                            Page
                                                                            ----
Part I - Financial Information

  Item 1   Financial Statements                                               3

  Item 2   Management's Discussion and Analysis or Plan of Operation         13


Part II - Other Information

  Item 1   Legal Proceedings                                                 14

  Item 2   Changes in Securities                                             14

  Item 3   Defaults Upon Senior Securities                                   14

  Item 4   Submission of Matters to a Vote of Security Holders               15

  Item 5   Other Information                                                 15

  Item 6   Exhibits and Reports on Form 8-K                                  15


Signatures                                                                   15







                                                                               2

<PAGE>

Item 1 - Part 1 - Financial Statements

                                 Humatech, Inc.
                                 Balance Sheets
                             July 31, 2000 and 1999

                                   (Unaudited)

                                                         July 31,     July 31,
                                                          2000         1999
                                                        ---------    ---------
                                     ASSETS
                                     ------
Current Assets
   Cash on hand and in bank                             $   1,500    $  18,842
   Accounts receivable - trade,
      net of allowance for doubtful accounts
      of $-0- and $-0-, respectively                      385,282       36,029
   Inventories                                            170,468       89,992
                                                        ---------    ---------

      Total current assets                                557,250      144,863
                                                        ---------    ---------


Property and Equipment - at cost
   Transportation equipment                               252,758      141,996
   Manufacturing and processing equipment                 183,644       86,453
   Office furniture and fixtures                           19,012       10,955
                                                        ---------    ---------
                                                          455,414      239,404
   Accumulated depreciation                              (189,475)    (139,270)
                                                        ---------    ---------

      Net property and equipment                          265,939      100,134
                                                        ---------    ---------


Other assets                                                  395          360
                                                        ---------    ---------


Total Assets                                            $ 823,584    $ 245,357
                                                        =========    =========


                                  - Continued -

The  financial  information  presented  herein has been  prepared by  management
without audit by independent  certified  public  accountants.
The accompanying notes are an integral part of these financial statements.

                                                                               3

<PAGE>

<TABLE>

<CAPTION>
                                 Humatech, Inc.
                           Balance Sheets - Continued
                             July 31, 2000 and 1999

                                   (Unaudited)

                                                          July 31,       July 31,
                                                            2000           1999
                                                        -----------    -----------
<S>                                                     <C>            <C>

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

Current Liabilities
   Cash overdraft                                       $    43,306    $      --
   Notes payable to banks and finance companies              84,500         76,414
   Notes and leases payable to affiliates                      --           56,746
   Customer deposits                                          8,800         10,500
   Accounts payable - trade                                 118,649         70,071
   Accrued interest payable                                  83,837         22,350
   Due to officers                                          900,638        713,363
                                                        -----------    -----------

      Total current liabilities                           1,239,730        949,444
                                                        -----------    -----------


Long-term Liabilities
   Long-term notes payable, net of current maturities       114,370           --
   Notes and commitments payable to affiliates              922,327        423,077
                                                        -----------    -----------

      Total liabilities                                   2,276,427      1,372,521
                                                        -----------    -----------


Commitments and Contingencies

Stockholders' Equity
   Common stock - no par value
      25,000,000 shares authorized
      8,482,892 and 8,455,114 shares
    issued and outstanding                                  148,157        123,157
   Accumulated deficit                                   (1,601,000)    (1,250,321)
                                                        -----------    -----------

      Total stockholders' equity                         (1,452,843)    (1,127,164)
                                                        -----------    -----------


Total Liabilities and Stockholders' Equity              $   523,584    $   245,357
                                                        ===========    ===========

</TABLE>




The  financial  information  presented  herein has been  prepared by  management
without audit by independent  certified  public  accountants.
The accompanying notes are an integral part of these financial statements.

                                                                               4

<PAGE>

<TABLE>

<CAPTION>

                                 Humatech, Inc.
                Statements of Operations and Comprehensive Income
                    Three months ended July 31, 2000 and 1999

                                   (Unaudited)

                                                        Three months   Three months
                                                           ended          ended
                                                          July 31,       July 31,
                                                            2000           1999
                                                        -----------    -----------
<S>                                                     <C>            <C>
Revenues
   Sales, net of discounts, returns and allowances
      of $-0- and $2,291, respectively
         Domestic                                       $    87,860    $    74,015
         Related Party
            Foreign, principally United Kingdom                --             --
                                                        -----------    -----------
      Net revenues                                           87,860         74,015

Cost of Sales                                                28,390         26,860
                                                        -----------    -----------

Gross Profit                                                 59,470         47,155
                                                        -----------    -----------

Operating Expenses
   Research and development expenses                          2,500          2,740
   Commissions and other sales and marketing expenses        12,579         16,925
   Officer compensation                                      75,000         75,000
   Other operating expenses                                  70,482         56,493
   Interest expense                                          20,071          3,784
   Depreciation expense                                      14,660          7,007
                                                        -----------    -----------
      Total operating expenses                              195,292        161,949
                                                        -----------    -----------

Loss from operations                                       (135,822)      (114,794)

Provision for income taxes                                     --             --
                                                        -----------    -----------

Net Loss                                                   (135,822)      (114,794)

Other Comprehensive Income                                     --             --
                                                        -----------    -----------

Comprehensive Income                                    $  (135,822)   $  (114,794)
                                                        ===========    ===========

Net loss per weighted-average
   share of common stock
   outstanding, calculated on
   Net Loss - basic and fully diluted                   $     (0.02)   $     (0.01)
                                                        ===========    ===========

Weighted-average number of shares
   of common stock outstanding                            8,466,889      8,455,114
                                                        ===========    ===========

</TABLE>



The  financial  information  presented  herein has been  prepared by  management
without audit by independent  certified  public  accountants.
The accompanying notes are an integral part of these financial statements.

                                                                               5

<PAGE>



                                 Humatech, Inc.
                            Statements of Cash Flows
                    Three months ended July 31, 2000 and 1999

                                   (Unaudited)

                                                       Three months Three months
                                                          ended        ended
                                                         July 31,     July 31,
                                                          2000         1999
                                                        ---------    ---------
Cash Flows from Operating Activities
   Net loss for the period                              $(135,822)   $(114,794)
   Adjustments to reconcile net loss to
      net cash provided by operating activities
         Depreciation                                      14,660        7,007
         (Increase) Decrease in
            Accounts receivable - trade                   (16,513)     (31,408)
            Inventory                                     (23,117)        (673)
         Increase (Decrease) in
            Accounts payable - trade                       38,374      (14,880)
            Accrued interest payable                       17,445         --
            Due to officers                                46,281       83,603
                                                        ---------    ---------
Cash flows provided by (used in) operating activities     (58,692)     (71,145)
                                                        ---------    ---------

Cash Flows from Investing Activities
   Purchase of property and equipment                     (15,525)        --
                                                        ---------    ---------
Cash flows used in investing activities                   (15,525)        --
                                                        ---------    ---------

Cash Flows from Financing Activities
   Increase (Decrease) in cash overdraft                   43,306       (1,819)
   Proceeds from sale of common stock                      25,000         --
   Proceeds from loans payable to affiliates                 --        100,000
   Principal payments on loans payable                    (19,399)      (8,194)
                                                        ---------    ---------
Cash flows provided by (used in) financing activities      48,907       89,987
                                                        ---------    ---------

Increase (Decrease) in Cash and Cash Equivalents          (25,310)      18,842

Cash and cash equivalents at beginning of year             26,810         --
                                                        ---------    ---------

Cash and cash equivalents at end of period              $   1,500    $  18,842
                                                        =========    =========

Supplemental Disclosure of
   Interest and Income Taxes Paid
      Interest paid for the period                      $   2,626    $   3,784
                                                        =========    =========
      Income taxes paid for the period                  $    --      $    --
                                                        =========    =========






The  financial  information  presented  herein has been  prepared by  management
without audit by independent  certified  public  accountants.
The accompanying notes are an integral part of these financial statements.

                                                                               6

<PAGE>

                                 Humatech, Inc.

                          Notes to Financial Statements


NOTE A - Organization and Description of Business

Humatech,  Inc. (Company) was incorporated on February 2, 1988 under the laws of
the State of Illinois.  Due to the April 16, 1997  acquisition  of a significant
business  operation,  the Company changed its operating year-end to April 30 and
changed its corporate name to Humatech, Inc.

On April 16, 1997,  the Company  acquired the assets and certain  liabilities of
International Humate Fertilizer Co. (IHFC), a Nevada corporation incorporated on
February  21,  1996  under the laws of the State of Nevada.  IHFC was  initially
capitalized   with  the  transfer  of  certain  assets  and  assumption  of  all
outstanding  liabilities  of a  Texas  sole  proprietorship  of the  same  name,
effective July 1, 1996. With the acquisition of IHFC, the Company became engaged
in the development, manufacture and sale of carbon-based humate products for use
in the commercial agriculture, animal feed and home horticulture markets.

For  segment  reporting  purposes,  the Company  operated  in only one  industry
segment during the periods represented in the accompanying  financial statements
and makes all  operating  decisions and  allocates  resources  based on the best
benefit to the Company as a whole.

During interim periods, the Company follows the accounting policies set forth in
its Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act
of 1934 on Form 10-KSB filed with the U. S. Securities and Exchange  Commission.
The information  presented  herein may not include all  disclosures  required by
generally accepted accounting  principles and the users of financial information
provided for interim  periods should refer to the annual  financial  information
and footnotes  contained in its Annual Report Pursuant to Section 13 or 15(d) of
The  Securities  Exchange Act of 1934 on Form 10-KSB when  reviewing the interim
financial results presented herein.

In the opinion of management,  the accompanying  interim  financial  statements,
prepared in accordance with the instructions for Form 10-QSB,  are unaudited and
contain  all  material   adjustments,   consisting  only  of  normal   recurring
adjustments  necessary to present  fairly the  financial  condition,  results of
operations  and cash flows of the Company  for the  respective  interim  periods
presented.  The  current  period  results  of  operations  are  not  necessarily
indicative of results which ultimately will be reported for the full fiscal year
ending April 30, 2001.

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.

NOTE B - Going Concern Uncertainty

The  Company has  incurred  cumulative  net  operating  losses of  approximately
$(1,465,000)   and  has  used  cumulative   cash  in  operating   activities  of
approximately  $(544,000)  during the period from May 1, 1997 through  April 30,
2000. Further,  in prior periods,  the Company was irregular in making scheduled
payments on notes payable to banks and other  financing  entities.  Accordingly,
the lender(s) could have, at their sole discretion, declare the then outstanding
indebtedness  to be  immediately  due and  payable.  The lender  could have then
foreclose on a significant  portion of the Company's assets,  which could have a
material adverse effect on the Company's financial condition and operations.

                                                                               7

<PAGE>

                                 Humatech, Inc.

                    Notes to Financial Statements - Continued


NOTE B - Going Concern Uncertainty - Continued

Management  is of the opinion that current  sales trends and foreign  demand for
the  Company's  products will provide  sufficient  cash to support the Company's
day-to-day  liquidity  requirements  as  well as  retire  outstanding  debt  and
delinquent trade payables.

The  Company's  continued  existence is  dependent  upon its ability to generate
sufficient cash flows from operations to support its daily operations as well as
provide sufficient resources to retire existing liabilities and obligations on a
timely basis.


NOTE C - Summary of Significant Accounting Policies

1. Cash and cash equivalents
   -------------------------

      The Company considers all cash on hand and in banks, including accounts in
      book overdraft positions,  certificates of deposit and other highly-liquid
      investments with maturities of three months or less, when purchased, to be
      cash and cash equivalents.

2. Accounts receivable and revenue recognition
   -------------------------------------------

      In the  normal  course  of  business,  the  Company  periodically  extends
      unsecured credit to unrelated customers,  principally located in Texas and
      Arizona,  and to a related party account  domiciled in the United Kingdom.
      Because of the credit risk involved,  management has provided an allowance
      for doubtful  accounts  which  reflects its opinion of amounts  which will
      eventually   become   uncollectible.   In  the  event  of  complete   non-
      performance, the maximum exposure to the Company is the recorded amount of
      trade  accounts  receivable  shown  on the  balance  sheet  at the date of
      non-performance.

      Revenue is recognized  at the time  materials are shipped to the Company's
      customers.

3. Inventory
   ---------

      Inventory  consists of finished goods, raw materials and related packaging
      materials necessary to manufacture humate-based fertilizer products. These
      items  are  carried  at the lower of cost or  market  using the  first-in,
      first-out method.

4. Property, plant and equipment
   -----------------------------

      Property and equipment are recorded at  historical  cost.  These costs are
      depreciated  over the  estimated  useful lives of the  individual  assets,
      generally 4 to 10 years, using the straight-line method.

      Gains and losses from disposition of property and equipment are recognized
      as incurred and are included in operations.

5. Research and development expenses
   ---------------------------------

      Research and development expenses are charged to operations as incurred.



                                                                               8

<PAGE>

                                 Humatech, Inc.

                    Notes to Financial Statements - Continued


NOTE C - Summary of Significant Accounting Policies - Continued

6. Advertising expenses
   --------------------

      Advertising and marketing expenses are charged to operations as incurred.

7. Income taxes
   ------------

      The Company  utilizes the asset and  liability  method of  accounting  for
      income taxes.  At July 31, 2000 and 1999,  respectively,  the deferred tax
      asset and deferred tax  liability  accounts,  as recorded  when  material,
      consist   entirely   the  result  of  temporary   differences.   Temporary
      differences  represent  differences  in  the  recognition  of  assets  and
      liabilities for tax and financial reporting purposes,  primarily allowance
      for doubtful accounts and accumulated depreciation.

8. Loss per share
   --------------

      Basic  earnings  (loss) per share is computed  by dividing  the net income
      (loss) by the weighted-average number of shares of common stock and common
      stock equivalents  (primarily  outstanding  options and warrants).  Common
      stock equivalents represent the dilutive effect of the assumed exercise of
      the  outstanding  stock  options and  warrants,  using the treasury  stock
      method. The calculation of fully diluted earnings (loss) per share assumes
      the dilutive effect of the exercise of outstanding options and warrants at
      either the  beginning of the  respective  period  presented or the date of
      issuance,  whichever is later. As of July 31, 2000 and 1999, the Company's
      outstanding  warrants and/or options are antidilutive due to the Company's
      net operating losses.


NOTE D - Fair Value of Financial Instruments

The carrying amount of cash,  accounts  receivable,  accounts  payable and notes
payable, as applicable,  approximates fair value due to the short term nature of
these items  and/or the current  interest  rates  payable in relation to current
market conditions.


NOTE E - Due to Officers

The Company has a license agreement with the Company's President and controlling
shareholder for the use of all copyrights,  trademarks,  patents, trade secrets,
product formulas, customer lists and other proprietary information owned by IHFC
by virtue of the  incorporation  of the  predecessor  sole  proprietorship.  The
agreement  requires a payment of 1.0% of the total gross  sales of the  Company.
For the periods ended July 31, 2000 and 1999, respectively,  the Company paid or
accrued approximately $881 and $740 for royalties under this agreement.

The Company entered into an employment  agreement with an individual to serve as
the Company's  President and Chief Executive  Officer.  The agreement covers the
term  from July 1, 1996  through  June 30,  2001 and  automatically  renews  for
successive  two (2) year terms unless  either the President or the Company gives
sixty (60) days  written  notice to the other.  The  agreement  requires  annual
compensation  payments of  $128,000  for the first year of the  agreement  term;
$150,000  for the  second  year  of the  agreement  term  and  $175,000  for all
successive years of the agreement term.

                                                                               9

<PAGE>

                                 Humatech, Inc.

                    Notes to Financial Statements - Continued


NOTE E - Due to Officers - Continued

The Company entered into an employment  agreement with an individual to serve as
the  Company's  Executive  Vice  President  and  Chief  Financial  Officer.  The
agreement  covers  the  term  from  July  1,  1996  through  June30,   2001  and
automatically  renews  for  successive  two (2) year  terms  unless  either  the
Executive  Vice President or the Company gives sixty (60) days written notice to
the other. The agreement  requires annual  compensation  payments of $80,000 for
the first  year of the  agreement  term;  $100,000  for the  second  year of the
agreement term and $125,000 for all successive years of the agreement term.

As of July 31,  2000 and 1999,  total  cumulative  amounts  unpaid  under  these
agreements are as follows:

                                                               2000      1999
                                                              --------  --------
            Officer compensation                              $900,638  $713,363
            Royalty fees                                             -         -
                                                              --------  --------
                                                              $900,638  $713,363
                                                              ========  ========

Future amounts due under the employment agreements are as follows:

                                                           Year ending
                                                            April 30,    Amount
                                                           -----------  --------
                                                               2001     $300,000
                                                               2002       50,000
                                                                        --------
                                                              Totals    $350,000
                                                                        ========


NOTE F - Income Taxes

The  components of income tax  (benefit)  expense for the periods ended July 31,
2000 and 1999, respectively, are as follows:

                                                       2000            1999
                                                   -----------     -----------
              Federal:
                   Current                         $         -     $         -
                   Deferred                                  -               -
                                                   -----------     -----------
                                                             -               -
                                                   -----------     -----------
              State:
                   Current                                   -               -
                   Deferred                                  -               -
                                                   -----------     -----------
                                                             -               -
                                                   -----------     -----------

                   Total                           $         -     $         -
                                                   ===========     ===========


As of April 30,  2000,  the Company has a net  operating  loss  carryforward  of
approximately  $1,130,000 to offset future  taxable  income.  Subject to current
regulations, this carryforward will begin to expire in 2012.

                                                                              10

<PAGE>

<TABLE>

<CAPTION>

                                 Humatech, Inc.

                    Notes to Financial Statements - Continued



NOTE F - Income Taxes - Continued

The  Company's  income tax  expense  for the years ended July 31, 2000 and 1999,
respectively, differed from the statutory federal rate of 34 percent as follows:

                                                                2000       1999
                                                               --------   --------
<S>                                                            <C>        <C>
Statutory rate applied to earnings (loss) before income taxes  $(46,179)  $(39,030)
Increase (decrease) in income taxes resulting from:
   State income taxes                                                 -          -
   Other including reserve for deferred tax asset                46,179     39,030
                                                               --------   --------
     Income tax expense                                        $      -   $      -
                                                               ========   ========


The deferred current tax asset on July 31, 2000 and 1999, respectively,  balance
sheet consists of the following:

                                                                2000       1999
                                                               --------   --------
                  Current deferred tax asset                   $384,200   $263,800
                    Reserve                                    (384,200)  (263,800)
                                                               --------   --------

                  Net current tax asset                        $      -   $      -
                                                               ========   ========

</TABLE>

The current  deferred tax asset results from the  availability  of the Company's
net operating loss carryforward to offset future taxable income. The Company has
fully  reserved  its  deferred  tax  asset  related  to its net  operating  loss
carryforward due to the uncertainty of future usage. During the year ended April
30, 1999 and 1998, the reserve for the deferred  current tax asset  increased by
approximately $125,000 and 138,800, respectively.


NOTE G - Common Stock Transactions

On June 19, 2000, the Company  entered into a Stock  Purchase  Agreement for the
purchase of 77,778 shares of restricted, unregistered common stock at a price of
$0.90 per share.  As of July 31, 2000,  the Company had  received  approximately
$25,000 under this Agreement for approximately 27,778 shares. The sales price of
the common  stock is equal to  approximately  50.0% of the closing  price of the
Company's common stock on the respective date of the July 2000 stock issuance.


NOTE H - Commitments

On May 1,  2000,  the  Company  entered  into a  Consulting  Agreement  with  an
individual to assist in the general  development of the Company's business plan.
This  Agreement  requires  the  issuance  of  200,000  options  to  purchase  an
equivalent  number of shares of the Company's  common stock at an exercise price
of $1.25  per  share.  The  options  fully  vested  upon the  execution  of this
Agreement.  This  Agreement has an initial term of 3 years and may be terminated
by either party after 90 days with 30 days notice in writing.

                                                                              11

<PAGE>

                                 Humatech, Inc.

                    Notes to Financial Statements - Continued


NOTE I - Subsequent Events

On August 8, 2000,  the Company  issued a total of 44,000  shares of stock and a
warrant to purchase up to 10,000  shares of common stock at a price of $3.00 per
share.  These  shares and  warrant  were  issued to various  individuals  and/or
entities for various administrative services,  financial consulting services and
product  design and  engineering  services.  The Company will  recognize a gross
charge to operations of  approximately  $37,400,  which is equal to 50.0% of the
closing  price of the  Company's  common stock on the date of the  settlement of
these transactions. Any difference between the "fair value" of the shares issued
pursuant to the warrants and the actual cash  proceeds  received will be charged
to operations on the date of each respective exercise.

On September 7, 2000, the Company sold 77.500 shares of restricted, unregistered
common stock for total proceeds of approximately  $50,000 under a Stock Purchase
Agreement with an unrelated third party.




              (The remainder of this page left blank intentionally)









                                                                              12

<PAGE>

Part I - Item 2

Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations

(1)  Caution Regarding Forward-Looking Information

This  quarterly   report  contains   certain   forward-looking   statements  and
information relating to the Company that are based on the beliefs of the Company
or management as well as assumptions made by and information currently available
to  the  Company  or  management.   When  used  in  this  document,   the  words
"anticipate,"   "believe,"   "estimate,"   "expect"  and  "intend"  and  similar
expressions,  as they relate to the Company or its  management,  are intended to
identify forward-looking statements. Such statements reflect the current view of
the  Company   regarding  future  events  and  are  subject  to  certain  risks,
uncertainties  and  assumptions,  including the risks and  uncertainties  noted.
Should  one or more of  these  risks or  uncertainties  materialize,  or  should
underlying assumptions prove incorrect,  actual results may vary materially from
those  described  herein  as  anticipated,   believed,  estimated,  expected  or
intended. In each instance,  forward-looking information should be considered in
light of the accompanying meaningful cautionary statements herein.

(2)  Results of Operations

During the first quarter of Fiscal 2001 (period ended July 31, 2000) as compared
to the first  quarter of Fiscal 2000,  the Company  experienced  net revenues of
approximately $87,860 and $74,015, respectively. These revenues were principally
derived from domestic  sources.  The first quarter of the Company's  fiscal year
experiences  traditionally  slower  sales as this  period is  subsequent  to the
Spring  planting  seasons  and  Fall  harvesting   seasons  for  the  commercial
agricultural  market.  The  Company  remains  diligent  in  developing  both the
consumer  agricultural  market  segment  and  animal  feed  segment to assist in
reducing the seasonality of the Company's business operations.

Costs of sales for the quarters ended July 31, 2000 and 1999 were  approximately
$28,390 (32.31%) and approximately $26,860 (36.29%). The respective gross profit
margins  remain  relatively  constant  due to  management's  control of variable
expenses during the lower product demand periods.

The Company incurred general and administrative  expenses totaling approximately
$195,300 and $162,000,  respectively,  for the quarters  ended July 31, 2000 and
1999.  The largest  items in this category are officers  compensation,  which is
subject  to  long-term  employment  agreements,  sales and  marketing  expenses,
payroll and various  travel  related  expenses  related to product  development,
general administration and product marketing.

Overall,  the Company incurred a net operating loss of approximately  $(135,800)
and  $(114,800)  during  the  first  quarter  ended  July  31,  2000  and  1999,
respectively,  for a net loss per share of approximately  $(0.02) and $0.01) per
share, respectively.

(3)  Liquidity and Capital Resources

Due to the Company's net operating  loss  position,  liquidity has been provided
through  principal  advances on loans from  related  parties  and/or the sale of
restricted  securities.  The  Company has had and  continues  to have a negative
working  capital  position  and may be  subject to the  suspension  of credit by
various vendors and suppliers.  Any disruption in the availability of credit for
the  acquisition of necessary goods and services could have an adverse effect on
the financial and operating condition of the Company.

No  significant  capital  requirements  have been  identified for the near term.
Future   requirements  are  dependent  upon  business   activity   levels,   the
availability of internally generated resources and/or the continued availability
of credit from related and unrelated parties.

                                                                              13

<PAGE>

(4)  Year 2000 Considerations

The Year 2000 (Y2K) date change was believed to affect  virtually  all computers
and  organizations.   The  Company  undertook  a  comprehensive  review  of  its
information  systems,  including  personal  computers,  software and  peripheral
devices, and its general  communications systems during 1999. The Company has no
direct electronic links with any customer or supplier.

The costs associated with the Y2K date change compliance did not have a material
effect  on the  Company's  financial  position  or its  results  of  operations.
However, as the Year 2000 progresses,  there can be no assurance that all of the
Company's  systems,  and the systems of its  suppliers,  shippers,  customers or
other external business partners will continue to function adequately.


Part II - Other Information

Item 1 - Legal Proceedings

   None

Item 2 - Changes in Securities

On June 19, 2000, the Company entered into a Stock Purchase Agreement with White
Mountain  Capital  Group,  LLC, a Utah  corporation,  for the purchase of 77,778
shares of restricted,  unregistered  common stock at a price of $0.90 per share.
As of July 31, 2000, the Company had received  approximately  $25,000 under this
Agreement for approximately  27,778 shares.  The sales price of the common stock
is equal to  approximately  50.0% of the closing price of the  Company's  common
stock on the respective date of the July 2000 stock issuance.

On August 8, 2000,  the Company  issued an aggregate  total of 44,000  shares of
stock and a warrant to purchase up to 10,000  shares of common  stock at a price
of $3.00 per share, as follows:

 Mark Kuehn            3,000 shares          for product design and development.
 Eric Hooper           15,000 shares         for administrative services
 Gerry Hooper          1,000 shares          for administrative services
 deJong & Associates   25,000 shares and     for financial consulting
                       75,000 warrants       services (1)
 Phillip Cate          200,000 warrants      for general business consulting
 Vector Marketing      10,000 warrants       for product consulting services

(1) - The  underlying  contract  for these  shares and  warrants was canceled by
mutual consent in September 2000 canceling the 75,000 warrants.

These shares and warrant were issued to various  individuals and/or entities for
various  administrative  services,  financial  consulting  services  and product
design and  engineering  services.  The Company will recognize a gross charge to
operations  of  approximately  $37,400,  which is equal to 50.0% of the  closing
price of the  Company's  common  stock on the  date of the  settlement  of these
transactions.  Any  difference  between  the "fair  value" of the shares  issued
pursuant to the warrants and the actual cash  proceeds  received will be charged
to operations on the date of each respective exercise.

On September 7, 2000, the Company sold 77.500 shares of restricted, unregistered
common stock to Ron Isaacson,  an unrelated  individual,  for total  proceeds of
approximately $50,000 under a Stock Purchase Agreement.

Item 3 - Defaults on Senior Securities

   None

                                                                              14

<PAGE>

Item 4 - Submission of Matters to a Vote of Security Holders

   The Company has held no regularly  scheduled,  called or special  meetings of
   shareholders during the reporting period.

Item 5 - Other Information

   None

Item 6 - Exhibits and 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.

                                                                  Humatech, Inc.

March    23   , 2000                                   /s/ David G. Williams
      --------                              ------------------------------------
                                                               David G. Williams
                                                          President and Director


March    23   , 2000                                   /s/ John D. Rottweiler
      --------                              ------------------------------------
                                                              John D. Rottweiler
                                            Chief Financial Officer and Director








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