UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the period ended - September 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from
Commission file number 0-28931
BIODELIVERY SCIENCES INTERNATIONAL, INC. (F/K/A/ MAS ACQUISITION XXIII CORP.)
(Name of Small Business Issuer in its charter)
Indiana 35-2089858
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification Number)
17 North Governor St., Evansville, Indiana 47711
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (812) 425-1050
Securities registered under Section 12(b) of the Act: None
Securities registered under Section 12(g) of the Act:
Common Stock, $.001 par value per share
(Title or class)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(D) of the securities Exchange Act
of 1934 during the preceding 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 [ ]
As of September 30, 2000, the Registrant has outstanding 8,272,400 shares
of Common Stock.
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BIODELIVERY SCIENCES INTERNATIONAL, INC.
Form 10-QSB
Quarterly Report
September 30, 2000
PART I. FINANCIAL INFORMATION
<TABLE>
<CAPTION>
ITEM 1. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Page
<S> <C>
(1) Financial Statements
Balance Sheet at September 30, 2000 3
Statements of Operations for the three months and nine
months ended September 30, 2000 and 1999 and the period
from inception (January 6, 1997)
to September 30, 2000 4
Statements of Cash Flows for the nine months
ended September 30, 2000 and 1999 and the period
from inception (January 6, 1997)
to September 30, 2000 5
Notes to Unaudited Financial Statements 6
(2) Management's Discussion and Analysis of Financial Condition and
Results of Operation 7
PART II. OTHER INFORMATION
(6) Exhibits and Reports on Form 8-K 8
SIGNATURES 9
</TABLE>
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BIODELIVERY SCIENCES INTERNATIONAL, INC.
(A Development Stage Company)
Balance Sheet
<TABLE>
<CAPTION>
Assets
<S> <C>
Sept. 30, 2000
(unaudited)
Current assets:
Total current assets $ -
Other assets:
Organization costs net of amortization of $68 22
--------
Total assets $ 22
========
Liabilities and Stockholders' Equity
Current liabilities:
Total current liabilities $ -
Stockholders' equity:
Preferred stock, $.001 par value
20,000,000 shares authorized,
none issued or outstanding -
Common stock, $.001 par value,
80,000,000 shares authorized,
8,272,400 shares issued and
outstanding 111
Deficit accumulated during the
development stage (89)
--------
Total liabilities and stockholders' equity $ 22
========
</TABLE>
The accompanying notes are an integral part of these the financial
statements.
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BIODELIVERY SCIENCES INTERNATIONAL, INC.
(A Development Stage Company)
Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
Three Months Nine Months Inception
Ended Sept. 30, Ended Sept. 30, (January 6, 1997)
--------------- --------------- to
2000 1999 2000 1999 Sept. 30, 2000
--------------- --------------- --------------
<S> <C> <C> <C> <C> <C>
Revenue $ - $ - $ - $ - $ -
Costs and expenses:
General and Administrative 4 4 14 14 89
---- ---- ---- ---- -----
Net (loss) $ (4) $ (4) $(14) $(14) $ (89)
==== ==== ==== ==== =====
Per share information:
Weighted average number
of common shares
outstanding
basic and diluted 8,519,900 8,519,800 8,519,900 8,519,800 8,516,000
========= ========= ========= ========= =========
(Loss) per share
basic and diluted $(.00) $(.00) $(.00) $(.00) $(.00)
===== ===== ===== ===== =====
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
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BIODELIVERY SCIENCES INTERNATIONAL, INC.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Inception
Ended Sept. 30, (January 6, 1997)
------------------------ to
2000 1999 Sept. 30, 2000
----------- ----------- ----------------
<S> <C> <C> <C>
Cash Flows From Operating Activities:
Net (loss) $ (14) $ (14) $ (89)
Adjustments to reconcile net (loss) to net cash
provided by (used in) operating activities:
Amortization 14 14 68
-
------- ------- ----------
Cash flows from investing activities:
Net cash provided by (used in)
investing activities - - -
------- ------- ----------
Cash flows from financing activities:
Net cash provided by (used in)
financing activities - - -
------- ------- ----------
Net increase (decrease) in cash and
cash equivalents - - -
------- ------- ----------
Beginning cash and cash equivalents - - -
------- ------- ----------
Ending cash and cash equivalents $ - $ - $ -
======= ======= ==========
</TABLE>
The accompanying notes are an integral part of these the financial statements.
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BIODELIVERY SCIENCES INTERNATIONAL, INC.
(A Development Stage Company)
Notes to Financial Statements
As of September 30, 2000
(1) Basis of Presentation
The accompanying unaudited financial statements have been prepared in accordance
with instructions to Form 10-QSB and do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments
(consisting only of normal recurring adjustments) considered necessary
for a fair presentation have been included. The results of operations for
the periods presented are not
necessarily indicative of the results to be expected for the full year. The
financial
statements should be read in conjunction with the financial statemsn and noted
thereto, together with management's discussion and analysis of financial
condition and results of operations included in the Company's Form 10-SB.
(2) Earnings Per Share
The Company calculates net income (loss) per share as required by SFAS No. 128,
"Earnings per Share." Basic earnings (loss) per share is calculated by dividing
net income (loss) by the weighted average number of common shares outstanding
for the period. Diluted earnings (loss) per share is calculated by dividing net
income (loss) by the weighted average number of common shares and dilutive
common stock equivalents outstanding. During the periods presented common stock
equivalents were not considered as their effect would be anti-dilutive.
(3) Income Taxes
(3) Stockholders' Equity
On September 29, 2000 247,500 shares of the Company's $.001 par value common
stock were returned to the Company for no consideration and cancelled.
(4) Subsequent Events
Effective October 9, 2000, the Company entered into a contribution agreement
with Hopkins Capital Group (Hopkins), which was previously an unrelated third
party. As a result of this agreement, Hopkins acquired 97.7 percent of the
voting
common stock of the Company. Immediately following this transaction there were
15,350,000 shares of common stock outstanding. Hopkins did not have any
Effective October 10, 2000, the Company acquired preferred stock of BioDelivery
Sciences, Inc. (BDS) representing 80% of the voting rights of BDS in exchange
for a purchase price of $15,000,000. The purchase price was payable $1,000,000
in cash upon closing and $14,000,000 in notes payable maturing through
December 2002. BDS is a development stage company creating the ability
to deliver certain pharmaceutical drugs and vaccines orally.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION
The following discussion should be read in conjunction with the information
contained in the financial statements of the Company and the Notes thereto
appearing elsewhere herein.
Results of Operations - Inception (January 6, 1997) through September 30, 2000.
The Company is considered to be in the development stage as defined in
Statement of Financial Accounting Standards No. 7. There have been no
operations since inception.
Plan of Operation.
On October 10, 2000, the Company acquired a controlling interest in BioSciences
Delivery Systems Inc. (BDS). As a result, the Company expects to continue the
development of BDS's principal products, including the development of oral
means to deliver certain drugs and vaccines for human and veter9inary uses.
These drugs and vaccines include Amphotericin B, Insulin and various vaccines.
There is no assurance that the Company will successfully complete the testing
of these products or obtain regulatory approval associated with these products.
Liquidity and Capital Resources.
The Company's acquisition and resulting operations of BDS will require
additional capital to complete the testing and approval process relative to the
products of BDS. Prior to the acquisition b the Company, the principal sources
of
funding for the development of BDS's products included funded research contracts
from both commercial and public sector sources. While the Company believes
it can secure adequate resources to continue to fund the operations and
development of BDS's products there can be no assurance that such funds will be
available or that any resulting research and development will be successful.
The Company has no cash as of September 30, 2000.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
In connection with the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995 (the "Reform Act"), the Company is hereby
providing cautionary statements identifying important factors that could cause
the Company's actual results to differ materially from those projected in
forward-looking statements (as such term is defined in the Reform Act) made by
or on behalf of the Company herein or orally, whether in presentations, in
response to questions or otherwise. Any statements that express, or involve
discussions as to expectations, beliefs, plans, objectives, assumptions or
future events or performance (often, but not always, through the use of words or
phrases such as "will result", "are expected to", "will continue", "is
anticipated", "estimated", "projection" and "outlook") are not historical facts
and may be forward-looking and, accordingly, such statements involve estimates,
assumptions, and uncertainties which could cause actual results to differ
materially from those expressed in the forward-looking statements. Such
uncertainties include, among others, the following: (i) the Company's ability
to obtain additional financing to implement its business strategy; (ii) the
financial condition of the Company's clients; (iii) imposition of new
regulatory requirements affecting the Company; (iv) a downturn in general
economic conditions (v) the delay or failure to properly manage growth and
successfully integrate acquired companies and operations; (vi) lack of
geographic diversification; and (vii) other factors which are described in
further detail in the Company's filings with the Securities and Exchange
Commission.
The Company cautions that actual results or outcomes could differ materially
from those expressed in any forward-looking statements made by or on behalf of
the Company. Any forward-looking statement speaks only as of the date on which
such statement is made, and the Company undertakes no obligation to update any
forward-looking statement or statements to reflect events or circumstances after
the date on which such statement is made or to reflect the occurrence of
unanticipated events. New factors emerge from time to time, and it is not
possible for management to predict all of such factors. Further, management
cannot assess the impact of each such factor on the business or the extent to
which any factor, or combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements.
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Part II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
On September 29, 2000, five of our shareholders returned a total of 247,500
shares of our Common Stock for cancellation. We paid no consideration and our
parent company, MAS Capital Inc. agreed to issued 2,500 shares of Common Stock
of MAS Capital Inc. as consideration.
Effective October 9, 2000, we entered into a Contribution Agreement with
Subscribers (the "Hopkins Capital Group"), listed in Exhibit 1.0 of the
Contribution
Agreement, incorporated by reference, whereby we agreed to exchange 15,000,000
shares of our common stock for the properties listed in Exhibit 1.1 of the
Contribution Agreement. The shares of our common stocks will be issued to the
individuals in the amounts specified in Exhibit 1.0 of the Contribution
Agreement.
After the exchange, we will have a total of 15,350,000 shares of common
stock outstanding.
Effective October 9, 2000, the Company entered into a contribution agreement
with Hopkins Capital Group (Hopkins), which was previously any unrelated
third party. As a result of this agreement, Hopkins acquired 97.7 percent of
the
voting common stock of the Company. Immediately following this transaction
there were 15,350,000 shares of common stock outstanding. Hopkins did not
have any operations prior to this transaction.
Effective October 10, 2000, the Company acquired preferred stock of BioDelivery
Sciences, Inc. (BDS) representing 80% of the voting rights of BDS in exchange
for a purchase price of $15,000,000. The purchase price was payable $1,000,000
in cash upon closing and $14,000,000 in notes payable maturing through December
2002 BDS is a development stage company creating the ability to deliver certain
pharmaceutical drugs and vaccines orally.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A. Exhibits
27.1 Financial Data Schedule (For SEC purposes only)
B. Reports on Form 8-K
None
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
and Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
BIODELIVERY SCIENCES INTERNATIONAL, INC.
Date: October 12, 2000
By: /s/ Dr. Frank O'Donnell
----------------------------------
Dr. Frank O'Donnell
Chairman, President and Director
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This schedule contains summary financial information extracted from the
Balance Sheet at September 30, 2000 (unaudited) and the Statement of
Operations for the nine months ended September 30, 2000 (unaudited) and
is qualified in its entirety by reference to such financial statements.
<TABLE>
<S> <C>
PERIOD-TYPE 9-MOS
FISCAL-YEAR-END DEC-31-2000
PERIOD-END SEP-30-2000
CASH 0
SECURITIES 0
RECEIVABLES 0
ALLOWANCES 0
INVENTORY 0
CURRENT-ASSETS 0
PP&E 0
DEPRECIATION 0
TOTAL-ASSETS 22
CURRENT-LIABILITIES 0
BONDS 0
PREFERRED-MANDATORY 0
PREFERRED 0
COMMON 111
OTHER-SE (89)
TOTAL-LIABILITY-AND-EQUITY 22
SALES 0
TOTAL-REVENUES 0
CGS 0
TOTAL-COSTS 0
OTHER-EXPENSES (14)
LOSS-PROVISION 0
INTEREST-EXPENSE 0
INCOME-PRETAX (14)
INCOME-TAX 0
INCOME-CONTINUING 0
DISCONTINUED 0
EXTRAORDINARY 0
CHANGES 0
NET-INCOME (14)
EPS-PRIMARY 0
EPS-DILUTED 0
</TABLE>