UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended: June 30, 2000 Commission File Number 33-33662
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MOLECULAR DIAGNOSTICS AND THERAPEUTICS, INC.
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(Exact name of registrant as specified in its charter)
COLORADO 84-1191749
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1880 Industrial Circle, Suite B-3, Longmont, Colorado 80501
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(Address of principal executive offices) (Zip code)
(303) 485-8500
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(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if changed
since last report.)
Indicate by check 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
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common stock, no par value 9,068,123
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Class Number of shares outstanding at August 11, 2000
This document is comprised of 8 pages.
<PAGE>
FORM 10-QSB
1ST QUARTER
INDEX
Page
PART I FINANCIAL INFORMATION
Item 1. Financial Statements *
Condensed balance sheet, June 30, 2000 (Unaudited).....................3
Condensed statements of operations, three months ended
June 30, 2000 (Unaudited) and 1999 (Unaudited), and
February 19, 1992 (inception) through June 30, 2000 (Unaudited).....4
Condensed statements of cash flows, three months ended
June 30, 2000 (Unaudited) and 1999 (Unaudited), and
February 19, 1992 (inception) through June 30, 2000 (Unaudited).....5
Notes to condensed financial statements (Unaudited)....................6
Item 2. Plan of Operation.............................................7
PART II OTHER INFORMATION..................................................7
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8K
Signatures.............................................................8
* The accompanying financial statements are not covered by an Independent
Certified Public Accountant's report.
2
<PAGE>
Part I. Item 1. Financial information
MOLECULAR DIAGNOSTICS AND THERAPEUTICS, INC.
(A Development Stage Company)
Condensed Balance Sheet
(Unaudited)
June 30, 2000
ASSETS
<TABLE>
<CAPTION>
CURRENT ASSETS
<S> <C>
Cash....................................................................................$ 9,687
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TOTAL CURRENT ASSETS 9,687
FURNITURE AND EQUIPMENT, less accumulated depreciation of $85,294............................ 19,147
OTHER ASSETS
Earnest money deposit................................................................... 114,750
Other................................................................................... 2,981
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$ 146,565
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LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued liabilities................................................$ 86,197
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TOTAL CURRENT LIABILITIES 86,197
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SHAREHOLDERS' EQUITY:
Preferred stock, no par value; 5,000,000 shares authorized;
-0- shares issued and outstanding.................................................... -
Common stock, no par value; 45,000,000 shares authorized;
9,068,123 shares issued and outstanding.............................................. 3,142,446
Deferred offering costs................................................................. (314,201)
Deficit accumulated during development stage............................................ (2,767,877)
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TOTAL SHAREHOLDERS' EQUITY 60,368
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$ 146,565
===============
</TABLE>
See accompanying notes to condensed financial statements
3
<PAGE>
MOLECULAR DIAGNOSTICS AND THERAPEUTICS, INC.
(A Development Stage Company)
Condensed Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
February 19,
1992
Three Months Ended (Inception)
June 30, through
----------------------------- June 30,
2000 1999 2000
---------- ----------- --------------
<S> <C> <C> <C>
COSTS AND EXPENSES:
Salaries and payroll taxes.................................. $ 70,289 $ 53,860 $ 769,194
Stockbased compensation..................................... - - 447,228
Research and development costs.............................. - 26,687 639,173
Contract labor.............................................. 600 31,150 249,250
Rent........................................................ 6,171 9,192 179,530
Web site, graphics and computer services.................... 4,500 - 75,937
Professional fees........................................... 5,983 6,248 100,453
Depreciation................................................ 4,213 4,361 85,201
Other general and administrative............................ 11,313 15,168 221,674
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OPERATING LOSS (103,069) (146,666) (2,767,640)
INTEREST EXPENSE................................................. - - (237)
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LOSS BEFORE
INCOME TAXES (103,069) (146,666) (2,767,877)
INCOME TAXES (Note B) - - -
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NET LOSS $ (103,069) $ (146,666) $ (2,767,877)
========== =========== =============
Basic and diluted loss per common share.......................... $ (0.01) $ (0.02)
========== ===========
Basic and diluted weighted average
common shares outstanding................................... 9,068,123 8,159,642
========== ===========
</TABLE>
See accompanying notes to condensed financial statements
4
<PAGE>
MOLECULAR DIAGNOSTICS AND THERAPEUTICS, INC.
(A Development Stage Company)
Condensed Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
February 19,
1992
Three Months Ended (Inception)
June 30, through
----------------------------- June 30,
2000 1999 2000
---------- ----------- --------------
<S> <C> <C> <C>
NET CASH (USED IN)
OPERATING ACTIVITIES $ (120,179) $ (138,074) $ (2,260,881)
------------ ---------- ------------
INVESTING ACTIVITIES
Payments for furniture and equipment........................ (3,389) (4,189) (104,441)
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NET CASH (USED IN)
INVESTING ACTIVITIES (3,389) (4,189) (104,441)
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FINANCING ACTIVITIES
Proceeds from the sale of preferred and
common stock.............................................. - 145,850 2,924,840
Payments for the repurchase of common stock.................. - - (5,873)
Payments for offering costs.................................. (21,862) - (543,958)
------------ ---------- ------------
NET CASH PROVIDED BY (USED IN)
FINANCING ACTIVITIES (21,862) 145,850 2,375,009
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NET CHANGE IN CASH................................................ (145,430) 3,587 9,687
Cash, beginning of period.................................... 155,117 4,883
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CASH, END OF PERIOD...............................................$ 9,687 $ 8,470 $ 9,687
============ ========== ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest.......................................$ - $ - $ 237
============ ========== ============
Cash paid for income taxes...................................$ - $ - $ -
============ ========== ============
NONCASH INVESTING AND FINANCING TRANSACTIONS:
Common stock issued as earnest money as part
of a land purchase agreement..............................$ - $ - $ 114,750
============ ========== ============
Accrued offering costs.......................................$ - $ - $ 108,649
============ ========== ============
</TABLE>
See accompanying notes to condensed financial statements
5
<PAGE>
MOLECULAR DIAGNOSTICS AND THERAPEUTICS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
June 30, 2000
Note A: Basis of presentation
The financial statements presented herein have been prepared by the Company in
accordance with the accounting policies in its Form 10-KSB dated March 31, 2000
and should be read in conjunction with the notes thereto.
In the opinion of management, all adjustments (consisting only of normal
recurring adjustments) which are necessary to provide a fair presentation of
operating results for the interim period presented have been made. The results
of operations for the periods presented are not necessarily indicative of the
results to be expected for the year.
Interim financial data presented herein are unaudited.
Note B: Income taxes
The Company records its income taxes in accordance with Statement of Financial
Accounting Standard No. 109, "Accounting for Income Taxes". The Company incurred
net operating losses during the three months ended June 30, 2000 resulting in a
deferred tax asset, which was fully allowed for; therefore, the net benefit and
expense resulted in $-0- income taxes.
Note C: Land purchase contract
On June 15, 2000, the Company agreed to an extension of the closing date for the
land purchase contract signed on March 8, 2000. The closing date was amended to
be a date four months and ten days after the seller records an approved,
corrected plat of Filing II of Vista Commercial Center, and gives written notice
to the Company of such recording.
The Company issued 102,000 shares of its restricted common stock, valued at
$114,750, as an earnest money deposit under the terms of the contract. The
Company's ability to recover the cost of its $114,750 deposit and to pay the
remainder of the purchase price of $1,083,980 is dependent on the timing and
success of the Company's proposed stock offering.
Note D: Subsequent event
At the time of the preparation of this Form, the Company was in negotiations to
obtain $500,000 in exchange for a promissory note. Proceeds from the note will
be used to construct the Company's manufacturing facility, purchase equipment
and for working capital.
6
<PAGE>
Part I. Item 2. Plan of operation
MOLECULAR DIAGNOSTICS AND THERAPEUTICS, INC.
(A DEVELOPMENT STAGE COMPANY)
PLAN OF OPERATION
The Company is in the process of conducting a public stock offering under an
effective registration statement on form SB-2 on file with the Securities and
Exchange Commission. The Company plans to sell a minimum of 200,000 shares and a
maximum of 1,000,000 shares of its common stock. If the Company sells the
minimum number of shares offered, the net proceeds will enable it to open the
manufacturing facility and to begin manufacturing and marketing. Should the
Company not sell the minimum number of shares offered, it will continue to seek
debt or equity financing through private sources in an amount sufficient to open
the manufacturing facility and then attempt to fulfill the business plan from
anticipated earnings. The Company plans to finance the acquisition of the
cyclotron, the production facility and the majority of its robotic and
manufacturing equipment needed to implement its business plan.
The Company plans to hire up to 21 additional employees during the first 12
months following funding, should the Company sell the maximum number of shares
offered. The increase in employees will be related to the amount of funding
received.
Results of operations
No income producing operations were conducted during the most recent quarter.
Expenses, since year-end consisted of salaries and payroll taxes, rent,
professional fees, printing and other general and administrative costs.
Financial condition
During the 3 months ended June 30, 2000, the Company's cash balance decreased
from $155,117 at March 31, 2000 to $9,687 at June 30, 2000. The decrease was due
to the payment of salaries and payroll taxes ($70,289), offering costs
($21,862), general and administrative costs ($27,041), and liabilities
($26,238). As of June 30, 2000, the Company had not raised proceeds through its
initial public offering; however, as of the date of this form, it was
negotiating to obtain $500,000 in exchange for a promissory note (see Note D to
the condensed financial statements).
PART II - OTHER INFORMATION Items 1 through 5 - No response required.
Item 6 - Exhibits and reports on Form 8-K.
(a) Exhibits 27 - Financial Data Schedule.
There were no reports on Form 8-K.
7
<PAGE>
SIGNATURES
The financial information furnished herein has not been audited by and
independent accountant; however, in the opinion of management, all adjustments
(only consisting of normal recurring accruals) necessary for a fair presentation
of the results of operations for the three months ended June 30, 2000 have been
included.
Pursuant to the requirements 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.
MOLECULAR DIAGNOSTICS AND THERAPEUTICS, INC.
(Registrant)
DATE: August 11, 2000 BY:
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Malcolm Benedict, President
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