Securities and Exchange Commission
Washington, D. C. 20549
_______________
Form 10-SB
______________
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
SKINOVATION PHARMACEUTICAL INCORPORATED
(Name of registrant in its charter)
NEVADA 87-0458170
(State of incorporation) (I.R.S. Employer
Identification No.)
525 SOUTH 300 EAST
SALT LAKE CITY, UTAH 84111
(801) 323-2395
(Address and telephone number of principal executive offices
and principal place of business)
________________
Securities registered pursuant to Section 12(b) of the Act:
None
________________
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.001
Title of each class
<PAGE>
Table of Contents
PART I
Item 1: Description of Business.............................................3
Item 2: Management's Discussion and Analysis or Plan of Operation...........6
Item 3: Description of Property.............................................6
Item 4: Security Ownership of Certain Beneficial Owners and Management......6
Item 5: Directors, Executive Officers, Promoters and Control Persons........7
Item 6: Executive Compensation..............................................8
Item 7: Certain Relationships and Related Transactions......................8
Item 8: Description of Securities...........................................8
PART II
Item 1: Market Price for Common Equity and Related Stockholder Matters......8
Item 2: Legal Proceedings...................................................9
Item 3: Changes in and Disagreements with Accountants.......................9
Item 4: Recent Sales of Unregistered Securities.............................9
Item 5: Indemnification of Directors and Officers...........................9
PART F/S
Index to Financial Statements...............................................9
PART III
Item 1: Index to and Description of Exhibits................................10
2
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FORWARD LOOKING STATEMENTS
In this registration statement references to "Skinovation," "we," "us,"
and "our" refer to Skinovation Pharmaceutical Incorporated.
This Form 10-SB contains certain forward-looking statements. For this
purpose any statements contained in this Form 10-SB that are not statements of
historical fact may be deemed to be forward-looking statements. Without
limiting the foregoing, words such as "may," "will," "expect," "believe,"
"anticipate," "estimate" or "continue" or comparable terminology are intended
to identify forward-looking statements. These statements by their nature
involve substantial risks and uncertainties, and actual results may differ
materially depending on a variety of factors, many of which are not within
Skinovation's control. These factors include but are not limited to economic
conditions generally and in the industries in which Skinovation may
participate; competition within Skinovation's chosen industry, including
competition from much larger competitors; technological advances and failure
by Skinovation to successfully develop business relationships.
ITEM 1: DESCRIPTION OF BUSINESS
Business Development
We were originally incorporated in the state of Nevada on January 15,
1988 as Data Financial Corporation ("Data Financial"). In 1992 Data Financial
obtained a license to certain pharmaceutical products and on August 5, 1992,
Data Financial changed its name to Skinovation Pharmaceutical Incorporated. In
1993, a court of law determined that we did not own the license for the
pharmaceutical products and we have not had operations since that time.
We have not recorded revenues for the past two fiscal years and our
independent auditors have expressed doubt that we can continue as a going
concern unless we obtain financing. We have voluntarily filed this
registration statement to become a reporting company.
Our Plan
Our business plan is to seek, investigate, and, if warranted, acquire an
interest in a business opportunity. Our acquisition of a business opportunity
may be made by merger, exchange of stock, or otherwise. We have very limited
sources of capital, and we probably will only be able to take advantage of one
business opportunity. At the present time we have not identified any business
opportunity that we plan to pursue, nor have we reached any agreement or
definitive understanding with any person concerning an acquisition.
Our search for a business opportunity will not be limited to any
particular geographical area or industry. Our management has unrestricted
discretion in seeking and participating in a business opportunity, subject to
the availability of such opportunities, economic conditions and other factors.
Our management believes that companies who desire a public market to enhance
liquidity for current shareholders, or plan to acquire additional assets
through issuance of securities rather than for cash will be potential merger
or acquisition candidates.
The selection of a business opportunity in which to participate is
complex and extremely risky and will be made by management in the exercise of
its business judgement. There is no assurance that we will be able to
identify and acquire any business opportunity which will ultimately prove to
be beneficial to us and our shareholders.
Our activities are subject to several significant risks which arise
primarily as a result of the fact that we have no specific business and may
acquire or participate in a business opportunity based on the decision of
management which will, in all probability, act without consent, vote, or
approval of our shareholders.
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Investigation and Selection of Business Opportunities
A decision to participate in a specific business opportunity may be made
upon our management's analysis of the quality of the other company's
management and personnel, the anticipated acceptability of new products or
marketing concept, the merit of technological changes, the perceived benefit
that company will derive from becoming a publicly held entity, and numerous
other factors which are difficult, if not impossible, to analyze through the
application of any objective criteria. In many instances, we anticipate that
the historical operations of a specific business opportunity may not
necessarily be indicative of the potential for the future because of the
possible need to shift marketing approaches substantially, expand
significantly, change product emphasis, change or substantially augment
management, or make other changes. We will be dependent upon the owners of a
business opportunity to identify any such problems which may exist and to
implement, or be primarily responsible for the implementation of, required
changes.
Our management will analyze the business opportunities, however, none of
our management are professional business analysts (See "Directors and
Executive Officers," below). Our management might hire an outside consultant
to assist in the investigation and selection of business opportunities. Since
our management has no current plans to use any outside consultants or advisors
to assist in the investigation and selection of business opportunities, no
policies have been adopted regarding use of such consultants or advisors. We
have not established the criteria to be used in selecting such consultants or
advisors, the service to be provided, the term of service, or the total amount
of fees that may be paid. However, because of our limited resources, it is
likely that any such fee we agree to pay would be paid in stock and not in
cash.
In our analysis of a business opportunity we anticipate that we will
consider, among other things, the following factors:
(1) Potential for growth and profitability, indicated by new
technology, anticipated market expansion, or new products;
(2) Our perception of how any particular business opportunity will be
received by the investment community and by our stockholders;
(3) Whether, following the business combination, the financial
condition of the business opportunity would be, or would have a significant
prospect in the foreseeable future of becoming sufficient to enable our
securities to qualify for listing on a exchange or on a national automated
securities quotation system, such as NASDAQ.
(4) Capital requirements and anticipated availability of required
funds, to be provided by us or from operations, through the sale of additional
securities, through joint ventures or similar arrangements, or from other
sources;
(5) The extent to which the business opportunity can be advanced;
(6) Competitive position as compared to other companies of similar size
and experience within the industry segment as well as within the industry as a
whole;
(7) Strength and diversity of existing management, or management
prospect that are scheduled for recruitment;
(8) The cost of our participation as compared to the perceived tangible
and intangible values and potential; and
(9) The accessibility of required management expertise, personnel, raw
materials, services, professional
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assistance, and other required items.
No one of the factors described above will be controlling in the
selection of a business opportunity. Management will attempt to analyze all
factors appropriate to each opportunity and make a determination based upon
reasonable investigative measures and available data. Potentially available
business opportunities may occur in many different industries and at various
stages of development. Thus, the task of comparative investigation and
analysis of such business opportunities will be extremely difficult and
complex. Potential investors must recognize that, because of our limited
capital available for investigation and management's limited experience in
business analysis, we may not discover or adequately evaluate adverse facts
about the opportunity to be acquired.
Form of Acquisition
We cannot predict the manner in which we may participate in a business
opportunity. Specific business opportunities will be reviewed as well as our
needs and desires and those of the promoters of the opportunity. The legal
structure or method deemed by management to be suitable will be selected based
upon our review and our relative negotiating strength. Such structure may
include, but is not limited to, leases, purchase and sale agreements,
licenses, joint ventures and other contractual arrangements. We may act
directly or indirectly through an interest in a partnership, corporation or
other form of organization. We may be required to merge, consolidate or
reorganize with other corporations or forms of business organization. In
addition, our present management and stockholders most likely will not have
control of a majority of our voting shares following a merger or
reorganization transaction. As part of such a transaction, our existing
directors may resign and new directors may be appointed without any vote by
our stockholders.
Competition
We expect to encounter substantial competition in our effort to locate
attractive opportunities. Business development companies, venture capital
partnerships and corporations, venture capital affiliates of large industrial
and financial companies, small investment companies, and wealthy individuals
will be our primary competition. Many of these entities will have
significantly greater experience, resources and managerial capabilities than
we do and will be in a better position than we are to obtain access to
attractive business opportunities. We also will experience competition from
other public "blind pool" companies, many of which may have more funds
available.
Employees
We currently have no employees. Our management expects to confer with
consultants, attorneys and accountants as necessary. We do not anticipate a
need to engage any full-time employees so long as we are seeking and
evaluating business opportunities. We will determine the need for employees
based upon the specific business opportunity.
Reports to Security Holders
We have voluntarily elected to file this Form 10-SB registration
statement in order to become a reporting company under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). Following the effective date of
this registration statement, we will be required to comply with the reporting
requirements of the Exchange Act. We will file annual, quarterly and other
reports with the Securities and Exchange Commission ("SEC"). We also will be
subject to the proxy solicitation requirements of the Exchange Act and,
accordingly, will furnish an annual report with audited financial statements
to our stockholders.
Available Information
Copies of this registration statement may be inspected, without charge,
at the SEC's Public Reference Room at 450 Fifth Street N.W., Washington, D.C.
20549. The public may obtain information on the operation of the
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Public Reference Room by calling the SEC at 1-800-SEC-0300. Copies of this
material also should be available through the Internet by using the SEC's
EDGAR Archive, which is located at http://www.sec.gov.
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Plan of Operation
We are a development stage company and have no assets and have
experienced losses from inception. For the fiscal year ended December 31,
1999 and for the six month period ended June 30, 2000, we had no cash on hand
and total current liabilities of $28,776, which is a note payable owed to
Mutual Ventures Corporation for accounting and legal fees paid on our behalf.
We have no commitments for capital expenditures for the next twelve months.
Since inception, we have primarily financed our operations through the
sale of our common stock and loans. We believe that our current cash needs can
be met by loans from our directors, officers and shareholders for at least the
next twelve months. However, if we obtain a business opportunity, it may be
necessary to raise additional capital. This may be accomplished by selling
our common stock.
Our management intends to actively seek business opportunities during the
next twelve months.
ITEM 3: DESCRIPTION OF PROPERTIES
We do not currently own or lease any property. We utilize office space
in the office of our President at no cost. Until we pursue a viable business
opportunity and recognize income, we will not seek independent office space.
ITEM 4: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth the beneficial ownership of our
outstanding common stock of each person or group known by us to own
beneficially more than 5% of our outstanding common stock, as well as
management's ownership. Beneficial ownership is determined in accordance with
the rules of the SEC and generally includes voting or investment power with
respect to securities. Except as indicated by footnote, the persons named in
the table below have sole voting power and investment power with respect to
all shares of common stock shown as beneficially owned by them. The
percentage of beneficial ownership is based on 653,000 shares of common stock
outstanding as of June 30, 2000.
CERTAIN BENEFICIAL OWNERS
Common Stock Beneficially Owned
--------------------------------
Name and Address of Number of Shares of
Beneficial Owners Common Stock Percentage of Class
----------------------------- -------------------- --------------------
Don Mayer 250,000 38.2%
6 E. Northridge Lane
Sandy, Utah 84092
National Financial Services
Corporation 50,000 7.6%
200 Liberty Street
<PAGE> 6
One World Financial Center
New York, New York 10281
Arthur Candland 44,000 6.7%
5295 S. 300 W., Suite 499
Murray, Utah 84107
MANAGEMENT
Common Stock Beneficially Owned
-------------------------------
Name and Address of Number of Shares of
Beneficial Owners Common Stock Percentage of Class
----------------------------- -------------------- --------------------
John Peters 30,000 4.6%
525 South 300 East
Salt Lake City, Utah 84111
ITEM 5: DIRECTORS AND EXECUTIVE OFFICERS
Our executive officers and directors and their respective ages, positions
and term of office are set forth below. Biographical information for each of
those persons is also presented below. Our bylaws require three directors who
serve for terms of one year and our executive officers are chosen by our Board
of Directors and serve at its discretion. There are no existing family
relationships between or among any of our executive officers or directors.
Director or
Name Age Position Held Officer Since
------------------ ------ --------------- ----------------
John Peters 48 President, Director June 20, 2000
Jeanne Ball 42 Secretary/Treasurer, Director March 20, 1998
Anita Patterson 32 Director January 13, 1997
John Peters. Mr. Peters was appointed as our President and a Director
on June 20, 2000. Since July 1999 he has been the manager of Development
Specialties, Inc. a property management company. Since 1995 to the present he
has been President and Chairman of the Board of Earth Products and
Technologies, Inc, a reporting company. From 1993 to 1995 he was employed as
Earth Products' operations manager. Prior business experience includes
President and executive officer of Certified Environmental Laboratories, Inc.
and Vice President of Sales and Marketing for Comco Communications Corp. in
California. Mr. Peters studied business administration at Long Beach
Community College and California Polytechnic State University in San Louis
Obispo, California.
Jeanne Ball Ms. Ball was appointed as our Secretary/Treasurer and a
Director on March 20, 1998. For the past five years, Ms. Ball, has worked as
an independent contractor performing duties of a legal secretary for an
attorney. She is a Director of Wings & Things, Inc. and Bennion Corporation,
both reporting companies.
Anita Patterson. Ms. Patterson has been our Director since January 13,
1997. From March 20, 1998 through June 20, 2000 she served as our President
and from January 1997 to March 1998 she was our Secretary/Treasurer. From
1996 to the present she has been employed by Mutual Ventures Corporation as a
paralegal specializing in corporate law. In 1994 she received an Associate of
Arts degree in the paralegal program from Phillips Junior College. She
attended Weber State University during 1986 and 1987. She is a Director of
Earth
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Products Technologies, Inc. and Wings & Things, Inc., both are reporting
companies.
ITEM 6: EXECUTIVE COMPENSATION
None of our named executive officers received any cash compensation,
bonuses, stock appreciation rights, long term compensation, stock awards or
long-term incentive rights from us during the past three fiscal years. We
have not entered into employment contracts with our executive officers and
their compensation, if any, will be determined at the discretion of our Board
of Directors.
Compensation of Directors
We do not have any standard arrangement for compensation of our directors
for any services provided as director, including services for committee
participation or for special assignments.
ITEM 7: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
We have not engaged in any transactions in excess of $60,000 during the
past two years involving our executive officers, directors, 5% stockholders or
immediate family members of such persons.
ITEM 8: DESCRIPTION OF SECURITIES
Common Stock
We are authorized to issue 50,000,000 shares of common stock, par value
$.001, of which 653,000 were issued and outstanding as of June 30, 2000. All
shares of common stock have equal rights and privileges with respect to
voting, liquidation and dividend rights. Each share of common stock entitles
the holder (i) to one non-cumulative vote for each share held of record on all
matters submitted to a vote of the stockholders, (ii) to participate equally
and to receive any and all such dividends as may be declared by the Board of
Directors out of funds legally available; and (iii) to participate pro rata in
any distribution of assets available for distribution upon liquidation of the
Company. Our stockholders have no preemptive rights to acquire additional
shares of common stock or any other securities.
Preferred Stock
We are authorized to issue 25,000,000 shares of preferred stock, par
value $.001, of which no shares were issued and outstanding as of June 30,
2000.
PART II
ITEM 1: MARKET PRICE FOR COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS
We have had no market activity in our stock as of this filing. We have
approximately 305 stockholders of record and 280,000 common shares are free
trading and 373,000 shares are restricted shares as that term is defined in
Rule 144. We have not declared dividends on our common stock and do not
anticipate paying dividends on our common stock in the foreseeable future.
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ITEM 2: LEGAL PROCEEDINGS
We are not a party to any proceedings or threatened proceedings as of the
date of this filing.
ITEM 3: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
We have had no change in, or disagreements with, our principal
independent accountant during our last two fiscal years.
ITEM 4: RECENT SALES OF UNREGISTERED SECURITIES
The following discussion describes all securities sold by us within the
past three years without registration.
On March 20, 1998 we issued 48,000 shares valued at $4,800 to Lorri
Biljanic for consulting services. The issuance of such shares was exempt from
registration under the Securities Act of 1933 by reason of Section 4(2) as a
private transaction not involving a public distribution.
ITEM 5: INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to Nevada Revised Statutes Section 78.7502 and 78.751 our bylaws
provide for the indemnification of present and former directors and officers
and each person who serves at our request as our officer or director. We will
reimburse such individuals against all legal and other expenses reasonably
incurred in connection with a claim or liability. We will not indemnify an
individual adjudged liable due to negligence or wilful misconduct.
This right of indemnification shall not be exclusive of other rights the
individual is entitled to as a matter of law or otherwise. We are authorized
to purchase insurance on behalf of an individual for liabilities incurred
whether or not we would have the power or obligation to indemnify him pursuant
to our bylaws. In addition, we retain the right to settle any claim or action
by paying the settlement, costs and expenses.
PART F/S
INDEX TO FINANCIAL STATEMENTS
Skinovation Pharmaceutical Incorporated financial statements June 30,
2000, (unaudited) December 31, 1999 and 1998.
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Skinovation Pharmaceutical, Inc.
(a Development Stage Company)
Financial Statements
June 30, 2000 (Unaudited)
and
December 31, 1999 and 1998
<PAGE> 10
C O N T E N T S
Independent Auditors' Report . . . . . . . . . . . . . . . . . . . . . . . 3
Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Statements of Operations . . . . . . . . . . . . . . . . . . . . . . . . . 5
Statements of Stockholders' Equity . . . . . . . . . . . . . . . . . . . . 6
Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . 8
Notes to the Financial Statements . . . . . . . . . . . . . . . . . . . . . 9
<PAGE> 11
CHISHOLM & ASSOCIATES
Certified Public Accountants
P.O. Box 540216
A Professional North Salt Lake, Utah 84054
Corporation (801) 292-8756
Fax (801) 292-8809
__________________________________________________________________________
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of
Skinovation Pharmaceutical, Inc.
We have audited the accompanying balance sheets of Skinovation Pharmaceutical,
Inc. (a Development Stage Company) as of December 31, 1999 and 1998 and the
related statements of operations, stockholders' equity and cash flows for the
years ended December 31, 1999, 1998 and 1997 and from inception of the
development stage on January 15, 1988 through December 31, 1999. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Skinovation Pharmaceutical,
Inc. (a Development Stage Company) as of December 31, 1999 and 1998 and the
results of its operations and cash flows for the years ended December 31,
1999, 1998 and 1997 and from inception of the development stage on January 15,
1988 through December 31, 1999 in conformity with generally accepted
accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has suffered recurring
losses from operations which raises substantial doubt about its ability to
continue as a going concern. Management's plans in regard to these matters
are described in Note 2. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ Chisholm & Associates
Salt Lake City, Utah
June 9, 2000
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Skinovation Pharmaceutical, Inc.
(a Development Stage Company)
Balance Sheets
Assets
December 31,
June 30, ---------------------------
2000 1999 1998
------------- ------------- -------------
(Unaudited)
Current assets $ - $ - $ -
------------- ------------- -------------
Total Assets $ - $ - $ -
============= ============= =============
Liabilities and Stockholders' Equity
Liabilities
Accounts payable-related party
(Note 5) $ 28,776 $ 28,776 $ 14,576
------------- ------------- -------------
Total liabilities 28,776 28,776 14,576
------------- ------------- -------------
Stockholders' Equity
Common Stock, authorized
50,000,000 shares of $.001 par
value, issued and outstanding
653,000 shares, respectively $ 653 $ 653 $ 653
Additional Paid in Capital 19,703 19,703 19,703
Deficit Accumulated During the
Development Stage (49,132) (49,132) (34,932)
------------- ------------- -------------
Total Stockholders' Equity (28,776) (28,776) (14,576)
------------- ------------- -------------
Total Liabilities and
Stockholders' Equity $ - $ - $ -
============= ============= =============
The accompanying notes are an integral part of these financial statements.
4
<PAGE> 13
Skinovation Pharmaceutical, Inc.
(a Development Stage Company)
Statements of Operations
<TABLE>
<CAPTION>
For the six
months Cumulative
ended For the years ended December 31, Total
June 30, ------------------------------------ Since
2000 1999 1998 1997 Inception
------------ ------------ ------------ ----------- ------------
(Unaudited)
<S> <C> <C> <C> <C> <C>
Revenues $ - $ - $ - $ - $ 27,937
Expenses:
General and administrative - 14,200 19,000 3,508 114,144
------------ ------------ ------------ ----------- ------------
Total Expenses - 14,200 19,000 3,508 114,144
------------ ------------ ------------ ----------- ------------
Net loss before discontinued
operations - (14,200) (19,000) (3,508) (86,207)
------------ ------------ ------------ ----------- ------------
Gain on disposed of operations - - - - 37,075
------------ ------------ ------------ ----------- ------------
Net Loss $ - $ (14,200) $ (19,000) $ (3,508) $ (49,132)
============ ============ ============ =========== ============
Net Loss Per Share $ (.000) $ (.02) $ (.03) $ (.01) $ (.17)
============ ============ ============ =========== ============
Weighted average shares
outstanding 653,000 653,000 641,000 309,548 296,387
============ ============ ============ =========== ============
The accompanying notes are an integral part of these financial statements.
5
</TABLE>
<PAGE> 14
Skinovation Pharmaceutical, Inc.
(a Development Stage Company)
Statement of Stockholders' Equity Deficit
Deficit
Accumulated
Additional During the
Common Stock paid-in Development
Shares Amount capital Stage
------------- ------------- ------------- -------------
Balance,
January 15, 1988 - - - -
Stock issued for cash
at $.0007 30,000 $ 30 $ 1,970 -
Net loss for the year
ended December 31,
1988 $ (1,950)
Net loss for the year
ended December 31,
1989 (10)
Net loss for the year
ended December 31,
1990 (10)
Net loss for the year
ended December 31,
1991 (10)
Stock issued for cash
at $.0003 270,000 270 8,730
Net loss for the year
ended December 31,
1992 (9,757)
Net gain for the year
ended December 31,
1993 737
------------- ------------- ------------- -------------
Balance, December 31,
1993 300,000 300 10,700 (11,000)
Shares canceled
(Note 3) (206,632) (207) 207
Net loss for the year
ended December 31,
1994 -
------------- ------------- ------------- -------------
Balance, December 31,
1994 93,368 93 10,907 (11,000)
Net loss for the year
ended December 31,
1995 -
------------- ------------- ------------- -------------
Balance, December 31,
1995 93,368 93 10,907 (11,000)
Net loss for the year
ended December 31,
1996 (1,424)
------------- ------------- ------------- -------------
Balance, December 31,
1996 93,368 93 10,907 (12,424)
Stock issued for
services 6,632 7 126 -
Stock issued for debt
satisfaction 5,000 5 1,419 -
Stock issued for cash 500,000 500 9,500 -
Stock offering costs - - (7,000) -
The accompanying notes are an integral part of these financial statements.
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<PAGE> 15
Skinovation Pharmaceutical, Inc.
(a Development Stage Company)
Statement of Stockholders' Equity
(Continued)
Deficit
Accumulated
Additional During the
Common Stock paid-in Development
Shares Amount capital Stage
------------- ------------- ------------- -------------
Net loss for the year
ended December 31,
1997 - - - (3,508)
------------- ------------- ------------- -------------
Balance, December 31,
1997 605,000 605 14,952 (15,932)
Stock issued for
services 48,000 48 4,752 -
Net loss for the year
ended December 31,
1998 - - - (19,000)
------------- ------------- ------------- -------------
Balance, December 31,
1998 653,000 653 19,703 (34,932)
Net loss for the year
ended December 31,
1999 - - - (14,200)
------------- ------------- ------------- -------------
Balance, December 31,
1999 653,000 653 14,952 (49,132)
Net loss for the six
months ended June 30,
2000 (Unaudited) - - - -
------------- ------------- ------------- -------------
Balance, June 30, 2000
(Unaudited) 653,000 $ 653 $ 14,952 $ (49,132)
============= ============= ============= =============
The accompanying notes are an integral part of these financial statements.
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<PAGE>16
Skinovation Pharmaceutical, Inc.
(a Development Stage Company)
Statement of Cash Flows
<TABLE>
<CAPTION>
January
For the six 15,1988
months (inception)
ended For the years ended December 31, to
June 30, ------------------------------------ June 30,
2000 1999 1998 1997 2000
------------ ------------ ------------ ----------- ------------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C> <C>
Cash Flows form Operating
Activities:
Net loss $ - $ (14,200) $ (19,000) $ (3,508) $ (49,132)
Adjustments to reconcile
net loss to net cash
provided by operations:
Stock issued for debt payment - - - 1,424 1,424
Stock issued for services - - 4,800 133 4,933
Increase in accounts payable - 14,200 14,200 (1,049) 28,776
Loss on disposal of PP&E - - - - 5,263
------------ ------------ ------------ ----------- ------------
Net Cash Used in
Operating Activities - - - (3,000) (8,736)
------------ ------------ ------------ ----------- ------------
Cash Flows from Investment
Activities:
Cash paid for PP&E - - - - (5,264)
------------ ------------ ------------ ----------- ------------
Net Cash Used in
Investment Activities - - - - (5,264)
------------ ------------ ------------ ----------- ------------
Cash Flows from Financing
Activities:
Cash paid for offering cost - - - (7,000) (7,000)
Issued common stock for cash - - - 10,000 21,000
------------ ------------ ------------ ----------- ------------
Net Cash Provided by
Financing Activities - - - 3,000 14,000
------------ ------------ ------------ ----------- ------------
Net increase (decrease) in cash - - - - -
Cash, beginning of year - - - - -
------------ ------------ ------------ ----------- ------------
Cash, end of year $ - $ - $ - $ - $ -
============ ============ ============ =========== ============
Supplemental Non-Cash
Financing Transactions
Stock issued for debt
repayment $ - $ - $ - $ 1,424 $ 1,424
Stock issued for services $ - $ - $ 4,800 $ 133 $ 4,933
Cash paid for:
Interest $ - $ - $ - $ - $ -
Income Taxes $ - $ - $ - $ - $ -
The accompanying notes are an integral part of these financial statements.
8
</TABLE>
<PAGE> 17
Skinovation Pharmaceutical, Inc.
(a Development Stage Company)
Notes to the Financial Statements
June 30, 2000 (Unaudited), December 31, 1999 and 1998
NOTE 1 - Summary of Significant Accounting Policies
a. Organization
The Company was incorporated under the laws of the state of Nevada on
January 15, 1988 as Data Financial Corporation. The Company began operations
when it became the recipient of a license to certain pharmaceutical products,
it also changed its name to Skinovation Pharmaceutical, Inc. In 1993, the
courts determined that the Company did not own the license it was operating
under. The Company was ordered to cease and desist operations. The Company
has been dormant since that time.
b. Accounting Method
The Company recognizes income and expense on the accrual basis of
accounting.
c. Earnings (Loss) Per Share
The computation of earnings per share of common stock is based on the
weighted average number of shares outstanding at the date of the financial
statements.
d. Cash and Cash Equivalents
The Company considers all highly liquid investments with maturities
of three months or less to be cash equivalents.
e. Provision for Income Taxes
No provision for income taxes has been recorded due to net operating
loss carryforwards totaling approximately $49,132 that will be offset against
future taxable income. These NOL carryforwards begin to expire in the year
2003. No tax benefit has been reported in the financial statements because
the Company believes there is a 50% or greater chance the carryforward will
expire unused.
Deferred tax assets and the valuation account is as follows at June
30, 2000, December 31, 1999 and 1998.
June 30, December 31,
2000 1999 1998
------------- ------------ ------------
Deferred tax asset: (Unaudited)
NOL carrryforward $ 16,700 $ 16,700 $ 12,000
Valuation allowance (16,700) (16,700) (12,000)
------------- ------------ ------------
Total $ - $ - $ -
============= ============ ============
NOTE 2 - Going Concern
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. The Company has no assets
and has had recurring operating losses for the past several years and is
dependent upon financing to continue operations. The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty. It is management's plan to find an operating company to merge
with, thus creating necessary operating revenue.
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<PAGE> 18
Skinovation Pharmaceutical, Inc.
(a Development Stage Company)
Notes to the Financial Statements
June 30, 2000 (Unaudited), December 31, 1999 and 1998
NOTE 3 - Development Stage Company
The Company is a development stage company as defined in Financial
Accounting Standards Board Statement No. 7. It is concentrating substantially
all of its efforts in raising capital and searching for a business operation
with which to merge in order to generate significant revenues.
NOTE 4 - Stock Transactions
On January 3, 1992, the Company's Board of Directors authorized a 3
shares for 1 share forward stock split, and on January 13, 1997 the Board
authorized a 1 for 100 reverse split. The Company's financial statements have
been retroactively restated to show the effects of the stock splits.
Since the discontinuance of operations in 1993, shareholders have
returned 206,632 shares of outstanding common stock for cancellation, as
requested by the Board of Directors.
On March 20, 1998 the Company issued 48,000 shares of its common
stock for services valued at $4,800.
NOTE 5 - Related Party Transactions
During the years ended December 31, 1999, 1998, and 1997 the Company
incurred $14,200, $14,200, and $376 respectively, of professional fees payable
to Mutual Ventures Corporation. An officer of the Company is an employee of
Mutual Ventures Corporation.
NOTE 6 - Unaudited Information
Skinovation Pharmaceutical, Inc. (the Company) has elected to omit
substantially all footnotes to the financial statements for the six months
ended June 30, 2000. The information furnished herein was taken from the
books and records of the Company without audit. However, such information
reflects all adjustments which are, in the opinion of management, necessary to
reflect the results of the six months ended June 30, 2000. The information
presented is not necessarily indicative of the results from operations
expected for the full fiscal year.
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<PAGE> 19
PART III
ITEM 1: INDEX TO AND DESCRIPTION OF EXHIBITS
Exhibit
Number Description Location
3.1 Articles of Incorporation, dated January 15, 1988 See attached
3.2 Certificate of Amendment, dated August 5, 1992 See attached
3.3 Bylaws of Skinovation Pharmaceutical Incorporated See attached
27 Financial Data Schedule See attached
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by
the undersigned, who is duly authorized.
7/10/00
Date___________ Skinovation Pharmaceutical Incorporated
/S/ John W. Peters
By: _______________________________
John Peters, President
