UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
AMENDED
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______________to_________________
Commission file number: 0-22899
Wasatch Pharmaceutical, Inc.
(Exact name of registrant as specified in charter)
Utah 84-0854009
---------- -----------------
State or other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization
714 East 7200 South, Midvale, Utah 84047
---------------------------------- -----
(Address of principal executive offices) (Zip Code)
(801) 566-9688
--------------------
Issuer's telephone number, including area code
Not Applicable
--------------------
(Former name, former address, and former fiscal year,
if changed since last report)
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). Yes [ X ] No [ ] and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the last practicable date.
Class A Common Stock, $.001 Par Value, 24,293,534 shares issued and outstanding.
The issued and outstanding shares exclude 1,515,014 shares contingently issued
for a specific incomplete common stock private placement program but include
738,101 shares to be issued the two principal officers for shares they have
provided in a private sale solely for the benefit of the Company and 10,044
shares that were paid for but unissued awaiting the appropriate documentation
from the purchaser.
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The Registrant's unaudited financial statements have been prepared in accordance
with the instructions to Form 10-QSB pursuant to the rules and regulations of
the Securities and Exchange Commission and, therefore, do not include all
information and foot notes necessary for a complete presentation of the
financial position, results of operations, cash flows, and stockholder's equity
in conformity with generally accepted accounting principles. In the opinion of
management, all adjustments considered necessary for a fair presentation of the
results of operations and financial position have been included and all such
adjustments are of a normal recurring nature.
The unaudited balance sheet of the Registrant as of March 31, 2000, and the
related audited balance sheet of the Registrant as of December 31, 1999, the
unaudited related statements of operations and cash flows for the three month
periods ended March 31, 2000 and 1999 and from inception (September 7, 1989)
through March 31, 2000, are attached hereto and incorporated herein by this
reference.
Operating results for the quarter ended March 31, 2000 are not necessarily
indicative of the results that can be expected for the year ending December 31,
2000.
The following financial statements are included in this report:
Consolidated Balance Sheet as of March 31, 2000 and
December 31, 1999 ............................................ F-1
Consolidated Statements of Operations for the Quarter
ended March 31, 2000, 1999 and from inception
(September 7, 1989) through March 31,
2000......................................................... F-2
Consolidated Statements of Changes in Common
Stockholders' (Deficit) for the Quarter ended March
31, 2000 and from inception (September 7, 1989)
through March 31, 2000....................................... F-3
Consolidated Statements of Cash Flows for the Quarter
ended March31, 2000,1999 and from inception (September
7, 1989) through March 31, 2000.............................. F-4
Notes to the Consolidated Financial
Statements................................................... F-5
<PAGE>
<TABLE>
<CAPTION>
WASATCH PHARMACEUTICAL, INC.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEET
ASSETS
March 31, December 31,
2000 1999
----------- -----------
(Unaudited)
CURRENT ASSETS
<S> <C> <C>
Cash $ 10,600 $ 10,038
Accounts receivable - trade 3,186 2,616
Inventory 9,103 3,673
Prepaid expenses 13,324 8,305
----------- -----------
Total Current Assets 36,214 24,632
----------- -----------
PROPERTY AND EQUIPMENT
Clinic and office equipment 59,893 44,819
Less accumulated depreciation (37,456) (35,122)
----------- -----------
Net Property and Equipment 22,438 9,697
----------- -----------
OTHER ASSETS 40,000 10,200
----------- -----------
TOTAL ASSETS $ 98,651 $ 44,529
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable - trade $ 254,622 $ 239,812
Accrued interest 500,047 463,375
Accrued salaries 562,126 557,726
Payroll taxes 91,003 103,418
Other accrued expenses 56,671 57,018
Notes and advances currently due:
Short-term shareholder advances 55,103 57,171
Vendors 112,333 112,333
Stockholders and others 1,816,639 1,796,708
----------- -----------
Total Liabilities 3,448,544 3,387,561
----------- -----------
STOCKHOLDERS' DEFICIT
Preferred stock, $0.001 par value, 1,000,000
shares authorized 49,258 issued and outstanding 49 49
Common stock, $0.001 par value, 50,000,000 shares -
authorized, 24,293,534 shares issued and outstanding 24,294 23,162
Additional paid-in capital 2,345,134 2,029,388
Accumulated development stage deficit (5,718,619) (5,393,382)
----------- -----------
(3,349,143) (3,340,783)
Less consideration due on shares issued (750) (2,250)
----------- -----------
Total Stockholders' Deficit (3,349,893) (3,343,033)
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 98,651 $ 44,529
=========== ===========
</TABLE>
The accompanying footnotes are an integral part of this financial information
F-1
<PAGE>
<TABLE>
<CAPTION>
WASATCH PHARMACEUTICAL, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
For the Quarter Ended March 31, From Inception
------------------------------- To March 31,
2000 1999 2000
---------- ---------- ----------
REVENUES
<S> <C> <C> <C>
Professional fee income $ 1,380 $ 4,281 $ 229,781
Product sales 6,302 9,957 457,783
---------- ---------- ----------
Total Revenues 7,682 14,238 687,564
---------- ---------- ----------
OPERATING EXPENSES
Cost of products sold 1,268 291 52,760
Salaries 48,030 36,266 698,785
Employee leasing - - 218,745
Payroll taxes 4,630 3,239 89,613
Physicians fees 4,350 7,616 272,218
Rent 6,739 10,059 213,681
Advertising - 1,487 214,597
Depreciation 1,267 1,314 35,777
Other 5,311 5,359 87,952
---------- ---------- ----------
Total Operating Expenses 71,595 65,631 1,884,128
GENERAL AND ADMINISTRATIVE EXPENSE 190,453 84,108 3,133,513
INTEREST 70,871 92,000 978,825
---------- ---------- ----------
Total Expenses 332,919 241,739 5,996,466
---------- ---------- ----------
LOSS BEFORE DISCONTINUED OPERATIONS AND
THE PROVISION FOR INCOME TAXES (325,237) (227,502) (5,308,902)
LOSS FROM DISCONTINUED OPERATIONS - - (409,718)
---------- ---------- ----------
NET LOSS BEFORE INCOME TAXES (325,237) (227,502) (5,718,620)
PROVISION FOR INCOME TAXES - - -
---------- ---------- ----------
NET LOSS $ (325,237) $ (227,502) $(5,718,620)
========== ========== ===========
Loss per share before discounted operations $ (0.015) $ (0.017) $ (0.424)
Loss per share from discontinued business - - (0.033)
---------- ---------- -----------
BASIC LOSS PER COMMON SHARE $ (0.015) $ (0.017) $ (0.456)
========== ========== ===========
BASIC WEIGHTED AVERAGE SHARES OUTSTANDING 21,178,979 13,196,095 12,530,401
========== ========== ===========
</TABLE>
The accompanying footnotes are an integral part of this financial information
F-2
<PAGE>
<TABLE>
<CAPTION>
WASATCH PHARMACEUTICAL, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
---------------------------------------------------------
(Unaudited)
Common Stock Additional Accumulated Total
------------------------ Paid - In Development Stockholders'
Shares Amount Capital Stage Deficit Equity
---------- -------- ----------- ------------- ------------
<S> <C> <C> <C> <C> <C>
Net equity December, 1999 23,162,391 $ 23,162 $ 2,029,388 $ (5,393,382) $ (3,340,783)
Shares issued in connection with:
Loan extensions 22,000 22 22
Securities sold for cash 713,829 714 168,191 168,905
Services rendered 1,193,336 1,193 - 1,193
Shares issued in stock exchange arrangement
Replacement shares issued - - - -
Replacement shares to be issued 576,978 577 130,689 131,266
Shares issued in satisfaction of debt 125,000 125 16,866 16,991
Shares issued as collaterial
Contingent shares returned (1,500,000) (1,500) (1,500)
Net loss for the quarter ended March 31, 2000 - - - (325,237) (325,237)
---------- -------- ----------- ------------- ------------
Balance March 31, 2000 of stockholders'
equity-per committed contracts 24,293,534 24,294 2,345,134 (5,718,619) (3,349,143)
Common shares issued without consideration (750,000) (750) - - (750)
---------- -------- ----------- ------------- ------------
23,543,534 $ 23,544 $ 2,345,134 $ (5,718,619) $ (3,349,893)
=========== ========= ============ ============= ============
</TABLE>
The accompanying footnotes are an integral part of this financial information
F-3
<PAGE>
<TABLE>
<CAPTION>
WASATCH PHARMACEUTICAL, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
For the Quarter Ended March 31, From Inception
------------------------------- To March 31,
2000 1999 2000
------------ ------------- ------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C> <C> <C>
Net loss $ (325,237) $ (227,502) $ (5,718,620)
Adjustments to reconcile net (Loss) to net cash
used by operating activities:
Depreciation and depletion 2,334 1,707 37,456
Depreciation and losses on fixed asset disposals
Clinic assets - - 15,234
Loss on disposal of oil and gas properties - - 387,122
Operating expenses paid in stock 1,365 1,365
Increase (decrease) in working capital -
(Increase) decrease in receivables (570) 4,033 (3,186)
(Increase) decrease in related party receivable - -
(Increase) decrease in inventory (5,431) 264 (9,104)
(Increase) decrease in prepaid expenses (5,019) - (13,324)
Increase (decrease) in accounts payable 14,810 46,252 254,624
Increase (decrease) in accrued interest 36,672 70,273 500,047
Increase (decrease) in other accruals (8,362) 46,311 709,801
------------ ------------- ------------
Net cash used by operating activities (289,437) (58,662) (3,838,584)
------------ ------------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets (15,075) - (46,104)
(Increase) decrease in other assets (29,800) (200,000) (40,000)
------------ ------------- ------------
Net cash provided (used) by investing activities (44,875) (200,000) (86,104)
------------ ------------- ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowings 100,171 275,185 3,179,292
Expenses paid by shareholder - - 38,323
Repayment of loans (65,467) (26,065) (816,800)
Proceeds from sale of common shares 300,171 7,113 1,194,155
Capital contributed by shareholder - - 154,800
Collection of share subscriptions 141,726
Common shares exchanged for debt 70 12,318
Exercised stock options - - 125,250
Redemption of common shares - - (20,409)
Cost of raising capital - - (73,367)
------------ ------------- ------------
Net cash provided used by financing activities 334,875 256,303 3,935,288
------------ ------------- ------------
NET INCREASE (DECREASE) IN CASH 563 (2,359) 10,600
Balance at beginning of period 10,038 2,589 -
------------ ------------- ------------
Balance at end of period $ 10,600 $ 230 $ 10,600
============ ============= ============
</TABLE>
The accompanying footnotes are an integral part of this financial information
F-4
<PAGE>
WASATCH PHARMACEUTICAL, INC.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
March 31, 2000
(Unaudited)
NOTE 1 - NATURE AND HISTORY OF THE BUSINESS
The consolidated financial statements include Wasatch Pharmaceutical,
Inc. (a development stage company) (the Company), and its wholly owned
subsidiaries, Medisys Research Group, Inc. and American Institute of Skin Care,
Inc.
The Company's predecessor, Medisys Research Group, Inc., a Utah
corporation, (Medisys) was incorporated on September 7, 1989 for the purpose of
developing treatment programs for various skin disorders. On January 21, 1994,
American Institute of Skin Care, Inc. (AISC) was incorporated as a wholly owned
Utah subsidiary of Medisys to administer the skin treatment programs developed
by Medisys.
On December 29, 1995, Ceron Resources Corporation, an unrelated
publicly held company, and Medisys completed an Agreement and Plan of
Reorganization whereby Ceron issued 85% of its outstanding shares of common
stock in exchange for all of the issued and outstanding common stock of Medisys.
In a January 1996 statutory reorganization, Ceron was merged with the Company
and the Company was reincorporated in Utah as Wasatch Pharmaceutical, Inc.
The acquisition of Medisys by Ceron was accounted for as a purchase by
Medisys because the shareholders of Medisys control the surviving company. There
was no adjustment to the carrying value of the assets or liabilities of Ceron in
as much as its market value approximated the carrying value of net assets. In
summary, Ceron is the acquiring entity for legal purposes but Medisys is the
surviving entity for accounting purposes. .
For the purpose of this financial presentation "Inception" shall mean
September 7, 1989, which was the commencement of Medisys operations.
NOTE 2 - CHANGES IN PRESENTATION
Certain financial presentations for the first quarter of 1999 have been
reclassified to conform to the 2000 presentation.
NOTE 3 - GOING CONCERN PREMISE
The Company's financial statements are prepared using generally
accepted accounting principles applicable to a going concern, which contemplates
the realization of assets and liquidation of liabilities in the normal course of
business. However, the Company is in the development stage and has not
established a source of revenues sufficient to allow it to continue to operate.
The Company has sought short-term funding and planned to obtain long-term
funding through a broad based public stock offering. Management believes that
sufficient funding to commence profitable operations will be provided by the
debenture program set forth below.
On April 19, 2000, the Company entered into an agreement with a private
investment group to provide up to $13,000,000 in long-term capital funding.
Under the agreement, the investment group will provide $800,000 during the 45
days following the original closing funding of $200,000. The funding structure
is built around Convertible Debentures issued in $500,000 increments each 60
days following the original two purchases.
F-5
<PAGE>
WASATCH PHARMACEUTICAL, INC.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
March 31, 2000
(Unaudited)
NOTE 3 - GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses for the comparative three month
periods ended in 2000 and 1999 and from inception through March 31, 2000 are:
From
First Quarter Inception
---------------------- To Mar. 31
2000 1999 2000
--------- ---------- ----------
Officers' compensation $ 56,250 $ 40,439 $1,343,377
Professional services 86,363 35,742 476,740
Fund raising expense 10,663 4,301 90,271
Finders fees 0 145 41,386
Travel 11,746 569 91,217
Telephone 1,872 1,241 70,182
Insurance 0 0 15,912
Postage 18 0 15,840
Payroll tax penalties 0 0 36,569
Other 23,541 1,671 952,019
--------- ---------- ----------
Total $ 190,453 $ 84,108 $3,133,513
========= ========== ==========
NOTE 4 - EARNINGS PER SHARE
Earnings Per Share is based on 24,293,534 shares issued and outstanding
March 31, 2000. The issued and outstanding shares exclude 1,515,014 shares
contingently issued for an incomplete specific common stock private placement
program but include 738,101 shares to be issued the two principal officers for
shares they have provided in a private sale solely for the benefit of the
Company and 10,044 shares that were paid for but unissued awaiting the
appropriate documentation from the purchaser. In addition, for Earnings Per
Share calculations, 750,000 collateral shares were excluded from the issued and
outstanding shares.
F-6
<PAGE>
ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS
OF OPERATIONS
OVERVIEW
The Company has developed proprietary technology for the treatment of
various skin disorders, including acne, eczema, and psoriasis. After
successfully completing controlled clinical studies, the company established
prototype clinics to duplicate the success rates achieved in the clinical
environment and to establish medical, business and administrative procedures
that could be duplicated in an Internet network of patients and doctors and
Company owned clinics across the country. The two prototype treatment clinics
are currently in operation in Utah. Although the Company has confirmed the
technology through the successful treatment of hundreds of patients and has set
up the business and administrative procedures, the clinics have not reached a
profitable level due to the lack of funds for advertising and marketing.
To this date, the Company has not had the resources to fully implement
its plan for the development and expansion of its Internet and clinic
operations. Due to the lack of working capital, the Company's financial
statements contain a "going concern" disclosure, which places into question the
Company's ability to continue without substantial increases in revenues or
additional long-term financing.
The Company had been seeking funding to establish an Internet presence,
open additional clinics in major metropolitan areas and to launch a major
advertising and marketing campaign to support each of its business strategies.
Based on successful historical models, management concludes that through direct
patient treatment on the Internet, working with health insurance companies and
HMOs, an advertising campaign and supplemented by a physician referral program,
revenues could be increased substantially with the infrastructure in place that
is operating at 10% to 15% of clinic capacity.
On April 19, 2000, the Company entered into an agreement with a private
investment group to provide up to $13,000,000 in long-term capital funding.
Under the agreement, the investment group will provide $800,000 during the 45
days following the original closing amount of $200,000. The funding structure is
built around 8% Convertible Debentures, due April 19, 2003, and issued in
$500,000 increments each 60 days following the above original two purchases. The
total funding level is at the discretion of the investor.
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 2000, the Company had current assets of $36,214 and
current liabilities of $3,465,385, generating a working capital deficit of
$3,429,171, which is a 1% increase from December 31, 1999. The increase in the
deficit is due to the Company's operating loss of $325,212 for the three-month
period ended March 31, 2000. The deficit was financed with new borrowings of
$38,800 and additional shareholder investment of $300,000.
RESULTS OF OPERATIONS
For the three months ended March 31, 2000, the Company had revenues of
$7,682, compared to revenues of $14,238 for the same period of 1999, a decrease
of 50%. The Company's operating expenses increased $6,000 in the first three
months of 2000, as compared to the first three months of 1999. In as much as the
company conducted its clinic practice in a traditional profit motivated manner,
the costs increase because the Company maintains a core technical and management
staff in anticipation of rapid growth.
The Company's corporate expenses increased $96,400 to $190,600 and
interest expense decreased $21,300 to $70,721 for 1st quarter of 2000 when
compared to 1999. These corporate expense variations are attributable to the
timing of expenditures for fund raising activities, increased audit costs
associated with filing the annual SEC reports for the years 1997 through 1999,
increased legal costs attributable to SEC filings and raising capital and the
increasing Company debt. The decrease in interest is attributable to the
settlement arrangement on a $300,000 debt which provided an interest free period
and the new borrowing were late in the first quarter of 2000. For the first
quarter of 2,000, the Company had a net loss of $325,212 compared to a loss of
$227,502 in the same period of 1999. The Company anticipates that the losses
will continue for a six to eight month period until the recently obtained
funding will enable management to fully implement the Company's business plan.
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On November 1 and 15, 1996 the Company entered into certain contractual
arrangements with Lindbergh Hammar, Inc. ("Lindbergh") which resulted in the
Company issuing 12 million shares of restricted Common Stock in exchange for a
note issued by Lindbergh with a face value of $60 million. The Company retained
voting rights on the Common Stock issued. Upon default of the note, the Company
made demand for payment and, failing to receive payment, proceeded to terminate
the contract and instructed its transfer agent to cancel the shares. After the
contract was terminated, Lindbergh transferred the 12 million shares of the
Common Stock issued in the transaction to a newly formed offshore corporation,
Crestport Insurance, which the Company believed had been organized by the owner
and CEO of Lindbergh.
On October 15, 1997, Crestport filed a lawsuit against the Company and
its stock transfer agent seeking damage arising out of the cancellation of the
12 million shares. Crestport claimed that it was an innocent third party and a
holder in due course who had paid Lindbergh for the shares. As of December 31,
1997, the lawsuit was in the discovery stage. Crestport has asserted a claim for
$5,000,000 in damages arising out of cancellation of the share certificate. On
July 20, 1999, the Company moved for summary judgment in the proceeding and
requested that the plaintiff's claim be dismissed. The presiding judge denied
the Company's request for summary judgment and scheduled the matter for trial,
which is now set for May 2000.
The Company believes that the claim by Crestport is without merit and
intends to vigorously defend the proceedings. An adverse determination in these
proceedings would have a material adverse effect on the Company.
The Company is a party to other legal proceedings that are covered by
liability insurance, the outcome of which will not have a material adverse
effect on the Company.
ITEM 2. CHANGES IN SECURITIES
During the first quarter the following common share transactions occurred:
a. Issued 22,000 restricted common shares to creditors for
extensions.
b. Issued 1,290,807 restricted common shares for cash totaling $
300,331.86
c. Issued 125,000 shares for cancellation of debt totaling
$16,990.71.
d. Issued 1,193,336 shares to consultants for services.
e. Cancelled 1,500,000 shares previously issued as collateral for
a future loan that didn't materialize.
The common shares were issued in reliance on the exemption from registration
provided by Section 4 (2) of the Securities Act of 1934 and the "Safe Harbor" of
Regulation D, Rule 504.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES - None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS - None.
ITEM 5. OTHER INFORMATION - None.
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
Exhibit
Number: Exhibit
27 Financial Data Schedule (included only in the electronic
filing of this document).
(b) Reports on Form 8-K - Dated May 3, 2000 - Debenture Sale - Summarized
as follows.
On April 19, 2000 Wasatch signed a Securities Purchase Agreement with
Aspen Capital Resources, L.L.C. in connection with a $10,000,000 program to fund
the growth and development of the Company. Under the program, the Company will
issue 8% Convertible Debentures over a three year period. The initial issue was
for $200,000 with a subsequent issue of $800,000 within ninety days and $500,000
bi-monthly there after until the entire program is funded. Purchasing the entire
Debenture issue is at the discretion of the investors and the issue will be due
April 19, 2003.
The debentures are convertible 90 days after the initial issue at 80%
of the market value of the Company's stock on the date of conversion. In
addition, the Company issued detached warrants that allows Aspen to purchase
common shares based on a formula related to the conversion price of the 8%
Debentures. The purchase price of the warrant rights is based on the trading
price of the Company's stock.
The Company plans to use the funds to initiate its Internet e commerce
development, to commence the commercial development of its prototype clinics, to
bring to a conclusion the FDA product application and introduce the associated
products in the marketplace, to develop relationships with major HMO's, PPO
groups and insurance companies and to meet other working capital needs.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
WASATCH PHARMACEUTICAL, INC.
Dated: May 16, 2000
By: /s/ David K. Giles
---------------------
David K. Giles
Chief Financial Officer &
Corporate Secretary
