FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For Quarter Ended November 30, 1999 Commission File Number 0-7405
MEDISCIENCE TECHNOLOGY CORP.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Certificate of Incorporation)
New Jersey
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(State or other jurisdiction on incorporation or organization)
22-1937826
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(I.R.S. Employer Identification Number)
1235 Folkstone Way, Cherry Hill, New Jersey 08034
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(Address of principal executive offices)
(Registrant's telephone number, including area code) 609-428-7952
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 [ ]
Registrant has not been involved in bankruptcy proceedings during the preceding
five years.
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of November 30, 1999.
Title of Class Number of Shares Outstanding
-------------- ----------------------------
Common Stock, par value 35,576,130
$.01 per share
Preferred Stock, par value 2,074
$.01 per share
<PAGE>
MEDISCIENCE TECHNOLOGY CORP.
NOVEMBER 30, 1999
INDEX
PART I. Financial Information
Item 1. Financial Statements
Balance Sheets as at November 30, 1999 (Unaudited) and
February 28, 1999
Statement of Operations for the Nine and Three Months ended
November 30, 1999 (Unaudited) and November 30, 1998
(Unaudited)
Statement of Cash Flows for the Nine Months ended November
30, 1999 (Unaudited) and November 30, 1998 (Unaudited)
Statement of Stockholders' Equity for the Nine Months ended
November 30, 1999 (Unaudited)
Exhibit to Statements of Operations
Notes to Financial Statements
Item 2. Management's Plan of Operation
PART II. Other Information
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
<PAGE>
<TABLE>
<CAPTION>
MEDISCIENCE TECHNOLOGY CORP.
BALANCE SHEETS
ASSETS
November 30, 1999
(Unaudited) February 28, 1999
------------ -----------------
<S> <C> <C>
CURRENT ASSETS
Cash and Cash Equivalents ........................ $ 7 $ 24,940
Other Assets ..................................... 20,191 20,191
------------ ------------
Total Current Assets ...................................... 20,198 45,131
------------ ------------
PROPERTY, PLANT AND EQUIPMENT
Net of Accumulated Depreciation $193,935 ......... 10,042 14,408
November 30, 1999; $189,570 - February 28, 1999
------------ ------------
TOTAL ASSETS .............................................. $ 30,240 $ 59,539
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable ................................. $ 49,441 $ 47,108
Other Accrued Liabilities ........................ 1,750,121 1,421,207
Officer and Other Loans .......................... 97,036 64,109
------------ ------------
Total Current Liabilities ............... 1,896,598 1,532,424
------------ ------------
STOCKHOLDERS' EQUITY
Preferred Stock - $.01 Par Value; Authorized ..... 21 21
50,000 Shrs; Outstanding 2,074 Shrs;
(Preference on Liquidation $20,740)
Common Stock $.01 Par Value, Authorized .......... 355,761 352,761
39,950,000 Shares; Outstanding 35,576,130 Shares
Additional Paid-in Capital ....................... 18,021,917 17,796,811
Accumulated Deficit .............................. (20,244,057) (19,622,478)
------------ ------------
Total Stockholders' Equity (Deficiency) . (1,866,358) (1,472,885)
------------ ------------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY .................. $ 30,240 $ 59,539
============ ============
</TABLE>
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<TABLE>
<CAPTION>
MEDISCIENCE TECHNOLOGY CORP.
STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED NOVEMBER 30, 1999 AND 1998
(UNAUDITED)
NINE MONTHS THREE MONTHS
1999 1998 1999 1998
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net Sales ........................ $ -- $ -- $ -- $ --
Cost of Sales .................... -- -- -- --
------------ ------------ ------------ ------------
Gross Profit ..................... -- -- -- --
General and Administrative Expense 589,278 515,417 142,850 182,411
Product Development Expense ...... 5,000 189,840 -- 22,583
Advertising, Travel and Marketing 27,451 35,252 6,850 20,211
------------ ------------ ------------ ------------
Total Expenses .......... 621,729 740,509 149,700 225,205
------------ ------------ ------------ ------------
Other Income (Expense) ........... 150 (11,332) 18 (11,400)
------------ ------------ ------------ ------------
Net (Loss) ....................... $ (621,579) $ (751,841) $ (149,682) $ (236,605)
============ ============ ============ ============
Net Loss Per Common Share ........ $ (0.02) $ (0.02) $ (0.01) $ (0.01)
============ ============ ============ ============
Weighted Average Number of
Shares of Common Stock
Outstanding ................... 35,498,352 35,032,507 35,576,130 35,143,618
============ ============ ============ ============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
MEDISCIENCE TECHNOLOGY CORP.
STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED NOVEMBER 30, 1999 AND 1998
(UNAUDITED)
1999 1998
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss ............................................................. $(621,579) $(751,841)
Adjustment for Item Not Requiring Cash Outlay
Depreciation ......................................................... 4,366 8,998
Stock Issued for Services ............................................ 53,075 --
Issuance of Warrants ................................................. 164,031 11,400
--------- ---------
Subtotal ................................................. (400,107) (731,443)
Changes in Assets and Liabilities:
Decrease (Increase) in Other Assets ......................... -- 14,931
Increase (Decrease) in Accounts Payable ..................... 2,333 26,165
Increase (Decrease) in Other Accrued Liabilities ............ 328,914 619,107
Increase (Decrease) in Officer and Other Assets ............. 32,927 --
--------- ---------
Net Cash Flows Provided by (Used for) Operating Activities (35,933) (71,240)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES .......................................... -- --
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds From Issuance of Common Stock ........................................ 11,000 50,000
--------- ---------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS .............................. (24,933) (21,240)
CASH AND CASH EQUIVALENTS
Beginning Balance .................................................... 24,940 21,240
--------- ---------
Ending Balance ....................................................... $ 7 $ --
========= =========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
MEDISCIENCE TECHNOLOGY CORP.
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE NINE MONTHS ENDED NOVEMBER 30, 1999
(UNAUDITED)
Preferred Stock Common Stock
Number of Shares Preferred Stock Number of Shares Common Stock
----------------- ---------------- ----------------- --------------
<S> <C> <C> <C> <C>
Balance February 28, 1999 2,074 $21 35,276,130 $352,761
Issuance of Common Stock for - - 250,000 2,500
Cash and Services
Issuance of Common Stock For Services - - 50,000 500
Issuance of Warrants - - - -
Net Loss for the Nine
Months Ended November 30, 1999 - - - -
----------------- ---------------- ----------------- --------------
Balance November 30, 1999 2,074 $21 35,576,130 $355,761
================= ================ ================= ==============
<CAPTION>
Additional Paid
in Capital Accumulated Deficit
------------------ ---------------------
<S> <C> <C>
Balance February 28, 1999 $17,796,811 $(19,622,478)
Issuance of Common Stock for 52,200 -
Cash and Services
Issuance of Common Stock For Services 8,875 -
Issuance of Warrants 164,031 -
Net Loss for the Nine
Months Ended November 30, 1999 - (621,579)
------------------ ---------------------
Balance November 30, 1999 $18,021,917 $(20,244,057)
================== =====================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT TO STATEMENTS OF OPERATIONS
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
Common Stock Weighted
$.01 Par Value Number of Average Number
Issued and Common Stock Shares of Shares
Outstanding Equivalents Outstanding Outstanding
------------------- -------------- ----------------- -----------------
<S> <C> <C> <C> <C>
March 1999 35,276,130 - 35,276,130
April 1999 35,326,130 - 35,326,130
May 1999 35,526,130 - 35,526,130
June 1999 35,526,130 - 35,526,130
July 1999 35,526,130 - 35,526,130
August 1999 35,576,130 - 35,576,130
September 1999 35,576,130 - 35,576,130
October 1999 35,576,130 - 35,576,130
November 1999 35,576,130 - 35,576,130 35,498,352
</TABLE>
<PAGE>
MEDISCIENCE TECHNOLOGY CORP.
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 1999
(UNAUDITED)
NOTE 1 RESULTS OF OPERATIONS
The financial statements, in the opinion of management, include all
adjustments and accruals necessary for a fair presentation.
The results of operations for each interim period are not necessarily
indicative of results to be expected for the year due to the unpredictability of
market factors, product development, competition and sales in general.
NOTE 2 OTHER ACCRUED LIABILITIES
Other accrued liabilities consist of the following:
Legal and Professional Fees $ 247,350
Research & Development 458,484
Salaries, Consulting and Other 1,044,287
-----------
$1,750,121
===========
<PAGE>
MANAGEMENT'S PLAN OF OPERATION
The Company's mission is to discover, develop and market novel and effective
photonic technologies for the early detection of cancer. The focus of
Mediscience's devices is aimed toward less invasive, faster, more accurate and
more cost effective cancer diagnosis.
Mediscience's primary area of concentration is on development and
commercialization of its patented Tissue Fluorescence Spectroscopy technology
which uses light for non-invasive and minimally invasive detection of cancer in
humans, in vivo (in the body). Its secondary focus is on research and
development of its Optical Imaging technology which uses laser light to image
dense tissue without exposing the body to harmful ionizing irradiation.
The Company has successfully conducted pre clinical investigations with tissue
from the upper aerodigestive tract, the cervix, the breast and the colon. A
human clinical feasibility study was successfully completed for the upper
aerodigestive tract and additional human clinical feasibility studies are
scheduled for the breast and esophagus. Other possible application opportunities
will be evaluated during 1999 and pre clinical evaluations are expected to be
undertaken for the more promising opportunities before moving on to human
clinical studies.
The Phase I clinical feasibility study of the upper aerodigestive tract was
carried out at Memorial Sloan-Kettering under the Principle Investigation of
Stimson P. Schantz, M.D., Associate Professor of Surgery and Director of Cancer
Prevention. It was established in this study that the Company's CD Scan
prototype product is able to distinguish between cancerous and normal tissue in
the oral cavity using its native tissue fluorescence spectroscopy technology.
At least two other clinical studies are continuing into1999. One such clinical
study is focused on diagnosis of breast cancer using the Company's second
prototype product, CD Ratiometer. This clinical study is being conducted at
Massachusetts General Hospital under the Principle Investigation of Daniel B.
Kopans, M.D., Associate Professor of Radiology, Harvard Medical School and
Section Head, Breast Imaging, Massachusetts General Hospital. The clinical
feasibility study is sponsored by Mediscience and will be partially funded by
the United States Army Medical Research Acquisition Activity. The second,
planned, phase I clinical feasibility study will be done at New York Hospital's
Cornell Medical Center to assess the potential utility of Mediscience's CD
Ratiometer with fiberoptic probe adapted to a flexible endoscope furnished by
Pentax Precision Instrument Corporation for monitoring Barrett's Esophagus.
In addition to working on its own, Mediscience is also seeking one or more
corporate alliance arrangements to jointly develop specific end use applications
for its technologies. The Company is also selectively considering other
non-medical applications of its technology through possible partnering
arrangements.
Mediscience subcontracts its research and development through an arrangement
with the City University of New York. Dr. Robert Alfano, a consultant to the
Company, distinguished professor of science and engineering at CUNY and the
inventor of the technology, supervises the Company's research as CUNY's
Principal Investigator. As a result of the contract research relationship with
CUNY, the Company either owns or holds exclusive licenses to 22 U.S. patents
plus in 1 in Japan, for a total of 23 and has exclusive rights to an additional
20 U.S.patents pending.
The Company has a research agreement with Memorial Sloan-Kettering Hospital for
investigation of its Tissue Fluorescence Spectroscopy technology and maintains
close working relationships with Columbia Presbyterian Hospital, New York
Hospital's Cornell Medical Center and Massachusetts General Hospital. The
Company had developed three prototype products that employ the technology for
cancer diagnosis. They include Cancer Detection Scan, CD Ratiometer and CD Map.
The CD Scan product prototype is oriented toward medical research. It is
designed to provide optical scanning capability of a broad spectrum of optical
wavelengths for evaluation of tissue. CD Ratiometer on the other hand is being
designed as a simple, compact instrument with user friendly features and
characteristics. It is designed to optically assess the scanned tissue only at
pre-established optical wavelengths and report out essentially a yes, no or
maybe result on a computer screen, instantaneously. CD Ratiometer with its
anticipated assortment of probe designs is expected to be the preferred product
for the medical practitioners use in the office or clinical setting. CD Map is a
vision instrument that is being designed to optically assess an area of tissue
rather than selective individual points. Although it is at an earlier stage of
design than either CD Scan or CD Ratiometer, it is expected to report out
results similar to the CD Ratiometer but in pseudocolored graphics (a "map") on
a computer screen distinguishing the normal areas from cancerous areas via color
differentiation.
The Company's ability to maintain its operations throughout its history has been
dependent upon the periodic infusion of capital and the willingness of its
creditors to accept payment beyond normal terms.
The ability of the Company to generate significant revenues from operations is
largely dependent upon obtaining regulatory approval for the commercialization
of its cancer detection technology. There can be no assurance as to whether or
when the various requisite governmental approvals will be obtained or the terms
or scope of these approvals. The Company intends to defray the costs of
obtaining regulatory approval for the commercialization of such technology by
the establishment of clinical trial arrangements with medical institutions,
similar to its agreement with Sloan Kettering Memorial Hospital. The Company
intends to continue to pursue the establishment of co-promotion arrangements for
the marketing, distribution and commercial exploitation of its cancer detection
technology. Such arrangements, if established, may include up-front payments
sharing of sales revenues after deduction of certain expenses, and/or product
development funding. Management of the Company anticipates that substantial
resources will be committed to a continuation of its research and development
efforts and to finance government regulatory applications. While management
believes that the Company will obtain sufficient funds to satisfy its liquidity
and capital resource needs for the short term, no assurances can be given that
additional funding, or capital from other sources, such as co-promotion
arrangements, will be obtained on a satisfactory basis.
<PAGE>
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
None
Item 6. Exhibits and Reports on Form 8-K
As filed on November 23, 1999, the Company, on November 17, 1999
entered into a three year employment agreement beginning February 1,
2000 with Dr. Frank S. Castellana, approved by Board of Director
action November 18, 1999. Pursuant to the terms of such agreement,
Dr. Castellana is to be paid $100,000.00 per Common stock at an
option price of $.32 per share and will purchase a exercise price of
$.05 per share for the first 150,000 shares and at an exercise price
of $.50 per share for the remaining 1,828,746. Dr. Castellana is
subject to a series of milestones described in his business plan for
development and marketing the Registrants platform technology with
Sarnoff Research Corp. including the obtaining of funding of terms
favorable to the Registrant. The agreement provides for anti-dilution
protection for Dr. Castellana and founders Dr. Robert Alfano and
Peter Katevatis.
<PAGE>
SIGNATURES
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.
MEDISCIENCE TECHNOLOGY CORP.
----------------------------
(REGISTRANT)
DATE: January 18, 2000 By: /s/PETER KATEVATIS
---------------------------------
PETER KATEVATIS
Chairman/CEO
By: /s/JOHN M. KENNEDY
---------------------------------
JOHN M. KENNEDY
Treasurer
Chief Accounting Officer
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0
0
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<INCOME-PRETAX> (622)
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