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 May 31, 2000 Commission File Number 0-7405
MEDISCIENCE TECHNOLOGY CORP.
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(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 Folkestone 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
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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
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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 May 31, 2000.
Title of Class Number of Shares Outstanding
-------------- ----------------------------
Common Stock, par value
$.01 per share 36,226,130
Preferred Stock, par value 2,074
$.01 per share
<PAGE>
MEDISCIENCE TECHNOLOGY CORP.
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MAY 31, 2000
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INDEX
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PAGE
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PART I. Financial Information
Item 1. Financial Statements
Balance Sheets as at May 31, 2000 (Unaudited) and
February 29, 2000 1
Statement of Operations for the Quarter ended May
31, 2000 (Unaudited) and May 31, 1999 (Unaudited) 2
Statement of Cash Flows for the Period ended May
31, 2000 (Unaudited) and May 31, 1999 (Unaudited) 3
Statement of Stockholders' Equity for the Period
ended May 31, 2000 (Unaudited) 4
Exhibit to Statements of Operations 5
Notes to Financial Statements 6
Item 2. Management's Plan of Operation 7-8
PART II. Other Information 9
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>
MEDISCIENCE TECHNOLOGY CORP.
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BALANCE SHEETS
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ASSETS
------
<TABLE>
<CAPTION>
May 31, 2000 February 29,
(Unaudited) 2000
----------------- ---------------
<S> <C> <C>
CURRENT ASSETS
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Cash and Cash Equivalents $ 17,191 $ 17,066
Other Assets 20,191 20,191
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Total Current Assets 37,382 37,257
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PROPERTY, PLANT AND EQUIPMENT
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Net of Accumulated Depreciation $196,337
May 31, 2000; $195,390 - February 29, 2000 7,641 8,588
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TOTAL ASSETS $ 45,023 $ 45,845
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LIABILITIES AND STOCKHOLDERS' EQUITY
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CURRENT LIABILITIES
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Accounts Payable $ 37,062 $ 39,396
Other Accrued Liabilities 1,968,650 1,877,456
Officer and Other Loans 142,573 141,955
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Total Current Liabilities 2,148,285 2,058,807
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STOCKHOLDERS' EQUITY
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Preferred Stock - $.01 Par Value; Authorized
50,000 Shrs; Outstanding 2,074 Shrs;
(Preference on Liquidation $20,740) 21 21
Common Stock $.01 Par Value, Authorized
39,950,000 Shares; Outstanding 36,226,130 Shares 362,261 359,761
Additional Paid-in Capital 18,315,977 18,215,977
Accumulated Deficit (20,781,521) (20,588,721)
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Total Stockholders' Equity (Deficiency) (2,103,262) (2,012,962)
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TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 45,023 $ 45,845
---------------------------------------- ================= ===============
</TABLE>
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<PAGE>
MEDISCIENCE TECHNOLOGY CORP.
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STATEMENT OF OPERATIONS
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FOR THE THREE MONTHS ENDED MAY 31, 2000 AND 1999
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(UNAUDITED)
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THREE MONTHS
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2000 1999
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Net Sales $ - $ -
Cost of Sales - -
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Gross Profit - -
General and Administrative Expense 174,606 296,676
Product Development Expense - 5,000
Advertising, Travel and Marketing 18,418 11,818
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Total Expenses 193,024 313,494
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Other Income 224 128
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Net Loss $ (192,800) $ (313,366)
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Net Loss Per Common Share $ (0.01) $ (0.01)
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Weighted Average Number of Shares
of Common Stock Outstanding 36,092,797 35,376,130
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<PAGE>
MEDISCIENCE TECHNOLOGY CORP.
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STATEMENT OF CASH FLOWS
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FOR THE THREE MONTHS ENDED MAY 31, 2000 AND 1999
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(UNAUDITED)
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<TABLE>
<CAPTION>
2000 1999
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CASH FLOWS FROM OPERATING ACTIVITIES
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<S> <C> <C>
Net Loss $ (192,800) $ (313,366)
Adjustment for Item Not Requiring Cash Outlay
Depreciation 947 1,456
Stock Issued for Services - 43,700
Issuance of Warrants - 164,031
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Subtotal (191,853) 104,179
Changes in Assets and Liabilities:
Increase (Decrease) in Accounts Payable (2,334) 2,333
Increase (Decrease) in Other Accrued Liabilities 91,194 72,247
Increase (Decrease) In Officer and Other Loans 618 (6,039)
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Net Cash Flows (Used for) Operating Activities (102,375) (35,638)
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CASH FLOWS FROM INVESTING ACTIVITIES - -
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CASH FLOWS FROM FINANCING ACTIVITIES
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Proceeds from Issuance of Common Stock 102,500 11,000
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INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 125 (24,638)
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CASH AND CASH EQUIVALENTS
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Beginning Balance 17,066 24,940
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Ending Balance $ 17,191 $ 302
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</TABLE>
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<PAGE>
MEDISCIENCE TECHNOLOGY CORP.
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STATEMENT OF STOCKHOLDERS' EQUITY
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FOR THE THREE MONTHS ENDED MAY 31, 2000
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(UNAUDITED)
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<TABLE>
<CAPTION>
Preferred
Stock Common Stock
Number of Preferred Number of Common
Shares Stock Shares Stock
-------------- --------------- ------------------- ----------------
<S> <C> <C> <C> <C>
Balance February 29, 2000 2,074 $ 21 35,976,130 $ 359,761
Issuance of Stock for Cash - - 150,000 1,500
Issuance of Stock for Services - - 100,000 1,000
Net Loss for the Three Months Ended
May 31, 2000 - - - -
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Balance May 31, 2000 2,074 $ 21 36,226,130 $ 362,261
============== =============== =================== ================
<CAPTION>
Additional Paid Accumulated
in Capital Deficit
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<S> <C> <C>
Balance February 29, 2000 $ 18,215,977 $ (20,588,721)
Issuance of Stock for Cash 36,000 -
Issuance of Stock for Services 64,000 -
Net Loss for the Three Months Ended
May 31, 2000 - (192,800)
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Balance May 31, 2000 $ 18,315,977 $ (20,781,521)
================= ====================
</TABLE>
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<PAGE>
EXHIBIT TO STATEMENTS OF OPERATIONS
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
Weighted
Common Stock Average
$.01 Par Value Common Number of Number of
Issued and Stock Shares Shares
Outstanding Equivalents Outstanding Outstanding
------------------ ------------- -------------- -------------
March 2000 35,976,130 - 35,976,130
April 2000 36,076,130 - 36,076,130
May 2000 36,226,130 - 36,226,130 36,092,797
- 5 -
<PAGE>
MEDISCIENCE TECHNOLOGY CORP.
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NOTES TO FINANCIAL STATEMENTS
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MAY 31, 2000
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(UNAUDITED)
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NOTE 1 RESULTS OF OPERATIONS
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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
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Other accrued liabilities consist of the following:
Legal and Professional Fees $ 224,850
Research & Development 458,484
Salaries, Consulting and Other 1,285,316
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$ 1,968,650
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<PAGE>
MANAGEMENT'S PLAN OF OPERATION
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The Company is engaged in the design and development of diagnostic medical
devices that detect cancer using light induced native tissue fluorescence
spectroscopy to distinguish between pre-malignant, malignant, and normal or
benign tissue. Both pre-clinical and clinical study results support the
Company's belief that its proprietary technology, when fully developed, will be
a useful and commercially viable adjunct to the physician for screening and
diagnosis of cancer.
While we believe that our diagnostic technology will be broadly useful in
multiple organ systems, each approved indication will require a separate, costly
and time-consuming pre-marketing approval (PMA). We plan to carefully select and
prioritize our targeted indications to maximize the return on development and
clinical investments. We regard our seminal U.S. "516" and other related patents
(such as 5, 131, 398) as pioneering, blocking and dominant in the area of cancer
diagnosis using fluorescence spectroscopy both in- vivo and in-vitro.
Until July, 1998, the Company provided annual funding grants to the
Mediphotonics Laboratory of the City University of New York in accordance with a
budget of activities and expenditures negotiated between the Company and the
University. The arrangement was renewable annually and could be terminated
without cause by either party upon 90 days notice prior to June 1st of each
year. The contract with CUNY was extended by agreement at no cost until October
1, 1998. Because of funding limitations, the Company was unable to renew its
contract following expiration of the October, 1998 extension. The Company plans
to resume its support of relevant programs when, and if, current fund raising
efforts are successful.
In April, 1999, the Company and the City University initiated a joint effort
with Sarnoff Corporation of Princeton NJ for the purpose of developing a
commercial imaging system based on the Company's technology, and on the
engineering background and expertise, and certain proprietary technology of
Sarnoff.
In November, 1999, the Company announced that Frank S. Castellana, M.D., Eng.
Sc. D. would join its executive team as President and Chief Executive Officer,
effective February 1, 2000. It also announced that it was seeking investment
partners to support the funding of a joint effort between itself, Sarnoff
Corporation, and the Mediphotonics Laboratory of the City University of New York
to develop and commercialize an advanced, second generation version of its
proprietary two-dimensional fluorescence imaging system for early cancer
detection.
The principal issue currently facing the Company is a lack of the financial
resources and liquidity required to maintain business momentum and to properly
leverage intellectual property assets; the resolution of this issue is the
principal focus and the highest priority of management. In the absence of the
availability of such financing on a timely basis, the Company may be forced to
materially curtail or cease its operations.
Two important and immediate derivative issues relate to the Company's research
and licensing agreements with the City University of New York. The Company has
an outstanding financial obligation to the University for work conducted during
the period August, 1997 through July, 1998. In 1999, an agreement was reached to
extend the time for payment until June 30, 2000. While we are actively working
to negotiate an additional time extension there is no guarantee that we will be
successful, and if so, that an agreement will be on terms favorable to the
Company. In addition, according to the terms of our research and licensing
agreement with the University, the Company must negotiate a minimum royalty
agreement within 5 years of the date of filing for all licensed patents for
which product commercialization has not yet occurred. As of the date of this
filing, nine patents for which the Company has an exclusive license from the
Research Foundation have passed the five year commercialization window. The
Company is presently negotiating with the Research Foundation to extend the
period of exclusivity for this intellectual property. If the Company is
unsuccessful in its negotiations, it may lose rights to several of its key
patents.
<PAGE>
We believe that the Company is eligible to receive benefits under the State of
New Jersey Technology Business Tax Certificate Program (which allows emerging
technology and biotechnology businesses to sell their unused Net Operating Loss
(NOL) carryover to any corporate taxpayer in the state for at least 75% of the
tax benefits) through the sale of its New Jersey Net Operating Loss carryover.
On June 28, 2000, the Company submitted an application for benefits under this
program. It is our intention to use any proceeds derived to fully fund the
payment of our obligation to the City University and to support other relevant
development activity. The Company has already entered into an agreement on very
favorable terms with a New Jersey corporate taxpayer to purchase the NOL
subsequent to State approval.
PART II - OTHER INFORMATION
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Item 1. Legal Proceedings
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None
Item 2. Changes in Securities
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None
Item 3. Defaults Upon Senior Securities
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None
Item 4. Submission of Matters to a Vote of Security Holders
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None
Item 5. Other Information
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None
Item 6. Exhibits and Reports on Form 8-K
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None
<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.
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(REGISTRANT)
DATE: By:
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PETER KATEVATIS
Chairman/CEO
By:
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JOHN M. KENNEDY
Treasurer
Chief Accounting Officer
