SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
(Mark One)
(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
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO .
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Commission File Number 0-11472
BIOMUNE SYSTEMS, INC.
(Exact name of small business issuer as specified in its charter)
Nevada 87-0380088
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
2401 South Foothill Drive
Salt Lake City, Utah 84109-1405
(Address of principal executive offices) (Zip Code)
(801) 466-3441
(Issuer's telephone number)
Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 __
As of May 5, 2000, the issuer had issued and outstanding 8,110,000 shares of
common stock, par value $.0001.
Transitional Small Business Disclosure Format
(Check One):
Yes __ No X
<PAGE>
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Page
No.
1. Financial Statements
Unaudited Condensed Consolidated Balance Sheets as of March 31, 2000
and September 30, 1999................................................3
Unaudited Condensed Consolidated Statements of Operations for
the three and six months ended March 31, 2000 and 1999................4
Unaudited Condensed Consolidated Statements of Cash Flows for
the six months ended March 31, 2000 and 1999..........................5
Notes to Unaudited Condensed Consolidated Financial Statements........7
2. Management's Discussion and Analysis or Plan of Operation.............9
PART II. OTHER INFORMATION....................................................13
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<PAGE>
PART I
ITEM 1 - Financial Statements
BIOMUNE SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
ASSETS
<TABLE>
<CAPTION>
Mar. 31, Sep. 30,
2000 1999
----------- -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 74,262 $ -
Receivables, net 153,336 483,995
Inventories, net 290,587 255,992
Prepaids 588,263 306,638
----------- -----------
Total current assets 1,106,448 1,046,625
----------- -----------
Long-term Receivables, net 205,622 84,091
Property and equipment, net 61,069 82,805
Investment in Rockwood 450,377 450,377
Investments 1,054,634 1,977,026
Intangibles, net 318,456 554,081
Other assets, net 11,346 11,346
----------- -----------
Total assets $ 3,207,752 $ 4,206,351
----------- -----------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 222,013 $ 628,230
Notes payable to officer 45,934 435,000
----------- -----------
Total current liabilities 267,947 1,063,230
Shareholders' equity:
Preferred stock, $.0001 par value; 50,000,000 shares authorized 37,998
shares and 190,017 2,174,043
1,458,278 shares issued and outstanding respectively
Common stock, $.0001 par value; 500,000,000 shares authorized 8,110,000
shares and 811 252
2,522,413 shares outstanding respectively
Additional paid-in capital 44,806,351 41,914,343
Stock subscriptions receivable (31,982) (55,192)
Deferred compensation and consulting (192,384) (202,486)
Accumulated other comprehensive loss - (768,200)
Accumulated deficit (41,833,008) (39,919,639)
----------- -----------
Total shareholders' equity 2,939,805 3,143,121
----------- -----------
Total liabilities and shareholders' equity $3,207,752 $ 4,206,351
=========== ===========
</TABLE>
The accompanying notes are an integral part of these unaudited condensed
consolidated balance sheets.
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<PAGE>
BIOMUNE SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
For the Three Months For the Six Months
Ended March 31, Ended March 31,
2000 1999 2000 1999
---------- ----------- ---------- ----------
<S> <C> <C> <C> <C>
REVENUES $ 314,342 $ 501,491 $457,790 $1,663,318
OPERATING EXPENSES:
Cost of revenues 176,032 182,233 226,239 672,125
Management, consulting and research fees 1,255,167 235,257 1,353,904 563,662
Other general and administrative 150,394 222,131 258,097 421,763
---------- ----------- ----------- ----------
Total operating expenses 1,581,593 639,621 1,838,240 1,657,550
INCOME (LOSS) FROM OPERATIONS (1,267,251) (138,130) (1,380,450) 5,768
OTHER INCOME (EXPENSE):
Interest income, net 7,018 42,043 16,731 83,122
Gain (loss) on investment (702,800) 270,000 (401,025) 270,000
Minority interest - - - 10,665
---------- ----------- ----------- ----------
Total other income, net (695,782) 312,043 (384,294) 363,787
---------- ----------- ----------- ----------
Net income (loss) (1,963,033) 173,913 (1,764,744) 369,555
Preferred stock dividends (102,425) (49,514) (148,625) (105,752)
---------- ----------- ----------- ----------
NET INCOME (LOSS) APPLICABLE TO COMMON SHARES (2,065,458) 124,399 (1,913,369) 263,803
NET INCOME (LOSS) PER COMMON SHARE (basic) $ (.31) $ 0.08 $ (0.42) $ 0.18
========= ============ =========== ==========
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 6,703,000 1,520,000 4,602,000 1,451,000
(basic)
NET INCOME (LOSS) PER COMMON SHARE (diluted) $ (.31) $ 0.06 $ (0.42) $ 0.13
========= ============ ========== ===========
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 6,703,000 2,059,000 4,602,000 2,000,000
(diluted)
</TABLE>
The accompanying notes are an integral part of these unaudited
condensed consolidated statements.
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<PAGE>
BIOMUNE SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Increase (Decrease) in Cash and Cash Equivalents
<TABLE>
<CAPTION>
For the Six Months
Ended March 31,
2000 1999
-------------- ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net income (loss) $ (1,764,744) $ 369,555
Adjustments to reconcile net loss to net cash used in
operating activities:
43,700 76,497
Depreciation and amortization
Change in allowance for doubtful accounts (1,447) -
Issuance of Common Stock, options and warrants for
services 311,493 -
Amortization of deferred consulting expense 10,102 59,818
Loss (gain) on sale of investments 401,025 (270,000)
Income from management fee from equity investment - (450,000)
Changes in assets and liabilities:
Accounts receivable 102,106 914,667
Inventories (34,595) 486,652
Prepaid expenses (281,625) (938,755)
Other assets 3,091
Cash overdraft (7,828) -
Accounts payable and accrued liabilities (352,453) (561,729)
-------------- ------------
Net cash (used) in operating activities (1,574,266) (310,194)
-------------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments received on notes receivable 156,669 -
Purchase of assets (650,365) (5,646)
Proceeds from sale of assets 2,205,592 431,000
Purchase investments, net - (274,000)
-------------- ------------
Net cash generated in investing activities 1,711,896 151,354
-------------- ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Exercise of stock options 348,422 -
Proceeds from issuance of common stock, net - 848,985
Proceeds from stock subscriptions 23,210 -
Net decrease in notes payable (435,000) (515,500)
-------------- ------------
Net cash provided (used) by financing activities (63,368) 333,485
-------------- ------------
</TABLE>
The accompanying notes are an integral part of these unaudited
condensed consolidated statements.
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<PAGE>
BIOMUNE SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Increase (Decrease) in Cash and Cash Equivalents
<TABLE>
<CAPTION>
For the Six Months
Ended March
31,
2000 1999
-------------- ------------
<S> <C> <C>
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS $ 74,262 $ 174,645
CASH AND CASH EQUIVALENTS AT BEGINNING
OF THE PERIOD 0 27,701
-------------- ------------
CASH AND CASH EQUIVALENTS AT END OF
THE PERIOD $ 74,262 $ 202,346
============== ============
</TABLE>
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
During the six months ended March 31, 2000, the Company paid preferred stock
dividends of $148,675 by issuing additional shares of preferred stock.
During the six months ended March 31, 2000, the Company issued 200,000 shares of
common stock in exchange for a $100,000 payment on a purchase of a technology
license.
During the six months ended March 31, 2000, the CVompany issued 4,443,500 shares
of common stock in exchange for $2,132,651 of its preferred series J and F
stock.
During the six months ended March 31, 2000, the Company sold a technology
license in which a partial payment was received in the form of a note receivable
of $48,200.
The accompanying notes are an integral part of these unaudited
condensed consolidated statements.
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<PAGE>
BIOMUNE SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(1) PRESENTATION OF CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The accompanying interim condensed consolidated financial statements are
unaudited and have been prepared consistent with generally accepted accounting
principles for interim financial information and with the instructions to Form
10-QSB and Item 310(b) of Regulation S-B. Accordingly, they do not include all
of the information and footnotes required by generally accepted accounting
principles for complete financial statements. These statements should be read in
conjunction with the audited financial statements and notes thereto included in
the Company's annual report on Form 10-KSB for the fiscal year ended September
30, 1999. Reference to the Company or Biomune includes Biomune Systems, Inc. and
its wholly owned subsidiary, Optim Nutrition, Inc.
In the opinion of management, the accompanying unaudited condensed consolidated
financial statements contain all adjustments (consisting only of normal
recurring adjustments) necessary to fairly present the Company's financial
position as of March 31, 2000 and the results of operations for the three months
and six months and cash flows for the six months ended March 31, 2000 and 1999.
The interim financial statements should be read in conjunction with the
following explanatory notes. The results of operations for the three months and
six months ended March 31, 2000 are not necessarily indicative of the results
that may be expected for the year ending September 30, 2000.
(2) NET INCOME (LOSS) PER COMMON SHARE
Basic net income (loss) per common share ("Basic EPS") excludes dilution and is
computed by dividing net income (loss) by the weighted average number of common
shares outstanding during the period. Diluted net income (loss) per common share
("Diluted EPS") reflects the potential dilution that could occur if stock
options or other contracts to issue common stock including convertible preferred
stock were exercised or converted into common stock. The computation of Diluted
EPS does not assume exercise or conversion of securities that would have an
anti-dilutive effect on net income per common share.
At March 31, 2000, there were outstanding options and warrants to purchase
276,980 shares of common stock and there were 37,998 shares of preferred stock
outstanding, convertible into a minimum of 1,132 shares of common stock.
<TABLE>
<CAPTION>
Preferred Stock Number of Convertible into #
Preferred Shares of Common Shares
<S> <C> <C>
Series A 37,549 1,127
Series B 449 5
------ --------
37,998 1,132
====== ========
</TABLE>
(3) COMMON STOCK TRANSACTIONS
The Company has deferred consulting expense related to shares issued under
consulting agreements entered into prior to September 30, 1999. These deferred
amounts are being recognized over the terms of the agreements as services are
provided. Total amortization of these deferred consulting expenses was $59,818
for the six months ended March 31, 2000 and $21,280 for the three months ended
March 31, 2000.
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<PAGE>
(4) STOCK OPTIONS AND WARRANTS
During the six months ended March 31, 2000 employees and consultants of the
Company exercised options to purchase common stock and the Company received
proceeds of $350,000 in cash.
During the six months ended March 31, 2000 the Company issued 421,200 shares of
common stock to consultants and the Board of Directors as compensation for
services.
Also during the six months ended March 31, 2000 the Company issued 200,000
shares to Amerifit Nutrition, Inc. in connection with the purchase of NiteBite.
(5) RELATED-PARTY TRANSACTIONS
During the six months ended March 31, 1999, the Company recorded a management
fee of $225,000 from its Rockwood subsidiary.
During the six months ended March 31, 2000, the Company terminated its agreement
with Harrogate Marketing LLC under which Harrogate waived its claim to 45% of
the future proceeds of the medical foods product line and all other amounts owed
by the Company in consideration for $400,000.
From March 5, 1997 through September 30, 1997, the Company made loans to
Volu-Sol, Inc. (then a wholly owned subsidiary of the Company) totaling
$390,500. During the year ended September 30, 1999, Volu-Sol made a payment of
$150,000 of which $114,351 went to principal and $35,649 to interest. During the
six months ended March 31, 2000 the Company made additional loans to Volu-Sol
totaling $96,000. These loans bear interest at a rate of 10% per annum and are
due on demand. Accrued but unpaid interest owed to the Company on these loans
totaled $28,813 at March 31, 1999. On March 31, 1999, the Company sold and
assigned the Volu-Sol Note plus accrued interest to Bioxide Corporation in
exchange for 178,205 shares of Bioxide Corporation common stock.
During the six months ended March 31, 1999 the Company sold 320,000 shares of
Bioxide Corporation stock and recorded a gain of $270,000.
During the six months ended March 31, 2000, the Company sold a portion of its
marketable securities (including both Bioxide Corporation common stock and
Volu-Sol, Inc. preferred stock) for $987,992 and recorded a net loss of
$702,800.
During the quarter ended March 31, 2000, the CEO of the Company loaned the
Company $45,000. Subsequent to the end of the quarter, the CEO loaned the
Company an additional $151,000.
(6) PREFERRED STOCK TRANSACTIONS
During the six months ended March 31, 2000, the Company accrued dividends on its
outstanding Series A, Series F and Series J Preferred stock of $5,200, $30,400
and $113,025, respectively. Preferred stock dividends are payable in either
additional shares of preferred stock (of the same series) or in cash, at the
option of the Company. On March 31, 2000, accrued dividends on Series A, F and J
Preferred stock totaling $148,625, were paid by issuing 1,050 shares of Series A
Preferred stock, 50,666 shares of Series F Preferred stock and 113 shares of
Series J Preferred stock.
During the six months ended March 31, 1999, 233.3 shares of the Company's Series
E preferred stock were converted into approximately 230,000 shares of common
stock. Subsequent to March 31, 1999, 74.1 additional shares of Series E were
converted into approximately 59,000 shares of common stock.
During the six months ended March 31, 2000, all of the Company's outstanding
Series F and Series J preferred stock was converted into 4,048,600 shares of
common stock.
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<PAGE>
(7) SALE OF NITEBITE
During the three months ended December 31, 1999, the Company entered into
Letters of Intent and Definitive Agreements with Amerifit Nutrition, Inc., and
ICN Pharmaceutical for the purchase and sale of the NiteBite product line. The
complicated transaction involved, among other things, issuing 200,000 shares of
restricted common stock to Amerifit Nutrition, Inc. The net result of this
transaction was a gain of $301,775 which is recorded in the statement of
operations and other income.
ITEM 2 - Management's Discussion and Analysis or Plan of Operation
The following discussion should be read in conjunction with the
unaudited condensed consolidated financial statements and the notes thereto
appearing elsewhere in this Quarterly Report on Form 10-QSB.
Overview
The Company is engaged in the research, development, distribution, and
sale of biologic pharmaceutical products, nutraceutical food products and
supplements, medical foods and health and beauty aids. Certain of these products
have been developed by the Company and incorporate a patented whey protein
technology, which is designed to provide or increase protective immunities from
an immune response to disease and to provide nutritional supplementation. The
Company also markets a medical food bar that is a patented formulation developed
by researchers at Beth Israel Deaconess Medical Center, Harvard Medical School,
and marketed by the Company under an exclusive license. The energy and sports
nutrition bars of the Company are also marketed under an exclusive license from
the developer of the products. The Company also holds a minority interest in a
California company that distributes health and beauty aids and related products
to national wholesale and retail customers.
The Company believes its future results of operations will be affected
by factors such as:
o the availability of cash from financing activities to fund its
operations;
o the results of research and development efforts and the clinical
trials on BWPT-301, BWPT-302 and other future pharmaceutical drug
candidates based on or derived from the Technology;
o market acceptance of Optimune, the nutrition and medical food bars,
and pharmaceutical drug candidates, increased competitive pressures;
o changes in raw material sources and costs; and
o adverse changes in general economic conditions in any market in which
the Company conducts or markets its products.
The Company believes that the majority of its future revenues will come
from its nutrition and medical food products and new nutraceutical products and
pharmaceutical drugs. The Company cannot determine the ultimate effect that new
products will have on revenues, earnings, or the price of the Company's common
stock.
The Company's primary focus and efforts during the fiscal year ended
September 30, 1999, were the commercialization of its nutraceutical products,
assessing and obtaining additional nutraceutical and medical products to add to
product line, and, to a lesser extent, continuing its efforts to obtain FDA
approval of BWPT-301 for the treatment of cryptosporidiosis in people with AIDS
and BWPT-302 for the treatment of E. coli, strain 0157:H7. During the six months
and the quarter ended March 31, 2000, the Company's revenues were generated from
the sale of Optimune and Maximune, special food bars and nutrition bars.
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<PAGE>
Continuing in fiscal year 2000, the Company will focus its resources
and efforts on:
o commercialization of its nutraceutical products;
o continued marketing and selling of and Mountain Lift bars;
o acquisition of new nutraceutical and or medical food products; and
o development of one or more additional nutraceutical products based on
the Technology.
Results of Operations
Comparison of the Three Months Ended March 31, 2000
with the Three Months Ended March 31, 1999
During the three months ended March 31, 2000, the Company had revenues
of $314,342 compared to $501,491 for the comparable three-month period ended
March 31, 1999. The decrease in sales is due primarily to the sale of the
NiteBite medical food line.
Cost of sales were $176,032 for the three months ended March 31, 2000
compared to cost of sales of $182,233 for the same period in 1999. The overall
gross margin for the quarter in 2000 was 43.9% of revenues, compared to 63.7%
for the comparable quarter in 1999. The decrease in gross margin is due to the
lower margins from the Company's Optim subsidiary.
Management, consulting and research fees were $1,255,167 for the three
months ended March 31, 2000, as compared to $235,257 for the three months ended
March 31, 1999. The increase in management and consulting fees is due to the
settlement with Harrogate Marketing LLC, issuance of common stock to consultants
and board members and an increase in payments to outside consultants. General
and administrative expenses decreased from $222,131 for the three months ended
March 31, 1999 to $150,394 for the three months ended March 31, 2000. The
decrease in fees and expenses is due to the Company's efforts to reduce overhead
costs.
During the three months ended March 31, 1999, the Company had a net
profit of $173,913 compared to a net loss of $1,963,033 for the three months
ended March 31, 2000. The net loss is due to a decrease in sales as well as an
increase in management, consulting, and research fees discussed above.
Net (fully diluted) income per common share was $0.06 during the
quarter ended March 31, 1999 compared to net loss per common share of $(.31) for
the quarter ended March 31, 2000. The net loss is due to a decrease in sales as
well as an increase in expenses discussed above.
Comparison of the Six Months Ended March 31, 2000
with the Six Months Ended March 31, 1999
During the six months ended March 31, 2000, the Company had revenues of
$457,790 compared to $1,663,318 for the comparable six-month period ended March
31, 1999. The decrease in revenues is due to the sale of the NiteBite medical
food line and the reduction of the Company's interest in Rockwood.
Cost of sales were $226,239 for the six months ended March 31, 2000
compared to cost of sales of $672,125 for the same period in 1999. The overall
gross margin for 2000 was 50.6% of revenues, compared to 59.6% for the
comparable quarter in 1999. The decrease in gross margin is due to the lower
gross margins from the Company's Optim product line.
Management, consulting and research fees were $1,353,904 for the six
months ended March 31, 2000, as compared to $563,662 for the six months ended
March 31, 1999. The increase in management and consulting fees is due to the
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<PAGE>
settlement with Harrogate Marketing LLC, issuance of common stock to consultants
and board members and an increase in payments to outside consultants. General
and administrative expenses decreased from $421,763 for the six months ended
March 31, 1999 to $258,097 for the six months ended March 31, 2000. The decrease
of these expenses is due to the Company's efforts to reduce overhead costs.
During the six months ended March 31, 2000, the Company had a net loss
of $1,764,744, compared to a net profit of $369,555 during the six months ended
March 31, 1999. This net loss is due to a decrease in sales as well as an
increase in management, consulting, and research fees discussed above.
Net loss (fully diluted) per common share was $0.42 for the six months
ended March 31, 2000, compared to a net income per common share of $.13 during
the six months ended March 31, 1999. This net loss is due to a decrease in sales
as well as an increase in expenses discussed above.
Liquidity and Capital Resources
Historically, the Company has been unable to finance its operations
from cash flows from operating activities. The Company expects it will require
substantial funds and time to commercialize its nutraceutical products, to
complete Phase II and Phase III clinical trials on BWPT-301(TM) (assuming
efficacy is established during the Phase II clinical trials), to complete the
necessary clinical trials on BWPT-302(TM), to obtain regulatory approval for and
commercialize products utilizing the Technology and to develop and commercialize
additional nutraceutical products based on the Technology. Because
revenue-generating operating activities are not in place at significant levels
and because the Company will require significant capital to accomplish the
objectives set forth above, additional equity and/or debt funding will be
required, although such funding may not be available or may not be available on
favorable terms. Management believes that the Company-funded research and
development efforts to date have positioned the Company to pursue future
research and development efforts and clinical trials with joint venture,
strategic alliance, government or private grants or other third party funding.
As of March 31, 2000, the Company had cash and cash equivalents of
$74,262 and working capital of $838,501 as compared to cash and cash equivalents
of $0 and working capital of $16,605 as of September 30, 1999. The increase in
cash is due to the sale of Bioxide shares and the sale of the medical foods
product line.
During the six months ended March 31, 1999 the Company sold 320,000
shares of its Bioxide Corporation stock and recorded a gain of $270,000. During
the six months ended March 31, 2000, the Company sold a portion of its
marketable securities for gross proceeds of $987,992.
During the six months ended March 31, 2000, the Company's operating
activities used cash of $1,574,266. During the same period in the previous
fiscal year, the Company's operating activities used cash of $310,194, which was
provided by selling shares of Bioxide Corporation common stock held as an
investment, Volu-Sol, Inc. preferred stock held as an investment and the medical
foods product line.
The Company has no established credit facility with a bank of other
lending institution. The Company has in the past, from time to time, borrowed
money from certain shareholders, but there is no formal financing arrangement,
agreement or understanding in affect with any of its shareholders or any other
related or unrelated party at this time.
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<PAGE>
Special Statement Concerning Forward-looking Statements
This Report, in particular the "Management's Discussion and Analysis or
of Operation" section, contains forward-looking statements concerning the
expectations and anticipated operating results of the Company. All such
forward-looking statements contained herein are intended to qualify for the safe
harbor protection provided by Section 21E of the Securities Exchange Act of
1934, as amended. The Company cautions the reader that numerous factors govern
whether events described by any forward-looking statement made by the Company
will occur. Any one of such factors could cause actual results to differ
materially from those projected by the forward-looking statements made in this
Report. These forward-looking statements include plans and objectives of
management for future operations, including plans and objectives relating to the
products and the future economic performance of the Company. The forward-looking
statements and associated risks relate to:
o market acceptance of the products;
o development of new nutraceutical products;
o the extent of additional research and development, general and
administrative and other direct costs associated with obtaining final
FDA approval on BWPT-301;
o the anticipated cost and related expense of the BWPT-301 and BWPT-302
clinical trials until final FDA approval has been received;
o unexpected delays in receipt of final FDA approval on BWPT- 301;
o the estimated commencement date of Phase III clinical trials and the
completion of those clinical trials on BWPT-301;
o and the lack of sufficient cash to fund current and projected
operations and budgeted research and development for fiscal year 2000.
The forward-looking statements are based on current expectations that
may be affected by a number of risks and uncertainties and are based on certain
assumptions, such as:
o the Company will have adequate financing available.
o the efficacy of BWPT-301 will be established during the ongoing Phase
II clinical trials and the Phase III clinical trials;
o the Company will be able to successfully undertake and complete
clinical trials on BWPT-302(TM);
o the Company will be able to successfully market its nutraceutical
products, and successfully develop and commercialize other
nutraceutical products;
o the Company will be able to successfully develop and commercialize the
Technology;
o the Company will successfully conduct additional Phase II clinical
trials on BWPT-301and may need to conduct clinical trials that are
different from those that have been conducted to date or that are
currently contemplated by the Company; and
o the Company will be able to timely and properly quantify and analyze
the data derived from its clinical trials.
Assumptions involve judgments with respect to, among other things,
future economic, competitive and market conditions, future business decisions,
and the results of the clinical trials and the time and money required to
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<PAGE>
successfully complete those trials, all of which are difficult or impossible to
predict accurately and many of which are beyond the control of the Company.
Although the Company believes that the assumptions underlying the
forward-looking statements in this Report are reasonable, any of these
assumptions could prove inaccurate. Therefore, there can be no assurance that
the results contemplated in any of the forward-looking statements will be
realized. Budgeting and other management decisions are subjective in many
respects and are susceptible to interpretations and periodic revision based on
actual experience and business developments, the impact of which may cause the
Company to alter its marketing capital expenditure plans or other budgets. This
will affect the Company's results of operations. In light of the significant
uncertainties inherent in the forward-looking statements, any such statement
should not be regarded as a representation by the Company or any other person
that the objectives or plans of the Company will be achieved.
PART II. OTHER INFORMATION
ITEM 2. Changes in Securities and Use of Proceeds
Issuance of Unregistered Equity Securities During the Quarter Ended March 31,
2000
During the quarter ended March 31, 2000, the Company issued 200,000
restricted shares of common stock as partial consideration for the purchase of
the NiteBite product line.
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27 Financial Data Schedule
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
BIOMUNE SYSTEMS, INC.
(Registrant)
Date: May 19, 2000 /s/ Michael G. Acton
----------------------------------------
Michael G. Acton, Chief Executive Officer and
Controller (Principal Financial and Accounting
Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
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0
190,017
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<EPS-BASIC> (0.43)
<EPS-DILUTED> (0.43)
</TABLE>
