<PAGE>
UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
----------------------------------
Washington, D.C. 20549
Form 10-QSB
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(X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 (Fee Required)
For the quarterly period ended September 30, 1999
( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (No Fee Required)
For the transition period from ______________ to _________________
Commission file number 0-15179
NEUROTECH DEVELOPMENT CORPORATION
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(Name if small business issuer in its charter)
DELAWARE 06-1100063
- --------------------------- ------------------------
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
45 ORCHARD STREET, MANHASSET, NEW YORK 11030
- --------------------------------------------- -----------------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (516) 869-9663
formerly Neurotech Corporation
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(former name, former address and former fiscal year if changed
since last report)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 of 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such repots), and (2)
has been subject to such filing requirements for the past 90 days.
Yes ( ) No (X)
35,803,672 shares of issuer's common stock were outstanding at January 28,
2000.
1
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NEUROTECH DEVELOPMENT CORPORATION AND SUBSIDIARIES
INDEX
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SEPTEMBER 30, 1999
------------------
Page
PART I. FINANCIAL INFORMATION......................................... 3
Item 1 Financial Statements.......................................... 3
Consolidated balance sheet September 30, 1999 3
Consolidated statements of income - Three months
ended September 30, 1999 and 1998 4
Consolidated statements of cash flows - Three
months ended September 30, 1999 and 1998 5
Notes to consolidated financial statements -
September 30, 1999 8
Item 2. Management's Discussion and Analysis of Financial Condition.... 9
PART II. OTHER INFORMATION.............................................. 9
Item 1. Legal Proceedings.............................................. 10
Item 2 Changes in Securities.......................................... 11
Item 3. Defaults upon Senior Securities................................ 11
Item 4. Submission of Matters to a Vote of Security Holders............ 11
Item 5. Other Information.............................................. 11
Item 6. Exhibits and Reports on Form 8-K............................... 11
SIGNATURES................................................................ 12
2
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
NEUROTECH DEVELOPMENT CORPORATION
AND SUBSIDIARIES)
(FORMERLY NEUROTECH CORPORATION)
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
ASSETS September 30, June 30,
1999 1999
<S> <C> <C>
CURRENT ASSETS $
Cash and cash equivalents 10,599 335
Account receivable - related parties 85,087 20,299
----------- -----------
Tota1 Current Assets 95,686 20,634
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INVESTMENT IN AIM 560,000 --
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TOTAL ASSETS $ 655,686 $ 20,634
=========== ===========
LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Convertible debenture $ 100,000 $ 100,000
Notes Payable - Avalon 500,000 --
Accounts payable and accrued expenses 1,749,805 710,200
Accounts payable -related parties 29,491 140,981
Net liabilities of discontinued operations 1,359,195 1,359,195
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Total Current Liabilities 3,738,491 2,310,376
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock; par value $0.01 per share; authorized
100,000,000 shares; issued 34,911,149 and
33,917,244 shares, respectively
349,112 339,173
Additional paid-in capital 6,534,900 5,467,123
Retained earnings (deficit) (9,816,817) (7,946,038)
----------- -----------
(2,932,805) (2,139,742)
Less 100,000 shares of Treasury stock, at cost (150,000) (150,000)
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Total stockholders' equity (deficit) (3,082,805) (2,289,742)
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TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT) $ 655,686 $ 20,634
=========== ===========
</TABLE>
3
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NEUROTECH DEVELOPMENT CORPORATION
AND SUBSIDIARIES
(FORMERLY NEUROTECH CORPORATION)
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Three Months Ended
September 30,
1999 1998
<S> <C> <C>
Revenue $ -- $ --
Costs and Expenses
Administrative $(1,870,779) $ (275,691)
----------- -----------
Loss from continuing operations $ 1,870,779 $ (275,691)
Discontinued Operations
Loss from operations -- (213,712)
Loss on disposal -- (112,323)
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Loss from discontinued operations -- (326,035)
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Loss before income tax benefit (1,870,779) (601,726)
Income tax benefit -- --
----------- -----------
Net loss $(1,870,779) $ (601,726)
Basic loss per share
Continuing operators (.05) (.01)
Discontinued operations -- (.01)
----------- -----------
Net loss per share (.05) (.02)
=========== ===========
Weighted average number of common shares outstanding 34,307,960 26,423,817
</TABLE>
4
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NEUROTECH DEVELOPMENT CORPORATION
AND SUBSIDIARIES
(FORMERLY NEUROTECH CORPORATION)
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Three Months Ended
September 30,
1999 1998
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(1,870,779) $(601,726)
Adjustments to reconcile net loss to net cash
used in operating activities
Depreciation and amortization -- 47,775
Stock issued for services 703,126 31,500
Changes in assets and liabilities
Accounts receivable - related party (64,788) --
Accounts payable and accrued expenses 1,039,605 205,987
Accounts payable - related party (111,490) (48,391)
Net liabilities of discontinued operations -- 243,331
----------- ---------
Net cash used in operating activities (304,326) (121,524)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase equipment -- --
Invest in AIM (560,000) --
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Net cash used in investing activities (560,000) --
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Borrowing 500,000
Sale of common stock 374,590 89,599
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Net cash provided by financing activities 874,590 89,599
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Net increase (decrease) in cash 10,264 (31,925)
CASH, BEGINNING 335 38,825
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CASH, ENDING $ 10,599 $ 6,900
=========== =========
</TABLE>
5
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NEUROTECH DEVELOPMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
(Unaudited)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principals for interim
financial information and the instruction to Form 10-QSB and article 10 of
Regulation S-X. Accordingly, they do not include all information and footnotes
required by generally accepted accounting principles for complete financial
statements. In the opinion of Management, all adjustments considered necessary
for a fair presentation have been included. Operating results for the three
month period ended September 30, 1999 are not necessarily indicative of results
that may be expected for the year ending June 30, 2000. For further
information, refer to the consolidated financial statements and footnotes,
thereto included in the Company's annual report on Form 10-KSB for the year
ended June 30, 1999.
6
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Item 2. Management's Discussion and Analysis of Financial Condition
Certain statements contained herein are not based on historical facts,
but are forward-looking statements that are based upon numerous assumptions
about future conditions that could prove not to be accurate. Actual events,
transactions and results may materially differ from the anticipated events,
transactions or results described in such statements. The Company's ability to
consummate such transactions and achieve such events or results is subject to
certain risks and uncertainties. Such risks and uncertainties include, but are
not limited to, the existence of demand for and acceptance of the Company's
products and services, regulatory approvals and developments, economic
conditions, the impact of competition and pricing results of financing efforts
and other factors affecting the Company's business that are beyond the Company's
control. The Company undertakes no obligation and does not intend to update,
revise or otherwise publicly release the result of any revision to these
forward-looking statements that may be made to reflect future events or
circumstances.
Results of Operation
The Company has not had revenues from continuing operations for
several years. Management, including certain key advisors, have been exploring
new lines of business utilizing their international marketing expertise as well
as acquisitions and strategic alliances.
Management continues to expend significant time and effort in
implementing and exploring future lines of business. Administrative expenses
were $1,870,779 and $275,691 for the fiscal quarter ended September 30, 1999 and
1998, respectively. Because of lack of revenues, stock of the Company has been
utilized where possible and practical as payment for expenses of the Company.
The valuation of stock issuances has resulted in a significant increase in
recognized expenses.
Liquidity and Capital Resources
The Company has incurred significant losses since inception resulting
in a shareholders' deficit and working capital deficit at September 30, 1999.
Effective October 17, 1998, the company has discontinued all of its previous
operations. The Company's subsidiary, Global Health Enterprises, Inc., has
defaulted on its obligations and Global's secured creditors have taken
substantially all of Global's assets. In addition, one secured creditor has
filed a motion for partial summary judgment against the company and Global.
These factors raise substantial doubt about the Company's ability to continue as
a going concern.
In view of these matters, the continued existence of the Company is
dependent upon its ability to meet its financing requirements and, ultimately,
the success of its planned future operations. Management believes that actions
presently being taken to acquire an operating business and to develop a new line
of business constructing prefabricated hospitals in third world countries
provide the Company the opportunity to continue as a going concern.
The Company has recently received acceptance of its rapid deployment
health care system via contracts from Indonesia and China. Many contracts are
with government, government owned development companies, and nonprofit
foundations. The Company currently has significant potential sales in these
countries to be completed over the next 3 years.
The Company plans to begin construction if its first modular hospital
in March of 2000. Such matters as geological analysis for the sites in
Indonesia have been contracted by our
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customer. This analysis is expected to be completed in January. The Company has
a medical and engineering team scheduled to begin work in Indonesia, February,
2000. The first hospital will be a prototype and is expected to be the only
hospital constructed during the first 5 months of the year. The Company then
intends to build the additional hospitals on the contractors over the next 2
years.
The Company will be paid incrementally for each phase of the hospital
projects. The Company has contacted major vendors for the supply of equipment,
pharmaceuticals, computers, medical disposables, training and education, as well
as the buildings to be erected.
The Company expects to begin construction of its first modular
hospital in China in June, 2000. These China contracts cover turnkey modular
hospitals, tertiary hospitals, geriatric based modular hospitals, skilled
nursing facilities and senior housing. The Company anticipates that it will be
paid in advance for each phase of the contract, and will not have to raise any
additional funds to support this line of business.
The Company is moving forward with its acquisition of American
International Medical Resources Inc. The Company has invested $1,320,000 to
date and expects to pay $2,850,000 additionally plus 10.0 million shares of
common stock to complete a 100% acquisition of American International Medical
Resources Inc. American International Resources Inc. has an agreement in place
to acquire 100% of Residential Health Care, Inc. The Company expects that
American International Medical Resources Inc., through its acquisition of
Residential Health Care, Inc., should provide a source of revenue for the
Company during the calendar year 2000.
The Company maintains a system of ongoing research in the areas of
hospital operating systems, patient management, software, purchasing, and
construction methods and standards.
PART II. OTHER INFORMATION
Item 1.Legal Proceedings
In two separate lawsuits recently consolidated as DVI Business Credit
Corp. and DVI Financial Services, Inc. vs. Global Health Enterprises, Inc.
trading as Lakes Regional Medical Center, et al, filed in the District Court of
Bexar County, Texas, 224th Judicial District, in January and March of 1999, DVI
Business Credit Corp., and DVI Financial Services, Inc. (referred to generally
as "DVI") have alleged breaches of guarantee agreements relating to two
promissory notes made by Global and guaranteed by the Company. DVI Business
Credit Corp. has also filed a motion for partial summary judgment on its claim
relating to its loan against the accounts receivable of Global. The Court found
that the promissory note is valid and enforceable. However, the amount owed is
still in dispute. The Company contends that the collateral assumed by DVI was
sufficient to satisfy the Company's obligation. However, should the Company be
completely unsuccessful, the ultimate exposure could range up to approximately
$516,760 plus attorney's fees. At this point, it is uncertain as to the
ultimate resolution of this matter and it is uncertain as to the amount, if any,
that will finally be recovered by the Plaintiffs. The Company believes that it
has adequately provided for its future obligations and that the ultimate
resolution of this matter will not have a material effect on its financial
position.
In addition, on May 11, 1999, the Securities and Exchange Commission
("SEC") issued an Order Instituting Cease-and-Desist Proceedings against the
Company, one of its officers, Larry Artz, and a financial consultant. In the
notice, the SEC alleges that the Company's officer and the financial consultant
conducted a fraudulent internet offering. The matter is set for an
8
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administrative hearing to determine whether a cease-and-desist order should be
issued. The Company and its officers intend to vigorously contest all issues
and expect that both will be absolved in the matter.
In 1997, the Company was formally advised by the SEC that it was
deficient in filing reports under the Securities Exchange Act of 1934. The Staff
advised that it was considering recommending to the Commission that it institute
enforcement actions, which could include civil penalties, against the Company
for violations of Section 13 (a) of the Exchange Act of 1934. Although the
Company completed the filings that were the subject of the 1997 advisory,
Neurotech is again delinquent in its 1934 Act filings. The Company expects to
become current in its filings in the near future.
National Linen Service has a default judgement against the Company's
subsidiary, Global Health Enterprises, Inc. in the amount of $18,000.
Item 2 Changes in Securities
(a) As of December 10, 1999, a majority of the Company's stockholders
executed a written consent amending the Company's Certificate of Incorporation
to increase the total number of authorized shares of Common Stock, $.01 par
value, from 40,000,000 to 100,000,000. The Articles of Amendment were filed
with the Delaware Secretary of State on December 14, 1999.
(b) None
(c) During the Company's fiscal quarter ended September 30, 1999, the
Company issued certain debentures as set forth below:
<TABLE>
<CAPTION>
Date Number of Shares Conversion Price Proceeds to Company
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
July 7, 1999 46,296 $0.8125 $ 37,615.50
- -------------------------------------------------------------------------------------------------------
July 9, 1999 305,236 $ 0.59 $180,089.24
- -------------------------------------------------------------------------------------------------------
August 9, 1999 100,000 $ 1.15 $115,000.00
- -------------------------------------------------------------------------------------------------------
</TABLE>
These debentures were subsequently converted into Common Stock. The
debentures and the shares of the Company's Common Stock which were issued
pursuant to the transactions set forth above were issued in reliance upon the
exemptions from registration afforded by Sections 3(b), 4(2), or other
provisions of the Securities Act of 1933, as amended. Each of the persons to
whom such securities were issued made an informed investment decision based upon
their own due diligence and negotiation with the Company. Each was provided
with appropriate documentation and access to material information regarding the
Company as requested. The Company believes that such persons had knowledge and
experience in financial and business matters such that they were capable of
evaluating the merits and risks of the acquisition of the Company's Common Stock
in connection with these transactions. All certificates representing such
common shares bear an appropriate legend restricting the transfer of such
securities, except in accordance with the Securities Act of 1933, as amended,
and stop transfer instructions have been provided to the Company's transfer
agent in accordance therewith.
9
<PAGE>
Item 3. Defaults upon Senior Securities
On August 25, 1999, the Company entered into a financing agreement
with Avalon Financial Services, LLC (Avalon) for financing of up to $6,000,000
secured by 3.3 million shares of common stock of the Company owned by officers
and directors. As consideration for arranging the loans, the agreement also
granted Avalon warrants to purchase 500,000 shares of common stock of the
Company exercisable at $0.55 per share. Due to several issues with respect to
Avalon's performance under the terms of the financing commitment, the Company
disputes its obligation to issue the warrants. As draws were made, the Company
entered into a series of 30 day renewable promissory notes bearing interest at
10%. The Company had drawn $1.1 million under this financing agreement before
it was terminated. The funds were used to fund a potential acquisition and for
working capital.
In connection with the August 25, 1999 financing agreement with
Avalon, 3.3 million shares of Company common stock owned by three individuals
(officers and/or directors of the Company) were pledged as collateral. In
October 1999, Avalon foreclosed on $1.1 million of 30 day notes plus accrued
interest and assumed the collateral as payment. In accordance with an agreement
between the three individuals and the Company, the Company is obligated to issue
1.2 times the number of shares lost in the foreclosure plus additional shares
for any tax consequences that may ensue to the individuals. In October 1999,
the Company agreed to issue 4,380,415 shares of common stock to the three
individuals as compensation for the shares lost in the foreclosure. The shares
have not been issued.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of security holders during the
fiscal quarter ended September 30, 1999. A majority of the Company's
stockholders executed a written consent on December 10, 1999, increasing the
Company's authorized capital from 40,000,000 shares to 100,000,000 shares. The
Articles of Amendment were filed on December 14, 1999. The Company has not held
regular annual stockholders meetings since its inception. As necessary,
corporate actions have been approved by a requisite majority of the Company's
stockholders.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27.0 Financial Data Schedule
(b) Reports on Form 8-K
None
10
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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.
NEUROTECH DEVELOPMENT CORPORATION
Date: January 31, 2000 By: /s/ Bernard Artz
------------------ -----------------------------------
Bernard Artz, Chairman, Chief Financial Officer
11
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-START> JUL-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 10,599
<SECURITIES> 0
<RECEIVABLES> 85,087
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 95,686
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 655,686
<CURRENT-LIABILITIES> 3,738,491
<BONDS> 0
0
0
<COMMON> 349,112
<OTHER-SE> (3,431,917)
<TOTAL-LIABILITY-AND-EQUITY> 655,686
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,868,563
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,216
<INCOME-PRETAX> (1,870,779)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,870,779)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,870,779)
<EPS-BASIC> (.05)
<EPS-DILUTED> (.05)
</TABLE>
