DERMARX CORP
10QSB, 1996-07-25
SURGICAL & MEDICAL INSTRUMENTS & APPARATUS
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<PAGE>

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                                      
                                 FORM 10-QSB
                                      
[X]          QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                   OF THE SECURITIES EXCHANGE ACT OF 1934
                                      
                       For the quarterly period ended
                                MAY 31, 1996
                                      
                                     OR
                                      
[ ]         TRANSITIONAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                   OF THE SECURITIES EXCHANGE ACT OF 1934
                                      
                      COMMISSION FILE NUMBER:  33-5384
                                      
                         DERMARX CORPORATION
           (Exact name of registrant as specified in its charter)
                                        
                 DELAWARE                        13-3301899
    (State or other jurisdiction of            (IRS Employer
     incorporation or organization)         Identification No.)
                                                  
       400 COLORADO BLVD., SUITE 420                   
              Denver, Colorado                      80206
(Address of principal executive offices)         (Zip Code)
                                      
Registrant's telephone number, including area code:  (303) 333-4600

      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 [     ]

      Indicate  the  number  of shares outstanding of each  of  the  issuer's
classes of common stock, as of the latest practicable date:  7,225,969 shares
(as of July 1, 1996) of common stock, par value $.01 per share.
<PAGE>

                             DERMARX CORPORATION
                                
                                     INDEX

Page No.
  Part I.    Financial Information

    Item 1.    Financial Statements                                  1
                                                                      
               Balance Sheet - May 31, 1996                          1
                                                                      
               Statements of Operations -                            2
               Three Months Ended May 31, 1996 and 1995
                                                                      
               Statements of Cash Flows -                            3
               Three Months Ended May 31, 1996
               and 1995
                                                                      
               Notes to Financial                                    4
               Statements
                                                                      
     Item 2.   Management's Discussion and Analysis                  5
               of Financial Condition and
               Results of Operations
                                                                      
Part II.       Other Information

     Item 4.   Submission  of  Matters to a  Vote  of  Securities    6
               Holders
                                                                      
     Item 6.   Exhibits and Reports on Form 8-K                      6
                                                                      
Signature                                                            7

<PAGE>


PART I.   FINANCIAL INFORMATION
     Item 1.   Financial Statements
                               
<TABLE>
<CAPTION>

                               DERMARX CORPORATION
                    BALANCE SHEET MAY 31, 1996  (Unaudited)
                                      ASSETS
<S>                                                               <C>
Current assets:                                                           
     Cash                                                         $477,575
     Accounts receivable                                             2,144
     Inventory - Finished goods                                    107,138
     Prepaid expense                                                 8,405
                                                                  ---------
          Total current assets                                     595,262
                                                                  ---------        
Property and equipment, net of accumulated                                
     depreciation of $68                                           $16,425
                                                                          
Other assets:                                                             
     Patents, net of accumulated amortization of $26,576           117,467
                                                                  ---------
Total Assets                                                      $732,440
                                                                  =========
        LIABILITIES AND STOCKHOLDERS' EQUITY (Deficiency)

Current liabilities:                                       
     Note payable - bank                                            $4,381
     Notes payable - other                                               0
     Accounts payable and accrued expenses                          48,309
     Accrued interest - notes payable                                    0
     Related party                                                       0
                                                                    -------
          Total current liabilities                                 52,690
                                                                    -------
Long-term debt:                                                           
    Note payable - bank                                                   
    Accrued expenses                                               219,750
     Notes payable - net of discounts                               33,670
     Note payable - related party, net of discounts                 48,363
     Accrued interest - note payable                                 3,733
     Accrued interest - note payable, related party                  6,051
                                                                   --------
        Total long-term debt                                       311,567
        --------------------                                       --------
            Commitments and Contingencies                                 
Total Liabilities                                                    
                                                                          
Common stockholders' equity (deficiency):                                 
     Common stock, $.05 par value: 8,000,000 shares authorized;
     7,052,363 shares issued and outstanding                       352,618
     Additional paid-in capital                                  3,955,745
     Accumulated (deficit)                                      (3,940,179)
                                                                -----------    
                                                                   368,184
                                                                ----------- 
Total Liabilities and Stockholder's Equity (deficit)              $732,440
                                                                ===========


</TABLE>             

             SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS.


                                     1
<PAGE>
                                
<TABLE>                       
<CAPTION>

                       DERMARX CORPORATION
                    STATEMENTS OF OPERATIONS
                                
                                                         Three Months Ended
                                                            May 31, 1996
                                                         1996          1995
                                                         ----          ----
                                                            (unaudited)
<S>                                                     <C>           <C>
Revenues:                                                                     
     Sales, net of discounts                            $11,944       $15,375
                                                         11,944        15,375
                                                      ----------   ----------
Expenses                                                193,572       120,692
                                                      ----------   ----------
Net (Loss) from continuing operations                  (181,628)    (105,317)
                                                                              
Dividends on series A preferred stock                         -            -
                                                                              
                                                       (181,628)    (105,317)
Net (Loss) from discontinued operations                       -            -
                                                      ----------   ----------
Net (Loss) attributable to common stock               ($181,628)   ($105,317)
                                                      ==========   ==========
Net (Loss) per common share:                                                  
     From continuing operations                           $(.03)       $(.03)
     From discontinued operations                             -            -
                                                       ---------    ---------   
                                                          $(.03)       $(.03)
                                                       =========    =========
Weighted-average number of common shares               
outstanding                                            7,052,363    3,853,764
                                                       =========    =========
                                                                              


</TABLE>

                 SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS.

                                        2
<PAGE>
                                
<TABLE>                       
<CAPTION>

                       DERMARX CORPORATION
                    STATEMENTS OF CASH FLOWS
                                
                                                                       Three  Months Ended May 31
                                                                           1996          1995
                                                                           ----          ----    
                                                                               (Unaudited)
<S>                                                                      <C>          <C>
Cash flows from operating activities:                                                           
   Net (loss)                                                            $(181,628)   $(105,317)
   Adjustments to reconcile net (loss) to net cash (used) by                                  
      operating activities:                                          
      Amortization of discounts on notes                                       750        2,622
      Expenses paid by Issuance of stock                                                    
      Depreciation and amortization                                          3,436        2,640
   Changes in assets and liabilities:                                                         
      (Increase) Decrease in accounts receivable                             3,551       (3,095)
      (Increase) Decrease in inventory                                     (44,461)       5,263
      (Increase) Decrease in other assets                                   (1,644)        (634)
      Increase (Decrease) in accounts payable, accrued interest            (14,820)      (9,765)
         and accrued expenses
      Increase (Decrease) dividends in arrears                                   -            -
                                                                         ----------    ---------
   Net cash (used) by operating activities                                (234,817)    (108,286)
                                                                         ----------    ---------
Cash flows from financing activities:                                                           
     Net Proceeds of equity sale                                                        230,000
     Net proceeds from debt obligations                                                         
     Purchase Treasury Shares                                                            (2,500)
     Repayment of debt obligations                                                              
                                                                         ----------    ---------
Net cash provided by financing activities                                        0      227,500
                                                                         ----------    ---------
Net increase in cash and cash equivalents                                ($234,817)    $119,214
                                                                                                
Cash and cash equivalents, March 1, 1996                                   $712,392       5,730
                                                                         ----------    ---------
Cash and cash equivalents, May 31, 1996                                    $477,575    $124,944
                                                                         ----------    ---------  




</TABLE>

                     SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS.

                                           3                          
<PAGE>


                       DERMARX CORPORATION
                  NOTES TO FINANCIAL STATEMENTS

NOTE 1 - FINANCIAL STATEMENTS

The  balance  sheet  as  of  May  31,  1996,  the  statements  of
operations for the three months ended May 31, 1996 and  1995  and
the  statements of cash flows for the three months ended May  31,
1996  and 1995 have been prepared by the Company, without  audit.
In the opinion of management, all adjustments (which include only
normal  recurring adjustments), necessary to present  fairly  the
financial position, results and cash flows as of May 31, 1996 and
for  all  periods  presented  have been  made.   The  results  of
operations,  for  the three months ended May  31,  1996  are  not
necessarily indicative of the results to be expected for the full
year.

Certain information and footnote disclosure normally included  in
the  financial  statements prepared in accordance with  generally
accepted  accounting  principles  have  been  omitted.    It   is
suggested  that these financial statements be read in conjunction
with  the financial statements and notes thereto included in  the
Company's  Form  10-KSB for its fiscal year  ended  February  28,
1996,   which   was  filed  with  the  Securities  and   Exchange
Commission.


                              4
<PAGE>
               DERMARX CORPORATION and SUBSIDIARY

ITEM 2.   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF   FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS.

Results of Operations

      The  primary focus of activity for the fiscal quarter ended
May  31,  1996 was preparing the newly developed line of products
for  marketing.  Results of activities included the  U.S.  Patent
Office  notifying the Company that the DermaMend-TM- Foam and the
DermaMend-TM- Cleanser patents had been allowed; completing export
documentation  and receiving quality approval for a  distribution
agreement  with  Boots  Healthcare-Australia.   Completion  of  a
number of the products allowed the Company to formally launch its
new  line  at  the Symposium for Advanced Wound Repair  in  April
1996,  and the Wound Ostomy Continence and Nurses Society  annual
meeting   in  May  1996,  and  to  begin  the  second  phase   of
distribution  negotiations for its wound care  products,  and  is
negotiating with several pharmaceutical companies to license  the
diaper rash product.

     The  Company's revenues decreased to $11,944 in  its  fiscal
quarter  ended  May 31, 1996 from $15,375 in its  fiscal  quarter
ended  May  31,  1995, a decrease of $3,431.   This  decrease  is
negligible  and  not  attributable to  any  particular  trend  or
effect.   Limited  resources were devoted to marketing  and  only
part of the new wound care line was available for sale.  Revenues
are  expected to increase in the second half of fiscal year 1996.
The  Company's  costs of goods sold as a percentage  of  revenues
decreased  to 17% from 33% in the three months May  31,  1996  as
compared  to the comparable period one year ago.  Total  expenses
were  $193,572, an increase of $72,880 from the comparable period
one  year  ago.   This increase is primarily attributable  to  an
increase in research and development costs, the costs related  to
launching  the  products  such  as packaging  and  new  operating
headquarters.   Interest  expense decreased  by  $3,110  for  the
quarter ended May 31, 1996, compared to the same period in  1995.
For  the first quarter of fiscal year 1996, the Company had a net
loss  of $181,628 or $.03 per share as compared to a net loss  of
$105,317 or $.03 per share for the previous comparable period.

Subsequent Event

      A  patent application on DermaMend-TM- Gel, the  Company's
recently developed amorphous hydrogel, was submitted in July.


Liquidity and Capital Resources

     The  Company  expects its capital requirements  to  increase
significantly  as  the  Company begins  to  actively  market  its
products.   The ability to secure additional working capital  and
the  ability  to obtain successful distribution for its  products
are  reasonably likely to have a material impact on the Company's
short-term or long-term liquidity.

                                5

<PAGE>

PART II.  OTHER INFORMATION

ITEM 4.   SUBMISSION OF MATTER TO A VOTE OF SECURITIES HOLDERS

     There was no matter submitted to a vote of security holders,
through  the  solicitation of proxies or  otherwise,  during  the
fiscal quarter ended May 31, 1996.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

     None.
                                
                                
                                6
<PAGE>
                                
                            SIGNATURE
                                
      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.



                                   DERMARX CORPORATION
                                   (Registrant)



Dated:    July 15, 1996            /S/ Maryanne Carroll
                                   ----------------------
                                   Maryanne Carroll,
                                   Chief Executive Officer


                                   7


<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                             FEB-29-1996
<PERIOD-END>                                  MAY-31-1996
<CASH>                                            477,575
<SECURITIES>                                            0
<RECEIVABLES>                                       2,144
<ALLOWANCES>                                            0
<INVENTORY>                                       107,138
<CURRENT-ASSETS>                                  595,262
<PP&E>                                             16,425
<DEPRECIATION>                                         68
<TOTAL-ASSETS>                                    732,440
<CURRENT-LIABILITIES>                              52,690
<BONDS>                                           311,567
<COMMON>                                          352,618
                                   0
                                             0
<OTHER-SE>                                         15,566
<TOTAL-LIABILITY-AND-EQUITY>                      732,440
<SALES>                                            11,944
<TOTAL-REVENUES>                                   11,944
<CGS>                                                   0
<TOTAL-COSTS>                                           0
<OTHER-EXPENSES>                                  193,572
<LOSS-PROVISION>                                        0
<INTEREST-EXPENSE>                                      0
<INCOME-PRETAX>                                 (181,628)
<INCOME-TAX>                                            0
<INCOME-CONTINUING>                             (181,628)
<DISCONTINUED>                                          0
<EXTRAORDINARY>                                         0
<NET-INCOME>                                    (181,628)
<EPS-PRIMARY>                                       (.03)
<EPS-DILUTED>                                       (.03)
<CHANGES>                                               0
        

</TABLE>


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