CONFORMED COPY
FORM 10-QSB
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(X) 15, QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarter ended April 30, 1997
OR
( ) 15, TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 0-17378
VITRO DIAGNOSTIC, INC.
______________________________________________________
(Exact name of registrant as specified in its charter)
Nevada 84-1012042
______________________________ _________________________________
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
8100 Southpark Way, Bldg B-1 , Littleton, Colorado 80120
_________________________________________________________________________
(Address of principal executive offices) (Zip Code)
(303) 794-2000
________________________________________________________________
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
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 such shorter
period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for at least the past 90
days.
Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-QSB or any amendment to this form 10-QSB.
Yes X No
--- ---
The number of shares outstanding of each of the issuer's classes of
common equity as of May 15, 1997, were 6,286,816.
PART I - FINANCIAL INFORMATION
<PAGE>
Vitro Diagnostics, Inc.
Balance Sheets
Assets
(Unaudited) (Audited)
April 30, October 31
1997 1996
Current Assets
Cash Equivalents $ 9,060 $ 22,346
Accounts Receivable 96,205 106,210
Inventories 242,358 183,326
Prepaid Expense 85,529 78,545
----------- -----------
Total Current Assets 433,151 390,427
----------- -----------
Property, Plant and Equipment
Leasehold Improvements 11,885 11,885
Office Equipment & Furniture 17,688 17,688
Lab & EDP Hardware & SW 175,249 165,757
----------- -----------
Total Cost 204,822 195,330
Less Depreciation (170,182) (162,714)
------------ -----------
Net Property & Equipment 34,640 32,616
------------ -----------
Other Assets
Deposits 7,598 7,598
Inventory - Non Current 51,471 51,471
------------ ------
Total Other Assets 59,069 59,069
------------ ------
Total Assets $ 526,860 $ 482,112
============ =========
<PAGE>
Vitro Diagnostics, Inc.
Balance Sheets
Liabilities & Stockholders Equity
(Unaudited) (Audited)
April 30, October 31
1997 1996
Current Liabilities
Accounts Payable $ 149,482 $ 115,696
Salaries & Wages Payable 0 6,014
Payroll Taxes Payable 1,532 9,877
Accrued Expenses 2,447 2,447
Notes Payable - Short Term 137,157 120,475
------------ ----------
Total Current Liabilities 290,618 254,509
------------ ----------
Shareholders' Equity
Common Stock: 500,000,000 Shares
Authorized; par $.001;
6,286,816 shares outstanding
at 04/30/97 and 6,036,816
outstanding at 04/30/96 280,868 280,868
Paid in Capital in Excess of Par 3,204,961 3,204,961
Accumulated Deficit (3,249,587) (3,258,226)
---------- ----------
Total Shareholders' Equity 236,242 227,603
---------- ----------
Total Liabilities and
Shareholders' Equity $ 526,860 482,112
========== ==========
<PAGE>
Vitro Diagnostics, Inc.
Statement of Operations
(Unaudited)
<TABLE>
<S> <C> <C> <C> <C>
Three Months Ended Six Months Ended
April 30, April 30,
1997 1996 1997 1996
-------- -------- -------- --------
Revenue
Product Sales 223,004 185,953 407,079 362,197
-------- -------- -------- --------
Gross Revenue 223,004 185,953 407,079 362,197
Cost of Sales
Product 62,027 58,629 119,709 102,283
-------- -------- -------- --------
Total Cost of Sales 62,027 58,629 119,709 102,283
-------- -------- -------- --------
Gross Profit 160,977 127,324 287,370 259,914
Operating Expenses
Selling, General & Administrative 116,216 87,797 213,980 145,350
Research and Development 34,480 12,913 15,477 26,318
-------- -------- -------- --------
Total Expenses 150,696 100,710 265,457 171,668
-------- -------- -------- --------
Gain (Loss) from Operations 10,281 26,614 21,913 88,246
-------- -------- -------- --------
Other Income (Expense)
Other Income 1,220 - 2,420 -
Interest Expense (6,942) (8,903) (15,694) (16,239)
-------- -------- -------- --------
Total Other Income and Expense (5,722) (8,903) (13,274) (16,239)
-------- -------- -------- --------
Net Gain (Loss) $ 4,559 17,711 8,639 72,007
======== ======== ======== ========
Gain (Loss) Per Share of Common Stock
(6,286,816 Shares outstanding
at 04/30/97 and 6,036,816
outstanding at 04/30/96) $ 0.00 $ 0.01 $ 0.00 $ 0.01
======== ======== ======== ========
</TABLE>
<PAGE>
Vitro Diagnostics, Inc.
Statements of Cash Flows
Three Months Ending 04/30/97 Twelve Months Ending 10/31/96
<TABLE>
<S> <C> <C>
(Unaudited) (Audited)
April 30, October 31,
1997 1996
----------- ------------
Cash Flows from Operating Activities
Net Income (Loss) $ 8,639 128,726
Adjustments to Reconcile Net Income to
Net Cash Provided by Operating Activities:
Depreciation & Amortization 7,467 17,118
Expenses Incurred for Stock - 49,389
Changes in Assets & Liabilities:
Decrease (increase) in-
Accounts Receivable 10,005 (46,434)
Inventories (59,032) (114,100)
Prepaid Expenses (6,983) (18,400)
Deposits - 292
(Decrease) increase in-
Accounts Payable 33,786 1,656
Salaries & Wages Payable (6,014) -
Payroll Taxes Payable (8,345) 1,434
Accrued Expenses - 5,737
---------- ----------
Net Cash Provided by Operating Activities (20,477) 25,418
---------- ----------
Cash Flows From Investing Activities
Capital Expenditures (9,492) (2,443)
Note Receivable Officer - (150)
---------- ----------
Net Cash Provided by Financing Activities (9,492) (2,593)
---------- ----------
Cash Flows from Financing Activities
Increase (Decrease) in Short Term Notes Payable 16,682 5,702
Increase (Decrease) in Notes Payable, Bank - (15,870)
Proceeds from Issuance of Common Stock - 611
---------- ----------
Net Cash from Investing Activities 16,682 (9,557)
---------- ----------
Net Increase (Decrease) in Cash (13,287) 13,268
Cash Beginning 22,346 9,078
---------- ----------
Cash Ending $ 9,059 22,346
============ ========
</TABLE>
<PAGE>
Vitro Diagnostics, Inc.
Notes to the Financial Statements
April 30, 1997 (Unaudited)
Basis of Presentation
The information for the six months ended April 30, 1997 has not been
examined by independent accounts, but includes all adjustments which the
Company considers necessary for a fair presentation of the information
presented for the period.
Note #1 HISTORY OF THE COMPANY
Vitro Diagnostics, Inc. ("The Company") was incorporated under the laws of
the state of Nevada on March 31, 1986, under the name of Imperial
Management, Inc. The Company changed its name to Vitro Diagnostics, Inc.
on February 6, 1987.
The Company manufactures specialty diagnostic reagents, viz. purified
human antigens. The Company sells its purified human antigens primarily to
manufacturers of immunodiagnostic test kits.
Note #2: Accounting Policies
The Company is engaged in the development, manufacturing and marketing of
purified antigens. These products are sold domestically and
internationally: the first product was introduced November, 1990.
Accounts Receivable - The Company considers accounts receivable to be fully
collectible; accordingly, no allowance for doubtful accounts was
established. If accounts become uncollectible, they will be charged to
operations when that determination is made.
Depreciation and Amortization - Equipment is stated at lower of cost or
estimated market value and is being depreciated on the straight-line basis
over estimated useful lives of 3 to 10 years. Intangible assets are
amortized on the straight line method per the following: patents, and
trademarks 204 months. At October 31, 1995, management determined that
patents and trademarks had no future value and they were written off.
Inventories - They are valued at the lower of cost or market using the
first-in first-out method.
Inventories consist of:
04-30-97
------------
Finished Goods $121,314
Goods in Process 121,044
Raw Materials -
----------
$242,358
==========
Goods in process inventory which is not expected to be completed and sold
in the next fiscal year is classified as non current.
<PAGE>
Cash includes demand deposits at banks.
During the past two years the Company has not had employees who were
compensated for absences.
Use of estimates - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ from
those estimates.
Income Taxes - Deferred income taxes arise from the temporary differences
between financial statement and income tax recognition of net operating
losses. A deferred tax asset arising from the net operating loss carryover
of approximately $600,000 has been offset by a valuation allowance.
At October 31, 1996, the Company has unused Federal net
operating loss carry forwards which expire as follows:
Carry Over Expires Original Amount Loss
From F/Y In F/Y Loss Utilized Carryover
---------- ------- -------- -------- ---------
1988 2003 $333,034 $140,504 $192,530
1989 2004 783,474 783,474
1990 2005 480,296 480,296
1991 2006 21,321 21,321
1995 2010 386,846 386,846
---------
$1,993,421
NOTE #3: Common Stock and Stock Transactions
The net loss per share is based upon the weighted average number of shares
outstanding during the year. Common stock warrants are not included in the
calculation of loss per share.
<PAGE>
Note #4: LEASE OBLIGATION
The Company's lease at 8100 Southpark Way expired on December 31, 1996.
Lease payments were $4,202 per month. At the present time extended lease
terms have not been negotiated.
The Company leases its office/warehouse space from a major shareholder of
the Company. The lease payments were made by issuing stock for the rents
due.
NOTE #5: Schedule of Short Term Notes Payable
Issue Interest
Date Rate Balance
Unrelated Party -------- --------- -------
Demand Notes: 01/10/90 20.000% $13,219
06/12/90 14.453% 21,774
Related Party 06/30/95 15.00% 25,961
Corporate COO 06/29/95 15.00% 13,413
Corporate COO 08/04/95 25.00% 6,042
Corporate COO 03/17/97 5.00% 13,911
Corporate CEO,
Demand Note 10/31/95 21.00% 42,937
-------
Total $137,157
=======
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The Company's Operating Expenses for the second quarter 1997 were
$150,696, the Cost of Sales was $62,027 and Other Income/Expense netted
$5,722. These expenses total $218,445 or $72,815 per month. Gross
Revenues for the second quarter were $223,004 or $74,335 per month. This
equates to a $1,520 gain per month. On April 30, 1997 the Company had
$9,059 in Cash and $96,205 in Accounts Receivable - Trade for a total of
$105,264.
Capital is required for the new product development described in
"Description of Business (Item 1). This capital will come from operating
profits or outside investment. Assets will not be sold to finance
expansion. New Product development will be limited by the availability of
capital for expansion.
<PAGE>
Comparison of 3 Month Periods April 1997 to April 1996
The Company's net revenue decreased from 1996. The net gain for the
second quarter 1997 of $4,560 is a decrease of $13,151 from 1996. The
revenue decrease in 1997 was due to increased expenses. Costs associated
with research & development and general lab expenses
were the main causes for the decrease. Working capital at
April 30, 1997 amounted to $142,532 which was a $6,619 increase from
the $135,913 in working capital at April 30, 1996. An increase in
Inventories was responsible for the change in working capital.
The Company's revenues from product sales (purified antigens) for
the quarter ended April 30, 1997 were $223,004 or 20% more than the
$185,953 in product sales for the quarter ended April 30, 1996.
Total milligram quantities of all products sold for the three months
ended April 30, 1997 equaled 586 as compared to 638 milligrams sold during the
three months ended April 30, 1996.
Comparison of Six Month Periods April 30, 1997 to April 30, 1996
The net gain for the first six months of 1997 of $8,639 was a decrease
Of $63,369 over the $72,008 gain in 1996.
The Company's revenues from product sales for the six months ended
April 30, 1997, were $408,080 or 13% more than the $362,197 in product sales
for the sox months ended April 30, 1996.
Total milligram quantities of all products sold for the six months ended
April 30, 1997 equaled 1,086 as compared to 1,179 milligrams sold during the
six months ended April 30, 1996.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 r 15(d) of the
Securities Exchange Act of 1934, the Company has duly caused this Report to
be signed on its behalf by the undersigned, thereunto duly authorized, on
May 21, 1997.
Vitro Diagnostics, Inc.
(Company)
By: /s/ Roger Hurst
Roger Hurst, President,
Chief Executive Officer
Chief Financial Officer
Chief Accounting Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf
of the Company in the capacities indicated on May 21, 1997.
Principal Executive, Financial and Accounting Officer
and Director: /s/ Roger Hurst
Roger Hurst
<PAGE>
May 21, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Vitro Diagnostics, Inc.
Form 10-QSB for the year ending April 30, 1997
SEC file no. 0-17378
Dear Sir or Madam:
Transmitted herewith through the EDGAR system is Form 10-QSB for the
quarter ended April 30, 1997 for Vitro Diagnostics, Inc. Should you have
any questions or comments concerning this matter please contact the
undersigned at 303-794-2000.
Sincerely,
Roger Hurst
President
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Statement of Financial Condition at April 30, 1997 (Unaudited) and the
Statement of Income for the Quarter Ended April 30, 1997 (Unaudited). It
is qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> Oct-31-1997
<PERIOD-END> Apr-30-1997
<CASH> 9,059
<SECURITIES> 0
<RECEIVABLES> 96,205
<ALLOWANCES> 0
<INVENTORY> 242,358
<CURRENT-ASSETS> 433,151
<PP&E> 204,822
<DEPRECIATION> 170,182
<TOTAL-ASSETS> 534,028
<CURRENT-LIABILITIES> 290,618
<BONDS> 0
<COMMON> 280,868
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 526,860
<SALES> 408,080
<TOTAL-REVENUES> 408,080
<CGS> 119,709
<TOTAL-COSTS> 265,459
<OTHER-EXPENSES> 13,273
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 8,639
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 8,639
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
</TABLE>
