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FORM 10-QSB
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES ACT
OF 1934
For the quarterly period ended August 31, 2000
Commission File Number 0-15382
Gamogen Inc.
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(Exact name as specified in its charter)
New York 13-3341562
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(State or other jurisdiction of (IRS Employer
Incorporation or organization) Identification No.)
1930 Village Center Circle,
Suite 3-83, Summerlin, NV 89134
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(Address of principal executive Zip Code
offices)
Registrants' telephone number, including area code (702) 615-5922
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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 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 ( )
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at August 31, 2000
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Common stock, $.01 par value 2,750,605 shares
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GAMOGEN INC.
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated balance sheets -
August 31, 2000 and February 29, 2000
Consolidated statements of operations -
Three months ended August 31, 2000 and 1999 and
six months ended August 31, 2000 and 1999
Consolidated statements of cash flow -
Six months ended August 31, 2000 and 1999
Notes to consolidated financial statements - August 31, 2000
Item 2 Management's Discussion and Analysis of Financial Condition
And Results of Operations
PART II OTHER INFORMATION
SIGNATURES
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PART 1 - FINANCIAL INFORMATION
GAMOGEN INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
ASSETS Aug 31, 2000 Feb 29, 2000
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(Unaudited) (Note)
CURRENT ASSETS
Cash $ 3,125 $ 33,275
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TOTAL CURRENT ASSETS 3,125 33,275
NOTE RECEIVABLE 183,564 183,564
INTEREST RECEIVABLE 4,466 3,500
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TOTAL ASSETS $ 191,155 $ 220,339
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LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accrued expenses $ $ 15,664
Due to Affiliate 106 1,081
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TOTAL CURRENT LIABILITIES 106 16,745
STOCKHOLDERS' EQUITY
Common stock, $.01 par value, authorized 4,000,000
shares, issued and outstanding 2,750,000 shares 27,500 27,500
Warrants outstanding 40 40
Additional paid-in capital 1,597,923 1,597,923
Accumulated (deficit) (1,434,414) (1,421,869)
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TOTAL STOCKHOLDERS' EQUITY 191,049 203,594
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TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 191,155 $ 220,339
=========== ===========
Note: The consolidated balance sheet at February 29, 2000 has been derived from
the audited financial statements at that date.
The accompanying notes are an integral part of this statement.
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GAMOGEN, INC AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three months ended Aug 31, Six months ended Aug 31,
-------------------------- ------------------------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
NET SALES $ 0 $ 57,867 $ 0 $ 121,357
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COSTS AND EXPENSES:
Cost of goods sold 0 48,678 69,466
Selling, general and
Administrative 17,295 153,197 17,564 184,405
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Depreciation and amortization 6,562 6,993
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TOTAL 17,295 208,437 17,564 260,864
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(LOSS) FROM OPERATIONS (17,295) (150,570) (17,564) (139,507)
INTEREST AND OTHER
INCOME 2,983 4,676 5,966 9,471
--------- --------- --------- ---------
(LOSS) BEFORE
INCOME TAXES (14,312) (145,894) (11,598) (130,036)
Provision for Income Taxes 947 380 947 760
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NET INCOME (LOSS) $ (15,259) $(146,274) $ (12,545) $(130,796)
========= ========= ========= =========
INCOME (LOSS) PER
COMMON SHARE:
Primary $ (0.01) $ (0.12) $ (0.01) $ (0.11)
Fully diluted $ (0.01) $ (0.11) $ (0.01) $ (0.10)
</TABLE>
The accompanying notes are an integral part of this statement.
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GAMOGEN, INC AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOW
(UNAUDITED)
Six months ended Aug. 31,
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2000 1999
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Cash (used in) operating activities $ (29,175) $ (27,580)
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Financing activities:
Change in due to/from affiliates (975) 124,999
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Net cash provided by (used in) financing
activities (975) 124,999
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Net increase (decrease) in cash and cash
equivalents (30,150) 97,419
Cash at beginning of period 33,275 8,589
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Cash at end of period $ 3,125 $ 106,008
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Supplemental disclosures - cash paid for:
Income taxes $ 3,037 $ 380
The accompanying notes are an integral part of this statement.
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GAMOGEN, INC. AND SUBSIDIARY
NOTES TO UNAUDITED CONSOLIDATED STATEMENTS
AUGUST 31, 2000
NOTE 1 - BASIS OF PRESENTATION
The Company currently has no operations. The Company is seeking to serve as a
vehicle to effect a merger, or other business combination with an operating
business. There is no assurance that a business combination will be effected.
The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial statements
pursuant to Regulation S-B. Accordingly, they do not include all the information
and footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals( considered necessary for a fair presentation have
been included. Operating results for the three months and six months ended
August 31, 2000 are not necessarily indicative of the results that may be
expected for the year ending February 28,2001. For further information refer to
the financial statements and footnotes included in Form 10-KSB for the year
ended February 29, 2000 filed by the Company.
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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
This discussion, other than historical financial information, may consist of
forward-looking statements that involve risks and uncertainties, including when
and if the Company may resume business operations. Consequently, actual results
may vary from management's expectations.
Results of Operations for the three months and six months ended August 31, 2000
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as Compared to the three months and six months ended August 31, 1999
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Operations
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As a result of the sale of substantially all the assets of the Company effective
September 1,1999, the Company has no operations. Accordingly a comparison to
operating results for periods prior to that date is not meaningful.
Liquidity and Capital Resources
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Because the Company has no operations, it will attempt to keep administrative
costs to a minimum. The Company's sole activity is expected to be identifying
and evaluating suitable business opportunities which could result in a business
combination. There is no assurance that the Company will be successful in its
efforts, or that other types of business transactions might not be considered.
PART II - OTHER INFORMATION
Item 1 through Item 5 - The answer to each item is none.
Item 6. Exhibits and Reports on Form 8-K
There were no Exhibits or Reports on Form 8-K filed during the quarter for
which this report is filed.
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SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the
Registrant has caused this report to be signed by the undersigned hereunto duly
authorized.
GAMOGEN, INC.
Dated: September 26, 2000 /s/ Jack Brehm
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Jack Brehm
Chief Financial Officer
(Principal Accounting Officer)
