<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the
Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
GAMOGEN, INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
GAMOGEN, INC.
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
--------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
--------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
--------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------------------
(5) Total fee paid:
--------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
--------------------------------------------------------------------------------
[X] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
--------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
--------------------------------------------------------------------------------
(3) Filing Party:
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(4) Date Filed:
--------------------------------------------------------------------------------
<PAGE>
GAMOGEN, INC.
1930 Village Center Circle, Suite 3-83
Summerlin, NV 89134
------------------------
NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 15, 2000
To the Stockholders of
Gamogen, Inc.
Notice is hereby given that a Special Meeting of Stockholders of Gamogen,
Inc. ("Gamogen" or the "Company") will be held on Friday, December 15, 2000, at
1:00 P.M., Pacific Time, at 10390 Santa Monica Blvd, 4th floor, Santa Monica, CA
90025 for the following purposes (the "Proposals"):
a. To consider and vote upon a proposed amendment to Gamogen's Certificate
of Incorporation to increase the number of authorized shares of Common Stock,
par value $.01 per share (the "Common Stock"), from 4,000,000 to 50,000,000
shares and to authorize 1,000,000 shares of Preferred Stock, $.01 par value:
b. To ratify and approve a one for two reverse split of this Company's
outstanding shares of Common Stock; and
c. To transact such other business as may properly come before the meeting
or any adjournment thereof.
The Board of Directors has fixed the close of business on November 4, 2000,
as the record date issued and for the determination of Stockholders entitled to
notice of, and to vote at, the meeting.
You are cordially invited to attend the meeting. Since the Company's
Principal Stockholder, Southridge Group, LLC ("Southridge"), which owns more
than fifty (50%) percent of the Company's issued and outstanding shares of
Common Stock, has indicated it will vote in favor of each of the above
proposals, approval and adoption of each of the proposals is assured. Management
is not soliciting proxies in connection with any of the proposals.
The list of Stockholders may be examined by any of the Stockholders at
Gamogen, Inc. at the above address on any date from November 15, 2000 until the
meeting date.
BY ORDER OF THE BOARD OF DIRECTORS
Dated: November 12, 2000 AARON A. GRUNFELD
CHIEF EXECUTIVE OFFICER
<PAGE>
GAMOGEN, INC.
1930 Village Center Circle, Suite 3-83
Summerlin, NV 89134
-----------------
INFORMATION STATEMENT
-----------------
This Information Statement is furnished in connection with the special
meeting of Stockholders to be held at 10390 Santa Monica Blvd, 4th floor, Santa
Monica, CA 90025 on December 15, 2000 (the "Meeting") and at any adjournment
thereof. November 10, 2000 is the approximate date on which this Information
Statement is first being mailed to Stockholders.
As of November 4, 2000 (the "Record Date"), the record date for determining
Stockholders entitled to notice of, and to vote at, the Meeting, Gamogen had
outstanding 2,750,605 shares of common stock, $.01 par value (the "Common
Stock"), each of which entitles the record holder thereof on such date to one
vote on each matter presented at the Meeting (the "Proposals"). Southridge
Group, LLC ("Southridge") owns 2,149,200 shares of Common Stock of Gamogen
representing 78% of Gamogen's issued and outstanding shares of Common Stock and
is therefore in a position to control the outcome of all stockholder votes on
the proposals presented at the meeting. Stockholders unaffiliated with
Southridge will not have the percentage of shares needed to change the outcome
with respect to matters requiring a majority vote of the outstanding shares of
Gamogen.
The presence at the Meeting in person or by proxy of the holders of a
majority of the outstanding shares of stock entitled to vote shall constitute a
quorum. The proposal to increase the authorized number of shares of Common Stock
and to authorize a new class of Preferred Stock requires the affirmative vote of
the holders of a majority of the voting power of Common Stock. The proposed one
for two reverse split of the shares of Common Stock of Gamogen requires the
affirmative vote of the holders of a majority of the shares of Common Stock
entitled to vote thereon. All Proposals except those referenced above, require
the approval of a majority of the votes cast at the Meeting.
<PAGE>
SECTION ONE: PROPOSALS
PROPOSED AMENDMENT TO CERTIFICATE OF
INCORPORATION TO INCREASE AUTHORIZED
NUMBER OF SHARES OF COMMON STOCK
AND TO AUTHORIZE PREFERRED STOCK
--------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL TO INCREASE THE
AUTHORIZED NUMBER OF SHARES OF COMMON STOCK AND TO AUTHORIZE A NEW CLASS OF
PREFERRED STOCK.
--------------------------------------------------------------------------------
On October 4, 2000, the Board of Directors unanimously adopted a resolution
proposing that Article Fourth of the Certificate of Incorporation be amended to
(i) increase from 4,000,000 shares to 50,000,000 the number of shares of Common
Stock which Gamogen is authorized to issue and (ii) to authorize 1,000,000
shares of Preferred Stock, $.01 par value. The principal purposes of the
proposed amendment are (1) to authorize a sufficient number of additional shares
of Common Stock and Preferred Stock to be available to enable Gamogen to raise
capital through a public or private sale of securities or to finance potential
mergers or acquisitions, if the opportunity for such presents itself in the
future although no transactions are currently identified. If the Stockholders
approve the Amendment to the Certificate of Incorporation recommended by the
Board of Directors, and the Stock Increase Amendment is filed with the Secretary
of State of New York, the Certificate of Incorporation will be amended to
provide that the number of shares of Common Stock which Gamogen is authorized to
issue shall be 50,000,000. In addition, as described below, the Gamogen will
also be authorized to issue 1,000,000 shares of Preferred stock, par value $.01
per share ("Preferred Stock").
Shares of Preferred Stock may be issued from time to time in one or more
classes or one or more series within any class thereof, in any manner permitted
by law, as determined from time to time by the Board of Directors. Shares of
Preferred Stock in such classes or series may be issued for such consideration
and have such voting powers and such designations, preferences and relative,
participating, optional or special rights and qualifications, limitations or
restrictions thereof, including, without limitation, dividend rights, conversion
provisions and redemption and liquidation preferences, permitted by law as shall
be determined by the Board of Directors.
Of the 4,000,000 shares of Common Stock currently authorized to be issued
by the Company's Certificate of Incorporation, 2,750,605 shares are outstanding.
The Board of Directors believes that the proposed increase in authorized
shares of Common Stock and Preferred Stock is desirable to enhance the Company's
flexibility in connection with possible future actions, such as corporate
mergers, acquisitions of property, raising capital, employee stock purchase,
option or other benefit plans, or other corporate purposes. The Board will
determine whether, when and on what terms issuances of shares of Common Stock or
Preferred Stock may be warranted in connection with any of the foregoing
purposes. It is not anticipated that the Board of Directors will solicit
Stockholders for further authorization before issuing such shares, unless
otherwise required by law.
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<PAGE>
The issuance of additional shares authorized pursuant to the proposed Stock
Increase Amendment could reduce the proportionate interests in the Company held
by current Stockholders. Stockholders do not have preemptive rights.
Although the Board of Directors has no present intention of doing so,
authorized but unissued shares of Common Stock or Preferred Stock could be
issued, subject to applicable law, in one or more transactions which could make
more difficult, and less likely, a takeover of the Company. The Board does not
intend or view the increase in authorized Common Stock or the authorization of
the Preferred Stock as an anti-takeover measure, nor is the Company aware of any
proposed or contemplated transaction of this type. On the contrary the increase
in the number of authorized shares is being proposed with the intention of
acquiring significant operations which will likely result in a change of
control.
If the proposed amendment is adopted by the Stockholders it will become
effective upon filing and recording duly executed and acknowledged Certificate
of Amendment as required by the New York Business Corporation Law. A copy of the
proposed Certificate of Amendment is annexed hereto as Exhibit A.
PROPOSED ONE FOR TWO REVERSE SPLIT OF
THE SHARES OF COMMONS STOCK
--------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL TO REVERSE SPLIT
THE ISSUED AND OUTSTANDING SHARES OF COMMON STOCK OF GAMOGEN ON A ONE FOR TWO
BASIS
--------------------------------------------------------------------------------
On October 4, 2000, the Board of Directors unanimously adopted a resolution
proposing that the issued and outstanding shares of Gamogen's Common Stock be
reverse split on a one for two basis. The Company has no operations and owns no
tangible assets. If the proposed amendment to the Certificate is approved the
Company may seek to raise capital through a public or private sale of securities
or the Company may issue securities to finance potential mergers or
acquisitions, if those opportunities arise in the future although none are
currently identified.
A vote in favor of the proposed one for two reverse split by the holders of
a majority of the voting power of the Company's Common Stock, is necessary to
adopt this Proposal. If the Stockholders approve the reverse split, it will
become effective immediately upon such approval. Upon such approval Stockholders
of record will be advised of the procedure to be followed to exchange currently
outstanding stock certificates for new certificates.
SECTION 2: GENERAL INFORMATION REGARDING THE COMPANY
DESCRIPTION OF BUSINESS
Reference is made to Gamogen's "Description of Business" contained in
Gamogen's 2000 Form 10-KSB (the "2000 10-KSB"), which, along with the complete
2000 10-KSB, is incorporated by reference. A copy of the 2000 10-KSB, is
attached hereto as Exhibit B. The Company has no
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<PAGE>
operations and owns no tangible assets. If the proposed amendment to the
Certificate is approved the Company may seek to raise capital through a public
or private sale of securities or the Company may use such securities to finance
potential mergers or acquisitions, if those opportunities arise in the future
although none are currently identified.
FINANCIAL STATEMENTS
Reference is made to the Company's financial statements contained in the
2000 10-KSB under the heading "Financial Statements" and as set forth on pages
8-19 of the 2000 10-KSB. Reference is also made to the Company's Form 10-QSB for
the quarter ended May 31, 2000 and the Company's Form 10-QSB for the quarter
ended August 31, 2000, which reports are incorporated by reference. A copy of
the Form 10-QSB for the quarter ended May 31, 2000 and the Company's Form 10-QSB
for the quarter ended August 31, 2000, are annexed hereto as Exhibit C and D,
respectively.
SECTION 3: MANAGEMENT AND RELATED MATTERS
Reference is made to pages 13 and 14 of the 2000 10-KSB.
SECTION 4: MISCELLANEOUS
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS
The Company's Common Stock is currently traded in the OTCBB under the
symbol GAMO. The following table sets forth the high and low bid and ask prices
on the OTCBB for Common Stock during the periods indicated:
(in $) (in $)
------ ------
BID ASK
--- ---
PERIOD HIGH LOW HIGH LOW
------ ---- --- ---- ---
9/12/2000-10/17/2000 1/8 6 cents 7/8 5/8
The stock did not trade this year prior to September 12, 2000. As of
October 5, 2000, there were approximately 145 shareholders of record of the
Company's Common Stock including record holders which may hold such stock for
beneficial owners and which have not been polled to determine the extent of
beneficial ownership. The quotations reflect inter-dealer prices, without retail
mark-up, markdown or commission, and may not represent actual transactions.
The Company has paid no dividends and it is not anticipated that any
dividends will be paid in the foreseeable future.
4
<PAGE>
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
The Company's officers, directors and beneficial owners of more than 10% of
any class of its equity securities registered pursuant to Section 12 of the
Securities Exchange Act of 1934 ("Reporting Persons") are required to file
reports of ownership and changes in beneficial ownership of the Company's equity
securities with the SEC. Copies of those reports must also be furnished to the
Company. Based solely on a review of the copies of reports furnished to the
Company pursuant to that Act, the Company believes that during fiscal year 2000
all filing requirements applicable to Reporting Persons were complied with.
DOCUMENTS INCORPORATED BY REFERENCE
The Annual Report on Form 10-KSB of the Company for the fiscal year ended
February 29, 2000, and the quarterly reports and Form 10-QSB for the quarters
ended May 31, 2000, and August 31, 2000 are annexed hereto and incorporated by
reference to this Information Statement.
BY ORDER OF THE BOARD OF DIRECTORS
Los Angeles, California
November 10, 2000 AARON A. GRUNFELD
CHIEF EXECUTIVE OFFICER
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EXHIBIT INDEX
-------------
Exhibit A - Form of Amendment to Certificate of Incorporation of
Gamogen, Inc.
Exhibit B - Annual Report on Form 10-KSB of the Company for the
fiscal year ended February 29, 2000, as amended.
Exhibit C - Quarterly Report on Form 10-QSB of the Company for the
quarter ended May 31, 2000
Exhibit D - Quarterly Report on Form 10-QSB of the Company for the
quarter ended August 31, 2000.
6
<PAGE>
EXHIBIT A
---------
7
<PAGE>
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
GAMOGEN, INC.
UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW
Pursuant to the provisions of Section 805 of the Business Corporation Law,
the undersigned, being the President of the corporation, hereby certifies:
FIRST: The name of the corporation is GAMOGEN, INC.
SECOND: That the Certificate of Incorporation was filed by the Secretary of
State of New York on the March 17, 1986.
THIRD: That the amendment to the Certificate of Incorporation effected by
this Certificate is as follows:
Paragraph Fourth of the Certificate of Incorporation, relating to the
number of shares which the corporation is authorized to issue, is hereby amended
to read as follows:
"FOURTH: The number of shares which the corporation is authorized to issue
is Fifty One Million (51,000,000) shares, fifty million (50,000,000) of which
having a par value of $.01 per share are designated as common shares and one
million (1,000,000) of which are designed as Preferred Stock, par value $.01 per
share. Shares of Preferred Stock may be issued from time to time in one or more
classes or one or more series within any class thereof, in any manner permitted
by law, as determined from time to time by the board of directors, and stated in
the resolution or resolutions providing for the issuance of such shares adopted
by the board of directors pursuant to authority hereby vested in it, each class
or series to be appropriately designated, prior to the issuance of any shares
thereof, by some distinguishing letter, number, designation or title. All shares
of stock in such classes or series may be issued for such consideration and have
such voting powers, full or limited, or no voting powers, and shall have such
designations, preferences and relative, participating, optional or other special
rights, and qualifications, limitations or restrictions thereof, permitted by
law, as shall be stated and expressed in the resolution or resolutions providing
for the issuance of such shares adopted by the board of directors pursuant to
authority hereby vested in it. The number of shares of stock of any series, so
set forth in such resolution or resolutions may be increased (but not above the
total number of authorized shares) by resolutions adopted by the board of
directors pursuant to authority hereby vested in it."
2. Paragraph Sixth of the Certificate of Incorporation, relating to the
designated agent, is hereby amended to read as follows:
"SIXTH: The Secretary of State is designated as the agent of the
corporation upon whom process against the corporation may be served. The post
office address within or without the
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<PAGE>
State of New York to which the Secretary of State shall mail a copy of any
process against the corporation served upon him is:
United Corporate Services
Ten Bank Street, Suite 560
White Plains, New York 10606
FOURTH: That the amendment to the Certificate of Incorporation was
authorized at a meeting of shareholders, by the affirmative vote of the holders
of more than a majority of all outstanding shares entitled to vote on an
amendment to the Certificate of Incorporation said authorization being
subsequent to the affirmative vote of the Board of Directors.
IN WITNESS WHEREOF, I hereunto sign my name this __ day of _________, 2000.
------------------------------
AARON A. GRUNFELD, CHIEF EXECUTIVE OFFICER
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EXHIBIT B
---------
10
<PAGE>
10KSB
1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------
FORM 10-KSB
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 or 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended February 29, 2000
Commission File Number: 0-15382
GAMOGEN, INC.
(name of small business issuer as specified in its charter)
New York 13-3341562
(State or other jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
1930 Village Center Circle, Suite 3-83, Summerlin, Nevada 89134-1389
(Address of Principal Executive Offices) (Zip code)
Issuer's telephone number: (702) 615-5922
1930 Village Center Drive, Suite 3-83, Summerlin, Nevada
(Former name or former address, if changed
since last report.)
Securities registered under section 12(b) of the Exchange Act: None
Securities registered under section 12(g) of
the Exchange Act: Common Stock, $.01 par value
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 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 [ ]
<PAGE>
Check here if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure
will be contained, to the best of the registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of
this 10-KSB or any amendment to this Form 10-KSB. [X]
Revenues for the year ending February 29, 2000 were $ 121,357.
At June 13, 2000, Registrant had outstanding 2,750,605 shares of common
stock, $.01 par value.
GAMOGEN, INC.
FORM 10-KSB
for the fiscal year ended February 29, 2000
2
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Part I
Page
----
<S> <C>
Item 1. Description of Business ................................................... 4
Item 2 Description of Property ................................................... 5
Item 3 Legal Proceedings ......................................................... 6
Item 4 Submission of Matters to a Vote of Security Holders ....................... 6
Part II
Item 5 Market for the Company's Common Equity and Related Stockholder Matters .... 6
Item 6 Management's Discussion and Analysis and Plan of Operation ................ 6
Item 7 Financial Statements ...................................................... 8
Item 8 Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure .................................... 20
Part III
Item 9 Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act ......................... 20
Item 10 Executive Compensation .................................................... 21
Item 11 Security Ownership of Certain Beneficial Owners and Management ............ 21
Item 12 Certain Relationships and Related Transactions ............................ 21
Part IV
Item 13 Exhibits and Reports on Form 8-K .......................................... 21
</TABLE>
SIGNATURES
3
<PAGE>
PART I
ITEM 1. Description Of Business
Company History.
Gamogen, Inc. (Registrant) was incorporated under the laws of the State of
New York, on March 17, 1986, by its parent company, Repro-Med Systems, Inc. for
the purpose of acquiring, developing and marketing medical products for use in
the treatment of impotence. In September 1986, Registrant acquired, by
assignment from Repro-Med, Dr. Adrian Zorgniotti, and Andrew Sealfon, all rights
to an injectable drug combination treatment for male impotence and two related
products: a drug intermixing delivery system and an implantable prosthesis for
dispensing drugs. The assignment of these three products included rights to all
related technology and products. On May 27, 1987, Registrant acquired the rights
to certain gynecological products which it assigned to its Gyneco, Inc.
subsidiary which immediately commenced manufacturing and marketing a line of
gynecological products through US and foreign distributors, US hospitals and
private physicians.
During 2000 and 1999 the Gyneco subsidiary accounted for 100% of Gamogen's
consolidated sales. The Gyneco products include the Thermal Cautery System for
tubal ligation and the Masterson Endometrial Biopsy System. Gyneco's products
are governed by the FDA's regulations for Class II medical devices. A portion of
Gyneco's sales came from royalties paid by its affiliate Repro-Med. These
royalties began in fiscal 1993, when Repro-Med began compensating Gyneco for the
use of certain tooling and parts of Gyneco's proprietary design. Payments to
Gyneco totaled $11,728 in 2000 and $27,308 in 1999.
In July of 1993 Registrant acquired the rights to an Oral Treatment for Male
Impotence which was subsequently sold to a biotechnology company, Zonagen, Inc.
In September 1997, Gamogen received final payment of $558,000 from the sale.
This payment represented the discounted sales price of $708,000 less $150,000 of
Option Maintenance payments Registrant had previously received from Zonagen,
Inc.
In October of 1998, Gamogen, in the effort to improve its revenues and cash
flow from operations, entered into a joint venture with its affiliate, Repro-Med
Systems, Inc., to develop and market a new vacuum, impotence treatment device
named Restore, believing that there remained a market for more conventional
impotency treatments, like Restore, after the introduction in early 1998 of
Viagra, which initially accounted for 95% of new prescriptions for the treatment
of impotence. In this market, men, due to specific health reasons or for other
problems which Viagra is ineffective, continue to require traditional treatments
using devices such as the Restore vacuum pump.
On April 20, 1999 Repro-Med Systems received a letter from Timm Medical
Technologies (Timm) regarding possible patent conflicts between the Restore
product and the Timms Erect-Aid Classic(tm) product. Repro-Med's review of the
patents did not support this claim. Timm had purchased the rights, on November
23, 1998, to the Erect-Aid Classic(tm) product from Imagyn Medical
Technologies(Imagyn). Imagyn, former company name Urohealth, had originally
bought the rights to the Erect-Aid Classic(tm) from Osbon Medical Systems.
Registrant's former affiliate, Repro-Med, has an off-setting counter claim which
has not been resolved, concerning an Osbon product called Esteem. In April 1996,
Osbon advised Repro-Med that it was withdrawing its commitment to Repro-Med for
manufacture of the Esteem(tm) products and had secured other
4
<PAGE>
options for manufacture of these products. No prior notice was provided to
Registrant by Osbon. Despite repeated requests to Osbon, Registrant did not
receive any explanation for this action. Registrant advised Osbon and Timm that
Repro-Med was due compensation for its work on the Esteem(tm) products and for
use of its proprietary design and manufacturing information.
On or about November 8, 1999, Southridge Group LLC (Southridge), a newly
formed limited liability company organized under the laws of Nevada, purchased
649,200 shares of common stock, constituting approximately 52.78% of the issued
and outstanding capital stock of Registrant, from Repro-Med Systems, Inc.
Southridge paid Repro-Med an aggregate of $263,564 consisting of cash in the
amount of $80,000 and a promissory note in the amount of $183,564 guaranteed by
Yale Farar, the principal beneficial owner of Southridge.
Concurrent with Southridge's purchase of the shares from Repro-Med, Gamogen
sold substantially all of its assets to Repro-Med in exchange for the note.
Further, in connection with this transaction, Gamogen delivered general releases
to its directors, who are also directors of Repro-Med.
As a result of the sale of substantially all of its assets, Registrant
currently has no operations. Southridge purchased the shares from Repro-Med for
the purpose of gaining control of Registrant and thereafter for the purpose of
seeking to have Registrant serve as a vehicle to effect a merger, exchange of
capital stock, asset acquisition or other business combination ("Business
Combination") with an operating business. No assurance can be given that
Registrant, or Southridge on behalf of Registrant, will be able to effect a
Business Combination. Following completion of the transaction, Registrant had
two directors, Harold S. Fleischman, and Aaron A. Grunfeld. Harold S. Fleischman
is a member of the State Bar of California and has practiced law in that state
for more than 25 years. Aaron A. Grunfeld is a member of the State Bar of
California and has practiced law in that state for more than 25 years. The Board
of Directors has appointed Aaron A. Grunfeld to act as interim chief executive
officer of Registrant. There currently exists one vacancy on the board of
directors. Officers and directors of Registrant are expected to devote limited
amounts of time to the affairs of Registrant until a business combination, if
any, may be effected.
In connection with the transaction described above, Registrant and Repro-Med
entered into an agreement granting Repro-Med the option to acquire Registrant's
interest in the "Restore Joint Venture" between Registrant and Repro-Med. The
Company exercised its option and Repro-Med acquired the Restore Joint Venture
interest for 50,000 shares of common stock of Registrant which were owned by
Repro-Med.
ITEM 2. Description Of Property
As of February 29, 2000, Registrant did not and currently does not own or
lease any real property.
Registrant's current street and mailing address is:
Gamogen, Inc.
1930 Village Center Circle, Suite 3-83
Summerlin Nevada 89134-1389
(702) 615-5922
5
<PAGE>
Registrant did not and currently does not have any tangible fixed assets as
of February 29, 2000.
ITEM 3. Legal Proceedings
Registrant has no current legal proceedings pending.
ITEM 4. Submission of Matters To A Vote Of Security Holders
For the fourth quarter of the fiscal year ending February 29, 2000, there were
no matters submitted to a vote of security holders through the solicitation of
proxies or otherwise.
PART II
ITEM 5. Market For Company's Common Equity And Related Stockholder Matters
Registrant is authorized to issue 4,000,000 shares of Common Stock, $.01 par
value, of which 2,750,605 shares were issued and outstanding as of February 29,
2000. At February 29, 2000, Registrant's Common Stock was held by approximately
144 beneficial holders. Registrant's Common Stock is traded on the
Over-The-Counter Bulletin Board market under the symbol "GAMO". To the best of
Management's knowledge there has been only minimal trading in Gamogen securities
for the fiscal years ended February 1999 and February 2000, with a stock price
ranging from $.01 to $.03 per share, with a February 29, 2000 price of $.01 per
share.
Registrant has not declared or paid any cash dividends on its Common Stock
and does not anticipate that any dividends will be paid in the foreseeable
future.
ITEM 6. Management's Discussion and Analysis of Financial Condition and Results
of Operations
This discussion, with the exception of historical financial information, may
consist of forward looking statements that involve risks and uncertainties,
including whether and when Registrant may resume business operations.
Consequently, actual results may vary from management's expectations.
6
<PAGE>
Results of Operations
Year ended February 29, 2000, as compared to the year ended February 28, 1999
As a result of the sale of substantially all the assets of registrant effective
September 1, 1999, Registrant has had no operations since that date. Therefore,
a comparison of the operating results for the years ended February, 1999 and
February, 2000 is not meaningful.
During the current year, subsequent to September 1, 1999, as a result of the
sale of assets, Registrant wrote off inventory and amounts due from an affiliate
aggregating $84,234. Registrant also incurred a loss of $174,000 in connection
with Repro-Med's acquisition for shares of Registrant's common stock held by
Repro-Med of Registrant's interest in a joint venture.
Year ended February 28, 1999 as compared to year ended February 28, 1998
Total sales for the fiscal year ended 1999 declined $768,546 to $247,846,
primarily as a result of a one-time sale of Gamogen's oral impotence treatment
for $708,000, which did not repeat in fiscal 1999. All of Registrant's fiscal
1999 sales were made by its Gyneco subsidiary. Gyneco's product lines represent
a diminishing segment of a market which is steadily moving towards lower cost
and more convenient disposables. The Thermal Cautery System, which represented
70% of Gyneco's sales, or $173,326, in fiscal 1999, declined 20% from the fiscal
1998 level of $215,581. Sales of the Masterson Biopsy System, which represented
14% of Registrant's sales, or $34,465, in 1998, declined to $25,908 or 43% in
1999, due to continued erosion of the United States market for this device.
Increased reserves for inventory obsolescence resulted in a 12% increase in cost
of goods sold in fiscal 1999 compared to fiscal 1998. The reserve was increased
to provide for items which became out of date or lost their value or usefulness
due to new industry developments or more economical products.
Selling, general and administrative expenses were $111,245 for fiscal 1999,
compared to $390,586 in fiscal 1998. These expenses decreased primarily as a
result of reduced administrative costs and other allocated intercompany
expenses. Declining Gyneco sales and the absence of one-time sales and the
corresponding additional expenses such as Registrant incurred in fiscal 1998,
resulted in a reduced allocation of intercompany expenses to Registrant by its
affiliate.
In fiscal 1999, Registrant's loss from operations of $6,048 included Gyneco's
profit from operations of $5,058. Registrant's fiscal 1998 profit from
operations was $479,366, which included Gyneco's loss from operations of
$114,023. The reduced Gyneco loss was primarily the result of reduced selling,
administrative and general expenses.
Net income for fiscal 1999 of $20,116 was materially lower than the $234,128 net
income in fiscal 1998, which resulted from the one-time sale of Gamogen's oral
impotence treatment. Net income in fiscal 1999 included $14,321 of interest
income from short-term investments and a $11,843 reduction of income tax
expense.
7
<PAGE>
Liquidity and Capital Resources
Because Registrant has no operations, it will attempt to keep administrative
costs to a minimum. Registrant's sole activity is expected to be identifying and
evaluating suitable business opportunities which could result in business
combination. There is no assurance that Registrant will be successful in its
efforts, or that other types of business transactions might not be considered.
ITEM 7. Financial Statements
8
<PAGE>
GAMOGEN, INC. AND SUBSIDIARY
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE FISCAL YEARS ENDED
FEBRUARY 29, 2000 AND FEBRUARY 28, 1999
9
<PAGE>
GAMOGEN, INC. AND SUBSIDIARY
CONSOLIDATED FINANCIAL STATEMENTS
Page
----
Report of Independent Certified Public Accountants 11
Financial Statements:
Consolidated Balance Sheets, February 29, 2000 and February 28, 1999 12
Consolidated Statements of Income, Years Ended February 29, 2000
and February 28, 1999 13
Consolidated Statements of Changes in Stockholders' Equity, Years
Ended February 29, 2000 and February 28, 1999 14
Consolidated Statements of Cash Flows, Years Ended February 29, 2000
and February 28, 1999 15
Notes to Consolidated Financial Statements 16-19
10
<PAGE>
[WEINGAST, ZUCKER & RUTTENBERG, LLP LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
BOARD OF DIRECTORS
GAMOGEN, INC. AND SUBSIDIARY
We have audited the accompanying consolidated balance sheets of Gamogen, Inc.
and Subsidiary as of February 29, 2000 and February 28, 1999, and the related
consolidated statements of income, stockholders' equity and cash flows for each
of the two years in the period ended February 29, 2000. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Gamogen, Inc. and Subsidiary as of February 29, 2000 and February 28, 1999, and
the results of their operations and their cash flows for each of the two years
in the period ended February 29, 2000, in conformity with generally accepted
accounting principles.
Weingast, Zucker & Ruttenberg, LLP
White Plains, NY
May 31, 2000
11
<PAGE>
GAMOGEN, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
Feb 29, 2000 Feb 28, 1999
------------ ------------
<S> <C> <C>
Assets
Current Assets
Cash and Cash Equivalents $ 33,275 $ 8,589
Short-term Investments 0 81,352
Accounts Receivable 0 24,196
Inventory (Note 2) 0 92,549
Prepaid Expenses 0 3,903
Due From Affiliate 0 176,889
---------- ----------
Total Current Assets 33,275 387,478
---------- ----------
Property and Equipment - Net (Note 3) 0 4,421
Note Receivable - (Note 1) 183,564 0
Other Assets, Net (Note 3) 3,500 188,790
---------- ----------
Total Other Assets 187,064 193,211
---------- ----------
Total Assets $ 220,339 $ 590,689
========== ==========
Liabilities and Stockholders' Equity
Current Liabilities
Accounts Payable $ 0 $ 39
Accrued Expenses 15,664 7,056
Other Liabilities - Due To Affiliate (Note 4) 1,081 0
---------- ----------
Total Current Liabilities 16,745 7,095
========== ==========
Stockholders' Equity (Notes 1 and 5)
Common Stock, $.01 Par Value Authorized 4,000,000
Shares, Issued and Outstanding 2,750,000 shares
(2000) and 1,230,000 shares (1999) 27,500 12,300
Warrants Outstanding 40 40
Additional Paid-In Capital 1,597,923 1,579,723
Accumulated (Deficit) (1,421,863) (1,018,469)
---------- ----------
Total Stockholders' Equity 203,594 573,594
---------- ----------
Total Liabilities and Stockholders' Equity $ 220,339 $ 580,689
========== ==========
</TABLE>
See Accompanying Notes to the Financial Statements
12
<PAGE>
GAMOGEN, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEARS ENDED
<TABLE>
<CAPTION>
Feb 29, 2000 Feb 28, 1999
------------ ------------
<S> <C> <C>
Sales (Notes 4 and 7) $ 121,357 $ 247,846
Costs and Expenses:
Cost of Goods Sold 69,466 134,403
Selling, General and Administration Expenses 200,275 111,245
Depreciation and Amortization 6,993 8,246
Other Costs (Note 8) 258,234 0
--------- ---------
Total Operating Expenses 534,968 253,894
--------- ---------
Loss From Operations (413,611) (6,048)
Interest and Other Income, Net 12,971 14,321
--------- ---------
Income (Loss) Before Income Taxes (400,640) 8,273
Provision (Benefit) For Income Taxes (Note 6) 2,760 (11,843)
--------- ---------
Net Income (Loss) $(403,400) $ 20,116
========= =========
Income (Loss) Per Common Share (Note 5):
Primary $ (0.26) $ 0.02
Fully Diluted $ (0.24) $ 0.01
</TABLE>
See Accompanying Notes to the Financial Statements
13
<PAGE>
GAMOGEN, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
Years Ended February 29, 2000 and February 28, 1999
<TABLE>
<CAPTION>
Warrants
and
Common Stock Additional
Total .01 Par Value Paid-In Accumulated
Equity Shares $ Amt. Capital (Deficit)
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Stockholders' Equity 2/98 553,478 1,230,000 12,300 1,579,763 (1,038,585)
Net Income FYE 2/99 20,116 20,116
--------- --------- --------- --------- ---------
Stockholders' Equity 2/99 573,594 1,230,000 $ 12,300 $1,579,763 $(1,018,469)
Net Loss FYE 2/00 (403,400) (403,400)
Issuance of Common Stock 31,400 1,570,000 15,700 15,700
Capital Contribution 3,000 3,000
Shares Received from Sale
of Joint Venture (1,000) (50,000) (500) (500)
--------- --------- --------- --------- ---------
Stockholders' Equity 2/00 203,594 2,750,000 $ 27,500 $1,579,963 $(1,421,869)
========= ========= ========= ========= =========
</TABLE>
See Accompanying Notes to the Financial Statements
14
<PAGE>
GAMOGEN, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED
<TABLE>
<CAPTION>
Feb 29, 2000 Feb 28, 1999
------------ ------------
<S> <C> <C>
Cash Flows Provided By Operating Activities: $ (403,400) $ 20,116
Net Income (Loss)
Adjustments to reconcile net income (loss) to cash provided by
(used in) operating activities:
Depreciation and amortization 6,993 8,246
Decrease (Increase) in Assets:
Accounts receivable - trade 24,196 9,341
Inventories 92,549 56,529
Other Assets 7,718 2,962
Prepaid expenses 3,903 (3,403)
Decrease (Increase) in Liabilities:
Accrued Payable (39) (4,276)
Accrued Expenses 8,608 (28,635)
---------- ----------
Cash provided by (used in) operating activities (259,472) 60,880
---------- ----------
Cash Flow Provided by Investing Activities:
Short term investments 81,352 381,875
Due from affiliate - short term loan 0 (176,889)
Investment in joint venture 175,000 (175,000)
Note received from sale of operating assets (183,564) 0
---------- ----------
Cash provided by (used in) investing activities 72,788 29,986
---------- ----------
Cash Flow Provided by Financing activities:
Change in due from/to affiliate 176,889 (101,505)
Change in due to officer 1,081 0
Issuance of Common Stock 33,400 0
---------- ----------
Cash provided by (used in) financing activities 211,370 (101,505)
---------- ----------
Net Increase (Decrease) in Cash and Cash Equivalents 24,686 (10,639)
Cash and cash equivalents at beginning of period 8,589 19,228
---------- ----------
Cash and cash equivalents at end of period $ 33,275 $ 8,589
========== ==========
Supplemental disclosures:
Cash payments (refunds) for:
Income Taxes 0 (11,843)
</TABLE>
See Accompanying Notes to Financial Statements
15
<PAGE>
GAMOGEN, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - Organization and Summary of Significant Accounting Policies
A. Gamogen, Inc. (the "Company) was incorporated on March 17, 1986 to
acquire, develop and market medical products and services. The
Company has acquired from Repro-Med Systems, Inc. ("Repro-Med") all
rights to certain impotence products being developed. Repro-Med
owned 699,200 shares (approximately 57%) of the Company's common
stock until November 1999. In November 1999 (effective as of
September 1, 1999), a limited liability company purchased 649,200
shares of the Company's common stock from Repro-Med. The purchase
price included a promissory note issued by the buyer and guaranteed
by its principal owner. Concurrent with the sale of the shares, the
Company sold substantially all of its assets, and therefore, its
operations to Repro-Med in exchange for the note. The note has a
face amount of $183,564, bears interest at the rate of 8% a year
and is due in November 2002.
In connection with the above sale of stock, the Company and
Repro-Med entered into an agreement whereby Repro-Med exercised its
option and acquired the Company's interest in a Joint Venture in
December 1999 for 50,000 shares of the Company's common stock which
it held.
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 this will
be accomplished.
The consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiary, Gyneco, Inc. Intercompany
balances and transactions have been eliminated in consolidation.
B. Property and Equipment is stated at cost. Property is being
depreciated over 31 1/2 years and equipment over 5 to 12 years
utilizing both the straight-line and accelerated methods of
depreciation.
C. Costs incurred in obtaining patents have been capitalized and were
being amortized over 17 years. Goodwill was being amortized over 35
years.
D. Inventory has been valued at the lower of cost (first-in, first-out
method), or market.
E. Earnings per share are presented in accordance with SFAS No. 128
"Earnings Per Share". Basic earnings per share are computed using
the weighted average number of common shares outstanding during the
period. Diluted earnings per share incorporate the shares issuable
upon the assumed exercise of warrants.
F. Cash and cash equivalents are comprised of certain highly liquid
investments with maturities of three months or less.
16
<PAGE>
GAMOGEN, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - Organization and Summary of Significant Accounting Policies (cont'd)
G. Short-term investments are investments with maturities greater than
three months and less than one year. Short-term investments are
recorded at lower of cost or market.
H. Use of estimates - the Consolidated Financial Statements are
prepared in conformity with generally accepted accounting
principles and, accordingly include amounts that are based on
management's best estimates and judgments. The actual results
could differ from those estimates.
Note 2 - Inventory
Inventory at February 28, 1999 consists of:
Raw Materials $ 73,575
Work in Process 12,830
Finished Goods 61,820
Reserve for Obsolete Inventory (55,676)
-----------------
Total $ 92,549
=================
Note 3 - Property, Equipment and Other Assets
Property and equipment at February 28, 1999
consists of:
Manufacturing Equipment, Tooling & Furniture $ 173,331
Less: Accumulated Depreciation (163,910)
-----------------
Net Property and Equipment 4,421
-----------------
<TABLE>
<CAPTION>
February 29, 2000 February 28, 1999
----------------- -----------------
<S> <C> <C>
Other Assets:
Investment in Restore Joint Venture $ 0 $ 175,000
Patent Costs 0 106,792
Goodwill 0 14,137
Interest Receivable 3,500 0
----------------- -----------------
3,500 295,929
Less: Accumulated Amortization 0 107,139
----------------- -----------------
Net Other Assets $ 3,500 $ 188,790
================= =================
</TABLE>
17
<PAGE>
GAMOGEN, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 4 - Related Party Transactions
Sales included $11,728 (year ended February 29, 2000) and $27,308
(year ended February 28, 1999) from an affiliate for use of
tooling equipment.
The Company rented space from Repro-Med and reimbursed Repro-Med
for allocated overhead expenses. Rent totaled $30,000 (year ended
February 29, 2000) and $12,528 (year ended February 28, 1999) and
reimbursed expenses amounted to $240,428 (year ended February 29,
2000) and $156,616 (year ended February 29, 1999).
Note 5 - Earnings Per Share
Primary earnings per share are computed by dividing net income or
loss by the weighted average number of shares of common stock and
common stock equivalents outstanding during the period. Fully
diluted earnings are computed by dividing net income by the
weighted average number of shares of common stock and common stock
equivalents outstanding during the period as if outstanding
warrants were converted into common stock at the beginning of the
period.
<TABLE>
<CAPTION>
February 29, 2000 February 28, 1999
----------------- -----------------
<S> <C> <C>
Net income (loss) per common share $ 0.26 $ 0.19
Number of Shares - Primary 1,548,750 1,230,000
Fully diluted net income (loss)
per common and common equivalent
share 0.24 0.01
Number of Shares - Fully Diluted $ 1,658,750 $ 1,340,000
</TABLE>
The outstanding warrants are exercisable to June 2000 into 110,000 share at $10
per share.
Note 6 - Income Tax
At February 29, 2000 the Company had cumulative federal net
operating losses of approximately $1,850,000. The net operating
losses begin to expire on February 28, 2002.
The Company changed ownership during fiscal year ended February 29,
2000. Therefore the amount of the net operating loss available to
the Company is limited.
The amount of net operating loss available to the Company is
limited to the value of the old loss company multiplied by the long
term tax exempt rate. If the Company doesn't continue the same line
of business as the old ownership for a period of two years the net
operating loss available to the Company will be zero.
18
<PAGE>
GAMOGEN, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 7 - Major Customer
Sales include 12% (year ended February 29, 2000) and 13% (year
ended February 28, 1999) to one customer.
Sales to this customer will not continue in the upcoming years.
Note 8 - Other Costs and Expenses
Such costs and expenses for the year ended February 29, 2000
consists of the following:
Write off of inventory resulting from adjustment
in connection with the sale of assets $ 11,097
Write off of amount due from affiliate cancelled
upon sale of assets 73,137
Loss on sale of investment in Restore Joint
Venture 174,000
-----------
$ 258,234
===========
19
<PAGE>
ITEM 8. Changes In And Disagreements With Accountants On Accounting And
Financial Disclosure
There have been no disagreements with accountants with respect to accounting
and/or financial disclosure for any periods reported on in this Form 10-KSB.
PART III
ITEM 9. Directors, Executive Officers, Promoters And Control Persons: Compliance
With Section 16(A) Of The Exchange Act
The following table sets forth certain information concerning the current
directors and executive officers of Registrant:
Name and Address Age Position (Held Since)
---------------- --- ---------------------
Aaron A. Grunfeld 53 Chief Executive Officer, Director, 11/99
10390 Santa Monica Blvd.
Fourth Floor
Los Angeles, CA 90025
Harold S. Fleischman 58 Director, 11/99
15915 Ventura Blvd. Suite 301
Encino, CA 91436
Each director holds office for a one-year term until his successor has been
elected and qualified at the annual meeting of Registrant's shareholders. The
members of the Board of Directors serve without remuneration. Corporate Officers
are appointed by the Board of Directors and serve at the discretion of the
Board.
20
<PAGE>
ITEM 10. Executive Compensation
Andrew I. Sealfon, the former President of Registrant, received $129,750 in
salary from Repro-Med (including amounts attributable to services to Registrant
and Gyneco) during the fiscal year ended February 29, 2000. Under the agreement
between the Company and Repro-Med for reimbursement of operating expenses and
payroll costs, 25% of Mr. Sealfon's salary is allocated to the Company. Mr.
Sealfon has been granted incentive stock options in Repro-med under its 1995
Stock Option Plan.
Registrant reimburses officers and directors for travel and other expenses
incurred on behalf of Registrant. Registrant does not have a pension or profit
sharing plan.
ITEM 11. Security Ownership Of Certain Beneficial Owners And Management
The only voting security of Registrant is its common stock, par value $.01
per share. The persons set forth on the chart below are known to Registrant to
be the beneficial owners of more than five percent of Registrant's outstanding
voting common stock as of February 29, 2000. Information concerning the number
and percentage of shares of voting common stock of Registrant owned on record
and beneficially by management is set forth on the chart below:
<TABLE>
<CAPTION>
Name and Address Shares Owned Percentage Ownership
---------------- ------------ --------------------
<S> <C> <C>
Southridge Group LLC(1) 2,149,500 78%
c/o Aaron A. Grunfeld
10390 Santa Monica Blvd.
Fourth Floor
Los Angeles, Ca 90025
Aaron A. Grunfeld 50,000 2%
10390 Santa Monica Blvd.
Fourth Floor
Los Angeles, CA 90025
Harold Fleischman
[& Ruth Fleischman JT TEN] 10,000 less than 1%
15915 Ventura Blvd., Suite 301
Encino, CA 91436
Jack Brehm
[& Gilda Brehm Trust AU 12/03/85} 10,000 less than 1%
19501 Greenbriar Drive
Tarzana, CA 91356
</TABLE>
(1) Under rules and regulations promulgated by the SEC under the Act shares
owned by Southridge Group LLC may be deemed to be beneficially owned by Mr. Yale
Farar
21
<PAGE>
ITEM 12. Certain Relationships and Related Transactions
In connection with Southridge's November 1999 purchase of 649,200 shares of
Registrant's common stock from Repro-Med, as more fully described in ITEM 1
above, Registrant and Repro-Med entered into an agreement granting Repro-Med the
option to acquire Registrant's interest in the "Restore Joint Venture" between
Registrant and Repro-Med. The Company exercised its option and Repro-Med
acquired the Restore Joint Venture interest for 50,000 shares of common stock of
Registrant which were owned by Repro-Med.
On December 16, 1999, the board of directors of Registrant authorized the
issuance of 1,570,000 shares of Registrant's common stock to provide Registrant
with working capital to cover its costs of operation and other expenses. On or
about February 1, 2000, Registrant effected the sale of 1,500,000 shares to
Southridge Group LLC for an aggregate purchase price of $30,000. The remaining
70,000 shares were sold to officers and directors of Registrant, or issued in
partial compensation for services rendered.
The foregoing transactions are believed by the Company to be on terms no
less favorable to the Company than those that could have been obtained from
unaffiliated third parties.
PART IV
ITEM 13. Exhibits and Reports on Form 8-K
Registrant filed a Report on Form 8-K dated November 8, 1999 and a Report on
Form 8-K dated February 1, 2000.
22
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
GAMOGEN, INC.
/s/ Aaron A. Grunfeld
----------------------
Aaron A. Grunfeld, Director
and Chief Executive Officer
Dated: June 13, 2000
23
<PAGE>
EXHIBIT C
---------
<PAGE>
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 May 31, 2000
Commission File Number 0-15382
Gamogen Inc.
--------------------------------------------------------------------------------
(Exact name as specified in its charter)
New York 13-3341562
------------------------------ ------------------------------
(State or other jurisdiction of (IRS Employer
Incorporation or organization) Identification No.)
1930 Village Center Circle,
Suite 3-83, Summerlin, NV 89134
-------------------------------- ------------------------------
(Address of principal executive Zip Code
offices)
Registrants' telephone number, including area code (702) 615-5922
--------------------------------------------------------------------------------
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 May 31, 2000
----- ---------------------------
Common stock, $.01 par value 2,750,605 shares
<PAGE>
GAMOGEN INC.
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated balance sheets -
May 31, 2000 and February 29, 2000
Consolidated statements of operations -
Three months ended May 31, 2000 and 1999
Consolidated statements of cash flow -
Three months ended May 31, 2000 and 1999
Notes to consolidated financial statements - May 31, 2000
Item 2 Management's Discussion and Analysis of Financial Condition
And Results of Operations
PART II OTHER INFORMATION
SIGNATURES
<PAGE>
PART 1 - FINANCIAL INFORMATION
GAMOGEN INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
ASSETS May 31, 2000 Feb 29, 2000
------------ ------------
(Unaudited) (Note)
CURRENT ASSETS
Cash $ 26,661 $ 33,275
----------- -----------
TOTAL CURRENT ASSETS 26,661 33,275
NOTE RECEIVABLE 183,564 183,564
INTEREST RECEIVABLE 6,483 3,500
----------- -----------
TOTAL ASSETS $ 216,708 $ 220,339
=========== ===========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accrued expenses $ 10,294 $ 15,664
Due to Affiliate 106 1,081
----------- -----------
TOTAL CURRENT LIABILITIES 10,400 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) (1,419,155) (1,421,869)
----------- -----------
TOTAL STOCKHOLDERS' EQUITY 206,308 203,594
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 216,708 $ 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.
<PAGE>
GAMOGEN, INC AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three months ended May 31,
--------------------------
2000 1999
---- ----
NET SALES $ 0 $63,490
------- -------
COSTS AND EXPENSES:
Cost of goods sold 0 20,788
Selling, general and
Administrative 269 31,208
Depreciation and amortization 0 431
------- -------
TOTAL 269 52,427
------- -------
INCOME (LOSS) FROM OPERATIONS (269) 11,063
INTEREST AND OTHER
INCOME 2,983 4,795
------- -------
INCOME BEFORE
INCOME TAXES 2,714 15,858
Provision for Income Taxes 0 380
------- -------
NET INCOME) $ 2,714 $15,478
======= =======
INCOME PER
COMMON SHARE:
Primary nil $ 0.01
Fully diluted nil $ 0.01
The accompanying notes are an integral part of this statement.
<PAGE>
GAMOGEN, INC AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOW
(UNAUDITED)
Three months ended May 31,
--------------------------
2000 1999
-------- --------
Cash provided by (used in) operating activities $ (5,639) $ 13,981
-------- --------
Cash provided by in investing activities 49
--------
Financing activities:
Change in due to/from affiliates (975) (13,868)
---- -------
Net cash used in financing activities (975) (13,868)
---- -------
Net increase (decrease in cash and cash
equivalents (6,614) 162
Cash at beginning of period 33,275 8,589
-------- --------
Cash at end of period 26,661 $ 8,751
======== ========
Supplemental disclosures - cash paid for:
Income taxes $ 2,100 -0-
The accompanying notes are an integral part of this statement.
<PAGE>
GAMOGEN, INC. AND SUBSIDIARY
NOTES TO UNAUDITED CONSOLIDATED STATEMENTS
MAY 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 ended May 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.
<PAGE>
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 ended March 31, 2000 as Compared to
the three months ended March 31, 1999
Operations
----------
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
-------------------------------
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.
<PAGE>
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: June 16, 2000 /s/ Jack Brehm
-----------------------------
Jack Brehm
Chief Financial Officer
(Principal Accounting Officer)
<PAGE>
EXHIBIT D
---------
<PAGE>
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.
--------------------------------------------------------------------------------
(Exact name as specified in its charter)
New York 13-3341562
------------------------------ ------------------------------
(State or other jurisdiction of (IRS Employer
Incorporation or organization) Identification No.)
1930 Village Center Circle,
Suite 3-83, Summerlin, NV 89134
-------------------------------- ------------------------------
(Address of principal executive Zip Code
offices)
Registrants' telephone number, including area code (702) 615-5922
--------------------------------------------------------------------------------
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
----- ------------------------------
Common stock, $.01 par value 2,750,605 shares
<PAGE>
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
<PAGE>
PART 1 - FINANCIAL INFORMATION
GAMOGEN INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
ASSETS Aug 31, 2000 Feb 29, 2000
------ ----------- -----------
(Unaudited) (Note)
CURRENT ASSETS
Cash $ 3,125 $ 33,275
----------- -----------
TOTAL CURRENT ASSETS 3,125 33,275
NOTE RECEIVABLE 183,564 183,564
INTEREST RECEIVABLE 4,466 3,500
----------- -----------
TOTAL ASSETS $ 191,155 $ 220,339
=========== ===========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accrued expenses $ $ 15,664
Due to Affiliate 106 1,081
----------- -----------
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)
----------- -----------
TOTAL STOCKHOLDERS' EQUITY 191,049 203,594
----------- -----------
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.
<PAGE>
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
--------- --------- --------- ---------
COSTS AND EXPENSES:
Cost of goods sold 0 48,678 69,466
Selling, general and
Administrative 17,295 153,197 17,564 184,405
--------- ---------
Depreciation and amortization 6,562 6,993
--------- ---------
TOTAL 17,295 208,437 17,564 260,864
--------- --------- --------- ---------
(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
--------- --------- --------- ---------
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.
<PAGE>
GAMOGEN, INC AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOW
(UNAUDITED)
Six months ended Aug. 31,
-------------------------
2000 1999
---- ----
Cash (used in) operating activities $ (29,175) $ (27,580)
--------- ---------
Financing activities:
Change in due to/from affiliates (975) 124,999
--------- ---------
Net cash provided by (used in) financing
activities (975) 124,999
--------- ---------
Net increase (decrease) in cash and cash
equivalents (30,150) 97,419
Cash at beginning of period 33,275 8,589
--------- ---------
Cash at end of period $ 3,125 $ 106,008
========= =========
Supplemental disclosures - cash paid for:
Income taxes $ 3,037 $ 380
The accompanying notes are an integral part of this statement.
<PAGE>
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.
<PAGE>
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
-------------------------------------------------------------------------------
as Compared to the three months and six months ended August 31, 1999
--------------------------------------------------------------------
Operations
----------
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
-------------------------------
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.
<PAGE>
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
--------------------------------------
Jack Brehm
Chief Financial Officer
(Principal Accounting Officer)
