<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 November 30, 1999
Commission File Number 0-15382
Gamogen Inc.
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(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 3-183, Summerland, 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 outstandi ng of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at November 30, 1999
----- --------------------------------
Common stock, $.01 par value 1,230,000 shares
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GAMOGEN INC.
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated balance sheets -
November 30, 1999 and February 28, 1999
Consolidated statements of operations -
Three months ended November 30, 1999 and 1998 and
Nine months ended November 30, 1999 and 1998
Consolidated statements of cash flow -
Nine months ended November 30, 1999 and 1998
Notes to consolidated financial statements - November 30, 1999
Item 2 Management's Discussion and Analysis of Financial Condition
And Results of Operations
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
Signatures
1
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PART 1 - FINANCIAL INFORMATION
GAMOGEN INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
ASSETS 11-30-99 2-28-99
- ------ -------- -------
(Unaudited) (Note)
CURRENT ASSETS
Cash and cash equivalents $ $ 8,589
Short-term investments 81,352
Accounts receivable-net 24,196
Inventory 92,549
Prepaid expenses 3,903
Due from affiliate 176,889
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TOTAL CURRENT ASSETS 387,478
PROPERTY, PLANT AND EQUIPMENT - NET 4,421
NOTE RECEIVABLE - NOTE 1 183,564
OTHER ASSETS 2,500 188,790
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TOTAL ASSETS $ 186,064 $ 580,689
========== ==========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ $ 39
Accrued expenses 7,056
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TOTAL CURRENT LIABILITIES 7,095
STOCKHOLDERS' EQUITY
Common stock, $.01 par value, authorized
4,000,000 shares, issued and outstanding
1,230,000 shares 12,300 12,300
Warrants outstanding 40 40
Additional paid-in capital 1,579,723 1,579,723
Accumulated (deficit) (1,405,999) (1,018,469)
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TOTAL STOCKHOLDERS' EQUITY 186,064 573,594
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 186,064 $ 580,689
========== ==========
Note: The consolidated balance sheet at February 28, 1999 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>
3 MOS ENDED 3 MOS ENDED 9 MOS ENDED 9 MOS ENDED
11/30/99 11/30/98 11/30/99 11/30/98
-------- -------- -------- --------
SALES
<S> <C> <C> <C> <C>
Net sales of products ....... $ -0- $ 59,280 $ 121,357 $ 184,929
--------- --------- --------- ---------
COSTS AND EXPENSES:
Cost of goods sold .......... 38,207 69,466 94,466
Selling, general and
Administrative ............ 53,899 184,405 220,199
Depreciation and amortization 4,610 6,993 13,830
Other - Note 2 .............. 256,734 100,000 256,734 100,000
--------- --------- --------- ---------
TOTAL ....................... 256,734 196,716 517,598 428,495
--------- --------- --------- ---------
INTEREST AND OTHER
INCOME ...................... 2,559 9,471 13,066
--------- --------- ---------
(LOSS) BEFORE
INCOME TAXES ............... (256,734) (134,877) (386,770) (230,500)
Provision (benefit) for
Income taxes ............... -0- -0- (760) 250
--------- --------- --------- ---------
NET (LOSS) .................. $(256,734) $(134,877) $(387,530) $(230,750)
========= ========= ========= =========
(LOSS) PER
COMMON SHARE:
Primary ..................... $(0.21) $(0.11) $(0.32) $(0.19)
Fully diluted ............... $(0.18) $(0.09) $(0.27) $(0.16)
</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)
Nine Months Ended
-----------------
11/30/99 11/30/98
-------- --------
Net (loss) ........................................... $(387,530) $(230,750)
Adjustments to reconcile net loss to cash
provided by (used in) operating activities:
Depreciation and amortization ............... 6,993 13,830
Write-off of due from affiliate ............. 73,137
Write-off of investment in joint venture 172,500
Changes in operating assets and liabilities:
Decrease in short-term investments .......... 81,352 308,202
Decrease in prepaid expenses ................ 3,903
Decrease in accounts receivable ............. 24,196 11,397
Decrease in inventory ....................... 92,549 15,444
Increase in accounts payable ................ (39) 1,416
(Decrease) in accrued expenses .............. (7,056) (29,769)
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Cash provided by operating activities ................ 60,005 89,770
--------- ---------
Investing activities:
Note received from sale of assets ........... (183,564)
Other ....................................... 11,218
---------
Cash used in investing activities .................... (172,346)
---------
Financing activities:
Change in due to/from affiliates ............ 103,752 (75,318)
--------- ---------
Net increase (decrease in cash and cash
equivalents .......................................... (8,589) 14,452
Cash and cash equivalents at beginning
of period ............................................ 8,589 19,228
--------- ---------
Cash and cash equivalents at end of
period ............................................... $ -0- $ 33,680
========= =========
Supplemental disclosures - cash paid for:
Income taxes ....................................... $ 380 -0-
The accompanying notes are an integral part of this statement.
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GAMOGEN, INC. AND SUBSIDIARY
NOTES TO UNAUDITED CONSOLIDATED STATEMENTS
NOVEMBER 30, 1999
NOTE 1 - CHANGE IN OWNERSHIP AND OPERATIONS AND BASIS OF PRESENTATION
In November 1999 (effective as of September 1, 1999), a limited liability
company purchased 649,200 shares of common stock of Gamogen, Inc. ("Company").
constituting approximately 52.78% of the Company's issued and outstanding shares
from Repro-Med Systems, Inc. ("Repro-Med"). The purchase price included a
promissory note issued by the buyer (and guaranteed by its principal beneficial
owner). Concurrent with the sale of shares, the Company sold substantially all
of its assets to Repro-Med in exchange for the note. The note has a face amount
of $183,564, bears interest at the rate of 6 1/2% a year and is due in November
2002.
In connection with the above transaction, the Company and Repro-Med entered into
an agreement whereby Repro-Med could acquire the Company's interest in a Joint
Venture. Subsequent to November 30, 1999, Repro-Med acquired the Joint Venture
interest 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 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 nine months ended November 30, 1999 are
not necessarily indicative of the results that may be expected for the year
ending February 29, 2000. For further information refer to the financial
statements and footnotes included in Form 10-KSB for the year ended February 28,
1999 filed by the Company.
NOTE 2 - OTHER COSTS AND EXPENSES
Such costs and expenses for the three months ended November 30, 1999, consist of
the following:
Write-off of inventory resulting from adjustments in connection with
sale of assets $ 11,097
Write off of amount due from affiliate cancelled upon sale of assets 73,137
Write down of investment in Joint Venture to estimated fair market
of the Company's common stock received therefor (see NOTE 1) 172,500
--------
256,734
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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 nine months ended November 30,
1999 as Compared to the three months and nine months ended November 30, 1998
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.
During the three months ended November 30, 1999 the Company wrote off inventory
and amounts due from affiliate, aggregating $84,234 as a result of the sale.
Further, in connection with the sale, Repro-Med acquired the Company's interest
in a Joint Venture for 50,000 shares of the Company's common stock owned by
Repro-Med. The Company recorded a write-down of its investment in the Joint
Venture of $172,500.
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.
Many companies have older computer programs which recognize only the last two
digits of the year, which could cause such software to fail to operate in the
year 2000 unless the software is programmed or replaced. (the Year 2000
Problem). Since the Company has no active business operations, the Year 2000
Problem is not expected to affect the Company's current limited operations.
Consequently, the Company believes that the cost of addressing the Year 2000
Problem will have no material effect on the Company's financial position,
liquidity or operations.
<PAGE>
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
The Company filed Form 8-K under date of November 8, 1999 with
respect to:
Item 1 - Changes in Control of Registrant
Item 2.- Acquisition or disposition of Assets
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: January 4, 2000 /s/ Jack Brehm
--------------------------
Jack Brehm
Chief Financial Officer
(Principal Accounting Officer)
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> FEB-28-2000
<PERIOD-END> NOV-30-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 186,064
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 12,300
<OTHER-SE> 173,764
<TOTAL-LIABILITY-AND-EQUITY> 186,064
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 256,724
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (256,734)
<INCOME-TAX> 0
<INCOME-CONTINUING> (256,734)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (256,734)
<EPS-BASIC> (.21)
<EPS-DILUTED> (.18)
</TABLE>
