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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 November 30, 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 December 18, 2000
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Common stock, $.01 par value 1,375,302 shares
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GAMOGEN, INC.
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated balance sheets -
November 30, 2000 and February 29, 2000
Consolidated statements of operations -
Three months ended November 30, 2000 and 1999 and
nine months ended November 30, 2000 and 1999
Consolidated statements of cash flow Nine months ended
November 30, 2000 and 1999
Notes to consolidated financial statements - November 30, 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
<TABLE>
<CAPTION>
ASSETS Nov. 30, 2000 Feb 29, 2000
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(Unaudited) (Note)
CURRENT ASSETS
<S> <C> <C>
Cash ........................................................ $ 6,456 $ 33,275
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TOTAL CURRENT ASSETS ........................................ 6,456 33,275
NOTE RECEIVABLE ............................................. 183,564 183,564
INTEREST RECEIVABLE ......................................... 2,449 3,500
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TOTAL ASSETS ................................................ $ 192,469 $ 220,339
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LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accrued expenses ............................................ $ 1,473 $ 15,664
Due to Affiliate ............................................ 106 1,081
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TOTAL CURRENT LIABILITIES ................................... 1,579 16,745
STOCKHOLDERS' EQUITY - Note 2
Preferred stock, $.01 par value, authorized 1,000,000
shares, none issued (Nov. 30, 2000)
Common stock, $.01 par value, authorized 50,000,000
shares (Nov. 30, 2000) and 4,000,000 shares (Feb 29,
2000), issued and outstanding 1,375,302 shares (Nov. 30,
2000) and 2,750,605 shares (Feb 29,2000) .................... 13,750 27,500
Warrants outstanding ........................................ 40 40
Additional paid-in capital .................................. 1,611,673 1,597,923
Accumulated (deficit) ....................................... (1,434,573) (1,421,869)
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TOTAL STOCKHOLDERS' EQUITY .................................. 190,890 203,594
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TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY ...................................................... $ 192,469 $ 220,339
=========== ===========
</TABLE>
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 Nov. 30, Nine months ended Nov 30,
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2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
NET SALES .................................. $ -0- $ - 0- $ -0- $ 121,357
------ -------- ------- --------
COSTS AND EXPENSES:
Cost of goods sold ......................... 69,466
Selling, general and
Administrative ........................... 2,622 20,186 184,405
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Depreciation and amortization .............. 6,993
Other ...................................... 256,734 256,734
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TOTAL ...................................... 2,622 256,734 20,186 517,598
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(LOSS) FROM OPERATIONS ..................... (2,622) (256,734) (20,186) (396,241)
INTEREST AND OTHER
INCOME ..................................... 2,983 8,949 9,471
------ -------- ------- --------
INCOME (LOSS) BEFORE
INCOME TAXES .............................. 361 (256,734) (11,237) (386,770)
Provision for Income Taxes ................. 520 -0- 1,467 760
------ -------- ------- --------
NET (LOSS) ................................. $ (159) $(256,734) $ (12,704) $(387,530)
========= ========== ========= =========
(LOSS) PER
COMMON SHARE: - NOTE 2
Primary .................................... $ -0- $ (0.42) $ (0.01) $ (0.64)
Fully diluted .............................. $ -0- $ (0.36) $ (0.01) $ (0.54)
</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)
<TABLE>
<CAPTION>
Nine months ended Nov.30,
2000 1999
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<S> <C> <C>
Cash (used in) provided by operating activities $ (26,819) $ 60,005
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Investing activities:
Note received from sale of assets (183,564)
Other 11,218
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Cash used in investing activities (172,346)
Financing activities:
Change in due to/from affiliates (975) 103,752
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Net cash provided by (used in) financing activities (975) 103,752
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Net increase (decrease) in cash and cash
equivalents (26,819) (8,589)
Cash at beginning of period 33,275 8,589
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Cash at end of period $ 6,456 $ -0-
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Supplemental disclosures - cash paid for:
Income taxes $ 3,557 $ 380
</TABLE>
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, 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 nine months ended November 30, 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.
NOTE 2- SHAREHOLDERS' EQUITY
On October 4, 2000, the Company's Board of Directors proposed ,subject to
shareholders' approval, (i)an increase in authorized Common stock from 4,00,000
shares to 50,000,000 shares and authorized 1,000,000 shares of Preferred stock,
$.01 par value, and (ii). Reverse stock split of the outstanding Common stock
on a one for two basis. On December 15, 2000 the Company's shareholders
approved the foregoing.
Per share information in the accompanying financial statements have been
retroactively adjusted for the effect of the reverse stock split.
On December 19, 2000, the Company's Trading symbol was changed to GAMN.
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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,
2000 as Compared to the three months and nine months ended November 30, 2000
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
Items 1, 2, 3, and 5 - The answer to each item is none.
Item 4 - Submission of Matters to a Vote of Security Holders
A special meeting of shareholders was held on December 15, 2000 at which the
shareholders voted on the proposed increase in the authorized number of shares
of Common Stock, the authorization of shares of Preferred Stock and a reverse
split on the outstanding shares of Common Stock. The vote was as follows for
each proposal: 2,149,200 shares for, no shares against and no abstentions.
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: December 20, 2000 /s/ Jack Brehm
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Jack Brehm
Chief Financial Officer
(Principal Accounting Officer)
