<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
Quarterly report under Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended March 31, 1999
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Commission file number 1-9431
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ESCAGENETICS CORPORATION
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(Name of Small Business Issuer in Its Charter)
Delaware 94-3012230
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(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
Suite 605, 1075 Bellevue Way NE, Bellevue, WA 98004
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(Address of Principal Executive Offices) (Zip Code)
(206) 901-3595
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(Issuer's Telephone Number, Including Area Code)
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 for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for past 90 days.
Yes X No
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Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13, or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.
Yes X No
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The number of shares of the issuer's common stock outstanding as of May 1, 1999
was 73,402,516 shares, par value $0.0001 per share.
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PART 1
ITEM 1 - Financial Statements
ESCAGENETICS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Unaudited)
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<TABLE>
<CAPTION>
March 31,
1999
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<S> <C>
ASSETS
Current assets:
Cash $ 2,000
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Total assets $ 2,000
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LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY)
Current liabilities:
Accounts payable $ 7,000
Due to GFL Ultra Fund, Ltd. 98,000
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Total liabilities 105,000
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Shareholders' equity (deficiency):
Preferred stock; $0.01 par value; 1,000,000 shares
authorized; none issued or outstanding
Common stock; $0.0001 par value; 101,000,000 shares
authorized; 73,402,516 shares issued and outstanding 7,000
Additional paid-in capital 134,000
Accumulated deficit (244,000)
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Total shareholders' equity (deficiency) (103,000)
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Total liabilities and shareholders' equity (deficiency) $ 2,000
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</TABLE>
SEE NOTE TO FINANCIAL STATEMENTS
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ESCAGENETICS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
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<TABLE>
<CAPTION>
Three months ended March 31, Six months ended March 31,
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1999 1998 1999 1998
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<S> <C> <C> <C> <C>
Revenues:
Miscellaneous $ 0 $ 0 $ 0 $ 0
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Operating expenses:
Accounting and legal 19,000 2,000 35,000 5,000
General and administrative 12,000 3,000 14,000 6,000
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Total expenses 31,000 5,000 49,000 11,000
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Net loss (31,000) (5,000) (49,000) (11,000)
Accumulated deficit, beginning of period (213,000) (189,000) (195,000) (183,000)
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Accumulated deficit, end of period $ (244,000) $ (194,000) $ (244,000) $ (194,000)
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Net loss per share $ (0.00) $ (0.00) $ (0.00) $ (0.00)
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Weighted average common shares outstanding 73,402,516 73,402,516 73,402,516 73,402,516
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</TABLE>
SEE NOTE TO FINANCIAL STATEMENTS
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ESCAGENETICS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
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<TABLE>
<CAPTION>
Six months ended March 31,
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1999 1998
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<S> <C> <C>
Cash flows from operating activities:
Net loss $(49,000) $(11,000)
Adjustments to reconcile net loss to net cash flows
used in operating activities:
Changes in operating assets and liabilities:
Accounts payable 6,000 (2,000)
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Net cash used in operating activities (43,000) (13,000)
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Cash flows from financing activities:
Advances from GFL Ultra Fund, Ltd. 44,000 13,000
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Net cash provided by (used in) financing
activities 44,000 13,000
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Net increase in cash 1,000 0
Cash at beginning of period 1,000 0
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Cash at end of period $ 2,000 $ 0
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</TABLE>
SEE NOTE TO FINANCIAL STATEMENTS
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ESCAGENETICS CORPORATION AND SUBSIDIARIES
NOTE TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTH PERIODS ENDED MARCH 31, 1999 AND 1998
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1. Unaudited information
The consolidated financial statements for the three and six month periods
ended March 31, 1999 and 1998 are unaudited and reflect all adjustments
which are, in the opinion of management, necessary for the fair
presentation of the financial position and operating results for the
periods presented. Certain footnote disclosures normally included with
financial statements prepared in accordance with generally accepted
accounting principles have been omitted from these consolidated financial
statements. Accordingly, these unaudited consolidated financial statements
should be read in conjunction with the September 30, 1998 audited
consolidated financial statements and notes thereto included in the
Company's annual report on Form 10-KSB for the year ended September 30,
1998.
<PAGE>
ITEM 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations
Effective as of August 22, 1996 the Company was reorganized pursuant to a plan
of reorganization that was confirmed by the US Bankruptcy Court. Since the
reorganization date, the Company has adopted a September 30 fiscal year.
The Company has had no revenues from operations since the reorganization date.
The Company does not plan to continue the business activities that it previously
conducted. It plans to pursue a business combination or other strategic
transaction. No candidate for such a transaction has been identified. The
Company believes its status as a public company may be attractive to a private
company wishing to avoid an initial public offering but there is no guarantee
that a business combination or other strategic transaction will be consummated.
The Company expects to fund its expenses during fiscal 1999 with advances from
its majority shareholder, Genesee Holdings, Inc. ("Holdings"). These advances
are expected to total approximately $50,000 during fiscal 1999. The Company
expects Holdings to continue to fund its expenses until a business combination
or other strategic transaction is consummated. There is no guarantee that the
Company is a viable party for a business combination or other strategic
transaction. If a business combination or other strategic transaction is not
consummated in a timeframe suitable to Holdings or cannot be consummated due to
excessive cost or for any other reason, Holdings will cease to advance funds to
the Company.
The Company has no employees and no fixed assets. The Company does not
anticipate hiring any employees or purchasing any assets until such time as a
business combination or other strategic transaction is consummated or is
imminent.
PART II
ITEM 1 - Legal Proceedings
None.
ITEM 2 - Changes in Securities and Use of Proceeds
None.
ITEM 3 - Defaults Upon Senior Securities
None.
ITEM 4 - Submission of Matters to a Vote of Security Holders
None.
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ITEM 5 - Other Items
None.
ITEM 6 - Exhibits and Reports on Form 8-K
(a) Exhibits
27.1 Financial Data Schedule
(b) Forms 8-K
No reports on Form 8-K were filed during the quarter ended March 31, 1999.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
ESCAGENETICS CORPORATION
By
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Michelle Kline
President and Treasurer
(Principal Executive Officer and
Principal Financial Officer)
Dated:
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<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM UNAUDITED
CONSOLIDATED FINANCIAL STATEMENTS FILED WITH THE COMPANY'S MARCH 31, 1998
QUARTERLY REPORT ON FORM 10-QSB AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-END> MAR-31-1999
<CASH> 2,000
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,000
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,000
<CURRENT-LIABILITIES> 105,000
<BONDS> 0
0
0
<COMMON> 7,000
<OTHER-SE> (110,000)
<TOTAL-LIABILITY-AND-EQUITY> 2,000
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 49,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (49,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (49,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (49,000)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
