<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, 2000
Commission file number 1-9431
ESCAGENETICS CORPORATION
- -------------------------------------------------------------------------------
(Name of Small Business Issuer in Its Charter)
Delaware 94-3012230
- -------------------------------------------------------------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
Suite 605, 1075 Bellevue Way NE, Bellevue, WA 98004
- -------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(206) 901-3595
- -------------------------------------------------------------------------------
(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 ___
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 ___
The number of shares of the issuer's common stock outstanding as of April 1,
2000 was 73,402,516 shares, par value $0.0001 per share.
<PAGE>
PART I
ITEM 1 - Financial Statements
ESCAGENETICS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Unaudited)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
March 31,
2000
---------
<S> <C>
ASSETS
Current assets:
Cash $ 16,000
---------
Total assets $ 16,000
=========
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY)
Current liabilities:
Accounts payable $ 2,000
Due to Genesee Holdings Inc. 160,000
---------
Total liabilities 162,000
---------
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 (287,000)
---------
Total shareholders' equity (deficiency) (146,000)
---------
Total liabilities and shareholders' equity (deficiency) $ 16,000
=========
</TABLE>
SEE NOTE TO FINANCIAL STATEMENTS
<PAGE>
ESCAGENETICS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Three months Six months
ended March 31, ended March 31,
-------------------------- --------------------------
2000 1999 2000 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Revenues:
Miscellaneous $ 0 $ 0 $ 0 $ 0
----------- ----------- ----------- -----------
Operating expenses:
Accounting and legal 5,000 19,000 13,000 35,000
General and administrative 7,000 12,000 16,000 14,000
----------- ----------- ----------- -----------
Total expenses 12,000 31,000 29,000 49,000
----------- ----------- ----------- -----------
Net loss (12,000) (31,000) (29,000) (49,000)
Accumulated deficit, beginning of period (275,000) (213,000) (258,000) (195,000)
----------- ----------- ----------- -----------
Accumulated deficit, end of period $ (287,000) $ (244,000) $ (287,000) $ (244,000)
=========== =========== =========== ===========
Net loss per share $ (0.00) $ (0.00) $ (0.00) $ (0.00)
=========== =========== =========== ===========
Weighted average common shares outstanding 73,402,516 73,402,516 73,402,516 73,402,516
=========== =========== =========== ===========
</TABLE>
SEE NOTE TO FINANCIAL STATEMENTS
<PAGE>
ESCAGENETICS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Six months
ended March 31,
--------------------
2000 1999
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net loss $(29,000) $(49,000)
Adjustments to reconcile net loss to net cash flows
used in operating activities:
Changes in operating assets and liabilities:
Accounts payable (1,000) 6,000
-------- --------
Net cash used in operating activities (30,000) (43,000)
-------- --------
Cash flows from financing activities:
Advances from Genesee Holdings Inc. 43,000 44,000
-------- --------
Net cash provided by (used in) financing
activities 43,000 44,000
-------- --------
Net increase in cash 13,000 1,000
Cash at beginning of period 3,000 1,000
-------- --------
Cash at end of period $ 16,000 $ 2,000
======== ========
</TABLE>
SEE NOTE TO FINANCIAL STATEMENTS
<PAGE>
ESCAGENETICS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTH PERIODS ENDED MARCH 31, 2000 AND 1999
- -------------------------------------------------------------------------------
1. Unaudited information
The consolidated financial statements for the three and six month periods
ended March 31, 2000 and 1999 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, 1999
audited consolidated financial statements and notes thereto included in
the Company's annual report on Form 10-KSB for the year ended September
30, 1999.
<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. 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 2000 with advances from
its majority shareholder, Genesee Holdings, Inc. ("Holdings"). These advances
are expected to total approximately $50,000 during fiscal 2000. 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
ITEM 5 - Other Items
None
<PAGE>
ITEM 6 - Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit # Exhibit Title
--------- -------------
3.1 * Certificate of incorporation
3.2 ** By-laws
27.1 Financial Data Schedule
* Incorporated by reference to the Company's Form 10-QSB for the quarter
ended December 31, 1998.
** Incorporated by reference to the Company's Form 10-QSB for the quarter
ended December 31, 1996.
(b) Forms 8-K
No reports on Form 8-K were filed during the quarter ended March 31, 2000.
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 /s/ Michelle Kline
----------------------------------
Michelle Kline
President and Treasurer
(Principal Executive Officer and
Principal Financial Officer)
Dated: April 1, 2000
<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, 2000
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-30-1999
<PERIOD-END> MAR-31-2000
<CASH> 16,000
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 16,000
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 16,000
<CURRENT-LIABILITIES> 162,000
<BONDS> 0
0
0
<COMMON> 7,000
<OTHER-SE> (153,000)
<TOTAL-LIABILITY-AND-EQUITY> 16,000
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 29,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (29,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (29,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (29,000)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
