SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-KSB/A
(X) Annual Report pursuant to Section 13 or 15(d) of the Securities and
Exchange Act of 1934 for the fiscal year ended November 30, 1999
Commission File Number 0-16354
EXTEN INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 52-1412493
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(State or other jurisdiction of (IRS Employer ID No.)
incorporation or organization)
9620 CHESAPEAKE DRIVE, SUITE 201
SAN DIEGO, CALIFORNIA 92123
--------------------------------
(Address of principal executive offices)
(858) 496-0173
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(Registrant's telephone number, including area code)
Securities registered under Section 12(b) of the Exchange Act:
Title of each class on which registered Name of each exchange
Common Stock $0.01 per share (None)
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Securities registered pursuant to Section 12(g) of the Act:
None
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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 be file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes _X_ No ___
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure
will be contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this
Form 10-KSB or any amendment to this Form 10-KSB [X]
State issuer's revenues for its most recent fiscal year: $ 0 .
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State the aggregate market value of the voting and non-voting common
equity held by non-affiliates of the issuer (based upon 37,963,107 shares held
by non-affiliates and the closing price of $.85 per share for the common stock
on the over-the counter market as of February 23, 2000: $ 32,268,640.
State the number of shares of the issuer's common stock, par value. 01,
outstanding as of February 23, 2000: 49,501,019.
DOCUMENTS INCORPORATED BY REFERENCE
None.
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Transitional Small Business Disclosure Format (check one): Yes ____ No _X_
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<PAGE>
Item 8. CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
The Company engaged the independent accounting firm of Logan Throop and Co.,
LLP in 2000. J. H. Cohn, LLP resigned as the Company's auditor in 2000.
The resignation did not arise out of any disagreement between the Company and
J. H. Cohn regarding any matter.
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<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15D of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized,
EXTEN INDUSTRIES, INC.
(Registrant)
By /s/ W. Gerald Newmin
W. Gerald Newmin
Chairman & CEO
Dated 7/11/00
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ W. Gerald Newmin Chairman ,CEO,
W. Gerald Newmin and Secretary 07/11/00
/s/ Jerry G. Simek President, COO 07/11/00
Jerry G. Simek and Treasurer
/s/ Farrest Loper Director 07/11/00
Farrest Loper
/s/ Ed Sigmond Director 07/11/00
Ed Sigmond
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<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders
Exten Industries, Inc.
San Diego, California
We have audited the accompanying consolidated balance sheet of Exten
Industries, Inc. and Subsidiary (a development stage company) as of November
30, 1999, and the related consolidated statements of operations, stockholders'
deficiency and cash flows for the year then ended. 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 audit 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 of the financial statements
provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Exten Industries, Inc. and
Subsidiary as of November 30, 1999, and the results of its operations and cash
flows for the year then ended in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 3 to the
consolidated financial statements, the Company has sustained recurring losses
and negative cash flows for several years and it had a working capital
deficiency and was in default under the terms of three of its loan agreements
at November 30, 1999. These conditions raise substantial doubt about the
Company's ability to continue as a going concern. Management's plans in regard
to these matters are also described in Note 3 to the consolidated financial
statements. The consolidated financial statements do not include any
adjustments relating to the recoverability and classification of reported asset
amounts and classification of liabilities that might result from the outcome of
this uncertainty.
Logan Throop & Co., LLP
San Diego, California
February 22, 2000
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<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors and Stockholders
Exten Industries, Inc.
We have audited the accompanying consolidated balance sheet of Exten Industries,
Inc. and Subsidiary as of November 30, 1998, and the related consolidated
statements of operations, stockholders' deficiency and cash flows for the year
ended November 30, 1998. 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 audit 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 financial position of Exten Industries,
Inc. and Subsidiary as of November 30, 1998, and their results of operations and
cash flows for the year then ended in conformity with generally accepted
accounting principles.
The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 3 to the
consolidated financial statements, the Company has sustained recurring losses
and negative cash flows for several years and it had a working capital
deficiency and was in default under the terms of one of its loan agreements at
November 30, 1998. These conditions raise substantial doubt about the Company's
ability to continue as a going concern. Management's plans in regard to these
matters are also described in Note 3 to the consolidated financial statements.
The consolidated financial statements do not include any adjustments relating to
the recoverability and classification of reported asset amounts or the amounts
and classification of liabilities that might result from the outcome of this
uncertainty.
As discussed in Note 4, the accompanying 1998 consolidated financial statements
reflect prior period adjustments for the effects of the overstatement of certain
expenses and liabilities in previously issued financial statements.
J. H. COHN LLP
San Diego, California
March 2, 1999
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<PAGE>
Exten Industries, Inc. and Subsidiary
(a development stage company)
Consolidated Balance Sheets
<TABLE>
===============================================================================
November 30, 1999 1998
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<S> <C> <C>
ASSETS
Current assets
Cash $ 228 $ 14,310
Prepaid research 81,863 -
-------------------------------------------------------------------------------
Total current assets 82,091 14,310
Real estate held for sale 47,200 47,200
Patent costs and other intangibles 40,737 38,667
Equipment, net of accumulated depreciation 1,284 1,650
-------------------------------------------------------------------------------
Total assets $ 171,312 $ 101,827
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LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities
Accounts payable $ 83,574 $ 64,870
Accrued expenses to be satisfied
by the issuance of common stock 470,450 124,093
Other accrued expenses 68,822 227,681
Advances from officer 66,078 37,989
Notes payable 77,590 382,617
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Total current liabilities 766,514 837,250
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Noncurrent notes payable 403,545 15,000
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Total liabilities 1,170,059 852,250
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Minority interest in subsidiary 1,153 863
Stockholders' deficiency
Preferred convertible stock, series H,
par value $.01, 5,000,000 shares
authorized, 22,622 and 0 shares
issued and outstanding. 226 -
Common stock, par value $.01,
50,000,000 shares authorized,
49,501,019 and 48,349,669 shares
issued and outstanding. 495,010 483,496
Common stock subscribed and unissued
498,981 and 1,650,331 shares
respectively. 4,989 16,502
Additional paid in capital 9,916,080 9,649,212
Deficit accumulated prior to the
development stage (10,084,284) (10,084,284)
Deficit accumulated during the
development stage (1,331,921) (816,212)
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Total stockholders' deficiency (999,900) (751,286)
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Total liabilities and stockholders'
deficiency $ 171,312 $ 101,827
===============================================================================
</TABLE>
See accompanying notes and Independent Auditors' report
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<PAGE>
Exten Industries, Inc. and Subsidiary
(a development stage company)
Consolidated Statements of Operations
<TABLE>
==================================================================================================
Period from February 28, 1997
(inception of development
stage)
to November 30, 1999
Years ended November 30, 1999 1998 (unaudited)
--------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Operating expenses
General and administrative 330,514 594,908 1,346,976
Research and development 145,940 191,712 172,249
Depreciation 367 183 24,025
--------------------------------------------------------------------------------------------------
Total operating expenses 476,821 786,803 1,543,250
--------------------------------------------------------------------------------------------------
Loss from operations (476,821) (786,803) (1,543,250)
--------------------------------------------------------------------------------------------------
Other income (expense)
Interest expense (46,345) (24,254) (98,508)
Minority interest in loss of subsidiary 8,602 - 8,602
--------------------------------------------------------------------------------------------------
Total other income (expense) (37,743) (24,254) (89,906)
--------------------------------------------------------------------------------------------------
Net loss before extraordinary item (514,564) (811,057) (1,633,156)
Net gain (loss) on extinguishments
of debt - (620) 302,380
--------------------------------------------------------------------------------------------------
Net loss $(514,564) $(811,677) $(1,330,776)
==================================================================================================
Loss per share $ (0.01) $ (0.02) $ (0.03)
Average number of shares outstanding 49,405,073 41,549,599 42,605,003
</TABLE>
See accompanying notes and Independent Auditors' report
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<PAGE>
Exten Industries, Inc. and Subsidiary
(a development stage company)
Consolidated Statements of Stockholders' Deficiency
<TABLE>
===============================================================================================================
Series H
Common Convertible Common Total
Stock Preferred stock Accumulated Stockholders'
Shares Shares Amount subscribed deficit deficiency
---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Balance at February 28, 1997
inception of development
stage (unaudited) 29,968,382 - $ 9,207,400 - $(10,084,284) $(876,884)
Issuance of stock for cash
(unaudited) 120,000 - 6,000 - - 6,000
Issuance of stock for
services (unaudited) 3,798,038 - 93,949 - - 93,949
Issuance of stock for
settlement of accounts
payable (unaudited) 750,000 - 30,000 - - 30,000
Issuance of stock to
officer unpaid at end
of year (unaudited) 2,500,222 - 140,040 (140,040) - -
Net loss (unaudited) - - - - (4,535) (4,535)
---------------------------------------------------------------------------------------------------------------
Balance at November 30, 1997 37,136,642 - 9,477,389 (140,040) (10,088,819) (751,470)
Issuance of stock for
cash, net 625,000 - 25,000 - - 25,000
Issuance of stock for
services 10,040,027 - 511,177 - - 511,177
Issuance of stock for
settlement of accounts
payable 48,000 - 2,880 - - 2,880
Issuance of stock for
settlement of notes
payable 500,000 - 30,000 - - 30,000
Effect of issuance of stock
by subsidiary for
consideration in excess
of underlying book value - - 49,137 - - 49,137
Services provided by
officer to extinguish
receivable from sale
of stock - - - 140,040 - 140,040
Stock subscribed - - 37,125 16,502 - 53,627
Net loss - - - - (811,677) (811,677)
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Balance at November 30, 1998 48,349,669 - 10,132,708 16,502 $(10,900,496) $(751,286)
Issuance of stock for
legal settlement - 22,622 176,000 - - 176,000
Issuance of stock
subscribed 1,151,350 - 11,513 (11,513) - -
Effect of issuance of
stock by subsidiary
for consideration in
excess of underlying
book value - - 91,095 - - 91,095
Dividend paid to preferred
minority shareholders - - - - (1,145) (1,145)
Net loss - - - - (514,564) (514,564)
---------------------------------------------------------------------------------------------------------------
Balance at November 30, 1999 49,501,019 22,622 $10,411,316 $ 4,989 $(11,416,205) $(999,900)
===============================================================================================================
</TABLE>
See accompanying notes and Independent Auditors' report
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<PAGE>
Exten Industries, Inc. and Subsidiary
(a development stage company)
Consolidated Statements of Cash Flows
<TABLE>
========================================================================================================
Period from inception of
development stage to
November 30, 1999
Years ended November 30, 1999 1998 (unaudited)
--------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(514,564) $(811,677) $(1,330,776)
Adjustments to reconcile net loss to
net cash used by operating activities:
Minority interest in loss of subsidiary (8,602) - (8,602)
Common stock issued for services - 511,177 714,909
Note issued for compensation - - 15,133
Depreciation and amortization 367 183 24,025
Gain (loss) on extinguishment of debt - 620 (302,380)
(Increase) decrease other current assets (81,863) - (65,196)
Increase (decrease) accounts payable 18,704 3,094 (20,997)
Increase (decrease) accrued expenses 419,006 115,884 580,465
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Net cash used by operating activities (166,952) (180,719) (393,419)
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CASH FLOWS FROM INVESTING ACTIVITIES:
Patent costs (2,070) (1,441) (40,737)
Purchase of property and equipment - (1,833) (1,833)
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Net cash used by investing activities (2,070) (3,274) (42,570)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes and loans payable 28,000 80,000 240,500
Payments of notes and loans payable - - (50,000)
Proceeds from sale of stock - 25,000 31,000
Proceeds from sale of stock by subsidiary 99,996 32,399 132,395
Advances from officer 28,089 37,989 66,078
Dividends paid-subsidiary preferred stock (1,145) - (1,145)
Proceeds from subscriptions for purchase of
common stock of subsidiary - - 17,601
--------------------------------------------------------------------------------------------------------
Net cash provided by financing activities 154,940 175,388 436,429
--------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash (14,082) (8,605) 440
Cash at beginning of period 14,310 22,915 (212)
--------------------------------------------------------------------------------------------------------
Cash at end of period $ 228 $ 14,310 $ 228
========================================================================================================
Supplemental disclosures:
Interest paid $ 5,940 $ 10,749 $ 31,185
Noncash transactions
Issuance of stock for legal settlement $ 176,000
Note payable issued for accrued liabilities $ 20,000 $ 11,500
Note payable increased by accrued interest $ 30,518
Stock subscribed for accrued expenses
to be satisfied by the issuance of stock $ 18,961
</TABLE>
See accompanying notes and Independent Auditors' report
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<PAGE>
Exten Industries, Inc. and Subsidiary
(a development stage company)
Notes to Consolidated Financial Statements
Years ended November 30, 1999 and 1998
1. ORGANIZATION AND OPERATIONS
ORGANIZATION
Exten Industries, Inc. (Exten) is a holding company that is in the business of
developing, through its subsidiary, Xenogenics Corporation (Xenogenics), a
synthetic bio-liver ("SYBIOL") technology. Xenogenics was incorporated in
February 1997 when Exten had written off the majority of its other holding
investments and started focusing on the research and development of the
SYBIOL(R) technology. Exten and its subsidiary (together the "Company"),
therefore reentered the development stage with the formation of Xenogenics
Corporation.
OPERATIONS
Since inception of the development stage, the Company has been engaged in
research and development, organizational activities, and obtaining financing.
Through November 30, 1999, the Company has incurred development stage losses of
$1,330,776. The technology was developed by Cedars Sinai Medical Center. The
Company acquired all rights to the SYBIOL(R) technology in 1993 and has applied
for trademark protection for the SYBIOL(R) trade name. In addition the rights
to the technology on the process utilized by the Company's SYBIOL(R) device
were pending as of November 30, 1999.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF CONSOLIDATION
The consolidated financial statements include the accounts of Exten and its
subsidiary (together the "Company"). All significant intercompany balances and
transactions have been eliminated in consolidation.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
IMPAIRMENT OF LONG-LIVED ASSETS
In accordance with Statement of Financial Accounting Standards No. 121,
Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed of ("SFAS 121 "), impairment losses on real estate and other long-
lived assets are recognized when events or changes in circumstances indicate
that the undiscounted cash flows estimated to be generated by such assets are
less than their carrying value and, accordingly, all or a portion of such
carrying value may not be recoverable. Impairment losses are then measured by
comparing the fair value of assets to their carrying amounts.
The Company's real estate held for sale was determined to be impaired prior to
1996 and, accordingly, it is stated at fair value, in accordance with SFAS 121,
based upon management's estimate of the amount that will be recovered from the
ultimate sale of the real estate.
PATENT COSTS
Patent costs are recorded at cost and will be amortized over the estimated
useful life using the straight-line method once finalized. Each patent will be
continually evaluated by management to determine if its carrying value will be
realized based upon the estimated discounted cash flow expected from the
patent. Additional amortization will be recognized in a period a decline in
value is identified. Because the patent is still pending amortization has not
yet commenced.
EQUIPMENT
Property and equipment are stated at cost and depreciated over the estimated
useful lives of the assets (one to five years) using the straight-line method.
INCOME TAXES
Deferred income taxes are provided for the estimated tax effects of timing
differences between income for tax and financial reporting. A valuation
allowance is provided against deferred tax assets, where realization is
uncertain. The income tax provision or credit is the tax payable or refundable
for the period plus or minus the change during the period in deferred tax
assets
and liabilities.
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<PAGE>
EARNINGS (LOSS) PER SHARE
Effective November 30, 1998, the Company adopted the provisions of Statement of
Financial Accounting Standards No. 128, Earnings per Share ("SFAS 128"), which
replaced the presentation of "primary" and "fully-diluted" earnings (loss) per
common share required under previously promulgated accounting standards with
the presentation of "basic" and "diluted" earnings (loss) per common share.
Basic earnings (loss) per common share is calculated by dividing net income or
loss by the weighted average number of common shares outstanding during the
period. The calculation of diluted earnings (loss) per common share is similar
to that of basic earnings (loss) per common share, except that the numerator
and denominator are adjusted to reflect the decrease in earnings per share or
the increase in loss per share that could occur if securities or other
contracts to issue common stock, such as stock options and convertible notes,
were exercised or converted into common stock that then shared in the Company's
earnings or loss.
The Company was required to compute primary and diluted loss per share amounts
for 1999 and 1998 pursuant to SFAS 128. Since the Company and its subsidiary
had losses applicable to common stock in 1999 and 1998, the assumed effects of
the exercise of outstanding stock options and conversion of notes were anti-
dilutive and, accordingly, dilutive per share amounts have not been presented
in the accompanying consolidated statements of operations.
3. GOING CONCERN MATTERS
The Company has incurred net losses for several years, including net losses of
$514,564 in 1999 and $811,677 in 1998. Management does not expect the Company
to generate significant revenues in the near future. At November 30, 1999, the
Company's stockholders' deficiency was $999,900 and its current liabilities
exceeded its current assets by $684,423.
Additionally, even though the Company has been able to satisfy obligations for
certain operating expenses by issuing shares of the Company's common stock,
operating activities still generated negative cash flows aggregating $166,952
in 1999 and $180,719 in 1998. Furthermore, judgments and claims against the
Company relating to loan guarantees, and amounts owed current and former
suppliers continue to accumulate and it is in default under the terms of three
of its loan agreements (see Note 9). These factors, among others, raise
substantial doubt about the Company's ability to continue as a going concern.
In order to continue as a going concern, develop and commercialize its
technology and, ultimately, achieve a profitable level of operations, the
Company will need, among other things, additional capital resources.
Management's plans to obtain such resources for the Company include (1) raising
additional capital through sales of common stock, the proceeds of which would
be used to perfect the Company's patent position in its SYBIOL(R) technology
and satisfy immediate operating needs; (2) continuing to use common stock to
pay for consulting and professional services; (3) negotiating reductions in
existing liabilities; and (4) selling nonproductive assets. In addition,
management is continually seeking other potential joint venture partners or
merger candidates that would provide financial, technical and/or marketing
resources to enable the Company to realize the potential value of its
technology. However, Management cannot provide any assurances that the Company
will be successful in accomplishing any of its plans.
The ability of the Company to continue as a going concern is dependent upon its
ability to successfully accomplish the plans described in the preceding
paragraph and eventually secure other sources of financing and attain
profitable operations. The accompanying consolidated financial statements do
not include any adjustments that might be necessary should the Company be
unable to continue as a going concern.
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<PAGE>
4. CORRECTION OF PRIOR YEAR FINANCIAL STATEMENTS
During the year the Company discovered that research expenses, under a contract
with a university, had been accrued without consideration to all the facts
actually available at the time. This resulted in a material error in prior
year financial statements. The effect on the 1998 financial statements was as
follows:
Previously
Adjusted stated Total
November 30, 1998 balance balance adjustment
===============================================================================
Other accrued expenses $ 227,681 $ 413,337 $(185,656)
Research and development expenses $ 100,862 $ 286,518 $(185,656)
Net loss $(811,677) $(997,333) $ 185,656
===============================================================================
A second error was discovered in the treatment of stock to be issued for
services. In prior years, the Company had erroneously accounted for such Board
approved shares as a liability until the shares were issued. According to
generally accepted accounting principles a commitment that is quantified in
shares should be shown as stock subscribed until issued. Prior years financial
statements have been restated to reflect the shares approved by the Board of
Directors up to the maximum authorized shares. Because the Company has
committed to issuing more shares than the 50,000,000 authorized, the excess is
reflected as a liability. This error did not affect the net loss. The effect
of this correction is as follows:
Previously
Adjusted stated Total
November 30, 1998 balance balance adjustment
===============================================================================
Accrued expenses to be satisfied
by the issuance of common stock $ 124,093 $ 177,720 $ (53,627)
Additional paid in capital $9,649,212 $9,612,087 $ 37,125
Common stock subscribed and unissued. $ 16,502 $ 0 $ 16,502
===============================================================================
5. REAL ESTATE HELD FOR SALE
Real estate held for sale as of November 30, 1999 consisted of a parcel of
undeveloped land near the Grand Canyon. The land was originally purchased in
February 1992 for $1,654,000 and written down to its estimated fair market
value of $47,200 in 1995.
6. EQUIPMENT, NET OF ACCUMULATED DEPRECIATION
Equipment, net of accumulated depreciation consists of the following:
November 30, 1999 1998
===============================================================================
Computer equipment $ 1,834 $ 1,834
Less accumulated depreciation (550) (183)
-------------------------------------------------------------------------------
$ 1,284 $ 1,651
===============================================================================
7. EXTINGUISHMENTS OF DEBT
During 1998 and 1997, the Company extinguished debts that had carrying values
more or less than the fair value of the consideration transferred to the
creditors and realized gains and losses as shown below. These were classified,
in accordance with generally accepted accounting principles, as extraordinary
items in the accompanying consolidated statements of operations:
November 30, 1998
===============================================================================
Settlement of accounts payable $ 30,000
Settlement of note payable (30,620)
-------------------------------------------------------------------------------
$ (620)
===============================================================================
The Company reversed a contingent payment it had accrued as of
November 30, 1997 and recognized an extraordinary gain of $30,000 in 1998.
Pursuant to a tentative agreement dated September 7, 1998 the Company
extinguished a note payable and accrued interest thereon with an aggregate
carrying value of $171,100 by agreeing to issue a total of 3,590,664 shares of
common stock to the creditor with a total fair value of $201,720. Accordingly,
the Company recognized a loss on the extinguishment of debt of $30,620 in 1998.
Subsequently in 1999 the note was settled for 22,622 shares of preferred
convertible stock in lieu of the 3,590,664 shares of common stock.
8. ADVANCES FROM OFFICER
An officer of the Company incurred expenses on behalf of the Company and agreed
to defer payment. Advances from the officer are due on demand and accrue
interest at the Wall Street Journal prime rate.
9. NOTES PAYABLE
Notes payable consisted of the following:
November 30, 1999 1998
===============================================================================
Note payable to minority shareholder, with
interest at the prime rate, 8.25% at
November 30, 1999, due on April 6, 2001.
(b), (d) $ 195,000 $ 195,000
Note payable to related party, with interest
at the prime rate, 8.25% at November 30, 1999,
due on October 28, 1999. (a), (d) 25,000 0
Note payable to related party, with interest
at the prime rate, 8.25% at November 30, 1999,
due on January 5, 2001. (d) 25,000 0
Note payable to officer, with interest at the
prime rate, 8.25% at November 30, 1999, due on
June 1, 2001. (b), (c) 199,063 168,545
Note payable to officer, with interest at 12%,
due on March 31, 2000. (b) 3,000 0
Notes payable to unrelated parties:
2 loans with interest at 10%, due on
April 17, 1999. (a), (e) 15,000 15,000
With interest at 8%, due on
November 10, 2000. (e) 15,000 15,000
Note payable to attorneys for
professional fees. 4,072 4,072
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Total 481,135 397,617
Less current portion (77,590) (382,617)
-------------------------------------------------------------------------------
Non-current portion $ 403,545 $ 15,000
===============================================================================
a) In default at November 30, 1999.
b) Interest on loans to related parties totaled $16,250 and $15,407 in 1999 and
1998, respectively.
c) Convertible into common shares of Xenogenics at $1.00 per share.
d) Convertible into common shares of Xenogenics at prices, based on a formula,
ranging from $1.00 to $3.00 per share.
e) Convertible into common shares of Xenogenics at $1.875 per share.
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<PAGE>
10. STOCKHOLDERS' DEFICIENCY
NON-CASH STOCK ISSUANCES
During 1999, the Company issued shares of common stock, which were valued at
their fair market value at the date of Board approval, in the following
non-cash transactions:
> 1,151,350 shares, valued at $34,711, were issued for consulting services
and directors' fees.
> The Company further issued 22,622 shares of series H convertible preferred
stock valued at $176,000 in accordance with a final settlement agreement.
The preferred shares are convertible into 100 shares of common stock. The
Company has the right to redeem the shares at a price of $10 per share.
During 1998, the Company issued shares of common stock, which were valued at
their fair market value at the date of issuance, in the following non-cash
transactions:
> 10,040,027 shares, valued at $511,177, were issued for consulting services
and directors' fees.
> 500,000 shares, valued at $30,000, were issued in connection with
agreements for the settlement of notes payable.
> 48,000 shares, valued at $2,880, were issued in connection with an
agreement for the settlement of an account payable.
> A receivable of $140,040 from the sale of shares to an officer in 1997 was
extinguished through the provision of services with equivalent fair value
which was a noncash transaction in 1998.
STOCK OPTIONS
The Company has granted options to purchase common stock to various
individuals, officers and directors of the Company in return for various
services rendered to the Company. Since the Company has adopted the
disclosure-only provisions of Statement of Financial Accounting Standards
No. 123, Accounting for Stock-Based Compensation ("SFAS 123") and the exercise
price of all of the options granted in 1999 and 1998 was equal to or greater
than fair value, no earned or unearned compensation cost was recognized in the
accompanying consolidated financial statements for stock options granted by the
Company or its subsidiary in 1999 and 1998. However, even if compensation cost
had been computed based on the fair value at the grant date for all awards in
1999 and 1998 consistent with the provisions of SFAS 123 and recognized in the
financial statements, the Company's net loss in 1999 and 1998, and the related
per share amounts, would not have been materially different from the amounts
reported in the accompanying 1999 and 1998 consolidated statement of
operations,
Changes during the years ended November 30, 1999 and 1998 in common stock
options outstanding for the Company were as follows:
November 30, 1999 1998
===============================================================================
Weighted Weighted
Shares or average Shares or average
price exercise price exercise
per share price per share price
===============================================================================
Options outstanding at
beginning of year 1,977,500 $.10 2,420,000 $.25
Options granted 0 0 957,500 $.09
Options amended to extend
terms (expired in prior year.) 300,000 $.50
Options cancelled or expired 0 0 (1,400,000) $.35
===============================================================================
Options outstanding at
end of year 2,277,500 $.14 1,977,500 .10
===============================================================================
Options price range at
end of year $.04 - $.50 $.04 - $.10
===============================================================================
Exercisable at end of year 2,164,167 1,830,833
===============================================================================
The following table summarizes information about stock options outstanding at
November 30, 1999 and 1998, all of which are at fixed prices:
Exercise Price Number of options Contractual life of Number of options
outstanding options outstanding exercisable
===============================================================================
$.04 37,500 1.9 37,500
$.06 800,000 1.0 800,000
$.10 220,000 1.2 146,667
$.10 60,000 2.1 40,000
$.10 60,000 3.1 40,000
$.50 300,000 3.7 300,000
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2,277,500 2,164,167
===============================================================================
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<PAGE>
COMMON STOCK OF SUBSIDIARY
Prior to 1998, Xenogenics had been a wholly-owned subsidiary of Exten. As of
November 30, 1998, Xenogenics was authorized to issue up to 50,000,000 shares
of common stock and Exten owned 1,500,000 (98.7%) of the 1,520,000 shares that
were outstanding. The 20,000 shares held by the minority stockholders were
purchased pursuant to the terms of a private placement memorandum for $50,000,
or $2.50 per share, during 1998. The proceeds of the sale exceeded Exten's
proportionate interest in Xenogenics by $49,137 which the Company recorded as
an increase in additional paid-in capital and the balance of $863 was recorded
as an increase in minority interest.
PREFERRED STOCK OF SUBSIDIARY
During 1999, Xenogenics issued 16,667 shares of series A convertible limited
term preferred stock for total proceeds of $99,996. The shares are convertible
into 83,335 shares of Xenogenics common stock. The proceeds of the sale
exceeded Exten's proportionate interest in Xenogenics by $91,095, which the
Company recorded as an increase in additional paid-in-capital and the balance
of 8,901 was recorded as an increase in minority interest.
Xenogenics preferred shares call for monthly dividends of 7% per annum. During
1999 $1,145 was paid. Including the preferred shares Exten owned 93.6% of
Xenogenics at November 30, 1999.
STOCK OPTIONS OF SUBSIDIARY
During 1997 and 1999, the Company's subsidiary, Xenogenics, granted options to
acquire 494,063 shares of its common stock at $1.00 per share to various
individuals, officers and directors of Xenogenics in connection with the issue
of notes and in return for services rendered. No options were, exercised or
cancelled during 1999.
COMMON STOCK RESERVED OF SUBSIDIARY
As of November 30, 1999, Xenogenics also had a maximum of 337,563 shares of
common stock reserved for the possible conversion of notes payable (Note 9).
11. LEASE COMMITMENTS:
The Company subleases its office space on a month-to-month lease. Rent expense
was $5,623 in 1999 and $13,198 in 1998.
12. INCOME TAXES
As of November 30, 1999, the Company had net operating loss carryforwards and
other temporary differences arising primarily from the write-down of real
estate totaling more than $5,150,000. The net operating loss carryforwards,
before any limitations, expire on various dates through 2019.
Due to the uncertainties related to, among other things, the extent and timing
of its future taxable income, the Company has offset the deferred tax assets
attributable to the potential benefits from the net operating loss
carryforwards and the other temporary differences by an equivalent valuation
allowance as shown below:
November 30, 1999
===============================================================================
Deferred tax assets:
Net operating loss carryforwards $1,750,000
Valuation allowance for deferred tax assets (1,750,000)
-------------------------------------------------------------------------------
Net deferred tax asset $ 0
===============================================================================
13. SUBSEQUENT EVENTS
The Company is in the process of raising capital by negotiating an agreement to
sell additional common stock of the Company and its subsidiary.
The Company has renegotiated various notes payable to a minority shareholder
and related parties, along with the preferred shares in Xenogenics Corporation
held by the same shareholder. In accordance with the new agreement the
shareholder will receive 345,000 shares of Xenogenics Corporation common stock
in return for notes totaling $245,000 and the 16,667 series A preferred shares
outstanding in the subsidiary.
In addition the Company is in the process of renegotiating the remainder of the
notes that are in default as of November 30, 1999.
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