SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
[x] Quarterly report under Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended: June 30, 1999
[ ] Transition report under Section 13 or 15(d) of the Exchange Act
For the transition period from _____________ to _______________
Commission file number: 0-22865
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VERSAILLES CAPITAL CORPORATION
- -------------------------------------------------------------------------
(Exact Name of Small Business Issuer as Specified in Its Charter)
Colorado 84-1044910
- ------------------------------------- ---------------------------------
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
21550 Oxnard Street, Suite 830, Woodland Hills, California 91367
- -------------------------------------------------------------------------
(Address of Principal Executive Offices)
(818) 676-0404
- -------------------------------------------------------------------------
(Issuer's Telephone Number, Including Area Code)
N/A
- -------------------------------------------------------------------------
(Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report)
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 the past 90 days.
Yes X No
----- -----
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:
As of July 30, 1999, 43,042,856 shares of the issuer's Common Stock,
--------------------------------------------------------------------
$0.05 par value per share, were outstanding.
--------------------------------------------
Transitional Small Business Disclosure Format (check one):
Yes No X
----- -----
<PAGE>
VERSAILLES CAPITAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
PART I FINANCIAL INFORMATION PAGE NO.
Item 1. Financial Statements:
Consolidated Balance Sheet - March 31, 1999 and
June 30, 1999 (unaudited). . . . . . . . . . . . . . . . . . . . . . . .2
Consolidated Statement of Operations - For the
Three Months Ended June 30, 1998 and 1999 and
Cumulative Amounts from Inception (April 10, 1998)
through June 30, 1999 (unaudited). . . . . . . . . . . . . . . . . . . .3
Consolidated Statement of Stockholders' Equity -
For the Period from Inception (April 10, 1998)
through June 30, 1999 (unaudited). . . . . . . . . . . . . . . . . . . .4
Consolidated Statement of Cash Flows - For the
Three Months Ended June 30, 1998 and 1999 and
Cumulative Amounts from Inception (April 10, 1998)
through June 30, 1999 (unaudited). . . . . . . . . . . . . . . . . . . .5
Notes to Unaudited Consolidated Financial Statements . . . . . . . . . .6
Item 2. Management's Discussion and Analysis or Plan of Operations . . 18
PART II OTHER INFORMATION
Item 1. Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . 22
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . 22
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
<PAGE>
PART I
Item 1. Financial Statements
VERSAILLES CAPITAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEET
MARCH 31, 1999 and JUNE 30, 1999
(unaudited)
ASSETS
<TABLE>
<CAPTION>
CURRENT ASSETS March 31, 1999 June 30, 1999
--------------- ------------
<S> <C> <C>
Cash and cash equivalents $ 2,614,523 $ 2,104,132
Advances to an affiliate 46,581 -
Current portion of prepaid management fees - affiliated corporation 73,125 73,125
Other current assets 20,275 26,332
------------ ------------
TOTAL CURRENT ASSETS 2,754,504 2,203,589
------------ ------------
PROPERTY AND EQUIPMENT, NET 30,633 30,146
------------ ------------
OTHER ASSETS
Prepaid management fees - affiliated corporation 140,156 121,875
Loan receivable from an affiliate - 100,000
Deposits 3,040 3,040
------------ ------------
143,196 224,915
------------ ------------
TOTAL ASSETS $ 2,928,333 $ 2,458,650
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 114,597 $ 110,099
Accrued liabilities 143,941 122,824
------------ ------------
TOTAL CURRENT LIABILITIES 258,538 232,923
------------ ------------
COMMITMENTS AND CONTINGENCIES (Note 5)
STOCKHOLDERS' EQUITY
Preferred stock $0.10 par value, 50,000,000 shares authorized,
no shares issued or outstanding
Common stock $0.05 par value, 100,000,000 shares authorized,
43,042,856 shares issued and outstanding 4,852,452 4,852,452
Deficit accumulated during the development stage (2,182,657) (2,626,725)
------------ ------------
TOTAL STOCKHOLDERS' EQUITY 2,669,795 2,225,727
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 2,928,333 $ 2,458,650
============ ============
</TABLE>
See accompanying notes
2
<PAGE>
VERSAILLES CAPITAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED JUNE 30, 1998 AND 1999 AND FOR THE PERIOD
FROM APRIL 10, 1998 (Date of Inception) TO JUNE 30, 1999
(unaudited)
<TABLE>
<CAPTION>
Period Three Months Cumulative
Ended Ended Amounts From
COSTS AND EXPENSES June 30, 1998 June 30, 1999 Inception
------------- ------------- ---------
<S> <C> <C> <C>
Research and development $ 6,275 $ 259,533 $ 681,826
General and administrative 3,754 208,534 1,977,845
------------ ------------ ------------
OPERATING LOSS (10,029) (468,067) (2,659,671)
OTHER INCOME (EXPENSE)
Interest income - 25,382 35,570
Interest expense - (583) (1,024)
------------ ------------ ------------
- 24,799 34,546
------------ ------------ ------------
LOSS BEFORE PROVISION
FOR INCOME TAXES (10,029) (443,268) (2,625,125)
PROVISION FOR INCOME TAXES 800 800 1,600
------------ ------------ ------------
NET LOSS $ (10,829) $ (444,068) $ (2,626,725)
============ ============ ============
NET LOSS PER COMMON SHARE -
BASIC AND DILUTED $ (0.00) $ (0.01) $ (0.08)
============ ============ ============
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING - BASIC AND DILUTED 21,936,982 43,042,856 31,122,586
============ ============ ============
</TABLE>
3
See accompany notes
<PAGE>
VERSAILLES CAPITAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM APRIL 10, 1998 (Date of Inception)
TO JUNE 30, 1999
(unaudited)
<TABLE>
<CAPTION>
DEFICIT
COMMON STOCK ACCUMULATED
------------ DURING THE
NUMBER DEVELOPMENT
OF SHARES AMOUNT STAGE TOTAL
--------- ------ ----- -----
<S> <C> <C> <C> <C>
Issuance of common stock to founders on
October 24, 1998 at $0.001 per share 24,077,174 $ 3,650 $ - $ 3,650
Fair value of stock and an option issued
on October 24, 1998 in exchange for
services and trademark rights 7,704,696 814,000 - 814,000
Fair value of stock issued to prospective
officers on October 24, 1998 677,728 142,500 - 142,500
Issuance of common stock in a private
placement in November and December
1998 at $0.21 per share 1,426,790 300,000 - 300,000
Fair value of stock and an option
transferred by a principal stockholder
on February 16, 1999 in exchange for
services - 452,000 - 452,000
Issuance of common stock in a private
placement in February 1999 at $0.42 per
share 7,872,352 3,050,302 - 3,050,302
Fair value of stock transferred to a
prospective officer by a principal
stockholder on February 23, 1999 - 90,000 - 90,000
Merger of Versailles Capital Corporation 1,284,116 - - -
Net loss for the period from inception
(April 10, 1998) through March 31, 1999 - - (2,182,657) (2,182,657)
----------- ----------- ----------- -----------
Balance, March 31, 1999 43,042,856 $ 4,852,452 $(2,182,657) $ 2,669,795
Net loss for the three months ended
June 30, 1999 - - (444,068) (444,068)
----------- ----------- ----------- -----------
Balance at June 30, 1999 43,042,856 $ 4,852,452 $(2,626,725) $ 2,225,727
=========== =========== =========== ===========
</TABLE>
4
See accompanying notes
<PAGE>
VERSAILLES CAPITAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED JUNE 30, 1998 AND 1999 AND FOR THE PERIOD
FROM APRIL 10, 1998 (Date of Inception) TO JUNE 30, 1999
(unaudited)
<TABLE>
<CAPTION>
Period Three Months Cumulative
Ended Ended Amounts From
CASH FLOWS FROM OPERATING ACTIVITIES June 30, 1998 June 30, 1999 Inception
------------- ------------- ---------
<S> <C> <C> <C>
Net loss $ (10,829) $ (444,068) $ (2,626,725)
------------ ------------ ------------
ADJUSTMENTS TO RECONCILE NET LOSS
TO NET CASH USED BY OPERATING ACTIVITIES
Noncash transactions:
Depreciation and amortization - 2,765 2,765
Fair value of stock and an option issued in
exchange for services and trademark rights - - 814,000
Fair value of stock issued to prospective officers - - 142,500
Fair value of stock transferred to a prospective
officer by a principal stockholder - - 90,000
Fair value of stock and an option transferred by
a principal stockholder in exchange for services - - 452,000
Changes in assets and liabilities:
Advances from/to affiliates 10,029 46,581 -
Other current assets - (6,057) (26,332)
Prepaid management fees - 18,281 (195,000)
Deposits - - (3,040)
Accounts payable and accrued expenses 800 (25,615) 232,923
------------ ------------ ------------
Total adjustments 10,829 35,955 1,509,816
------------ ------------ ------------
NET CASH USED BY OPERATING ACTIVITIES - (408,113) (1,116,909)
------------ ------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment - (2,278) (32,911)
Loan to an affiliate - (100,000) (100,000)
------------ ------------ ------------
- (102,278) (132,911)
------------ ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from sale of common stock - - 3,353,952
------------ ------------ ------------
NET INCREASE/DECREASE IN CASH AND
CASH EQUIVALENTS - (510,391) 2,104,132
------------ ------------ ------------
CASH, BEGINNING BALANCE - 2,614,523 -
------------ ------------ ------------
CASH, ENDING BALANCE $ - $ 2,104,132 $ 2,104,132
============ ============ ============
</TABLE>
5
See accompanying notes
<PAGE>
VERSAILLES CAPITAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999
1. BUSINESS AND BASIS OF PRESENTATION
BUSINESS AND ORGANIZATION
Versailles Capital Corporation ("Versailles" or the "Company"), a
publicly held company, was incorporated under the laws of Colorado on
December 31, 1986. From 1991 through February 22, 1999, Versailles was
inactive aside from seeking a business combination candidate.
British Lion Medical, Inc. ("British Lion") was incorporated in
California in August 1997 and commenced operations on April 10, 1998.
British Lion was engaged in the pharmaceutical research business with the
primary purpose of developing Cytolin(R), a drug designed to protect the
immune system, especially in patients suffering from Human Immunodeficiency
Virus ("HIV").
On February 17, 1999, Versailles, British Lion and Amerimmune, Inc.
("Amerimmune"), a newly organized, wholly owned subsidiary of Versailles,
entered into an Agreement and Plan of Merger (the "Merger Agreement").
Pursuant to the Merger Agreement on February 23, 1999, each share of
British Lion's issued and outstanding no par value common stock (5,853,500
shares) was exchanged for 7.133978 newly issued shares (41,758,740 shares)
of Versailles' $0.05 par value per share common stock. After the exchange,
former British Lion stockholders acquired approximately 97% of the issued
and outstanding voting shares of Versailles and Versailles acquired all of
the issued and outstanding shares of British Lion through a merger of
British Lion with and into Amerimmune, with Amerimmune as the surviving
legal entity (the "Transaction"). Prior to the Transaction, Versailles had
nominal assets and liabilities. Unless otherwise noted, all references to
the number of common shares in these financial statements are based upon
the equivalent post-exchange number of Versailles' common shares.
For financial reporting purposes, the Transaction has been accounted
for as a reverse acquisition whereby British Lion is deemed to have
acquired Versailles. Since this is a reverse acquisition, the legal
acquiror, Versailles, continues in existence as the legal entity whose
shares represent the outstanding common stock of the combined entities.
The acquisition has been accounted for as a recapitalization of British
Lion based upon historical cost. The recapitalization was given
retroactive effect. In connection with the Transaction, Amerimmune
succeeded to the business of British Lion and became engaged in the
pharmaceutical research business with the primary purpose of developing
Cytolin(R). Versailles has assumed the obligations of British Lion
including all outstanding stock options and warrants to purchase shares of
British Lion's common stock and has agreed to issue equivalent shares of
Versailles common stock under the same terms and conditions.
6
<PAGE>
VERSAILLES CAPITAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999 (CONTINUED)
BASIS OF PRESENTATION AND MANAGEMENT PLAN
The accompanying consolidated financial statements of Versailles and
its subsidiary have been prepared in accordance with generally accepted
accounting principles for interim financial statements and with the
instructions to Form 10-QSB. Certain notes and other information have been
condensed or omitted from the interim financial statements presented in
this report. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, the financial
statements reflect all adjustments considered necessary for a fair
presentation. The results of operations for the three months ended June
30, 1999 are not necessarily indicative of the results to be expected for
the full year. For further information, refer to the financial statements
and footnotes thereto included in the Company's Annual Report on Form 10-KSB
for the period ended March 31, 1999 as filed with the Securities and
Exchange Commission. All significant intercompany balances and
transactions have been eliminated in consolidation.
Versailles (hereinafter the term "Versailles" or the "Company"
includes the predecessor entity to its current operations, British Lion) is
a development stage pharmaceutical research company and has not generated
any revenues from operations for the period from April 10, 1998 (the date
that British Lion commenced operations) through June 30, 1999. Versailles
has devoted substantially all of its resources to the acquisition of a
license, research and development of Cytolin(R), and expenses related to
the startup of its business. Versailles has been unprofitable since
inception and expects to incur substantial additional operating losses for
the next twelve months, as well as for the next few years, as it increases
expenditures on research and development and allocates significant and
increasing resources to clinical testing, marketing and other activities.
In November and December 1998, the Company sold 1,426,790 shares of
its common stock (at approximately $0.21 per share), for gross proceeds of
$300,000, to certain accredited investors in a private placement. In
December 1998, the Company began a second private placement of common stock
to accredited investors, which was completed on February 22, 1999. The
second private placement was made on a minimum/maximum "best efforts"
basis. The Company raised the maximum amount of gross proceeds of
$3,210,000 (7,633,364 common shares at approximately $.42 per share) and
paid cash offering expenses of $159,698. Net cash proceeds from the
private placement aggregated $3,050,302. Versailles believes that the
funds received in these private placements will enable it to satisfy its
cash requirements without the need to raise additional funds before March
31, 2000. Versailles anticipates that it will commence a tolerability,
pharmacokinetics and dose-ranging study for Cytolin(R) now that a clinical
protocol has been submitted to the Food and Drug Administration ("FDA") and
the bulk drug has been manufactured and tested. Versailles is currently
preparing manufacturing and packaging records for submission to the FDA.
Versailles estimates that it may require significant additional funding
over the next three years to successfully complete
7
<PAGE>
VERSAILLES CAPITAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999 (CONTINUED)
the FDA approval process. Versailles does not presently anticipate any
purchase or sale of plant and significant equipment or any significant
changes in the number of employees.
It is not possible to predict the success of management's efforts to
raise sufficient capital to fund future operations. If management is
unable to achieve its goals, Versailles may find it necessary to undertake
actions as may be appropriate to continue operations and meet its financial
commitments.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid debt instruments purchased with an
original maturity of three months or less to be cash equivalents.
CONCENTRATION OF CREDIT RISK
Financial instruments, which potentially subject the Company to
concentrations of credit risk, consist principally of cash and cash
equivalents. At June 30, 1999, substantially all cash and cash equivalents
were on deposit with one financial institution.
PROPERTY AND EQUIPMENT
Office furniture and equipment is recorded at cost. Depreciation commences
as items are placed in service and is computed on a straight-line method
over their estimated useful lives of three to five years.
Leasehold improvements are recorded at cost and amortized over the three-year
term of the lease.
INCOME TAXES
The Company accounts for income taxes under Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes."
RESEARCH AND DEVELOPMENT
Research and development costs are expensed as incurred. Payments related
to the acquisition of technology rights, for which development work is
in-process, are expensed and considered a component of research and
development costs.
ACCOUNTING FOR STOCK BASED COMPENSATION
The Company's employee stock option plan is accounted for under Accounting
Principles
8
<PAGE>
VERSAILLES CAPITAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999 (CONTINUED)
Board Opinion No. 25, "Accounting for Stock Issued to Employees" which
requires the recognition of expense when the option price is less than the
fair value of the stock at the date of grant. The Company has adopted the
disclosure-only provisions of Statement of Financial Accounting Standards
No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123"). The
adoption of SFAS 123 disclosure provisions has no effect on either the
Company's balance sheet or its statement of operations.
NET LOSS PER SHARE
Loss per share is presented in accordance with the provisions of Statement
of Financial Accounting Standards No. 128, "Earnings Per Share" ("SFAS
128"), and the Securities and Exchange Commission ("SEC") Staff Accounting
Bulletin No. 98 ("SAB 98"). Basic earnings per share excludes dilution for
common stock equivalents and is computed by dividing income or loss
available to common shareholders by the weighted average number of common
shares outstanding for the period. Diluted earnings per share reflects the
potential dilution that could occur if securities or other contracts to
issue common stock were exercised or converted and resulted in the issuance
of common stock.
Pursuant to SAB 98, common stock issued for nominal consideration is
required to be included in the calculation of basic and diluted earnings
per share, as if they were outstanding for all periods presented. In
accordance with the SAB 98 requirements, 21,936,981 of the founder's shares
are considered to be nominal issuances and have been considered outstanding
for the entire periods presented.
All outstanding stock options and warrants have been excluded from the
calculation of diluted loss per share, because such securities are
antidilutive.
COMPREHENSIVE INCOME
In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130, "Reporting Comprehensive Income."
SFAS 130 establishes standards for the reporting and display of
comprehensive income and its components in a full set of general purpose
financial statements and is effective for fiscal years beginning after
December 15, 1997. To date, the Company has not had any transactions that
are required to be reported in comprehensive income.
SEGMENT INFORMATION
In June 1997, the FASB issued Statement of Financial Accounting Standards
No. 131, "Disclosures about Segments of an Enterprise and Related
Information" ("SFAS 131"). This statement establishes standards for the
way companies report information about operating segments in annual
financial statements. It also establishes standards for related
disclosures about products and services, geographic areas and major
customers based on the provisions of SFAS 131. The Company has determined
that it does not have separately reportable operating segments.
9
<PAGE>
VERSAILLES CAPITAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999 (CONTINUED)
FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amount of cash is assumed to be its fair value because of the
liquidity of the instrument. Accounts payable and accrued expenses and
amounts due to affiliated corporations approximate fair value because of
the short maturity of these instruments.
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 amounts reported in the financial statements
and accompanying notes. Actual results may differ from those estimates.
3. COMMON STOCK
INITIAL ISSUANCE OF SHARES
During October 1998, the Company issued 24,077,174 shares of restricted
common stock (at $0.001 per share) to founders for cash in connection with
the execution of patent and license agreements. Another 4,280,387 shares
were issued in exchange for rights to a trademark. The stockholders who
were issued these shares have agreed not to sell any of their shares for a
period of two years from the date of issuance of the shares.
In addition, during October 1998, the Company issued 677,728 shares of
restricted common stock (at $0.001 per share) for cash to prospective
officers. The shares of stock issued were recorded based upon a value of
$0.21 a share, the price of the shares subsequently sold in the initial
private placement. In connection with these transactions, the Company
recorded a non-cash, general and administrative expense of $142,500. These
stockholders agreed not to sell any of their shares for a period of two
years from the date of issuance of the shares.
INITIAL PRIVATE PLACEMENT
In November and December 1998, the Company sold 1,426,790 shares of its
stock, at approximately $0.21 per share for total proceeds of $300,000, to
certain accredited investors in an initial private placement ("Initial
Private Placement").
FEBRUARY 22, 1999 PRIVATE PLACEMENT
As described in Note 1, pursuant to the Merger Agreement, and as a
condition precedent to the Transaction, the Company successfully completed
a private placement of its common stock on February 22, 1999. Through this
private placement, the Company raised net cash proceeds of $3,050,302
(gross proceeds of $3,210,000 less cash private placement expenses of
$159,698). The Company also incurred non-cash expenses of $210,294 in
connection with this private placement. The Company (i) issued 238,988
10
<PAGE>
VERSAILLES CAPITAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999 (CONTINUED)
shares of its restricted common stock with a fair value of approximately
$0.42 per share to an investor for assisting in this private placement of
the Company's common stock ($100,500) and (ii) issued 515,308 warrants at
a price of $0.42 per share to a private placement agent as commissions (the
fair value of these warrants was estimated to be $109,794).
The Company entered into an agreement with a financial consulting firm,
Battersea Capital, Inc. ("Battersea"), to assist the Company in private
placements and finding an appropriate public company into which the Company
could merge. In connection with Battersea's consulting agreement with the
Company, LMU & Company ("LMU") acquired the majority ownership of
Versailles prior to the Transaction and facilitated the merger of British
Lion with Versailles. The Company paid LMU a finder's fee of $100,000 from
the proceeds of its second private placement in February 1999 for these
services. Such amounts have been included in the accompanying statement of
operations as general and administrative expenses.
SHARES ISSUED FOR SERVICES
Shares of common stock issued for other than cash have been assigned
amounts equivalent to the fair value of the assets or services received in
exchange for such shares.
In consideration for Battersea's services described above, the Company
issued 2,140,193 restricted shares of its stock to Battersea in October
1998 and granted Battersea an option to purchase an additional 1,426,794
shares of stock at a price of $0.42 per share for a five year period. The
shares of stock issued were recorded at $450,000 based upon a value of
$0.21 a share, the price of the shares sold in the Initial Private
Placement. The stock option granted was recorded at $94,000, approximately
$0.065 per share, using the Black-Scholes option pricing model. In
connection with this transaction, the Company recorded a non-cash, general
and administrative expense of $544,000. The shares issued and the shares
underlying the option are covered by certain registration rights.
In October 1998, the Company also issued 1,284,116 restricted shares to an
attorney in exchange for cash of $180 and legal services provided to the
Company. The shares of stock issued were recorded based upon a value of
$0.21 a share, the price of the shares sold in the Initial Private
Placement. In connection with this transaction, the Company recorded a
non-cash, general and administrative expense of $270,000. This stockholder
has also agreed not to sell any shares for a period of two years.
In February 1999, a principal stockholder of the Company transferred
713,397 of its restricted shares of the Company's common stock to Battersea
upon the completion of the Transaction. In addition, the same principal
stockholder granted Battersea an option to purchase 713,397 shares of the
Company's common stock at $0.42 per share from its own holdings. The
shares of stock transferred were recorded at $300,000 based upon a value of
$0.42 per share, the price of the shares sold in the February 22, 1999
private placement. The stock option granted was recorded at $152,000,
approximately $0.21 per
11
<PAGE>
VERSAILLES CAPITAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999 (CONTINUED)
share, using the Black-Scholes option pricing model. In connection with
this transaction, the Company recorded a non-cash, general and
administrative expense of $452,000.
In February 1999, the same principal stockholder of the Company transferred
214,019 of its restricted shares of the Company's common stock to a
prospective officer of the Company upon completion of the Transaction. The
shares of stock transferred were recorded at $90,000 based upon a value of
$0.42 per share, the price of the shares sold in the February 22, 1999
private placement. In connection with this transaction, the Company
recorded a non-cash, general and administrative expense of $90,000.
4. INCOME TAXES
The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes."
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes.
As a result of incurred net losses, no provision for income taxes was
recognized other than the state minimum taxes of $800. The Company's
income tax expense (benefit) differs from income tax computed at the U.S.
federal statutory tax rate, because no income tax benefits were recorded
for its losses and certain expenses recorded for financial reporting
purposes are not deductible for income tax reporting purposes.
A reconciliation of the statutory federal income tax rate to the effective
tax rate, as a percentage of loss before income tax is as follows:
Statutory federal income tax (benefit) rate (34) %
Non-deductible expenses 23
Valuation allowance 11
-------
- %
=======
The components of the Company's deferred tax assets at March 31, 1999 are
as follows:
Deferred tax assets
Net operating loss carryforward $ 208,000
Patent rights 66,000
Valuation allowance (274,000)
----------
Net deferred tax assets $ -
==========
Due to the uncertainty surrounding the timing of realizing the benefits of
its favorable tax attributes in future tax returns, the Company has placed
a valuation allowance against its otherwise recognizable deferred tax assets.
12
<PAGE>
VERSAILLES CAPITAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999 (CONTINUED)
At March 31, 1999, the Company had operating loss carryforwards available
to reduce future federal and state income of approximately $500,000, which
expire in 2019 for federal income tax purposes and 2007 for state income
tax purposes.
5. COMMITMENTS AND CONTINGENCIES
TERMINATION, SALE AND SHAREHOLDER AGREEMENT
Allen D. Allen ("Allen") is the present owner of all United States patent
and foreign patent rights to the technology and know-how under the product
Cytolin(R). In 1994, Allen granted CytoDyn of New Mexico, Inc.
("CytoDyn"), of which Allen owns 100% of the voting stock, an exclusive,
worldwide license to use the patent rights and technology. In addition,
CytoDyn obtained a trademark name for Cytolin(R).
In August 1998, Allen and CytoDyn entered into a Termination, Sale and
Shareholder Agreement ("the Purchase Agreement") with Three R Associates,
Inc. ("Three R"), a corporation affiliated with the Company through its
ownership by three of the Company's officers and directors.
Pursuant to the terms of the Purchase Agreement, CytoDyn agreed to
relinquish the exclusive license to use the technology and patents
previously granted to it by Allen in exchange for 4,280,387 shares of the
Company's common stock. In addition, Allen agreed to sell all United
States Patent rights, foreign patent rights, and all technological know-how
underlying the product, Cytolin(R), to Three R in exchange for $1,350,000,
payable quarterly over a fifteen year period. Payments to Allen commenced
subsequent to the Company's merger with Versailles, and the Company assumed
the obligation to Allen upon completion of the Transaction. The obligation
to pay Allen will be terminated as of the date the consulting agreement
with Allen (described below) is terminated in the event the Company elects
to terminate such consulting agreement. Accordingly, Allen is to be paid,
at a minimum, $180,000 in scheduled quarterly installments through February
23, 2001. If the Company elects to terminate these payments to Allen after
the minimum amounts are paid, it would abandon the rights acquired through
the Purchase Agreement.
CONSULTING AGREEMENT - RESEARCH AND DEVELOPMENT
Allen also entered into a consulting agreement with Three R whereby Allen
agreed to provide the Company with any new and additional similar
technologies, if any, for a period of fifteen years in exchange for a
consulting fee of $10,000 per year. Payments under the consulting
agreement commenced subsequent to completion of the Transaction, and the
Company assumed the obligation to Allen upon completion of the Transaction.
The Company can terminate the consulting agreement with one year's notice
beginning February 23, 2000, one year from the date of the Transaction.
13
<PAGE>
VERSAILLES CAPITAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999 (CONTINUED)
PATENT AND TRADEMARK LICENSE AGREEMENT
In October 1998, the Company entered into a Patent and Trademark License
Agreement ("the Agreement") with Three R. The Company was granted an
irrevocable, exclusive, worldwide license to use all present and future
patent rights, know-how and background technology of Three R relating to
Cytolin(R), which Three R had previously obtained from Allen and CytoDyn.
In addition, the Agreement granted the Company a sublicense to the
trademark name, Cytolin(R). The Agreement was consummated simultaneously
with the Company's merger with Versailles.
The Company issued 21,936,981 shares of its common stock to Three R upon
execution of the Agreement, and the Company also assumed Three R's
obligations to pay Allen under the agreements discussed above between Three R
and Allen.
During the period from inception (April 10, 1998) through June 30, 1999,
the Company has accrued and recorded research and development expenses of
$166,000 in connection with the minimum payments due to Allen through
February 23, 2001. The payments have been discounted to their fair value
of $166,000 by applying an imputed interest rate of 8% to future cash outflows.
MANAGEMENT AGREEMENT
In October 1998, the Company entered into a three year management agreement
for $585,000 per year with Western Center for Clinical Studies, Inc.
("WCCS"), a corporation that is affiliated with the Company and is wholly-
owned by three of the Company's officers and directors. The agreement is
scheduled to expire on February 23, 2002.
The management agreement provides services by WCCS to the Company for the
purpose of assisting the Company in obtaining FDA approval to market
Cytolin(R) for commercial use. The WCCS agreement was subsequently
ratified by the disinterested directors of Versailles following its merger
with the Company.
MANUFACTURER AGREEMENT
In December 1998, the Company entered into a letter of intent with a
manufacturer to begin the production and testing of the drug Cytolin(R).
The Company advanced the manufacturer $190,000 through June 30, 1999 (which
has been charged to research and development expense) to commence the
manufacturing process while a contract was being negotiated and developed
between the parties. At June 30, 1999, the agreement had not been
finalized. However, the Company has orally agreed to pay a total of
$280,000 to the manufacturer (of which $190,000 has already been paid) in
periodic installments through December 31, 1999.
14
<PAGE>
VERSAILLES CAPITAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999 (CONTINUED)
PLACEMENT AGENT AGREEMENT
On February 9, 1999, in connection with its second private placement, the
Company entered into an agreement with a nonexclusive agent to act on a
"best efforts basis" in the offer and sale of its common stock. The
Company paid the agent commissions of 10% of the proceeds of its sales
($108,350) and issued to the agent warrants to purchase 20% of the total
number shares of common stock sold by the agent at an exercise price of
$0.42 per share for a period of five years from the date of grant. The
shares underlying the warrants are covered by certain registration rights.
At the completion of the Company's private placement on February 22, 1999,
the Company issued 515,308 warrants to the agent which were valued at $0.21
per warrant for a total value of $109,794.
LEASE COMMITMENTS
The Company's office facilities are located in Woodland Hills, California.
Beginning February 1, 1999, the facilities were rented under the terms of
a three year noncancellable operating lease agreement, assigned to the
Company by an affiliate, WCCS.
The lease is scheduled to expire on January 31, 2002. Minimum future
rental payments required over the lease term are as follows:
Year Ended March 31
-------------------
2000 $ 36,480
2001 41,896
2002 33,368
-----------
$ 111,744
===========
6. RELATED PARTY TRANSACTIONS
During the period from inception (April 10, 1998) through June 30, 1999,
the Company incurred expenses of $170,560 (of which $127,920 was incurred
during the three months ended June 30, 1999) as a result of services
performed by an affiliate, WCCS, on behalf of the Company. The Company
also advanced $219,375 to WCCS to commence certain services in connection
with the development of Cytolin(R) to be performed over a three year period
beginning when the management agreement between the parties became
effective. As of June 30, 1999, management fees of $42,640 due to WCCS
were included in accounts payable.
During the period from inception (April 10, 1998) through June 30, 1999,
the Company paid consulting fees of $56,026 (of which $9,667 was paid
during the three months ended June 30, 1999) to Allen for providing
scientific expertise regarding the development of Cytolin(R) and $45,000
(of which $22,500 was paid during the three months ended June 30,
15
<PAGE>
VERSAILLES CAPITAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999 (CONTINUED)
1999) pursuant to the Patent and Trademark License Agreement.
During the period from inception (April 10, 1998) through June 30, 1999,
the Company incurred legal expenses of $10,000 (of which $7,500 was
incurred during the three months ended June 30, 1999) for an attorney who
is also a director of the Company.
Since inception, the Company has used part of an office facility and
administrative services provided by WCCS at no cost. On February 1, 1999,
the Company was assigned a long-term noncancellable operating lease
agreement with an unrelated party by WCCS.
During June 1999, the Company loaned CytoDyn $100,000 to facilitate payment
by CytoDyn of certain legal and office expenses and to facilitate repayment
to the Company by CytoDyn of previous advances. This loan bears interest
at a rate of 8% per annum and is due together with accrued interest on or
before February 23, 2001. Such loan is secured by 300,000 shares of
Company common shares which are owned by CytoDyn. The Company believes
that this loan is fully recoverable.
7. STOCK OPTION PLAN
In December 1998, the Company established an employee stock-based
compensation plan, the 1998 Omnibus Stock Incentive Plan ("the Plan"),
under which the Company may grant options for up to 7,133,970 shares of
common stock. Options granted under the Plan are generally exercisable for
a period of ten years from the date of grant at an exercise price not less
than the fair market value of the shares at the date of grant. Options
granted under the Plans generally vest over a one to three year period from
the date of the grant.
During the period from inception (April 10, 1998) through June 30, 1999,
options for 2,432,684 shares to Directors of the Company and employees were
granted at an exercise price of $0.42 per share, and options for 50,000
shares were granted to Medical Advisory Board members at an exercise price
of $2.50 per share. No options were exercised or canceled during this
period. At June 30, 1999, options for 4,651,286 additional shares were
available for future grants under the Plan. At June 30, 1999, no options
were exercisable.
As of June 30, 1999, in addition to the 2,482,684 Director, employee and
Medical Advisory Board stock options, the Company had an additional option
for 1,426,794 shares and an aggregate of 515,308 warrants outstanding to
purchase shares of the Company's common stock which are exercisable at a
price of $0.42 per share.
16
<PAGE>
VERSAILLES CAPITAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999 (CONTINUED)
8. PROPERTY AND EQUIPMENT
Office furniture and equipment $ 26,891 $ 28,404
Leasehold improvements 3,742 4,507
------------ ------------
30,633 32,911
Less accumulated depreciation - (2,765)
and amortization
------------ ------------
$ 30,633 $ 30,146
============ ============
17
<PAGE>
PART I
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION.
Some of the statements made in this Form 10-QSB and the documents
incorporated herein by reference that are not historical facts, such as
anticipated results of clinical trials, may constitute "forward-looking
statements," which forward looking statements are made pursuant to the safe
harbor provisions in the federal securities laws. These statements often
can be identified by the use of terms such as "may," "will," "expect,"
"anticipate," "estimate," "should," "could," "experts," "plans,"
"believes," "predicts," "potential," or "continue," or the negative
thereof. Such forward-looking statements speak only as of the date made.
Forward-looking statements are subject to risks, uncertainties and other
factors beyond the control of the Company that could cause actual results,
levels of activity, performance, achievements, and events to differ
materially from historical results of operations, levels of activity,
performance, achievements, and events and any future results, levels of
activity, performance, achievements and events implied by such forward-
looking statements. Although the Company believes that the expectations
reflected in the forward-looking statements are reasonable, the Company
cannot guarantee future results, levels of activity, performance,
achievements, or events. Moreover, neither the Company nor any other
person assumes responsibility for the accuracy or completeness of such
statements. The Company disclaims any obligation to revise any forward-
looking statements to reflect events or circumstances after the date of
such statement or to reflect the occurrence of anticipated or unanticipated
events.
PLAN OF OPERATION
The Company (for purposes of this section, the term the "Company" includes
the predecessor entity to its current operations, British Lion) is a
development stage pharmaceutical research company and has not generated any
revenues from operations for the period from April 10, 1998 (the date that
British Lion commenced operations) through June 30, 1999. The Company is
engaged in the pharmaceutical research business with the primary purpose of
developing Cytolin(R), a drug designed to protect the immune system,
especially in patients suffering from Human Immunodeficiency Virus (HIV).
The Company believes that Cytolin(R) is an important drug for the growing
number of patients who have not been receiving treatment, for those who are
on multi-drug therapy, and for those who have become resistant to drugs
currently used to treat the HIV/AIDS virus. The Company intends to seek
governmental approval from the Food and Drug Administration ("FDA") for
Cytolin(R). The Company expects FDA approval for regular sales of
Cytolin(R) to take at least three years. The Company has devoted
substantially all of its resources to the acquisition of a license,
research and development of Cytolin(R), and expenses related to the startup
of its business. The Company has been unprofitable since inception and
expects to incur substantial additional operating losses for the next
twelve months, as well as for the next few years, as it increases
expenditures on research and development and allocates significant and
increasing resources to clinical testing, marketing and other activities.
In November and December 1998, the Company sold 1,426,790 shares of its
stock (at approximately $0.21 per share), for gross proceeds of $300,000,
to certain accredited investors in a private
18
<PAGE>
placement. In December 1998, the Company began another private placement
of common stock to accredited investors, which was completed on February
22, 1999. The subsequent private placement was made on a minimum/maximum
"best efforts" basis. The Company raised the maximum amount of gross
proceeds of $3,210,000 (7,633,364 shares at approximately $0.42 per share)
and paid cash private placement expenses of $159,698. Net cash proceeds
from the private placement aggregated $3,050,302. The Company believes that
its success in these private placements will enable it to satisfy its cash
requirements without the need to raise additional funds before March 31,
2000. The Company anticipates that it will commence a tolerability,
pharmacokinetic and dose-ranging study for Cytolin(R) now that a clinical
protocol has been submitted to the FDA and the bulk drug has been
manufactured and tested. The Company is currently preparing manufacturing
and packaging records for submission to the FDA. The Company estimates
that it may require significant additional funding over the next three
years to successfully complete the FDA approval process. The Company does
not presently anticipate any purchase or sale of plant and significant
equipment or any significant changes in the number of employees over the
remainder of 1999.
It is not possible to predict the success of management's efforts to raise
sufficient capital to fund future operations. If management is unable to
achieve its goals, the Company may find it necessary to undertake actions
as may be appropriate to continue operations and meet its financial
commitments.
In October 1998, the Company entered into a three year management agreement
for $585,000 per year with WCCS. The agreement is scheduled to expire on
February 23, 2002. The management agreement provides services by WCCS to
the Company for the purpose of assisting the Company in obtaining FDA
approval to market Cytolin(R) for commercial use.
RESULTS OF OPERATIONS
From April 10, 1998 to March 31, 1999, the Company has incurred expenses of
$422,293, in research and development expenses, $1,769,311 in general and
administrative expenses and $8,947 net in interest income and other
expenses, resulting in a loss of $2,182,657 (which included significant
non-cash, general and administrative expenses aggregating $1,498,500
related primarily to issuance of securities in exchange for services) for
the period ended March 31, 1999. The expenses incurred during this period
relate primarily to the commencement of business operations, the
acquisition of a license, fundraising activities and merger expenses.
For the three months ended June 30, 1999, the Company has incurred expenses
of $259,533 in research and development expenses, $208,534 in general and
administrative expenses and $23,999 net in interest income and other
expenses, resulting in a net loss of $444,068. The expenses incurred
during this period relate primarily to commencement of research activities,
regulatory and administrative expenses.
For the period from inception (April 10, 1998) through June 30, 1998, the
Company incurred a net loss of $10,829 which relates to the initial
commencement of operations.
The Company's activities to date are not as broad in depth or scope as the
activities it
19
<PAGE>
must undertake in the future, and the Company's historical operations and
financial information are not indicative of its future operating results or
financial condition or its ability to operate profitably as a commercial
enterprise if and when it succeeds in bringing any product to market.
CAPITAL RESOURCES AND LIQUIDITY
From the commencement of operations of April 10, 1998 to June 30, 1999, the
Company had no operating revenues and incurred net losses of $2,626,725.
At June 30, 1999, the Company had working capital of $1,970,666. The
Company requires significant capital to conduct the research and
development and preclinical and clinical testing of Cytolin(R) that is
necessary in order to complete the FDA approval process. Management of the
Company does not expect to generate revenue from operations within the next
year. The Company's continued existence and its ability to fund its future
operations and meet its financial obligations is dependent on its ability
to obtain additional equity or debt financing.
In December 1998, the Company entered into a letter of intent with a
manufacturer to begin the production and testing of the drug Cytolin(R).
The Company advanced the manufacturer $190,000 through June 30, 1999 to
commence the manufacturing process while a contract was being negotiated
and developed between the parties. At June 30, 1999, the agreement had not
been finalized. However, the Company has agreed to pay a total of $280,000
to the manufacturer (of which $190,000 has already been paid) in periodic
installments through December 31, 1999. The manufacturer has successfully
completed the majority of the work it agreed to perform and continues to
work on the remaining tasks.
In October 1998, the Company entered into a Patent and Trademark License
Agreement (the "Agreement") with Three R. The Company was granted an
irrevocable, exclusive, worldwide license to use all present and future
patent rights, know-how and background technology owned by Three R relating
to the product, Cytolin(R). In addition, the Agreement granted the Company
a sublicense to the trademark Cytolin(R). The Agreement was consummated
simultaneously with the Company's acquisition of British Lion. The Company
issued 21,936,981 shares of its common stock at $.001 per share to Three R
upon execution of the Agreement, and the Company also agreed to assume
Three R's obligations to pay Mr. Allen $1,350,000, payable quarterly over
a fifteen year period, and fees of $10,000 per year for consulting services
under the agreements discussed above between Three R and Mr. Allen. The
Company could abandon their patent rights with no further obligations after
minimum payments aggregating $180,000 to Allen, with one year's notice
beginning February 23, 2000.
Effect of Inflation and Foreign Currency Exchange
- -------------------------------------------------
The Company has not experienced material unfavorable effects on its results
of operations due to currency exchange fluctuations with any foreign
suppliers or material unfavorable effects upon its results of operations as
a result of domestic inflation.
20
<PAGE>
Year 2000 Issue
- ---------------
The Company's management believes that the Company will not be materially
adversely affected by the computer software Year 2000 issue. The Company's
systems do not have significant exposure to the Year 2000 issue. The
Company's vendors and suppliers may have some exposure to the issue but at
this time, management does not anticipate a material adverse impact on the
Company's operations.
21
<PAGE>
PART II
ITEM 1. LEGAL PROCEEDINGS
The Company is not a party to any legal proceedings which management
believes to be material, and there are no such proceedings which are known
to be contemplated.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
--------
2.1 Agreement and Plan of Merger, dated February 17, 1999, by and
among Versailles Capital Corporation, Amerimmune, Inc. and
British Lion Medical, Inc. (2)
3.1 Amended and Restated Articles of Incorporation. (1)
3.2 Amended and Restated By-Laws. (1)
3.3 Articles of Merger, as filed with the Colorado Secretary of State
on February 23, 1999. (2)
27 Financial Data Schedule
__________________________________________________________________________
(1) Incorporated by reference to the Registrant's Registration
Statement on Form 10-SB, as filed with the Commission on July 22,
1997.
(2) Incorporated by reference from the Registrant's Current Report on
Form 8-K, dated March 10, 1999.
(b) Reports on Form 8-K
-------------------
During the three months ended June 30, 1999, the Company filed one Current
Report on Form 8-K as follows:
Form 8-K/A, dated April 7, 1999, amending Form 8-K dated March 10, 1999,
reporting under Items 2, 5 and 7 of such form. The financial statements of
British Lion Medical, Inc., for the period ending December 31, 1998, were
filed as part of such form 8-K.
22
<PAGE>
SIGNATURES
----------
In accordance with the requirements of the Securities Exchange Act of 1934,
the Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
VERSAILLES CAPITAL CORPORATION
Signatures Title Date
---------- ----- ----
/s/ Michael A. Davis President, Chief July 30, 1999
- ------------------------------------- Executive Officer,
Michael A. Davis, M.D., Sc.D., M.B.A. and Director
/s/ Wellington A. Ewen Chief Financial July 30, 1999
- ------------------------------------- Officer
Wellington A. Ewen, M.B.A., C.P.A.
23
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE REGISTRANT'S
FORM 10-QSB FOR THE QUARTER ENDED JUNE 30, 1999 AND IS QUALIFIED IN ITS
ENTIRETY TO SUCH FORM.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-2000
<PERIOD-START> APR-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 2,104,132
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,203,589
<PP&E> 32,911
<DEPRECIATION> 2,765
<TOTAL-ASSETS> 2,458,650
<CURRENT-LIABILITIES> 232,923
<BONDS> 0
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<COMMON> 4,852,452
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 2,458,650
<SALES> 0
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<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 442,685
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 583
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