U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
Quarterly Report Under Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarter ended March 31, 2000
Commission File No. 1-12178
InnoVet, Inc.
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(Name of small business issuer in its charter)
Florida 59-2699441
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
P. O. Box 145, Winter Park, Florida 32790
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number 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 of 1934 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 No X
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As of October 31, 2000, the aggregate market value of the voting stock
held by non-affiliates of the issuer was zero.
As of October 31, 2000, the issuer had outstanding 52,044,501 shares
of its common stock.
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INDEX
INNOVET, INC.
PART I. FINANCIAL INFORMATION Page
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Item 1. Financial Statements (Unaudited)
Balance Sheets
March 31, 2000 and December 31, 1999 4
Statements of Operations
Three months ended March 31, 2000 and 1999 5
Statement of Stockholders' Equity
Three months ended March 31, 2000 6
Statement of Cash Flows
Three months ended March 31, 2000 and 1999 7
Notes to Consolidated Condensed Financial Statements 8
Item 2. Managment's Discussion and Analysis of
Financial Condition and Results of
Operations 8
PART II. OTHER INFORMATION
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Item 1. Legal Proceedings 9
Item 2. Changes in Securities 9
Item 3. Defaults upon Senior Securities 9
Item 4. Submission of Matters to a Vote of Securities
Holders 9
Item 5. Other Information 9
Item 6. Exhibits and Reports on Form 8-K 9
SIGNATURES 10
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
3
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InnoVet, Inc.
BALANCE SHEETS
(Unaudited)
ASSETS
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
----------- -----------
<S> <C> <C>
Current assets
Cash and cash
equivalents $ 58,916 $ 1,038
Accounts receivable, net of
Allowance for doubtful
Accounts of $0 for
2000 and 1999 16,103 94,446
----------- -----------
Total assets $ 75,019 $ 95,484
=========== ===========
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Current liabilities
Compensation payable $ - $ 40,000
Loans from stockholder 11,000 76,000
Accrued liabilities 69,242 40,900
Accrued interest - 17,584
--------- -----------
Total current
liabilities 80,242 174,484
Stockholders' (deficit)
Common stock, $.001 par value,
100,000,000 shares authorized;
52,044,501 shares issued at
March 31, 2000, and
18,656,881 at December 31,
1999 52,045 18,657
Capital in excess of
par value 18,906,735 18,856,654
Capital representing
stock grants 5,514,990 5,514,990
Accumulated deficit (24,478,993) (24,469,301)
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(5,223) (79,000)
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Total liabilities and
stockholders' (deficit) $ 75,019 $ 95,484
=========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
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InnoVet, Inc.
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months ended March 31,
<TABLE>
<CAPTION>
2000 1999
---------- ----------
<S> <C> <C>
Revenues
Royalty and licensing income $ - $ -
--------- ---------
Costs and expenses
Selling, general and
administrative 8,807 1,247
Interest expense 885 1,576
---------- --------
9,692 2,823
---------- --------
Loss before income taxes (9,692) (2,823)
Provision for income taxes - -
---------- ---------
Net loss $ (9,692) $ (2,823)
========== ==========
Net loss per share $ (0.00) $ ( 0.00)
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Weighted average shares 21,439,183 18,656,881
========== ==========
</TABLE>
The accompanying notes are an integral part of these statements.
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InnoVet, Inc.
STATEMENT OF STOCKHOLDERS' (DEFICIT)
(Unaudited)
<TABLE>
<CAPTION>
Total
Capital in Capital Stock-
Common Stock Excess of Representing Accumulated holders'
Shares Amount Par Value Stock Grants Deficit (Deficit)
---------- ------- ---------- ---------- ------------ -------
<S> <C> <C> <C> <C> <C> <C>
Balance,
January 1,
2000 18,656,881 $18,657 $18,856,654 $5,514,990 $(24,469,301) $(79,000)
Capital
representing
stock
issued for
conversion
of debt 33,387,620 33,388 50,081 - - 83,469
Net loss - - - - ( 9,692) ( 9,692)
---------- ------ ---------- ---------- ----------- --------
Balance,
March
31, 2000 52,044,501 $52,045 $18,906,735 $5,514,990 $(24,478,993) $( 5,223)
========== ======= =========== ========== ========== =======
</TABLE>
The accompanying notes are an integral part of this statement.
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InnoVet, Inc.
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31
2000 1999
Cash flows from operating activities: ---------- ---------
<S> <C> <C>
Net loss $ ( 9,692) $ (2,823)
Adjustments to reconcile net loss to
net cash used in operating activities:
Changes in operating assets and liabilities:
Increase in accounts receivable 78,343 -
Increase (decrease) in accrued
expenses (10,773) 2,776
Net cash (used for) provided by -------- -------
operating activities 57,878 (47)
-------- -------
Cash flows from financing activities:
Net cash provided by financing -------- -------
activities - -
-------- -------
Cash flows from investing activities:
Net cash provided by investing -------- -------
activities - -
-------- -------
Increase (decrease)in cash and
cash equivalents 57,878 (47)
Cash and cash equivalents,
beginning of year 1,038 124
Cash and cash equivalents, -------- -------
end of year $ 58,916 $ 77
======== =======
Supplemental disclosures of cash flow
information:
Cash paid during the year:
Interest $ - $ -
======= =======
Taxes $ - $ -
======= =======
</TABLE>
Non-cash financing activities:
On March 10, 2000, the Company exercised its option to convert to stock,
the $65,000 loan plus $18,469 of accrued interest to March 10, 2000
resulting in the issuance of 33,387,620 shares of common stock.
The accompanying notes are an integral part of these statements.
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InnoVet, Inc.
NOTES TO FINANCIAL STATEMENTS
March 31, 2000
NOTE A - BASIS OF PREPARATION
The Balance Sheets at March 31, 2000 and December 31, 1999 and the related
Statements of Operations for the three months ended March 31, 2000 and 1999,
Stockholders' Equity for the three months ended March 31, 2000 and Statements
of Cash Flows for the three months ended March 31, 2000 and 1999, have been
prepared in accordance with the instructions for Form 10-QSB and, therefore,
do not include all information and footnotes necessary for a fair
presentation of financial position, results of operations and changes in
financial position in conformity with statements, including the footnotes
thereto in the Company's Annual Report on Form 10-KSB for the year ended
December 31, 1999. In the opinion of management, all adjustments considered
necessary for a fair presentation of the results of operations for the three
months ended March 31, 2000 have been included.
NOTE B - GOING CONCERN
The Company has sustained substantial losses from operations in past years
and has a significant accumulated deficit. The Company has sold off
substantially all of its operating businesses and in 1999 and 2000, the
Company's sole activity was to find a company to merge with or that will
acquire it. The Company believes that its public shell can be made
attractive if it is able to meet its reporting requirements under the
Exchange Act and maintain its OTC Bulletin Board listing with the National
Association of Securities Dealers, Inc. Currently, the Company's shares are
sold in the so called "pink sheets."
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
(a) Results of Operations.
The Company had no revenues in the quarter ended March 31, 2000 and also for
the same period in 1999.
Selling, general and administrative expenses increased $7,560 in 2000
compared to the first quarter of 1999. The main reason for the increase was
the related stock remuneration compensation expense for the Company's one
employee.
Interest expense decreased in the quarter ended March 31, 2000 by $691 from
the loan from stockholder that was issued in 1997. The quarter ended March
31, 2000 includes twenty-one fewer days of interest compared to the same
quarter in 1997. The outstanding loan balance of $65,000 plus interest of
$18,469 were converted to common shares at March 10, 2000. A total of
33,387,620 common shares were issued to Oakes, Fitzwilliams at the agreed upon
price per share of $.0025.
(b) Liquidity.
At March 31, 2000, the Company had $58,916 in cash. This is the result of
collecting $78,343 of the outstanding SSG, Inc. receivable related to the
IVET-629 licensing agreement.
The Oakes, Fitzwilliams outstanding note was due and payable on or before
September 30, 1997 with interest at the London InterBank Offered Rate
("LIBOR") plus 4%. Although the principal and interest on the loan were not
repaid in cash, the outstanding balance of $83,469 was converted to common
shares upon the exercise by the Company of its option per the loan agreement.
The Company effectively repaid the principal and interest by issuing shares
of its common stock to the stockholder pursuant to Regulation S under the
Securities Act at a price of $.0025 per share.
The Company had no revenues in the quarter ended March 31, 2000 or in the
same period last year. The Company currently has no sources of revenue and
minimal cash. It is possible that the public shell may be used by an active
entity seeking public company status; however, it is uncertain if or when such
an event will occur. If such event does not occur within a short period of
time, the Company may liquidate.
PART II.OTHER INFORMATION
Item 1. Legal Proceedings. None
Item 2. Changes in Securities. None
Item 3. Defaults Upon Senior Securities. None
Item 4. Submission of Matters to a Vote of Security Holders.None
Item 5. Other Information. None
Item 6. Exhibits and Reports on Form 8-K. None
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SIGNATURE
Pursuant to the requirements 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.
InnoVet, Inc.
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(Registrant)
/s/SCOTT P. CIELEWICH
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Date: November 20, 2000 Scott P. Cielewich, Executive Vice President and
Chief Financial Officer
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