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 June 30, 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
----- -----
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
----------------------------- ----
Item 1. Financial Statements (Unaudited)
Balance Sheets
June 30, 2000 and December 31, 1999 4
Statements of Operations
Three months ended June 30, 2000 and 1999 5
Six months ended June 30, 2000 and 1999 6
Statement of Stockholders' (Deficit)
Six months ended June 30, 2000 7
Statement of Cash Flows
Six months ended June 30, 2000 and 1999 8
Notes to Consolidated Condensed Financial Statements 9
Item 2. Managment's Discussion and Analysis of
Financial Condition and Results of
Operations 9
PART II. OTHER INFORMATION
--------------------------
Item 1. Legal Proceedings 11
Item 2. Changes in Securities 11
Item 3. Defaults upon Senior Securities 11
Item 4. Submission of Matters to a Vote of Securities
Holders 11
Item 5. Other Information 11
Item 6. Exhibits and Reports on Form 8-K 11
SIGNATURES 12
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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>
June 30, December 31,
2000 1999
----------- -----------
<S> <C> <C>
Current assets
Cash and cash
equivalents $ 65,548 $ 1,038
Accounts receivable, net of
Allowance for doubtful
Accounts of $0 for
2000 and 1999 - 94,446
----------- -----------
Total assets $ 65,548 $ 95,484
=========== ===========
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Current liabilities
Compensation payable $ - $ 40,000
Loans from stockholder 11,000 76,000
Accrued liabilities 74,642 40,900
Accrued interest - 17,584
--------- -----------
Total current
liabilities 85,642 174,484
Stockholders' (deficit)
Common stock, $.001 par value,
100,000,000 shares authorized;
52,044,501 shares issued at
June 30, 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 (24,493,864) (24,469,301)
---------- -----------
(20,094) (79,000)
---------- -----------
Total liabilities and
stockholders' (deficit) $ 65,548 $ 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 June 30,
<TABLE>
<CAPTION>
2000 1999
---------- ----------
<S> <C> <C>
Revenues
Royalty and licensing income $ - $ -
--------- ---------
Costs and expenses
Selling, general and
administrative 9,870 1,247
Interest expense - 1,577
---------- --------
9,870 2,824
---------- --------
Loss before income taxes (9,870) (2,824)
Provision for income taxes - -
---------- ---------
Net loss $ (9,870) $ (2,824)
========== ==========
Net loss per share $ (0.00) $ ( 0.00)
========== ==========
</TABLE>
The accompanying notes are an integral part of these statements.
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InnoVet, Inc.
STATEMENTS OF OPERATIONS
(Unaudited)
Six Months Ended June 30,
<TABLE>
<CAPTION>
2000 1999
---------- ----------
<S> <C> <C>
Revenues
Royalty and licensing income $ - $ -
--------- ---------
Costs and expenses
Selling, general and
administrative 23,678 2,494
Interest expense 885 3,153
---------- --------
24,563 5,647
---------- --------
Loss from operations
before income taxes (24,563) ( 5,647)
Provision for income taxes - -
---------- ---------
Net loss $ (24,563) $ ( 5,647)
========== ==========
Net loss per share $ (0.00) $ (0.00)
========== ==========
</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 - - - - (24,563) (24,563)
---------- ------ ---------- ---------- ----------- --------
Balance,
June
30, 2000 52,044,501 $52,045 $18,906,735 $5,514,990 $(24,493,864) $(20,094)
========== ======= =========== ========== ========== =======
</TABLE>
The accompanying notes are an integral part of this statement.
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InnoVet, Inc.
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30
2000 1999
Cash flows from operating activities: ---------- ---------
<S> <C> <C>
Net loss $ (24,563) $ (5,647)
Adjustments to reconcile net loss to
net cash used in operating activities:
Changes in operating assets and liabilities:
Increase in accounts receivable 94,446 -
Increase (decrease) in accrued
expenses ( 5,373) 5,553
Net cash (used for) provided by -------- -------
operating activities 64,510 (94)
-------- -------
Cash flows from financing activities:
Proceed from shareholder loans - 5,000
Net cash provided by financing -------- -------
activities - 5,000
-------- -------
Cash flows from investing activities:
Net cash provided by investing -------- -------
activities - -
-------- -------
Increase (decrease)in cash and
cash equivalents 64,510 4,906
Cash and cash equivalents,
beginning of period 1,038 124
Cash and cash equivalents, -------- -------
end of period $ 65,548 $ 5,030
======== =======
Supplemental disclosures of cash flow
information:
Cash paid during the period:
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
June 30,2000
NOTE A - BASIS OF PREPARATION
The Balance Sheets at June 30, 2000 and December 31, 1999 and the related
Statements of Operations for the three months and six months ended June 30,
2000 and 1999, Statement of Stockholders' Equity for the six months ended
June 30, 2000 and Statements of Cash Flows for the six months ended June 30,
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 six months ended June 30, 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.
----------------------
(1) Three months ending June 30. Revenues. The Company had no revenues in
the quarter ended June 30, 2000 and also for the same period in 1999.
Selling, general and administrative expenses. Selling, general and
administrative expenses increased $8,623 in 2000 compared to the second
quarter of 1999. The main reason for the increase was the related stock
remuneration compensation expense for the Company's one employee.
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Interest expense. Interest expense decreased $1,577 in the second quarter
2000 compared to the same quarter last year. The decrease was mainly due to the
conversion of the note payable plus interest at March 10, 2000 into common
shares.
The outstanding loan balance of $65,000 plus interest of $18,469 was
converted to common shares at March 10, 2000. Subsequently, on April 26, 2000,
33,387,620 common shares were issued to Oakes, Fitzwilliams at the agreed upon
price per share of $.0025.
(2) Six months ending June 30. Revenues. The Company had no revenues for
the six months ended June 30, 2000 and also for the same period in 1999.
Selling, general and administrative expenses. Selling, general and admin-
istrative expenses increase $21,184 in 2000 compared to the same period in 1999.
The main expense incurred in the first six months of 2000 was $10,000 for the
related stock remuneration compensation expense for the Company's one employee.
The other expenses were related to the professional fees in order to bring
the Company's tax and securities filings current.
Interest expense. Interest expense decreased $2,268 in 2000 compared to
the same six months last year. The decrease was mainly due to the conversion
of the note payable plus interest at March 10, 2000 into common shares.
(b) Liquidity.
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At June 30, 2000, the Company had $65,548 in cash. This is the result of
collecting all 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 for the six months ended June 30, 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.
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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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