U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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COMMISSION FILE No. 0-20922
Date of Report (Date of earliest event reported) May 18, 2000
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WITEHALL ENTERPRISES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 75-2274730
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation)
801 Brickell Avenue, 9th Floor, Miami, Florida 33131 (Address of
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principal executive offices) (Zip Code)
(904) 409-0200
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(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report)
<PAGE>
ITEM 1. Changes in Control of Registrant N/A, No change of control of
registrant.
ITEM 2. Acquisition and Disposition of Assets
AGREEMENT FOR THE PURCHASE OF HAIRBIOTECH, INC.
On September 7, 1999 Whitehall Enterprises, Inc. entered into an agreement to
purchase Hairbiotech, Inc. a Nevada corporation. Hairbiotech shall operate as a
wholly owned subsidiary of Whitehall Enterprises, Inc. under the direction of it
present president Doctor Doured Daghisatani, M.D. The following table summarizes
the more significant terms of the agreement:
* Whitehall Enterprises issued one hundred forty-four thousand shares
of 144 Restricted shares.
* An amount of shares of common stock equivalent to $301,450.00 based on
a five day trading average at the time of issuance.
* A total of 15,000 shares of common stock to be issued for professional
services rendered to Hairbiotech, Inc.
* Whitehall Enterprises commits to cover Hairbiotech's overhead of
$7,000.00 per month until such time that it is no longer necessary due
to Hairbiotech, Inc. revenues or six months, whichever comes first.
* Founders of Hairbiotech, Inc. Doctors Daghistani, Jimenez, and Yunis
will receive a total of 21% net profits of the subsidiary Hairbiotech,
Inc. notwithstanding any remuneration they will receive from
Hairbiotech, Inc. for their services.
* Hairbiotech, Inc. represents there are no outstanding subscriptions,
warrants, preferred shares, options, calls or commitments of any
charter relating to or entitling any party to purchase or otherwise
acquire any stock of Seller; (b) there are no obligations or securities
convertible into or exchangeable or exercisable of shares of any stock
of Seller or any commitments of any charter relating to or entitling
any party to purchase or otherwise acquire any such obligations or
securities; (c) there are no preemptive or similar rights to subscribe
for or to purchase any stock of Seller; and (d) there is no obligation
of Seller to repurchase any shares of its capital stock.
2
<PAGE>
Business
Since its formation, Hairbiotech, Inc. has operated as a developmental stage
company doing research related to hair growth stimulation and hair loss
prevention. Hairbiotech initially signed a Research and Development Agreement
and License Agreement with the University of Miami regarding its "Hair Growth
Factor" technology. Hairbiotech, Inc. currently holds patents to (1) Antioxidant
(A-O) technology, (2) 1, 25 Dihydroxy Vitamin D3 compound and its analogue, with
FDA approval for Phase 2 Human Clinical trials, and (3) Hair Growth Factor (HGF)
technology.
The Antioxidant patent was granted in December 1997, for a cosmetic product that
does not require FDA approval. It protects hair, just as fluoride protects
teeth, against damage caused by oxidants resulting from regular dying, sunlight,
pollution, etc., and prevents further hair loss from oxidants in both men and
women.
The 1,25 Dihydroxy Vitamin D3 compound and its analogue patent was granted in
February 1997 to the University of Miami and was acquired by Hairbiotech, Inc.
in August of 1997. Hairbiotech, Inc. currently sponsors research at the
University of Miami School of Medicine as part of its research and development
agreement with the University. This technology has been proven to be effective
in preventing hair loss due to chemotherapy treatment.
The Hair Growth Factor (HGF) stimulation composition patent was granted in
February 1998. Hair Growth Factor is a research stage pharmaceutical product
derived from human cultured cells. Hairbiotech's technology is natural because
it targets specific human hormones responsible for hair growth and thus it is
safely effective when used by both men and women. It is expected to be used via
weekly injections by both men and women for virtually any kind of hair-related
malady. Management at Hairbiotech, Inc. notes that it is quite important to
recognize the significance of the fact that the HGF technology is derived from
human hormones and is therefore not a drug.
ITEM 3. Bankruptcy or Receivership
None; not applicable.
ITEM 4. Changes in Registrant's Certifying Accountant.
ITEM 5. Other Events
See item 2
ITEM 6. Resignations of Directors and Executive Officers.
None; not applicable.
ITEM 7. Financial Statements Exhibits.
3
<PAGE>
(a) Financial Statements of Businesses Acquired.
The Hairbiotech, Inc. Balance Sheet, as of July 31, 1998 and related
Statements of Operations, Stockholders' Equity and Cash Flows for the period
then ended and the report of independent auditor Barry L. Friedman, P.C.
certified public accountant thereon, together with the notes thereto, are
located at pages 9 through 17 of this Report.
* Audited Financial Statements of Hairbiotech, Inc. for the
period ended July 31,1998.
* Accountant's Report
* Balance Sheet
* Statement of Income
* Shareholders Equity
* Statement of Cash Flows
* Notes to Financial Statements
(b) Pro Forma Financial Information.
The condensed consolidating balance sheet as of September 30,
1999 and the consolidating statements of operations and cash flows along with
the Company's financial statements and the notes thereto, are incorporated by
reference to the Company's Form 10-KSB report covering the period ended
September 30, 1999.
The calculation of excess purchase cost over fair value of net assets acquired
is as follows:
Total Purchase Cost $350,000
Net Book Value of MBM (350,000)
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Excess of purchase cost over fair
Value of assets acquired and
Liabilities assumed $ -0-
========
See Exhibits
ITEM 8. Change in Fiscal Year
None; not applicable.
ITEM 9. Sales of Equity Securities pursuant to Regulation S.
None; not applicable.
4
<PAGE>
Signature
Pursuant to the requirements of the Securities and Exchange Act of 1934,
registrant has duly caused this report to be signed on its behalf by the
undersigned hereto duly authorized.
Whitehall Enterprises, Inc.
By: /s/ Luis Alvarez
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Luis Alvarez - President
5
<PAGE>
HAIRBIOTECH, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
July 31, 1998
<PAGE>
TABLE OF CONTENTS
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<TABLE>
<CAPTION>
PAGE
----
<S> <C>
INDEPENDENT AUDITORS' REPORT.................................................... 1
BALANCE SHEET................................................................... 2
STATEMENT OF OPERATIONS......................................................... 3
STATEMENT OF STOCKHOLDERS' EQUITY............................................... 4
STATEMENT OF CASH FLOWS......................................................... 5
NOTES TO FINANCIAL STATEMENTS................................................... 6 - 7
</TABLE>
<PAGE>
BARRY L. FRIEDMAN, P.C.
Certified Public Accountant
1582 TULITA DRIVE OFFICE (702) 361-8414
LAS VEGAS, NEVADA 89123 FAX NO. (702) 896-0278
INDEPENDENT AUDITORS' REPORT
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Board Of Directors August 7, 1998
Hairbiotech, Inc.
Las Vegas, Nevada
I have audited the Balance Sheet of Hairbiotech, Inc., (A Development
Stage Company) , as of July 31, 1998, and the related Statements of Operations,
Stockholders' Equity and Cash Flows for the period June 29, 1998, (inception) to
July 31, 1998. These financial statements are the responsibility of the
Company's management. My responsibility is to express an opinion on these
financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I 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.
I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Hairbiotech, Inc.,
(A Development Stage Company) , at July 31, 1998, and the results of its
operations and cash flows for the period June 29, 1998, (inception) to July 31,
1998, in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note 3 to the
financial statements, the Company has had no operations and has no established
source of revenue. This raises substantial doubt about its ability to continue
as a going concern. Management's plan in regard to these matters are also
described in Note 3. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
Barry L. Friedman
Certified Public Accountant
1
<PAGE>
HAIRBIOTECH, INC.
(A Development Stage Company)
July 31, 1998
BALANCE SHEET
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<TABLE>
<CAPTION>
ASSETS
------
<S> <C>
CURRENT ASSETS:
Cash $ 600
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TOTAL CURRENT ASSETS $ 600
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FIXED ASSETS:
Research & Development (Note #1) $210,000
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TOTAL FIXED ASSETS $210,000
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OTHER ASSETS:
Organization Costs (Net) $ 697
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TOTAL OTHER ASSETS $ 697
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TOTAL ASSETS $211,297
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LIABILITIES AND STOCKHOLDERS' EQUITY
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CURRENT LIABILITIES: $ 0
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TOTAL CURRENT LIABILITIES $ 0
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STOCKHOLDERS' EQUITY:
Preferred stock, $.00l par value
authorized 5,000,000 shares
issued and outstanding at
July 31, 1998-None $ 0
Common stock, $.001 par value,
authorized 45,000,000 shares;
issued and outstanding at
July 31, 1998-4,000,000 shares $ 4,000
Additional paid-in capital $208,809
Deficit accumulated during
development stage -1,512
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TOTAL STOCKHOLDER'S EQUITY $211,297
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TOTAL LIABILITIES AND STOCKHOLDERS' $211,297
EQUITY ========
</TABLE>
See accompanying notes to financial statements & audit report
2
<PAGE>
HAIRBIOTECH, INC.
(A Development Stage Company)
June 29, 1998, (Inception) to July 31, 1998
STATEMENT OF OPERATIONS
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<TABLE>
<CAPTION>
<S> <C>
INCOME:
Revenue $ 0
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EXPENSES:
Accounting $ 1,500
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Amortization 12
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TOTAL EXPENSES $ 1,512
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NET LOSS $ -1,512
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Weighted average
number of common
shares outstanding 3,666,667
==========
Net Loss
Per Share $ -.0004
==========
</TABLE>
See accompanying notes to financial statements & audit report
3
<PAGE>
HAIRBIOTECH, INC.
(A Development Stage Company)
July 31, 1998
STATEMENT OF STOCKHOLDERS' EQUITY
---------------------------------
<TABLE>
<CAPTION>
Deficit
accumulated
Additional during
Common Stock paid-in development
Shares Amount capital stage
------ ------ ------- -----
<S> <C> <C> <C> <C>
July 29, 1998
issued for
Research &
Development
See Note #1 3,500,000 $ 3,500 $ 206,500 $ 0
July 31, 1998
issued for cash 500,000 500 0 0
Capital
Contribution 0 0 2,309
Net loss,
June 29, 1998
(inception) to
July 31, 1998 -1,512
--------- --------- --------- ----------
Balance,
July 31 1998 4,000,000 $ 4,000 $ 208,809 $ -1,512
========= ========= ========= ==========
</TABLE>
See accompanying notes to financial statements & audit report
4
<PAGE>
HAIRBIOTECH, INC.
(A Development Stage Company)
June 29, 1998, (Inception) to July 31, 1998
STATEMENT OF CASH FLOWS
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<TABLE>
<CAPTION>
<S> <C> <C>
Cash Flows from
Operating Activities:
Net loss $ -1,512
Amortization + 12
Changes in assets and
liabilities:
Organization Costs - 709
Cash Flows from
Investing Activities: 0
Cash Flows from
Financing Activities:
Capital Contribution + 2,309
Issuance of common stock for cash + 500
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Net increase in cash $ + 600
Cash,
Beginning of period 0
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Cash,
End of period $ 600
==========
</TABLE>
See accompanying notes to financial statements & audit report
5
<PAGE>
HAIRBIOTECH, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
-----------------------------
July 31, 1998
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized June 29, 1998, under the laws of the State of
Nevada, as Hairbiotech, Inc. The Company has no operations and in accordance
with SFAS #7, the Company is considered a development stage company.
On July 29, 1998, the Company acquired certain technologies known as
the Antioxidant Technology, Vitamin D3 Technology, and the Hair Growth Factor
(HGF) Technology. For the acquisition of these technologies the Company issued
3,500,000 shares of its $0.001 par value common stock for a value stated as $
210,000. The $210,000 represents the costs involved in the development of the
acquired three technologies.
On July 31, 1998, the Company issued 500,000 shares of its $.001 par value
common stock for cash of $500.00.
NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES
Accounting policies and procedures have not been determined except as
follows:
1. The Company uses the accrual method of accounting.
2. The cost of organization, $ 709.00, is being amortized over a period
of 60 months (June 29, 1998, through June 28, 2003).
3. Earnings per share is computed using the weighted average number of
shares of common stock
outstanding.
4. The Company has not yet adopted any policy regarding payment of
dividends. No dividends have been paid since inception.
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using the generally
accepted accounting principles applicable to a going concern, which contemplates
the realization of assets and liquidation of liabilities in the normal course of
business. However, the Company has no current source of revenue. Without
realization of additional capital, it would be unlikely for the Company to
continue as a going concern. It is management's plan to seek additional capital
through a State of Nevada registered public offering of securities pursuant to
Chapter 90.490 of the Nevada revised statutes.
6
<PAGE>
HAIRBIOTECH, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS CONTINUED
---------------------------------------
July 31, 1998
NOTE 4 - RELATED PARTY TRANSACTION
The Company neither owns or leases any real or personal property.
Office services are provided without charge by a director. Such costs are
immaterial to the financial statements and, accordingly, have not been reflected
therein. The officers and directors of the Company are involved in other
business activities and may, in the future, become involved in other business
opportunities. If a specific business opportunity becomes available, such
persons may face a conflict in selecting between the Company and their other
business interests. The Company has not formulated a policy for the resolution
of such conflicts.
NOTE 5 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional
shares of common stock.
7
