XECHEM INTERNATIONAL INC
10QSB, 2000-08-11
BIOLOGICAL PRODUCTS, (NO DIAGNOSTIC SUBSTANCES)
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                                   FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

(X)  QUARTERLY  REPORT  PURSUANT  TO  SECTION  13 OR 15 (d)  OF  THE  SECURITIES
     EXCHANGE ACT OF 1934

For the quarterly period ended                  June 30, 2000
                               -------------------------------------------------

                                       OR

(_)  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR 15 (d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from                        to
                               ----------------------    -----------------------

For Quarter Ended                    Commission File Number       0-23788
                  --------------                            --------------------

                           Xechem International, Inc.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

Delaware                                               22-3284803
-------------------------------          ---------------------------------------
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
incorporation or organization)

100 Jersey Avenue, Bldg. B, Suite. 310, New Brunswick, NJ            08901
--------------------------------------------------------------------------------
(Address of principal executive offices)                           (Zip Code)

Registrant's telephone number, including area code         (732) 247-3300
                                                   -----------------------------
================================================================================

(Former  name,  former  address and former  fiscal year,  if changed  since last
report.)

Check  whether  the  registrant  (1) filed all  reports  required to be filed by
Section 13 of 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
            ---   ---
Number of shares  outstanding of the issuer's  common stock, as of July 31, 2000
was 240,852,928 shares.

Transitional Small Business Disclosure Format

         Yes    No X
            ---   ---

<PAGE>

                   XECHEM INTERNATIONAL, INC. AND SUBSIDIARIES

No.                                                                         Page
---                                                                         ----

Part I.  Financial Information

Item 1.  Consolidated Balance Sheets as of
            June 30, 2000 [Unaudited] and December 31, 1999 [Audited]......    3

         Consolidated Statements of Operations
            for the six months ended
            June 30, 2000 and 1999 [Unaudited] ............................    4

         Consolidated Statement of Stockholders'
            Equity for the six months ended
            June 30, 2000 [Unaudited]......................................    5

         Consolidated Statements of Cash Flows for
            the six months ended June 30, 2000 and
            1999 [Unaudited]...............................................  6-7

         Notes to Consolidated Financial Statements........................    8

Item 2.  Management's Discussion and Analysis of
            Financial Condition and Results of Operations  ................ 9-13

Part II. Other Information ................................................   14

         Signatures........................................................   15

         Exhibits..........................................................   16

                                       2
<PAGE>

                   XECHEM INTERNATIONAL, INC. AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE ENTERPRISE)
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                 June 30,      December 31,
                                                                                   2000           1999
                                                                                   ----           ----
                                                                               (Unaudited)      (Audited)
                                                                               ============    ============
<S>                                                                            <C>             <C>
CURRENT ASSETS:
   Cash                                                                        $     46,000    $    632,000
   Accounts receivable less allowance for doubtful accounts
      of $4,000 and $4,000                                                           44,000          13,000
   Inventory:
      Raw materials                                                                   1,000              --
      Finished goods                                                                141,000         133,000
   Prepaid expenses and other current assets                                          6,000           1,000
                                                                               ------------    ------------

   TOTAL CURRENT ASSETS                                                             238,000         779,000

Equipment, less accumulated depreciation of $827,000 and $789,000                   546,000         621,000
Leasehold improvements, less accumulated amortization                               547,000         581,000
Cash surrender value of officer's life insurance                                     35,000          35,000
Deposits                                                                             20,000          20,000
                                                                               ------------    ------------

                                                                               $  1,386,000    $  2,036,000
                                                                               ============    ============

CURRENT LIABILITIES
   Accounts payable                                                            $    627,000    $    678,000
   Accrued expenses to related parties                                              223,000         253,000
   Accrued liabilities to others                                                    151,000         149,000
   Loans payable                                                                    469,000         359,000
   Other current liabilities                                                         35,000          36,000
                                                                               ------------    ------------

      TOTAL CURRENT LIABILITIES                                                   1,505,000       1,475,000
                                                                               ------------    ------------

NOTES PAYABLE-RELATED PARTIES                                                       319,000         312,000
                                                                               ------------    ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS EQUITY

   Class A voting preferred stock,$ .00001 par value, 2,500 shares
      authorized; 2,500 shares issued and outstanding                                    --              --
   Class B 8% preferred stock,$ .00001 par value, 1,150 shares
      authorized; none outstanding                                                       --              --
   Class C preferred stock,$ .00001 par value, 49,996,350 shares authorized;
      200,000 shares issued and outstanding                                              --              --
   Common stock,$.000001 par value, 700,000,000 shares authorized;
       240,853,000 and 240,460,000 respectively issued and outstanding                2,000           2,000
   Additional paid in capital                                                    32,838,000      32,740,000
   Deficit accumulated during development stage                                 (33,278,000)    (32,493,000)
                                                                               ------------    ------------

   TOTAL STOCKHOLDERS EQUITY                                                       (438,000)        249,000
                                                                               ------------    ------------

                                                                               $  1,386,000    $  2,036,000
                                                                               ============    ============
</TABLE>

See notes to consolidated financial statements

                                       3
<PAGE>

                   XECHEM INTERNATIONAL, INC. AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE ENTERPRISE)
                      CONSOLIDATED STATEMENTS OF OPERATION
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                             MARCH 15 1990
                                                                                                             -------------
                                                                                                               (Date of
                                                                                                               --------
                                                                                                             Inception) to
                                                                                                             -------------
                                          THREE MONTHS ENDED JUNE 30,        SIX MONTHS ENDED JUNE 30,          JUNE 30,
                                          ---------------------------        -------------------------          --------
                                              2000             1999             2000             1999             2000
                                              ----             ----             ----             ----             ----
<S>                                     <C>              <C>              <C>              <C>              <C>
REVENUES:
   Consulting fees from Asian company   $          --    $          --    $          --    $          --    $     300,000
   Other                                        4,000           38,000           11,000           47,000          846,000
                                        ---------------------------------------------------------------------------------
                                                4,000           38,000           11,000           47,000        1,146,000
                                        ---------------------------------------------------------------------------------

EXPENSES:

   Research and development                   148,000          112,000          278,000          231,000        9,165,000
   General and administrative                 272,000          127,000          502,000          283,000       10,875,000
   Writedown of inventory
      & intangibles                                --               --               --               --        1,723,000
                                        ---------------------------------------------------------------------------------
                                              420,000          239,000          780,000          514,000       21,763,000
                                        ---------------------------------------------------------------------------------

   LOSS FROM OPERATIONS                      (416,000)        (201,000)        (769,000)        (467,000)     (20,617,000)
                                        ---------------------------------------------------------------------------------

OTHER INCOME(EXPENSE) - NET:

   Interest Expense - Related Party            (9,000)          (8,000)         (18,000)         (18,000)      (8,688,000)

   Interest Expense                                --               --               --               --       (4,925,000)

   Sale of New Jersey net operating
      loss carryforwards                           --               --               --               --          651,000

   Other(net)                                  (1,000)              --            2,000               --          301,000
                                        ---------------------------------------------------------------------------------
                                              (10,000)          (8,000)         (16,000)         (18,000)     (12,661,000)
                                        ---------------------------------------------------------------------------------

   NET LOSS                             $    (426,000)   $    (209,000)   $    (785,000)   $    (485,000)   $ (33,278,000)
                                        =================================================================================

BASIC AND DILUTED LOSS PER SHARE        $      (0.002)   $      (0.001)   $      (0.003)   $      (0.002)
                                        ================================================================

WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING                 240,765,610      229,385,996      240,765,610      229,385,996
                                        ================================================================
</TABLE>

See notes to consolidated financial statements

                                       4
<PAGE>

                   XECHEM INTERNATIONAL, INC. AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE ENTERPRISE)
             CONSOLIDATED STATEMENTS OF COMMON STOCKHOLDERS' EQUITY
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                                                   Deficit
                                                                                  Additional     Accumulated
                                                   Number of                        Paid-In-       During
                                                  shares issued     Par value       Capital      Development
                                                   ---------------------------------------------------------
<S>                                                <C>            <C>            <C>            <C>
BALANCES AT DECEMBER 31, 1999                      240,460,000    $      2,000   $ 32,740,000   $(32,493,000)

QUARTER ENDED MARCH 31, 2000

   Stock options exercised at $ .01 per share          393,000              --          4,000

   Issuance of 1,500,000 options at $.01
      with a FMV of $ .06 for services rendered                                        75,000

   Net loss for quarter                                                                             (359,000)

                                                   ---------------------------------------------------------
BALANCES AT MARCH 31, 2000                         240,853,000    $      2,000   $ 32,819,000   $(32,852,000)
                                                   =========================================================

QUARTER ENDED JUNE 30, 2000

   Net loss for quarter                                                                             (426,000)

                                                   ---------------------------------------------------------
BALANCES AT JUNE 30, 2000                          240,853,000    $      2,000   $ 32,819,000   $(33,278,000)
                                                   =========================================================
</TABLE>

See notes to consolidated financial statements

                                       5
<PAGE>

                   XECHEM INTERNATIONAL, INC. AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE ENTERPRISE)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                            March 15,
                                                                                                          1990(date of
                                                                                                          inception) to
                                                                            Six months ended June 30,        June 30,
                                                                         --------------------------------------------
                                                                              2000            1999            2000
                                                                              ----            ----            ----
<S>                                                                      <C>             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                                              $   (785,000)   $   (485,000)   $(33,278,000)
   Adjustments to reconcile net loss to net cash
      Provided (used) by operating activities:
      Depreciation                                                             75,000          80,000         767,000
      Amortization                                                             34,000          34,000         639,000
      Interest and compensation expense in connection
        with issuance of equity securities                                     75,000              --      16,308,000
      Write down of inventories                                                    --              --       1,206,000
      Write down of patents                                                        --              --         517,000
      Loss on investment in related party                                          --          14,000          89,000

   Changes in operating assets and liabilities (Increase) decrease in:
      Accounts receivable                                                     (31,000)        (49,000)        (44,000)
      Inventories                                                              (9,000)          6,000      (1,343,000)
      Prepaid expenses                                                         (5,000)         14,000          69,000
      Other current assets                                                         --           2,000          43,000
      Other                                                                        --           6,000         (30,000)
   Increase (decrease) in:
      Accounts payable                                                        (51,000)         43,000         627,000
      Other current liabilities                                                (1,000)         20,000          (5,000)
      Accrued expenses                                                        (28,000)        (83,000)        374,000
                                                                         --------------------------------------------
NET CASH FLOWS FROM OPERATING ACTIVITIES                                 $   (726,000)   $   (398,000)   $(14,061,000)
                                                                         --------------------------------------------
</TABLE>

See notes to consolidated financial statements

                                       6
<PAGE>

                   XECHEM INTERNATIONAL, INC. AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE ENTERPRISE)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                  (continued)

<TABLE>
<CAPTION>
                                                                                                            March 15,
                                                                                                          1990(date of
                                                                                                          inception) to
                                                                            Six months ended June 30,        June 30,
                                                                         --------------------------------------------
                                                                              2000            1999            2000
                                                                              ----            ----            ----
<S>                                                                      <C>             <C>             <C>
NET CASH FLOWS FROM OPERATING ACTIVITIES                                 $   (726,000)   $   (398,000)   $(14,061,000)
                                                                         --------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Patent issuance costs                                                           --              --        (548,000)
   Purchases of equipment and leasehold improvements                               --              --      (1,975,000)
   Investment in related party                                                     --              --         (23,000)
   Other                                                                           --              --          (8,000)
                                                                         --------------------------------------------

NET CASH FLOWS FROM INVESTING ACTIVITIES:                                          --              --      (2,554,000)
                                                                         --------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from related party loans                                           60,000         392,000       1,718,000
   Proceeds from notes payable - others                                            --              --         628,000
   Proceeds from interim loans                                                141,000              --       3,088,000
   Capital contribution                                                        19,000              --         114,000
   Payments on interim loans                                                       --              --        (498,000)
   Payments on notes payable - others                                              --              --        (525,000)
   Payments on stockholder loans                                              (84,000)             --        (656,000)
   Proceeds from issuance of capital stock                                      4,000              --      12,792,000
                                                                         --------------------------------------------

   NET CASH FLOWS FROM FINANCING ACTIVITIES:                                  140,000         392,000      16,661,000
                                                                         --------------------------------------------


   NET CHANGE IN CASH                                                        (586,000)         (6,000)         46,000
CASH, BEGINNING OF PERIOD                                                     632,000          41,000              --
                                                                         --------------------------------------------
CASH, END OF PERIOD                                                      $     46,000    $     35,000    $     46,000
                                                                         ============================================

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
   Cash paid during the periods for:
      Interest paid - related party                                      $         --    $     10,000    $    138,000
                                                                         ============================================
      Interest paid - other                                              $     18,000    $         --    $    179,818
                                                                         ============================================
      Income taxes paid                                                  $         --    $         --    $         --
                                                                         ============================================

NONCASH FINANCING ACTIITIES
   Net assets of Xechem India contributed to capital and
      minority interest                                                  $         --    $         --    $    118,000
                                                                         ============================================

   Liabilities exchanged for preferred and common stock                  $         --    $         --    $    921,000
                                                                         ============================================
</TABLE>

See notes to consolidated financial statements

                                       7
<PAGE>

XECHEM INTERNATIONAL, INC. AND SUBSIDIARIES
[A DEVELOPMENT STAGE ENTERPRISE]
================================================================================
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
[UNAUDITED]
--------------------------------------------------------------------------------

[1]  SIGNIFICANT ACCOUNTING POLICIES
Significant accounting policies and other matters of Xechem International,  Inc.
and its wholly-owned subsidiaries,  Xechem, Inc., Xechem Laboratories,  Inc. and
XetaPharm,  Inc.  (collectively  the "Company"),  are set forth in the financial
statements  for and as of the year  ended  December  31,  1999  included  in the
Company's Form 10-KSB, as filed with the Securities and Exchange Commission.

[2]  BASIS OF REPORTING
The accompanying  unaudited consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial  information and with the  instructions to Form 10-QSB and Item 310(b)
of Regulation  S-B.  Accordingly,  they do not include all the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements. In the opinion of management,  such statements include all
adjustments  (consisting  only of normal  recurring  item) which are  considered
necessary for a fair presentation of the consolidated  financial position of the
Company at June 30, 2000 and the consolidated  results of its operations for the
six months ended June 30, 2000 and 1999 and for the cumulative period from March
15, 1990 (date of  inception)  to June 30, 2000.  These  consolidated  financial
statements  should  be read  in  conjunction  with  the  consolidated  financial
statements  and related notes included in the Company's Form 10-KSB for the year
ended  December 31, 1999.  The results of operations  for the six-month  periods
ended June 30, 2000 and 1999 are not  necessarily  indicative  of the  operating
results for a full year.

[3]  SUBSEQUENT EVENTS
The Company held it's annual  meeting on July 11, 2000 at 100 Jersey Ave.  Suite
310 Building B, New Brunswick N.J., where:

     1.   Ramesh C.  Pandey  Ph.D.  and Stephen F. Burg were  re-elected  to the
          Company's Board of Directors until the next meeting of stockholders or
          otherwise as provided in the Corporation's By-Laws.

     2.   The Corporations  Certificate of Incorporation was amended to increase
          the number of authorized shares from 250,000,000 to 750,000,000 shares
          consisting of 700,000,000 shares of Common Stock and 50,000,000 shares
          of Preferred Stock.

     3.   An  increase  in the  number of shares  of Common  Stock  which may be
          issued under the Xechem International, Inc. Amended and Restated Stock
          Option Plan to 25,000,000 shares was approved.

                                       8
<PAGE>

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS.8
          ------------------------------------

General
-------

     The Company is the holder of all of the capital  stock of Xechem,  Inc.,  a
development   stage   biopharmaceutical   company   engaged  in  the   research,
development,  and production of niche generic and proprietary drugs from natural
sources.  Xechem, Inc. was formed in March 1990 to acquire  substantially all of
the assets of a subsidiary of LyphoMed,  Inc. (later known as Fujisawa/LyphoMed,
Inc.)  a  publicly  traded  company.   Xechem  Laboratories  (formed  in  1993),
XetaPharm,  Inc.  (formed in 1996) and Xechem (India) Pvt. Ltd. are subsidiaries
of the Company. Xechem (Europe) an affiliate of Xechem, Inc., was closed in June
1999.

Results of Operations
---------------------

The Six Months Ended June 30, 2000  vs. The Six Months Ended June 30, 1999

     The following table sets forth certain  statement of operations data of the
Company for the cumulative  period from  inception  (March 15, 1990) to June 30,
2000 and for each of the six months ended June 30, 2000 and June 30, 1999.

                                                                     CUMULATIVE
                                               SIX MONTHS ENDED     INCEPTION TO
                                                   JUNE 30,           JUNE 30,
                                              2000         1999         2000
                                                (in thousands)
Revenue                                     $     11     $     47     $  1,146

Research and Development Expense            $    278     $    231     $  9,165

Rent, general and administrative expenses   $    502     $    283     $ 10,875

Writedown of Inventory and intangibles      $     --     $     --     $  1,723

(Loss) from operations                      $   (769)    $   (467)    $(20,617)

-------------------------
     8    Some of the statements  included in Item 2, Management  Discussion and
Analysis,  may be  considered  to be  "forward  looking  statements"  since such
statements relate to matters which have not yet occurred.  For example,  phrases
such as "the Company anticipates,"  "believes" or "expects" indicates that it is
possible that the event anticipated,  believed or expected may not occur. Should
such event not occur, then the result,  which the Company expected also, may not
occur or occur in a different manner, which may be more or less favorable to the
Company.  The Company does not undertake any obligation to publicly  release the
result of any revisions to the forward  looking  statements  that may be made to
reflect any future events or circumstances.

                                       9
<PAGE>

Revenue
-------

     The $36,000  decrease  in sales from the six months  ended June 30, 2000 to
the six months  ended June 30, 1999  represents  a $5,000  decrease or 38 % from
product  sales by the Company's  subsidiary  XetaPharm,  Inc.  Xechem Inc. had a
$32,000  decrease in testing  services for the six months ended June 30, 2000 as
compared to the six months ended June 30, 1999.

Research and Development
------------------------

     The  Company's   research  and  development   expenditures   were  made  in
conjunction with the development of compounds to make niche generic  anticancer,
antiviral and antibiotic  products that enjoy significant  market demand but are
no longer subject to patent  protection.  Research and development  expenditures
increased by $47,000 to $278,000 or 21% primarily a $27,000 increase in employee
compensation,  for the six months  ended June 30,  2000 as  compared  to the six
months ended June 30, 1999.

     Expenditures  for research and development  increased  during the first and
second quarter of 2000 and should  continue to increase for the remainder of the
year. The Company believes that increased research and development  expenditures
could  significantly  hasten  the  development  of new  products  as well as the
marketability of paclitaxel and its second-generation analogs.

Rent, General and Administrative
--------------------------------

     Rent, general and administrative expenses increased $219,000 or 78% for the
six months  ended June 30,  2000 as  compared  to the six months  ended June 30,
1999.  Legal fees  increased  over  $200,000 due  primarily to the stock options
granted to two legal firms for future  services  and the  continuing  court case
against M.D. Anderson Cancer Center.  The Company has also incurred increases in
Advertising of $18,000 and Accounting Fees of $17,000.

     The Company  anticipates  that  general and  administrative  expenses  will
continue  to  increase  as a  result  of the  expansion  of its  operations  and
marketing efforts. The Company's planned activities will require the addition of
new personnel, including management, and the development of additional expertise
in areas such as  preclinical  testing,  clinical trial  management,  regulatory
affairs,  manufacturing  and  marketing.  The exact number and nature of persons
hired, and the Company's  expenses for such persons will depend on many factors,
including the capabilities of those persons who seek employment with the Company
and the availability of additional funding to finance these efforts.

                                       10
<PAGE>

Liquidity and Capital Resources; Plan of Operations
---------------------------------------------------

     On June 30,  2000,  the Company had cash and cash  equivalents  of $46,000,
negative  working  capital of $1,267,000  and negative  stockholder's  equity of
$438,000.

     As a result of its net  losses  to June 30,  2000 and  accumulated  deficit
since  inception,  the Company's  accountants,  in their report on the Company's
financial  statements  for  the  year  ended  December  31,  1999,  included  an
explanatory  paragraph indicating there is substantial doubt about the Company's
ability to continue as a going concern.  The Company's  research and development
activities  are at an early stage and the time and money  required to  determine
the commercial value and marketability of the Company's proposed products cannot
be estimated  with  precision.  The Company  expects  research  and  development
activities  to  continue  to  require   significant  cost  expenditures  for  an
indefinite period in the future.

     In May 1995 the Company  filed a Drug Master File ("DMF") with the Food and
Drug  Administration  ("FDA")  for the  Company's  facilities.  The  Company has
completed  its  technology  validation  and  filed  a DMF  for  bulk  paclitaxel
manufacturing  in June 1997;  however,  the Company's  facilities have yet to be
inspected  by the FDA for current Good  Manufacturing  Practices  ("cGMP").  The
Company has sufficient raw materials to produce  commercial bulk paclitaxel that
has a market value of  approximately  $2,000,000 at current prices;  however the
book value was written down to $0.00 in 1997, and the Company  anticipates,  but
can provide no  assurances,  that it will  commence  sales of  paclitaxel in the
international  market in 2000.  Prior to commencing such sales, the Company must
file for and obtain  approvals from appropriate  regulatory  agencies in foreign
jurisdictions.  Additionally,  to the extent the Company  elects to  manufacture
bulk paclitaxel  domestically and ship it overseas for packaging,  the Company's
facilities must be approved for cGMP and the product must either be approved for
an investigational new drug exemption (not currently so approved),  or deemed in
compliance with the laws of 24  industrialized  "tier one" countries (not yet so
approved). Alternatively, the Company can produce the product entirely overseas;
however, it most likely would subcontract production to others from raw material
or  partially  processed  raw material  provided by the Company,  and might also
enter into joint venture or other marketing arrangements for sale of the product
overseas. There can be no assurance that necessary approvals will not be delayed
or  subject  to  conditions  or that  the  Company  will  be  able to meet  such
conditions.   In  addition,   the  Company  has  no   experience   in  marketing
pharmaceutical products for human consumption and there can be no assurance that
the Company will be able to successfully  market its paclitaxel product in bulk,
or indirectly through others, or be able to obtain satisfactory packaging of the
product in single dosage vials from an independent manufacturer.

     The Company has "Strategic Alliance  Agreements" with one European company,
and is negotiating with several other companies  outside of the United States to
license  production,  market  and sell  bulk and  injectable  paclitaxel.  These
companies will be responsible for the  registration of injectable  paclitaxel in
their respective countries.  Xechem will also grant a license to these companies
to manufacture  and sell Xechem's  patented new paclitaxel  analogs as well as a
new paclitaxel  formulation without  Cremophor(TM) or ethanol. In return, Xechem
will be  cross-licensed  by these companies to produce,  market and sell certain
key  pharmaceutical  products  in the United  States and India.  Xechem  will be
responsible  for the  registration  of these  products with the FDA. The Company
estimates  that the  aggregate  market  for  these  products  currently  exceeds
$1,000,000,000.

                                       11
<PAGE>

     Xechem  has  expended  and will  continue  to expend  substantial  funds in
connection  with the research and  development  of its products.  As a result of
these  expenditures,  and even with revenues  anticipated  from  commencement of
sales of paclitaxel,  the Company  anticipates that losses will continue for the
foreseeable future.

     Xechem's  planned  activities  will require the addition of new  personnel,
including  management,  and the continued development of expertise in areas such
as  preclinical   testing,   clinical  trial  management,   regulatory  affairs,
manufacturing and marketing. Further, if Xechem receives regulatory approval for
any of its products in the United States or elsewhere, it will incur substantial
expenditures  to develop its  manufacturing,  sales and  marketing  capabilities
and/or  subcontract or joint venture these activities with others.  There can be
no  assurance  that Xechem will ever  recognize  revenue or profit from any such
products. In addition,  Xechem may encounter unanticipated  problems,  including
developmental,  regulatory,  manufacturing  or marketing  difficulties,  some of
which may be beyond Xechem's ability to resolve. Xechem may lack the capacity to
produce its  products  in-house and there can be no  assurances  that it will be
able to locate suitable  contract  manufacturers or be able to have them produce
products at satisfactory prices.

     There can be no  assurance  that  management's  plans to obtain  additional
financing to fund operations will be successful. The financial statements do not
include any adjustments  relating to the  recoverability  and  classification of
recorded assets, or the amounts and  classification of liabilities that might be
necessary in the event that the Company cannot continue in existence.

     The Company has been  approved  for over  $500,000 in NJEDA tax credits and
has applied for an additional  $400,000 to be issued in later part of 2000.  The
Company anticipates, but can provide no assurances, approval for the full amount
with a cash benefit up to $750,000.

     On March 30, 2000 the Company  signed a joint venture  agreement with J & M
Consultants to establish Xechem  Pharmaceutical  China Ltd. with offices in Hong
Kong and Beijing, Peoples Republic of China.

     The purpose of  establishing  Xechem  China is to carry on the business of,
among other things, manufacturing, marketing and distributing pharmaceutical and
nutraceutical products. Xechem China will also carry out research,  development,
clinical  studies  and  production  of new drugs based on Xechem  technology  on
traditional Chinese medicine and other disciplines,  provide consulting services
for drug development and set up a certified  laboratory in P.R. China to screen,
verify and certify pharmaceutical products for the public.

     In an exclusive License Agreement with Xechem China,  Xechem  International
will allow the use of its patents,  trademarks and technical  information to use
the process to  manufacture,  market and sell the  products in the  Territory of
People's Republic of China,  Hong Kong,  Macao,  Taiwan (The Republic of China),
Mongolia,  Korea,  Singapore,  Malaysia,  Indonesia,  Republic  of  Philippines,
Thailand,  Vietnam,  Brunei,  Cambodia,  Myanmar,  and such other  countries  or
regions  which may be agreed  between the parties.  A  non-exclusive  license is
granted in Japan.  J & M has committed a sum of over  $1,200,000  and management
support to the joint  venture and up to  $240,000  as an  interest  free loan to
Xechem over 24 months. Profits of the joint venture are to be split 55% to J & M
and 45% to Xechem.

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<PAGE>

     In  the  first  phase,   Xechem  China  will  start  the  (i)   manufacture
pre-clinical  and clinical  studies of a new paclitaxel  formulation for ovarian
and  breast  cancers,  (ii)  toxicological  studies  on two of  Xechem's  second
generation    patented    paclitaxel   analogs   and   (iii)   registration   of
Xechem/XetaPharm's    nutritional   products   (GinkgoOnce(R),    GarlicOnce(R),
GinsengOnce(R), Gugulon(TM), Co-Enzyme Q-10 and Vida Pras(TM)).

     To date the Company has received  $60,000 as part of the interest free loan
and Xetapharm has received  purchase orders totaling  $125,000,  which are to be
shipped in the next twelve months.

                                       13
<PAGE>

PART II

                                OTHER INFORMATION

Item 1.   Legal Proceedings

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

Item 6.   Exhibits and Reports on Form 8-K

          (a). Exhibit 15

          (b). Reports on Form 8-K- none

                                       14
<PAGE>

                                   SIGNATURES

          Pursuant to the  requirements  of the  Securities  and Exchange Act of
1934,  the  Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.

     XECHEM INTERNATIONAL, INC.


     Date: August 10, 2000

                                        /s/  Ramesh C. Pandey
                                        ----------------------------------------
                                        Ramesh C. Pandey, Ph.D.
                                        President/Chief Executive Officer

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