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U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Amendment No. 1
to
FORM 10-SB
General Form For Registration of Securities
of Small Business Issuers Under Section 12(b)
or 12(g) of the Securities Act of 1934
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CLINICOR, INC.
(Name of Small Business Issuer in Its Charter)
NEVADA 88-0309093
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
307 CAMP CRAFT ROAD, SUITE 200, AUSTIN, TEXAS 78746
(Address of Principal Executive Office) (Zip Code)
(512) 327-7524
(Issuer's Telephone Number, Including Area Code)
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Securities to be registered under Section 12(b) of the Act: None
Securities to be registered under Section 12(g) of the Act:
Common Stock, $.001 par value
(Title of Class)
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CLINICOR, INC.
NOTES TO FINANCIAL STATEMENTS
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EQUIPMENT AND COMPUTER SYSTEMS
Equipment and computer systems are stated at cost. Depreciation is
calculated on the double-declining balance method and the straight-line
method over the estimated useful lives of the assets ranging from five to
seven years. Repair and maintenance costs are charged to expense as
incurred.
NET LOSS PER COMMON SHARE
Net loss per common share has been calculated by dividing the Company's net
loss by the weighted average number of shares of the Company's outstanding
common stock and common stock equivalents.
INCOME TAXES
Prior to the merger, Clinicor was an S Corporation, as defined by the
Internal Revenue Code ("Code"), for income tax reporting purposes. Pegasus
was a C Corporation, as defined by the Code. Subsequent to the merger, the
Company is a C Corporation for income tax reporting purposes. In accordance
with the Code, Clinicor's premerger accumulated net operating loss of
approximately $500,000 will not be available to the Company as a carry-
forward to offset future taxable income.
The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes"
("SFAS 109") issued by the Financial Accounting Standards Board ("FASB"),
under which deferred tax assets and liabilities are provided on differences
between financial reporting and taxable income using the enacted tax rates.
Under SFAS 109, deferred tax assets may be recognized for temporary
differences that will result in deductible amounts in future periods. A
valuation allowance is recognized, if on the weight of available evidence,
it is more likely than not that some portion or all of the deferred tax
asset will not be realized.
ACCOUNTING ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
NEW ACCOUNTING PRONOUNCEMENTS
Statement of Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
of" ("SFAS 121") issued by the FASB, is effective for financial statements
for fiscal years beginning after December 15, 1995. The standard
establishes new guidelines regarding when impairment losses on long-lived
assets, which include plant and equipment, certain identifiable intangible
assets, and goodwill, should be recognized and how impairment losses should
be measured. The Company does not expect adoption to have a material effect
on its financial position or results of operations.
F-7
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CLINICOR, INC.
NOTES TO FINANCIAL STATEMENTS
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Statement of Financial Accounting Standards No. 123, "Accounting for Stock-
Based Compensation" ("SFAS 123") issued by the FASB, is effective for
specific transactions entered into after December 15, 1995. The disclosure
requirements of SFAS 123 are effective for financial statements for fiscal
years beginning no later than December 15, 1995. The new standard
established a fair value method of accounting for stock-based compensation
plans and for transactions in which an entity acquires goods or services
from non-employees in exchange for equity instruments. The Company does not
expect adoption to have a material effect on its financial position or
results of operations.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company's financial statements, as defined by Statement of Accounting
Standards No. 107, "Disclosure of Information about Financial Instruments
with Off-Balance Sheet Risk and Financial Instruments with Concentration of
Credit Risk" ("SFAS 107"), include cash and cash equivalents, accounts
receivable, and amounts due under accounts payable, capital leases and
notes payable. These financial instruments are accounted for on a
historical basis which, due to the nature of these financial instruments,
approximates fair value.
INTERIM FINANCIAL INFORMATION
The financial statements at June 30, 1996 and for the six months ended June
30, 1995 and 1996 are unaudited, but include all adjustments (consisting
only of normal recurring adjustments) which the Company considers necessary
for a fair presentation of the financial position at such dates and the
operating results and cash flows for those periods. Results for interim
periods are not necessarily indicative of results to be expected for the
entire year.
COMMON STOCK
The authorized capital stock of the Company consists of 75,000,000 shares
of common stock with par value per share of $0.001. At the time of the
merger, Pegasus had 1,421,000 shares of common stock issued and
outstanding, of which 750,000 were issued immediately prior to the merger
for total proceeds of $750,000. In connection with the merger, Clinicor
shareholders converted 100% of Clinicor's 12,500 issued and outstanding
shares of common stock into 2,080,000 new shares of the surviving
corporation's common stock, and the surviving corporation changed its name
to Clinicor. Immediately subsequent to the merger, the Company had
3,501,000 shares of common stock issued and outstanding.
Effective September 15, 1995, the Company initiated a private placement
offering ("Offering") whereby Units were offered for sale to qualified
investors at $2.50 per Unit. Each Unit provides the purchaser one share of
the Company's common stock and one Warrant which enables Warrant holders
the right to purchase one share of the Company's common stock for every two
Warrants exercised at a price of $1.00 per share. In addition, the Sales
Agent for the Offering received Sales Agent Warrants equal to 20% of the
number of Units sold. Each Sales Agent Warrant provides the holder the
right to buy one Unit (as described above) at an exercise price of $2.50
per Unit.
The Offering was terminated on February 16, 1996. In connection with the
Offering, the Company sold 573,400 Units for gross proceeds of $1,433,500,
which provided the Company net proceeds of $1,273,538 after deducting
Offering expenses of $45,282 and commissions of $114,680, as shown in the
following table:
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SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934,
the registrant caused this amendment to registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
CLINICOR, INC.
Date November 15, 1996 By /s/ SUSAN M. GEORGEN-SAAD
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Susan M. Georgen-Saad
Vice-President, Chief Financial
Officer and Treasurer
