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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarter ended September 30, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 0-30256
ADVANCED PLANT PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware 59-2762023
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
43 West 33rd Street
New York, New York 10001
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 695-3334
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 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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The number of shares outstanding of the Registrant's common stock is
108,499,506 (as of 11/11/99).
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ADVANCED PLANT PHARMACEUTICALS, INC.
INDEX TO QUARTERLY REPORT ON FORM 10-QSB
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
QUARTER ENDED SEPTEMBER 30, 1999
ITEMS IN FORM 10-QSB
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PAGE
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PART I FINANCIAL INFORMATION
Item 1. Financial Statements 4
Item 2. Management's Plan of Operation 10
PART II OTHER INFORMATION
Item 1. Legal Proceedings None
Item 2. Changes in Securities
and Use of Proceeds 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 11
SIGNATURES 13
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PART I
Financial Information
Item 1. Financial Statements.
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Advanced Plant Pharmaceuticals, Inc
Balance Sheet
As of September 30, 1999
(Unaudited)
<TABLE>
<CAPTION>
ASSETS
<S> <C>
Current assets:
Cash and cash equivalents $ 12,884
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Total current assets 12,884
Other assets 9,383
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$ 22,267
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts Payable $ 134,323
Accrued expenses payable 645,575
Loans payable 49,058
Due to distributor 103,500
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Total current liabilities 932,456
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Shareholders' Equity:
Common stock, $.0007 par value, 120,000,000
shares authorized and 108,499,506 shares issued 75,950
Capital in excess of par value 3,878,389
Accumulated deficit (4,819,348)
Treasury shares at cost (180)
Stock subscriptions receivable (45,000)
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Total shareholders' equity (910,189)
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$ 22,267
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See accompanying notes to financial statements.
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Advanced Plant Pharmaceuticals, Inc.
Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1999 1998 1999 1998
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<S> <C> <C> <C> <C>
Net Sales $ 1,248 $ 59 $ 6,849 $ 157
Cost of goods sold 1,720 765 9,051 834
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Gross profit (472) (706) (2,202) (677)
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Operating expenses:
Research and development - - 1,000 24,428
General and administrative 147,765 112,409 488,473 442,777
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Total operating expenses 147,765 112,409 489,473 467,205
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Operating loss (148,237) (113,115) (491,675) (467,882)
Other expense (income) - - - -
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Loss before provision for income taxes (148,237) (113,115) (491,675) (467,882)
Provision for income taxes - - - -
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Net loss $(148,237) $(113,115) $(491,675) $(467,882)
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Loss per common share $ (0.00) $ (0.00) $ (0.01) $ (0.01)
============================== ===========================
</TABLE>
See accompanying notes to financial statements.
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Advanced Plant Pharmaceuticals, Inc.
Statement of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended September 30,
1999 1998
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<S> <C> <C>
Cash Flows from Operating Activities:
Net Loss from operations $(491,675) $(467,882)
Adjustments to reconcile net loss from
operations to net cash used by operating
activities:
Amortization expense 475 475
Services paid with common stock 290,799 134,981
Decrease in prepaid expenses 12,153 8,489
Decrease in accounts payable (19,965) (4,257)
Increase(decrease) in accrued expenses (86,580) 115,825
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Net cash used by operations (294,793) (212,369)
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Cash Flows from Investing Activities: - -
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Cash Flows from Financing Activities:
Proceeds from short-term loans payable 37,479 13,278
Payments on short-term loans payable - (5,099)
Net proceeds from issuance of common stock 266,000 148,448
Stock subscriptions collected - 54,650
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Net cash provided by financing activities 303,479 211,277
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Net increase in Cash and cash equivalents 8,686 (1,092)
Cash and cash equivalents at beginning of period 4,198 2,684
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Cash and cash equivalents at end of period $ 12,884 $ 1,592
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Supplemental Cash Flow Information:
Cash Paid During the Period for:
Interest - -
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Income Taxes - -
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Information about Noncash Activities:
Common stock issued to satisfy loans and litigation $ 126,600 $ 23,906
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Common stock issued for services $ 290,799 $ 134,981
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</TABLE>
See accompanying notes to financial statements.
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ADVANCED PLANT PHARMACEUTICALS, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
(UNAUDITED)
1. BASIS OF PRESENTATION:
The accompanying unaudited financial statements of Advanced Plant
Pharmaceuticals, Inc. ("APPI" or the "Company") as of September 30, 1999
have been prepared in accordance with generally accepted accounting
principles for interim information. Accordingly, certain information and
footnote disclosures required under generally accepted accounting
principles have been condensed or omitted pursuant to the rules and
regulations of the Securities and Exchange Commission. In the opinion of
management, all adjustments of a recurring nature considered necessary for
a fair presentation of the results for the interim periods presented have
been included. Operating results for the nine months ended September 30,
1999 are not necessarily indicative of the results that may be expected
for the entire year or any other period.
These financial statements should be read in conjunction with the audited
financial statements for the year ended December 31, 1998.
2. NATURE OF OPERATIONS:
APPI focuses on the research and development of plant based dietary
supplements. During July 1999, the Company acquired exclusive rights and
interests to a thirteen step process which utilizes virtually the whole of
the nutrients found in plants to manufacture all natural herbal dietary
supplements. The Company intends to use this process to manufacture
products that it hopes to distribute worldwide through various sales
distribution contracts.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Cash Equivalents:
For purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments purchased with a maturity of three months
or less to be cash equivalents.
Other Assets:
Other assets consist of patents and a security deposit.
Patents are amortized on a straight-line method over their economic lives
and are reviewed for impairment whenever the facts and circumstances
indicate that the carrying amount may not be recoverable.
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ADVANCED PLANT PHARMACEUTICALS, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
(UNAUDITED)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):
Research & Development Costs:
Research and development costs are expensed as incurred.
Income Taxes:
APPI has incurred significant losses from operations. The Company has
elected not to record any tax benefits relating to potential net operating
loss carryforwards due to the uncertainty of realizing those benefits.
The Company intends to follow Statement of Financial Accounting Standards
No. 109 (SFAS 109), "Accounting for Income Taxes" when either operations
achieve profitability or the realization of net operating loss benefits
can more readily be measured, whichever comes first.
Earnings per Share:
Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings
Per Share" discusses the computation and presentation of earnings per
share ("EPS"). Basic EPS, as defined by SFAS No. 128, is computed by
dividing income available to common shareholders by the weighted-average
number of common shares outstanding for the reporting period, ignoring any
potential effects of dilution. Diluted EPS reflects the potential dilution
that would occur if securities, or other contracts to issue common stock,
were exercised or converted into common stock that then shared in the
earnings of the entity.
There were 1,900,000 common stock options outstanding as of September 30,
1999. As a result of the losses reported in the periods presented these
options, if exercised, would be antidilutive. Accordingly, only Basic EPS
is presented in these financial statements. The weighted-average number of
shares used in the computation of per share data was 108,499,506 and
48,210,655 for the three months ended September 30, 1999 and 1998,
respectively. For the nine-month periods then ended, the weighted-average
number of shares was 88,596,753 in 1999 and 46,320,868 in 1998.
Stock-Based Compensation:
APPI has satisfied various loans, trade payables, employee back-wages and
other liabilities through the issue of its common stock. The Company
accounts for such stock-based compensation using the fair-value method as
prescribed by SFAS No. 123, "Accounting for Stock-Based Compensation." The
Company has also issued stock options to key employees. As permissible
under SFAS No. 123, the Company accounts for stock options using the
intrinsic value method as prescribed under Accounting Principles Board
Opinion No. 25.
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ADVANCED PLANT PHARMACEUTICALS, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
(UNAUDITED)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Use of Estimates:
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions. These estimates and assumptions affect the reported amounts
of assets and liabilities, the disclosure of contingent liabilities and
the reported amounts of revenues and expenses. Actual results could differ
from these estimates.
4. CAPITAL STOCK:
The Company is authorized to issue 120 million shares of it common stock,
par value $.0007 per share. The holders of common stock are entitled to
one vote for each share held on all matters to be voted on by
stockholders.
The Company is also authorized to issue 5 million shares of preferred
stock, par value $.0007 per share. There is currently no preferred stock
outstanding and the company has no current plans to issue preferred stock.
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Item 2. Management's Plan of Operation.
(i) The Company believes that it currently has enough cash available to
enable it to operate for the next four months. The Company has had minimal
sales of its products and has primarily financed its operations, research and
development with the proceeds of the sale of its common stock. In order to
satisfy the Company's operations at least the eight months thereafter, the
Company will be required to raise additional capital, which it intends to do
through further debt and/or equity financing. The Company has not secured
commitments for such financings and its failure to do so will have a material
adverse effort on the Company and its operations.
(ii) The Company intends to use its Process to expand the Company's
product line to include herbal dietary supplements such as St. John's Wort, Kava
Kava, Ginko Biloba and Echinacea. The Company estimates that the initial
production and preliminary marketing of these four herbal products to potential
domestic and international distributors and wholesalers will cost approximately
$60,000.
(iii) The Company does not expect to purchase or sell any manufacturing
facilities or significant equipment over the next twelve months.
(iv) The Company does not foresee any significant changes in the number
of employees it will employ over the next twelve months.
The Year 2000
The concern known as "The Year 2000" problem or "Y2K" issue is the
result of computer programs being written using two digits rather than four to
define the applicable year. Failure of a computer program to recognize a date
using "00" as 2000 instead of 1900 could result in a system failure or
miscalculations causing disruptions of operations. To date, the Company is
unaware of any situation of non-compliance which would materially adversely
effect its operations or financial condition. The Company has three computers
used for the operation of its office, which the Company believes are Y2K
compliant. The Company does not own or operate any equipment which has computer
imbedded technology used in its operations. There can be no assurance that the
computer systems of other companies with which the Company transacts business
will be Y2K compliant and the Company has not made any inquiries to ascertain
Y2K compliance by such other companies.
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PART II
OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS.
EXHIBIT
NUMBER
3.1 Articles of Incorporation of the Company, as amended (1)
3.2 By-Laws of the Company (1)
27.1* Financial Data Schedule
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* Filed herewith.
(1) Filed as an Exhibit to the Company's Form 10-SB, dated July 23,
1999, and incorporated herein by reference.
(b) REPORTS ON FORM 8-K.
No reports on Form 8-K were filed during the third quarter of the
fiscal year ending December 31, 1999.
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FORWARD LOOKING INFORMATION
This Quarterly Report on Form 10-Q includes "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. For example, statements
included in this Quarterly Report regarding Management's plans and objectives
for the future and assumptions and predictions about products and sales are all
forward-looking statements. When used herein, words like "intend," "anticipate,"
"believe," "estimate," "plan" or "expect," as they relate to the Company, are
intended to identify forward-looking statements. The Company believes that the
assumptions and expectations reflected in such forward-looking statements are
reasonable, based on information available to it on the date of this Quarterly
Report, but no assurances can be given that these assumptions and expectations
will prove to have been correct or that the Company will take any action that it
may presently be planning. The Company is not undertaking to publicly update or
revise any forward-looking statement if it obtains new information or upon the
occurrence of future events or otherwise.
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SIGNATURES
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.
ADVANCED PLANT PHARMACEUTICALS, INC.
By:/s/ David Lieberman
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David Lieberman
Date: November 11, 1999 President
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Exhibit Index
EXHIBIT
NUMBER
3.1 Articles of Incorporation of the Company, as amended (1)
3.2 By-Laws of the Company (1)
27.1* Financial Data Schedule
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* Filed herewith.
(1) Filed as an Exhibit to the Company's Form 10-SB, dated July 23,
1999, and incorporated herein by reference.
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<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 12884
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 12884
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 22267
<CURRENT-LIABILITIES> 932456
<BONDS> 0
0
0
<COMMON> 75950
<OTHER-SE> (986139)
<TOTAL-LIABILITY-AND-EQUITY> 22267
<SALES> 6849
<TOTAL-REVENUES> 6849
<CGS> 9051
<TOTAL-COSTS> 9051
<OTHER-EXPENSES> 489473
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (491675)
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<INCOME-CONTINUING> (491675)
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<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (491675)
<EPS-BASIC> (.01)
<EPS-DILUTED> (.01)
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