<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
----------------------------------
FORM 10-Q\A
[ x ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996.
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from:
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Commission file number 0-26476
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IGG INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter.)
NEVADA 33-0231238
(State of other jurisdiction of (IRS Employer
incorporation or organization) Identification no.)
One Kendall Square Building 300, Suite 200
Cambridge, Massachusetts 02139
(Address of principal executive offices, including zip code.)
(617) 621-3133
Registrant's telephone number, including area code.
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 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 x NO
The number of shares outstanding of the Registrant's Common
Stock, no par value per share, at March 31, 1996 was 8,407,341
shares.
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<PAGE> 2
PART I
ITEM 1. FINANCIAL STATEMENTS
Board of Directors
IGG International, Inc.
Cambridge, Massachusetts
ACCOUNTANT'S REVIEW REPORT
We have reviewed the accompanying consolidated balance sheet
of IGG International, Inc. (a development stage enterprise) as of
September 30, 1996, and the related consolidated statements of
operations, shareholders' equity (deficit) and cash flows for the
nine months ended September 30, 1996, and 1995, and for the period
from December 8, 1992 (inception) through September 30, 1996. The
review was conducted in accordance with Statements on Standards for
Accounting and Review Services issued by the American Institute of
Certified Public Accountants. All information included in these
financial statements is the representation of the management of IGG
International, Inc.
A review consists principally of inquiries of Company personnel and
analytical procedures applied to financial data. It is
substantially less in scope than an audit in accordance with
generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements
taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications
that should be made to the accompanying financial statements in
order for them to be in conformity with generally accepted
accounting principles.
The accompanying consolidated financial statements have been
prepared assuming that the Company will continue as a going
concern. As shown in the consolidated financial statements, the
Company incurred a net loss of $1,382,470 during the nine months
ended September 30, 1996, and as of that date, had an accumulated
deficit during the development stage of $2,264,732. As discussed
in Note 1, these conditions raise substantial doubt that the
Company will be able to continue as a going concern. The financial
statements do not include any adjustments that might result from
the outcome of this uncertainty.
The balance sheet for the year ended December 31, 1995 was audited
by us and we expressed an unqualified opinion on it in our report
dated March 22, 1996. We have not performed any auditing
procedures since that date.
Williams & Webster, P.S.
(Formerly Kevin J. Williams & Co.)
Spokane, Washington
November 13, 1996
<PAGE> 3
IGG INTERNATIONAL, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
CONSOLIDATED BALANCE SHEETS
<TABLE>
December 31, September 30,
1995 1996
(Unaudited)
_________ _________
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ 250,490 $ 263,672
Prepaid rent 28,052 5,634
Other 10,788 13,628
_________ ________
TOTAL CURRENT ASSETS 289,330 282,934
EQUIPMENT, net of
accumulated depreciation 16,810 29,981
OTHER ASSETS
Deposits 2,197 1,143
_________ _________
TOTAL ASSETS $ 308,337 $ 314,058
========= =========
</TABLE>
See accountant's review report and the accompanying notes which are
an integral part of these consolidated financial statements.
F-2
<PAGE> 4
IGG INTERNATIONAL, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
December 31, September 30,
1995 1996
(Unaudited)
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS'
EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 9,011 $ 129,456
Professional fees payable 136,297 126,882
Accrued interest 33,970 476
Notes payable to
shareholders, net 400,000 15,000
________ ________
TOTAL CURRENT LIABILITIES 579,278 271,814
________ ________
COMMITMENTS AND CONTINGENCIES - -
MINORITY STOCK INTERESTS - -
SHAREHOLDERS' EQUITY (DEFICIT)
Preferred stock, $.01 par
value, 5,000,000 shares
authorized; no shares
issued and outstanding - -
Common stock, $.01 par
value, 25,000,000 shares
authorized; 7,507,491 shares,
and 8,438,836 shares issued
and outstanding at
12/31/96 and 03/31/96,
respectively 75,075 89,551
Additional paid-in capital 536,246 2,217,425
Deficit accumulated during
development stage (882,262) (2,264,732)
__________ __________
TOTAL SHAREHOLDERS' EQUITY
(DEFICIT) (270,941) 42,244
__________ __________
TOTAL LIABILITIES AND SHARE-
HOLDERS' EQUITY (DEFICIT) $ 308,337 $ 314,058
========== ==========
</TABLE>
See accountant's review report and the accompanying notes which are
an integral part of these consolidated financial statements.
F-3
<PAGE> 5
(In order to file with the SEC via EDGAR, the Consolidated
Statements of Operations for IGG International, Inc.(a development
stage enterprise) have been formatted to fit across two pages.)
IGG INTERNATIONAL, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Three Months Ended
September 30,
1995 1996
___________ __________
<S> <C> <C>
REVENUES $ - $ -
___________ __________
GENERAL AND
ADMINISTRATIVE EXPENSES
Professional fees 19,572 10,424
Officers' salaries 43,320 46,200
Depreciation 977 2,811
Amortization-debt
issuance costs 9,510 -
Other 71,668 209,785
__________ __________
Total 145,047 269,220
RESEARCH AND
DEVELOPMENT COSTS
Consultants, supplies
and testing 5,883 234,119
__________ __________
OPERATING LOSS (150,930) (503,339)
__________ __________
OTHER INCOME (EXPENSES)
Interest expense (10,791) 4,160
Interest income 983 4,795
__________ __________
Total other income
(expenses) (9,808) 8,955
__________ __________
NET LOSS $ (160,738) $ (494,384)
========== ==========
NET LOSS PER COMMON SHARE $ (0.02) $ (0.06)
========== ==========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 7,158,153 8,637,115
========== ==========
See accountant's review report and the accompanying notes which are
an integral part of these consolidated financial statements.
F-4
<PAGE> 6
(In order to file with the SEC via EDGAR, the Consolidated
Statements of Operations for IGG International, Inc.(a development
stage enterprise) have been formatted to fit across two pages.)
Period from
December 8,
1992
(inception)
Nine Months Ended through
September 30, September 30, 1996
1995 1996
___________ ___________ ____________
<C> <C> <C>
$ - $ - $ -
___________ ___________ ____________
80,976 111,315 336,144
74,320 177,200 292,200
2,043 6,513 12,679
22,190 - 31,697
156,739 455,978 763,145
__________ ____________ ____________
336,268 751,006 1,435,865
117,460 543,742 711,925
__________ ____________ ____________
(453,728) (1,294,748) (2,147,790)
__________ ____________ ____________
(25,179) (103,232) (139,427)
4,519 15,510 22,485
__________ ____________ ____________
(20,660) (87,722) (116,942)
__________ ____________ ____________
$ (474,388) $(1,382,470) $(2,264,732)
========== ============ ============
$ (0.07) $ (0.16) $ (0.28)
========== ============ ============
7,158,153 8,637,115 7,981,534
========== ============ ============
</TABLE>
F-4
<PAGE> 7
IGG INTERNATIONAL, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
December 8,
1992
Nine months ended (inception)
Sept. 30, Sept. 30, through
1995 1996 Sept. 30, 1996
___________ ___________ ___________
<S> <C> <C> <C>
Cash flows from
operating activities:
Interest received $ 4,519 $ 15,510 $ 20,794
Cash paid for
services and
administration (436,687) (1,151,475) (1,855,234)
Interest paid (1,625) (10,140) (12,365)
___________ ___________ ___________
Net cash used in
operating activities (433,793) (1,146,105) (1,846,805)
___________ ___________ ___________
Cash flows from
investing activities:
Purchase of equipment (8,737) (19,684) (42,660)
Loans to shareholders (40,000) - (40,000)
Repayment of share-
holder loans 40,000 - 40,000
Deposits paid, net (2,311) 1,054 (1,143)
Net cash used in
acquisition (3,822) - (3,822)
___________ ___________ ___________
Net cash used in
investing activities (14,870) (18,630) (47,625)
___________ ___________ ___________
</TABLE>
See accountant's review report and the accompanying notes which are
an integral part of these consolidated financial statements.
F-5
<PAGE> 8
IGG INTERNATIONAL, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
<TABLE>
<CAPTION>
December 8,
1992
Nine months ended (inception)
Sept. 30, Sept. 30, through
1995 1996 Sept. 30, 1996
___________ ___________ ___________
<S> <C> <C> <C>
Cash flows from
financing activities:
Short-term borrowing 398,000 - 398,000
Payments on short-
term borrowing - (75,000) (75,000)
Proceeds from
issuance of
common stock 220,500 1,313,743 1,936,296
Payment of capital
acquisition fees (7,500) (60,826) (70,826)
Capital contributed
by shareholders - - 1,329
Debt issuance costs (31,697) - (31,697)
___________ ___________ ___________
Net cash provided by
financing activities 579,303 1,177,917 2,158,102
___________ ___________ ___________
Net increase in cash 130,640 13,182 263,672
Cash-beginning balance 17,131 250,490 -
___________ ___________ ___________
Cash-ending balance $ 147,771 $ 263,672 $ 263,672
=========== =========== ===========
</TABLE>
See accountant's review report and the accompanying notes which are
an integral part of these consolidated financial statements.
F-6
<PAGE> 9
IGG INTERNATIONAL, INC
(A DEVELOPMENT STAGE ENTERPRISE)
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
<TABLE>
<CAPTION>
December 8,
1992
Nine months ended (inception)
Sept. 30, Sept. 30, through
1995 1996 Sept. 30, 1996
___________ ___________ ___________
<S> <C> <C> <C>
Reconciliation of net
loss to net cash
used in operating
activities:
Net loss $ (474,388) $(1,382,470) $(2,264,732)
___________ ____________ ___________
Adjustments:
Interest expense
for extension of
notes payable paid
in common stock - 100,000 100,000
Interest on notes
converted to
common stock - 30,746 30,746
Amortization of
debt issuance
costs 22,190 - 31,697
Amortization of
debt discount 1,400 - 2,000
Depreciation 2,043 6,513 12,679
Increase(decrease)
in accounts payable 35,203 111,030 256,338
Increase in other
assets (6,912) (2,840) (12,367)
Decrease (increase)
in prepaid rent (37,108) 22,418 (5,634)
Increase (decrease)
in accrued interest 23,779 (33,494) 476
Legal fees paid by
issuance of stock - 1,992 1,992
___________ ___________ ___________
Total Adjustments 40,595 236,365 417,927
___________ ___________ ___________
Net cash used in
operating activities $ (433,793) $(1,146,105) $(1,846,805)
=========== =========== ===========
</TABLE>
See accountant's review report and the accompanying notes which are
an integral part of these consolidated financial statements.
F-7
<PAGE> 10
IGG INTERNATIONAL, INC.
(A Development Stage Enterprise)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 1995
and the nine month periods ended September 30, 1996 and 1995
_________________________________________________________________
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
IGG International, Inc. ("the Company"), formerly Alvarada, Inc.,
a Nevada corporation, is a successor by reverse acquisition (Note
7) to International Gene Group, Inc, a Michigan corporation. The
Company is a development stage enterprise formed for the research
and development of pharmaceutical products based on carbohydrate
chemistry. International Gene Group, Inc. will continue as a
subsidiary of IGG International, Inc. In June 1995, the Company
incorporated a new subsidiary, Agricultural Glycosystems, Inc. in
the state of Michigan. The Company is the sole shareholder in this
subsidiary. Agricultural Glycosystems, Inc. will develop
agricultural applications for products that are also based upon
carbohydrate chemistry and these products will be either licensed
from or jointly developed with the Government of Israel's
Agricultural Research Organization. IGG International, Inc. and
Agricultural Glycosystems, Inc. maintain an office in Cambridge,
Massachusetts.
PRINCIPLES OF CONSOLIDATION
The Company's financial statements include the accounts of the
Company, its majority owned subsidiary, International Gene Group,
Inc., and its wholly owned subsidiary Agricultural Glycosystems,
Inc. All material intercompany transactions and accounts have been
eliminated in the consolidated financial statements.
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid debt instruments purchased
with a maturity of three months or less to be cash equivalents.
Cash in interest-bearing accounts as of December 31, 1995 and
September 30, 1996 totals $215,432 and $232,423, respectively.
This includes over $100,000 and $200,000, respectively, which is
held by a single bank and could represent a concentration of credit
risk. The Company's management believes such risk is minimal since
these funds are in a "sweep" account which is daily reinvested in
government securities funds.
F-8
<PAGE> 11
IGG INTERNATIONAL, INC.
(A Development Stage Enterprise)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 1995
and the nine month periods ended September 30, 1996 and 1995
_________________________________________________________________
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
EQUIPMENT
Equipment is carried at cost. Depreciation is calculated on
accelerated methods over estimated useful lives ranging from 5 to
7 years.
ADVANCES TO AND FROM OFFICERS
In recent years, the officers have, as necessary, advanced funds to
the Company. Most of these advances have been converted to
additional paid-in capital. At times, the officers have received
advances from the Company.
PATENTS
Amounts paid to secure patent rights are expensed as paid until the
products under development have passed testing and prove to be
viable per regulatory requirements.
DEBT ISSUANCE COSTS
Debt issuance costs consist of legal and other related costs
incurred in connection with the Company's private placement
offering in early 1995. These costs were amortized over the
remaining life of the one-year promissory notes. Debt issuance
costs net of accumulated amortization totaled $31,697 as of
December 31, 1995.
RESEARCH AND DEVELOPMENT
Research and development costs, which consist primarily of
consultants, supplies and testing, are charged to operations as
incurred.
LOSS PER SHARE
Loss per share is computed using the weighted average number of
common shares outstanding or deemed to be outstanding during the
period, including any warrants which are exercisable and
outstanding. The computation of loss per share does not include
common stock equivalents which are anti-dilutive.
F-9
<PAGE> 12
IGG INTERNATIONAL, INC.
(A Development Stage Enterprise)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 1995
and the nine month periods ended September 30, 1996 and 1995
_________________________________________________________________
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
STOCK SPLIT
In March 1995, the Company effected a 78.14-for-1 reverse stock
split for all shares outstanding at that date. All references in
the financial statements to issued and outstanding shares and per
share data reflect this reverse stock split.
INCOME TAXES
As of September 30, 1996, the Company had accumulated net operating
losses of approximately $2,000,000. These losses are available to
reduce taxable income and the corresponding future federal and
state income taxes. These losses may be carried forward for
fifteen years, with the earliest expiration year of 2008.
MINORITY INTEREST
At September 30, 1996, minority shareholders held an approximately
three percent interest in International Gene Group, Inc. No value
for this minority interest is shown on the accompanying balance
sheet, as the subsidiary had a shareholders' deficit at September
30, 1996. During 1996, minority shareholders representing three
percent of the outstanding minority interest, converted their 585
shares in International Gene Group, Inc. into 173,449 shares of
common stock in IGG International, Inc. These conversions were at
296.49 shares in the Company for each minority share, which is the
same rate as the original acquisition of the Company.
GOING CONCERN
The consolidated financial statements of the Company have been
prepared on a going-concern basis. That basis of accounting
contemplates the realization of assets and the satisfaction of
liabilities in the normal course of conducting business operations.
F-10
<PAGE> 13
IGG INTERNATIONAL, INC.
(A Development Stage Enterprise)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 1995
and the nine month periods ended September 30, 1996 and 1995
_________________________________________________________________
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
GOING CONCERN (continued)
As shown in the consolidated financial statements, operations for
the year ended December 31, 1995 resulted in a net loss of
$675,833, and as of that date the Company had a shareholders'
deficit of $270,941. During the nine months ended September 30,
1996, the Company's net loss was $1,382,470. The Company's future
is dependent on its ability to continue to obtain additional
capital or adequate financing to fund successive phases of human
clinical testing of its products in order to prove their efficacy
and marketability, and to achieve a level of sales adequate to
support its operations.
The Company is currently engaged in raising additional capital from
qualified investors. The Company is making presentations to
various venture capital sources to raise additional capital. The
Company is also pursuing possible strategic partnerships or
collaborations with other companies interested in its substances
under development. In the nine months ended September 30, 1996,
the additional capital raised through the sale of common stock
totalled $1,252,917.
RESTATEMENT
The restatement of the financial statements have resulted in
certain changes in presentation which have no effect on the net
losses or shareholder's equity for December 31, 1995, or the year
then ended.
INTERIM FINANCIAL STATEMENTS
The interim financial statements as of and for the nine months
ended September 30, 1996 included herein have been prepared for the
Company, without audit. They reflect all adjustments which are, in
the opinion of management, necessary to present fairly the results
of operations for these periods. All such adjustments are normal
recurring adjustments. The results of operations for the periods
presented are not necessarily indicative of the results to be
expected for the full fiscal year.
F-11
<PAGE> 14
IGG INTERNATIONAL, INC.
(A Development Stage Enterprise)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 1995
and the nine month periods ended September 30, 1996 and 1995
_________________________________________________________________
NOTE 2. EQUIPMENT
The Company's equipment at December 31, 1995 and September 30, 1996
consists of the following:
December 31, 1995 September 30, 1996
[S] [C] [C]
Computer, office equipment
and improvements $ 22,976 $ 42,660
Less: accumulated
depreciation (6,166) (12,679)
_________ _________
TOTAL $ 16,810 $ 29,981
========= =========
NOTE 3. NOTES PAYABLE
In March 1995, the Company raised $400,000 from a private placement
offering of eight "investment units" from accredited investors whom
through their investments became shareholders of the Company. This
offering was intended to provide a "bridge" loan for the research
and development activities of the Company, and was contingent on
the completion of the reverse acquisition (Note 6). Each
investment unit consisted of a $50,000 promissory note and 25,000
shares of common stock. The promissory notes, which pay ten
percent interest per annum, have a maturity date of January 1, 1996
although this date may be extended at the Company's option for an
additional year. As a condition of extending the notes, the
Company is obligated to issue an additional 10,000 shares of common
stock to the note holders of each unit, resulting in a total of an
additional 80,000 shares of common stock being issued. In 1996,
the Company elected to extend the loan and issued the 80,000 shares
valued at $1.25 per share. This expense was treated as additional
interest paid in the first quarter of 1996 totalling $100,000.
The private placement offering document further requires that, if
the Company successfully completes a public or private offering of
equity securities for $500,000 or more, it must use 50% of the
proceeds of such offering to repay the promissory notes. Under the
offering document, the Company may elect to convert all or part of
the promissory notes and accrued interest to common stock at a
stated conversion rate of $.5001 per share of common stock, or at
an alternate conversion rate contingent upon the future trading
price of the Company's stock.
F-12
<PAGE> 15
IGG INTERNATIONAL, INC.
(A Development Stage Enterprise)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 1995
and the nine month periods ended September 30, 1996 and 1995
_________________________________________________________________
NOTE 3. NOTES PAYABLE (continued)
The Company has discounted the aforementioned promissory notes to
a value of $398,000. The discount of $2,000, based upon the
stock's assigned value of $.01, has been attributed to stock issued
with the investment units. The Company accrued interest payable on
the promissory notes at December 31, 1995 of $33,970.
Expenses associated with the private placement offering totaled
$31,697. These charges have been capitalized and were amortized
over the original period of the loans. These expenses include
legal and promotional costs associated with the debt offering and
the related reverse acquisition of Alvarada, Inc.
In January 1996, promissory note holders converted $310,000 of the
aforementioned promissory notes at the rate of $1.25 per common
share to 248,000 shares. The noteholders also converted $30,746 in
accrued interest at the rate of $1.25 per common share into 24,597
shares. During the first nine months of 1996, the Company repaid
$75,000 of the remaining promissory note including interest. As of
November 13, 1996, the Company is offering to convert those notes
still outstanding to common stock at the rate of $2.00 per share of
common stock.
NOTE 4. ACCOUNTS PAYABLE AND ACCRUED ATTORNEY FEES
In 1993 and 1994, the Company engaged the services of a Detroit,
Michigan law firm for the purpose of raising funds for the Company
from private investors. While ultimately unsuccessful in raising
any significant funds for the Company, the law firm billed the
Company $111,635 for its services in late 1994. This same amount
is recorded in full as an accrued liability on the Company's
balance sheet at December 31, 1995 and September 30, 1996.
The Company disputes the amount of the legal charges and expects to
settle this obligation for an amount less than the recorded
liability. As of August 11, 1996, the amount and timing of any
settlement is unknown. As of December 31, 1995 and September 30,
1996, the Company owed additional legal and accounting bills
totalling $24,662 and $15,247, respectively.
F-13
<PAGE> 16
IGG INTERNATIONAL, INC.
(A Development Stage Enterprise)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 1995
and the nine month periods ended September 30, 1996 and 1995
_________________________________________________________________
NOTE 5. SHAREHOLDERS' EQUITY
International Gene Group, Inc. was incorporated on December 8, 1992
with an authorized capitalization of 60,000 shares of no par common
stock. The Company did not begin its activities or issue stock
until early 1993. In 1993, the original shareholders received
common stock for services provided and contributed $43,687 in cash.
In 1994, these shareholders contributed an additional $1,590 in
cash. During 1994, the Company sold common stock by subscription
agreements for a total of $62,700.
As of March 7, 1995, the majority shareholders of International
Gene Group , Inc., controlling 19,633 shares of common stock,
acquired eighty-one percent control of Alvarada, Inc. through a
reverse acquisition in exchange for their stock (Note 7). The
investment of the remaining shareholders, controlling 1,278 shares
of International Gene Group, Inc., is recorded as minority interest
in this subsidiary (Note 1).
The acquisition is being accounted for as a reverse acquisition and
the subsequent capital structure of the continuing entity includes
the restated stock of Alvarada, Inc. at $.01 par value and a
combination of the companies' additional paid-in capital. After
the reverse stock split in 1995, the authorized capital stock
of Alvarada, Inc., subsequently known as IGG International, Inc.,
was amended to include thirty million (30,000,000) authorized
shares of stock, consisting of twenty-five million (25,000,000)
shares of common stock with a par value of $.01, and five million
(5,000,000) shares of preferred stock with a par value of $.01.
On March 31, 1995, in exchange for accepting a seat on the Board of
Directors, the Company agreed to issue Mr. James C. Czirr warrants
to purchase up to a total of 300,000 shares of the Company's common
stock exercisable at $.10 per share through March 2005. As of
December 31, 1995, one hundred thousand of these warrants are
considered outstanding and exercisable. As of September 30, 1996,
two hundred thousand of these warrants are considered as
outstanding and excercisable.
F-14
<PAGE> 15
IGG INTERNATIONAL, INC.
(A Development Stage Enterprise)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 1995
and the nine month periods ended September 30, 1996 and 1995
_________________________________________________________________
NOTE 5. SHAREHOLDERS' EQUITY (continued)
In September 1996, the Company reached a final consulting agreement
with Mr. Czirr. Under this agreement , the warrants issued will be
limited to 200,000 outstanding warrants. Furthermore, Mr. Czirr
will receive in October 1996, 45,500 shares of common stock under
the Nonqualifying Stock Option Plan adopted in May 1996.
On October 1, 1995, the Company agreed to issue 1,500 shares of
common stock per month to Ms. Yael Zisling in exchange for her
coordination and direction of public and investor relationships.
These shares are to be distributed under a benefit plan to be
adopted. The Company has the right upon thirty days notice to
convert this distribution to a cash payment of $4,000 per month.
The original agreement provided for Ms. Zisling's services for a
three-month period. The Company paid Ms. Zisling $6,000 in cash in
February 1996, in partial consideration of her efforts. Ms.
Zisling is no longer providing services to the Company. In early
October 1996, an agreement was reached with Ms. Zisling in which
the Company paid an additional $6,000 in cash plus expenses in full
consideration for services provided.
Additional capital raised by the Company in 1995 includes $271,666
from the down payment on a subscription for 684,874 shares of
common stock with a total subscription price of $815,000. The
future payments on this subscription are contingent upon the
Company being able to raise additional investor subscription
proceeds matching or exceeding the original down payment and
subsequently matching or exceeding each of the two future
semi-annual payments of $271,666. The Company has currently
satisfied the requirement for matching the down payment and the
subsequent payments due on the above mentioned subscription. In
July 1996, the second installment of $271,616 was paid and 228,291
shares of common stock were issued.
On April 26, 1996, the Company entered into an agreement with
Trinity American Corporation granting Trinity warrants for 500,000
shares of the Company's common stock. These warrants are
exercisable at $5.00 per share for a term of 365 days or 100 days
after the Securities and Exchange Commission declares the
registration statement effective, registering the warrants and
underlying shares. In early November 1996, the Company is pursuing
the registration of these warrants with the Securities and Exchange
Commission.
F-15
<PAGE> 18
IGG INTERNATIONAL, INC.
(A Development Stage Enterprise)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 1995
and the nine month periods ended September 30, 1996 and 1995
_________________________________________________________________
NOTE 5. SHAREHOLDERS' EQUITY (continued)
In June 1996, the Company granted 2,500 warrants per month for a
period of thirteen months to Mr. Richard Salter in consideration of
consulting services. The purchase price of common stock from these
warrants is $0.01 per share and will be considered vested and
exercisable immediately each month.
In October 1996, this agreement was amended to grant monthly 2,500
shares of restricted common stock and 2,500 shares registered
pursuant to the Nonqualifying Stock Option Plan adopted in May
1996. This change was effective for July 1996 and the following
twelve months. Also at that time, the Company agreed to issue an
additional 40,000 shares of restricted common stock for services.
Furthermore, the Company granted Mr. David Sandberg, in
consideration for legal services, the right to purchase up to
10,000 shares of common stock at $0.01 per share based on warrants
issued for reduction in legal fees. As of September 30, 1996, the
Company considers 735 shares issued to Mr. Sandberg under this
agreement.
In September 1996, the Company reached an agreement with Mr. Keith
Greenfield to issue common stock for his services in consulting and
negotiations. The Company agreed to issue 43,000 shares of
restricted common stock and 15,000 shares of common stock pursuant
to the Nonqualifying Stock Option Plan adopted in May 1996.
NOTE 6. RELATED PARTY TRANSACTIONS
In January 1994, the Company agreed that its founder, Dr. David
Platt, would receive an inventor's royalty from the Company of two
percent of net sales, in exchange for the licensed patent rights on
the modified pectin and related substances being developed. The
Company has agreed to pay all of the costs to procure and maintain
any patents granted under this agreement.
The agreement includes a requirement that the royalties paid in the
sixth year of this agreement and all subsequent years meet a
minimum requirement of $50,000. If this requirement is not met,
Dr. Platt may terminate the agreement and retain the patent rights.
The Company may terminate the agreement on sixty days' notice.
F-16
<PAGE> 19
IGG INTERNATIONAL, INC.
(A Development Stage Enterprise)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 1995
and the nine month periods ended September 30, 1996 and 1995
_________________________________________________________________
NOTE 6. RELATED PARTY TRANSACTIONS (continued)
As of March 31, 1995, the Company entered into an agreement with a
director and shareholder, Mr. James C. Czirr, to perform full time
consulting services at the rate of $8,000 per month plus
reimbursable expenses. In June 1995, Mr. Czirr's consulting
contract was canceled and he was removed from the Company's Board
of Directors. As of September 28, 1995, Mr. Czirr again became a
consultant to the Company and had his interests modified, as
discussed in Note 5.
NOTE 7. ACQUISITION AND RECAPITALIZATION
On March 7, 1995, Alvarada, Inc. acquired International Gene Group,
Inc. by exchanging 5,821,086 shares of its issued and outstanding
common stock for 19,633 issued and outstanding shares of
International Gene Group, Inc. As a result of this exchange,
Alvarada, Inc. acquired approximately 94% of the outstanding common
stock of International Gene Group, Inc. The shares issued in this
exchange are considered as being issued from the earliest period
presented, January 1, 1993, for the calculation of weighted average
shares outstanding. In the reverse acquisition, no adjustment of
assets of either company to "fair value" has been made, and
goodwill has not been recognized as a result of the acquisition.
Prior to the acquisition of International Gene Group, Inc.,
Alvarada, Inc. had approximately 1,349,860 shares of common stock
issued and outstanding. As shares were reissued from the stock
split and acquisition, any fractional shares were rounded upward in
accordance with the agreements. As of March 28, 1995, Alvarada,
Inc. changed its name to IGG International, Inc.
ACQUISITION
The assets and liabilities of Alvarada, Inc. as of March 7, 1995,
prior to the acquisition of 94% of International Gene Group, Inc.,
consisted of the following recorded at their historical amounts:
F-17
<PAGE> 20
IGG INTERNATIONAL, INC.
(A Development Stage Enterprise)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 1995
and the nine month periods ended September 30, 1996 and 1995
_________________________________________________________________
NOTE 7. ACQUISITION AND RECAPITALIZATION (continued)
Cash $ 139
Cash in escrow-bridge loan 400,000
Debt issuance costs 31,697
_________
Total assets 431,836
_________
Accounts payable (5,000)
Accounts payable-debt issuance costs (31,458)
Promissory notes payable, net (398,000)
Shareholder loans (21,200)
_________
Total liabilities (435,658)
__________
Net liabilities acquired $ (3,822)
==========
Alvarada, Inc. had an accumulated deficit during development stage
of $274,784 as of December 31, 1994. Prior to the reverse
acquisition of March 7, 1995, Alvarada, Inc. had a net loss of
$1,548 from the beginning of the year until this date. Prior to
this acquisition, during February 1995, shareholders contributed
$500 for 6,399 shares of common stock.
NOTE 8. LEASES
The Company leases office space in Cambridge, Massachusetts under
a two-year operating lease expiring on August 24, 1997. The
Company elected to pay the first year's rent in advance, which
included the base rent of $27,150, charges for common area
maintenance and real estate taxes of $11,670 and a security deposit
of $2,263. The rent paid under this agreement will be adjusted for
actual common area charges and real estate taxes. Also as of
September 1995, the Company was leasing a vehicle under an
operating lease of $400 per month over a forty-two month period.
In June 1996, the Company leased an additional automobile for two
years at $481 per month. The Company also leased a copier in May
1996, for three years at $285 per month.
F-18
<PAGE> 21
IGG INTERNATIONAL, INC.
(A Development Stage Enterprise)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 1995
and the nine month periods ended September 30, 1996 and 1995
_________________________________________________________________
NOTE 8. LEASES (continued)
Minimum future rental payments under non-cancelable operating
leases with remaining terms in excess of one year as of June 30,
1996 for each of the next five calendar years in the aggregate are
as follows:
Year ended December 31,
1996 $ 13,611
1997 39,848
1998 10,144
1999 2,340
2000 -0-
The Company's subsidiary, Agricultural Glycosystems, rented office
space on a month-to-month basis in Malvern, Pennsylvania. The
monthly rental payment was $700 plus any additional services and
was being accounted for as an operating lease. This lease was
terminated in July 1996. In connection with this lease, the
Company paid a security deposit of $650 in 1995. The Company also
leases some office furniture as needed on a month to month basis.
NOTE 9. LICENSING AGREEMENT
AGRICULTURAL GLYCOSYSTEMS, INC.
On December 29, 1995, the Company's subsidiary Agricultural
Glycosystems, Inc. (AGI) entered into a licensing agreement with
the Government of Israel's Agricultural Research Organization
concerning shared technology. The licensing agreement requires
that AGI pay a three percent (3%) royalty on the net selling price
of any licensed products arising from the shared technology. As an
additional condition of this agreement, AGI will fund a research
and development program requiring payments over the next five years
totaling $1,573,000. In the first year of the licensing agreement,
AGI is obligated to pay $327,000 followed by successive annual
payments of $332,000, $314,000, $300,000 and $300,000,
respectively. This agreement will be effective until the patents
concerning the licensed technology have expired or the agreement is
terminated by the parties involved. The Company paid $30,000 of
the first year's payment in 1995, and an additional $170,000
through September 1996.
F-19
<PAGE> 22
IGG INTERNATIONAL, INC.
(A Development Stage Enterprise)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 1995
and the nine month periods ended September 30, 1996 and 1995
_________________________________________________________________
NOTE 10. NONQUALIFYING STOCK OPTION PLAN
In May 1996 the Company adopted a Nonqualifying Stock Option Plan
and registered 500,000 shares of common stock with the Securities
and Exchange Commission for issuance under the option agreements.
The exercise price of each option will be determined by the Board
of Directors of the Company and must be issued within ten years
from May 1, 1996. The Company may issue these options to its
officers, directors, employees and consultants (see Note 5).
F-20
<PAGE> 23
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the
consolidated financial statements and the notes thereto.
Liquidity, Capital Resources and Material Changes in Financial
Condition:
The need for sustained funding of the Company's current research
and development programs drives management's efforts to raise
additional capital. Once raised, such funds are targeted for the
Company's wholly owned subsidiary, Agricultural Glycosystems, Inc.
(AGI), to conduct a field study program in 1997, continue research
and conclude the regulatory approval process for the Company's
natural fungicide product, Elexa. A priority has been placed on
the funds raised from the current financing effort to meet the
needs of developing Elexa and the administrative costs of the
Company. However, current fund raising efforts are also focused on
raising funds sufficient to continue research and begin a Phase One
clinical trial in cancer patients for the Company's other
subsidiary, International Gene Group, Inc.
Currently, the Company is making presentations to financial
institutions and individual investors in order to raise capital.
The Company has obtained commitments from a single investor who has
provided the Company with over $540,000 in capital through the
third quarter of 1996 and will provide an additional $270,000 in
the fourth quarter of 1996. The Company expects to attempt to
conduct an additional public offering of its equity securities,
after completing additional clinical and field tests of its
substances in development, and upon signing a partnership agreement
with a chemical or pharmaceutical company.
As of September 30, 1996, the Company had $263,672 in cash to
sustain its development and fund raising efforts for the next six
months. Although the Company has current liabilities in excess of
$271,000, $15,476 of this amount is short-term notes and the
accrued interest thereon (which may be converted to equity) and
$111,635 is accrued professional fees, which are disputed.
Management expects that the disputed professional fees will be
settled for an amount significantly less than recorded, but there
are no assurances that these legal fees will be settled for an
amount less than $111,635. There have been no communications
concerning the disputed amount for nearly two years. In the quarter
ended March 31, 1996, the Company did convert $340,000 of
notes payable and accrued interest to common stock.
<PAGE> 24
In the third quarter of 1996, the Company raised in excess of
$466,000 from the issuance of common stock. In the same period of
1995, the Company had raised $55,000 from the net proceeds of
issuing common stock. The March 1995 acquisition of Alvarada, Inc.
by the majority shareholders of International Gene Group, Inc. to
form IGG International, Inc. provided most of these resources. The
cash raised in 1996 and 1995 has been used to expand the Company's
research and to position the Company for the raising of additional
funds.
The Company has no bank lines of credit or other commercial
financing sources at present and does not expect to obtain any. It
is not known whether additional funds could be borrowed from
shareholders or other sources.
Going Concern Qualification:
Our auditors stated that the consolidated financial statements of
the Company for the year ended December 31, 1995 were prepared on
the going-concern basis. As of December 31, 1995, the
shareholders' deficit was $270,941 and the Company had a deficit
accumulated during the development stage of $882,262. In the first
nine months of 1996, the Company has expended funds which caused
the accumulated deficit to increase by $1,382,470. The Company
expects to continue in a deficit situation until the first of its
products under development is approved by regulatory authority for
sale. The Company's future is dependent on its ability to continue
to obtain additional capital or adequate financing until such time
as its clinical and field testing is completed and its products are
marketable with sales levels adequate to support future operations.
Results of Operations:
Material Changes in Operations for the Comparative Quarters ended
September 30, 1996 and 1995:
The Company is a start-up biotechnology venture with two
subsidiaries: Agricultural Glycosystems, Inc. (wholly owned) and
International Gene Group, Inc. (97% owned). The Company's
research efforts are directed at products used to improve plant
protection against fungus, the treatment of human cancer, and
diseases related to immune system deficiencies. The short-term
specific goal of the Company's business is to successfully develop,
test and obtain EPA approval of its products for agricultural use.
The Company will also continue efforts to obtain IND approval from
the FDA to begin human clinical trials. During the first three
months of 1995, the Company acquired financial resources in its
acquisition of Alvarada, Inc.
<PAGE> 25
The Company's payments in 1996 include $170,000 paid to the
Government of Israel's Agricultural Research Organization as part
of a licensing and research agreement on shared technologies.
Also, in December 1995, the Company paid $30,000 for the first
year's installment under this licensing agreement. In the three
months ended September 30 , 1995, the Company expended an
additional $5,883 on research and product development. In the same
period of 1996, the Company expended $234,119 for clinical research
and product testing.
The Company's expenditures have increased significantly between the
third quarter of 1995 and the comparable quarter for 1996. In the
third quarter of 1995, the Company expended $145,047 on
professional services, administrative and general expenses, while
similar expenditures in the third quarter of 1996 totaled $269,220.
In the first quarter of 1996, the Company recorded $100,000 in
interest expense on shareholders' loans in return for the option of
extending the loans for another year or converting such loans to
equity in the Company. Consistent with the original agreement and
in payment of this amount, the Company issued 80,000 common shares
valued at $1.25 per share to note-holders in the first quarter of
1996. In the third quarter of 1996, the Company paid $17,500 in
principal on short-term notes. There are currently no assurances
that the remaining notes of $15,000 will be converted to common
stock before the end of the 1996.
The Company has not received any revenue from the sale and
development of its products, nor will it derive any significant
revenues until regulatory authorities have approved its products
for sale. The Company did, however, receive $4,795 and $983 in
interest income on cash reserves in the three months ended
September 30, 1996 and 1995, respectively.
<PAGE> 26
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.
Dated this 14th day of November, 1996.
IGG INTERNATIONAL, INC.
(the "Registrant")
BY: /s/ Bradley J. Carver,
President, Treasurer, Chief
Financial Officer and a member
of the Board of Directors
<PAGE>
<PAGE> 27
EXHIBIT INDEX
Exhibit No. Description
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted
from the financial statements at September 30, 1996 (Unaudited)
and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 263,672
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 282,934
<PP&E> 42,660
<DEPRECIATION> 12,679
<TOTAL-ASSETS> 314,058
<CURRENT-LIABILITIES> 271,814
<BONDS> 0
0
0
<COMMON> 89,551
<OTHER-SE> (47,307)
<TOTAL-LIABILITY-AND-EQUITY> 314,058
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,294,748
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 103,232
<INCOME-PRETAX> (1,382,470)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,382,470)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,382,470)
<EPS-PRIMARY> 0.16
<EPS-DILUTED> 0.16
</TABLE>
