<PAGE> 1
=================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
____________________________________
FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1997.
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from:
Commission file number 0 - 26476
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 the 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,
$.01 par value per share, at June 30, 1997 was 10,839,226 shares.
=================================================================
<PAGE> 2
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements
(In order to transmit these documents to the SEC via EDGAR, IGG
International, Inc., a development stage enterprise, Consolidated
Balance Sheets have been formatted to fit across two pages. This is
page 1 of 2).
IGG INTERNATIONAL, INC.
(A Development Stage Enterprise)
CONSOLIDATED BALANCE SHEETS
(Unaudited)
ASSETS
<TABLE>
<CAPTION>
June 30, December 31,
1997 1996
<S> <C> <C>
Current assets:
Cash $ 1,147,201 $ 444,661
Prepaid expenses 19,089 6,134
Notes receivable - stockholders,
current portion 1,130 -
Other 11,398 12,268
----------- -------------
Total current assets 1,178,818 463,063
----------- -------------
Equipment, net of
accumulated depreciation 29,936 23,987
----------- -------------
Other assets:
Notes receivable - stockholders,
net of current portion 88,661 -
Deposits 1,789 1,789
----------- -------------
Total other assets 90,450 1,789
----------- -------------
$ 1,299,204 $ 488,839
=========== =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 125,849 $ 62,648
Accrued liability 40,000 -
Professional fees payable 131,798 128,100
----------- -------------
Total current liabilities 297,647 190,748
----------- -------------
F-1
<PAGE> 3
(In order to transmit these documents to the SEC via EDGAR, IGG
International, Inc., a development stage enterprise, Consolidated
Balance Sheets have been formatted to fit across two pages. This is
page 2 of 2.
Stockholders' equity:
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;
10,839,226 shares, and 9,462,641
shares issued and outstanding
at June 30, 1997, and December
31, 1996, respectively 108,392 94,626
Additional paid-in capital 5,835,020 3,082,822
Stock options and warrants 819,543 303,052
Deficit accumulated during
development stage (5,761,398) (3,182,409)
----------- ------------
1,001,557 298,091
----------- ------------
$ 1,299,204 $ 488,839
=========== ============
</TABLE>
The consolidated balance sheet at December 31, 1996 has been derived
from the audited financial statements at that date.
The accompanying notes are an integral part of the consolidated
financial statements.
F-1a
<PAGE> 4
IGG INTERNATIONAL, INC.
(A Development Stage Enterprise)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Period from
December 8,
1992
(inception)
through
3 Months Ended 6/30 6 Months Ended 6/30 June 30
1997 1996 1997 1996 1997
<S> <C> <C> <C> <C> <C>
Revenues $ - $ - $ - $ - $ -
General and
administrative
expenses 459,527 257,806 758,965 481,786 2,561,949
Research and
development
costs 1,356,099 135,691 1,817,992 309,623 3,081,202
----------- ---------- ------------ ---------- -----------
Operating loss (1,815,626) (393,497) (2,576,957) (791,409) (5,643,151)
----------- ---------- ------------ ---------- -----------
Other income (expense):
Interest expense - (3,386) - (107,392) (139,712)
Interest income 22,523 4,890 37,968 10,715 63,232
Loss on disposal
of assets - - - - (1,767)
Loss contingency (40,000) - (40,000) - (40,000)
----------- --------- ----------- ---------- -----------
Total other income
(expense) (17,477) 1,504 (2,032) (96,677) (118,247)
----------- --------- ------------ ---------- -----------
Net loss $ (1,833,103) $(391,993) $ (2,578,989) $ (888,086) $(5,761,398)
============ ========== ============ ========== ===========
Net loss per
common share $ (0.17) $ (0.05) $ (0.24) $ (0.11)
============ ========= ============ ==========
Weighted average number
of common shares
outstanding 10,798,370 8,452,306 10,482,814 8,452,306
========== ========= ========== =========
</TABLE>
The accompanying notes are integral part of these consolidated financial
statements.
F-2
<PAGE> 5
IGG INTERNATIONAL, INC.
(A Development Stage Enterprise)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Period from
December 8,
1992
(inception)
through
Six Months Ended June 30, June 30,
1997 1996 1997
<S> <C> <C> <C>
Cash flows from operating activities:
Interest received $ 39,489 $ 10,715 $ 63,062
Cash paid for services and
administration (1,400,078) (723,894) (3,814,743)
Interest paid - (5,210) (5,742)
------------ ---------- ------------
Net cash used in
operating activities (1,360,589) (718,389) (3,757,423)
------------ ---------- ------------
Cash flows from investing activities:
Loans to stockholders (90,000) - (130,000)
Repayment of stockholder loans 209 - 40,209
Purchase of equipment (12,080) (14,793) (54,740)
Deposits paid, net - 690 (1,789)
Net cash used in acquisition - - (3,822)
------------ ---------- ------------
Net cash used in
investing activities (101,871) (14,103) (150,142)
------------ ---------- ------------
Cash flows from financing activities:
Short-term borrowing - - 398,000
Payments on short-term borrowing - (57,500) (90,000)
Proceeds from issuance of common stock 2,165,000 827,076 4,847,960
Payment of capital acquisition fees - (40,326) (70,826)
Capital contributed by stockholders - - 1,329
Debt issuance costs - - (31,697)
------------ ---------- ------------
Net cash provided by
financing activitie 2,165,000 729,250 5,054,766
------------ ---------- ------------
Net increase in cash 702,540 (3,242) 1,147,201
Cash, beginning balance 444,661 250,490 -
------------ ---------- ------------
Cash, ending balance $ 1,147,201 $ 247,248 $ 1,147,201
============ ========== ============
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-3
<PAGE> 6
IGG INTERNATIONAL, INC.
(A Development Stage Enterprise)
CONSOLIDATED STATEMENTS OF CASH FLOWS . . . continued
(Unaudited)
<TABLE>
<CAPTION>
Period from
December 8,
1992
(inception)
through
Six Months Ended June 30, June 30,
1997 1996 1997
<S> <C> <C> <C>
Reconciliation of net loss to net cash used in
operating activities:
Net loss $ (2,578,989) $ (888,086) $(5,761,398)
Adjustments to reconcile net loss to net cash
used in operating activities:
Interest expense on notes paid in
common stock - 130,746 130,746
Consulting services paid in stock options 757,662 - 1,181,714
Consulting and professional services paid
in common stock 359,793 1,074 364,594
Amortization of debt issuance costs - - 31,697
Amortization of debt discount - - 2,000
Loss on disposal of assets - - 1,767
Depreciation 6,131 3,702 23,037
------------ ----------- -----------
Net cash used in operating activities before
changes in assets and liabilities (1,455,403) (752,564) (4,025,843)
(Increase) decrease in prepaid expenses (12,955) 19,410 (19,089)
(Increase) decrease in other current assets 870 (1,296) (10,138)
Increase in current liabilities 106,899 44,625 297,647
Decrease in accrued interest payable - (28,564) -
------------ ---------- -----------
Net cash used in
operating activities $ (1,360,589) $ (718,389) $(3,757,423)
============ ========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-4
<PAGE> 7 IGG INTERNATIONAL, INC.
(A Development Stage Enterprise)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three Months and Six Months Ended June 30, 1997 and 1996
and the Period from December 8, 1992 (Inception)
Through June 30, 1997
1. BASIS OF PRESENTATION
The Company is a development stage enterprise formed for the research
and development of pharmaceutical and agricultural products based on
carbohydrate chemistry.
The accompanying unaudited financial statements of the Company have
been prepared pursuant to the rules and regulations of the Securities and
Exchange Commission ("SEC"), and, in the opinion of management, reflect all
adjustments (consisting of only normal recurring adjustments) necessary to
present fairly the financial position, results of operations and cash flows
for the periods presented.
Certain information and footnote disclosures included in financial
statements prepared in accordance with generally accepted accounting
principles have been omitted. These financial statements should be read in
conjunction with the audited financial statements and notes thereto
included in the financial statements filed as part of the Company's Annual
Report on Form 10-K filed for the year ended December 31, 1996.
The results of the operations for the three months and the six months
ended June 30, 1997 are not necessarily indicative of the operating results
to be expected for the full year.
2. NET LOSS PER COMMON SHARE
For the three and six month periods ended June 30, 1997 and 1996, net
loss per common share was computed using the weighted average number of
common shares outstanding during the period.
In March 1997, the Financial Accounting Standards Board issued
Statement No. 128, "Earnings Per Share", ("SFAS 128"). SFAS 128
establishes standards for computing and presenting earnings per share and
applies to entities with publicly held common stock or potential common
stock. This statement is effective for fiscal years ending after December
15, 1997 and early adoption is not permitted. The Company will adopt this
statement for its fiscal year ended December 31, 1997. The Company
believes that the adoption of SFAS 128 will not have a material effect on
its financial statements.
3. NOTES RECEIVABLE - STOCKHOLDERS
Notes receivable - stockholders represent two promissory notes from
officers and stockholders of the Company. The loans are payable in monthly
installments of $375 and $160, including interest at 5.66% and 6.65%, with
final payments of $60,601 due on March 11, 2002, and $23,603 due on June
20, 2002.
F-5
<PAGE> 8 IGG INTERNATIONAL, INC.
(A Development Stage Enterprise)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three Months and Six Months Ended June 30, 1997 and 1996
and the Period from December 8, 1992 (Inception)
Through June 30, 1997
3. NOTES RECEIVABLE - STOCKHOLDERS . . . continued
Aggregate maturities of notes receivable - stockholders for the next
five years are as follows:
1998 $ 1,130
1999 1,203
2000 1,275
2001 1,352
2002 $ 84,831
--------
$ 89,791
========
4. STOCKHOLDERS' EQUITY
Regulation S Stock Sale
In January 1997, the Company completed a sale of 500,000 shares of
common stock for $1,000,000 under regulation S of the Securities and
Exchange Commission's rules. These shares also included an attached warrant
to purchase one share of common stock for $3.50 for every four shares of
common stock purchased. As of June 30, 1997, warrants to purchase 125,000
shares of common stock at $3.50 per share were outstanding from this sale.
Private Placement Offering
In March 1997, the Company completed a private placement offering of
common stock in which the Company sold 647,850 shares at $2.50. The
Company had sold 190,000 of these shares as of December 31, 1996. These
shares included an attached warrant to purchase one share of common stock
for $3.50 for every four shares of common stock purchased. As of June 30,
1997, warrants to purchase 161,963 shares of common stock at $3.50 per
share were outstanding from these sales.
Stock Issued for Services
During the six month period ended June 30, 1997, the Company issued
98,800 shares of stock for consulting services. Consulting expense of
$359,793 was recorded, which represented the fair market value of the
shares issued. The shares were issued pursuant to consulting agreements
primarily with Mr. James C. Czirr, Mr. Richard Salter, and Mr. Keith D.
Greenfield.
F-6
<PAGE> 9 IGG INTERNATIONAL, INC.
(A Development Stage Enterprise)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three Months and Six Months Ended June 30, 1997 and 1996
and the Period from December 8, 1992 (Inception)
Through June 30, 1997
4. STOCKHOLDERS' EQUITY. . . continued
Warrants and Options
During the six month period ended June 30, 1997, Mr. Richard Salter
exercised options to purchase 57,500 shares of common stock at $0.01 per
share. The options were granted in 1996. As of June 30, 1997 no
additional options are held by Mr. Salter.
During the six month period ended June 30, 1997, Mr. James C. Czirr
exercised warrants to purchase 200,000 shares of common stock at $.10 per
share. The warrants were granted to Mr. Czirr in 1996. As of June 30,
1997, there are no additional warrants held by Mr. Czirr.
During the six month period ended June 30, 1997, Mr. Keith D.
Greenfield exercised options to purchase 43,000 shares of restricted common
stock, and 15,000 shares of common stock under the Nonqualifying Stock
Option Plan, at $0.01 per share. The options were granted to Mr.
Greenfield in 1996. As of June 30, 1997, there are no additional stock
options held by Mr. Greenfield.
During the six month period ended June 30, 1997, the Company granted
Mr. David Sandberg, options to purchase 7,313 shares of common stock at
$0.01 per share in consideration for legal services. The Company valued
these options at $30,125 which represented the fair market value of the
options. Mr. David Sandberg exercised options to purchase 4,285 shares of
common stock, 3,598 of which were granted in 1996. As of June 30, 1997,
6,626 options remain outstanding.
On May 9, 1997, the Company executed an agreement with Enrico
Petrillo, M.D., trading as Michelangelo LLC, for past consulting services
in strategic planning. Pursuant to the agreement, Michelangelo LLC,
received options to purchase 120,000 shares of common stock at $0.01 per
share, exercisable immediately and is committed to granting up to an
additional 40,000 shares upon the achievement by the Company of certain
milestones. The Company valued these options at $466,800, which
represented the fair market value of the options. As of June 30, 1997,
120,000 options remain outstanding.
During the six month period ended June 30, 1997, the Company entered
into an agreement with Eric M. Bonnem, M.D. for consulting services. Under
the agreement, Doctor Bonnem will be paid for the first $7,000 of services
provided each month. To the extent that services exceed $7,000 for any
month, Mr. Bonnem will receive an option to purchase common stock at $0.01
per share. The number of options to be granted is calculated by dividing
the value of services provided in excess of $7,000 by the average of the
stock's bid price during the last ten trading days of the month. During
the six months ended June 30, 1997, the Company granted options to purchase
3,494 shares.
<PAGE> 10 IGG INTERNATIONAL, INC.
(A Development Stage Enterprise)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three Months and Six Months Ended June 30, 1997 and 1996
and the Period from December 8, 1992 (Inception)
Through June 30, 1997
5. OTHER MATTERS
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 satisfaction of liabilities in the normal
course of conducting business operations. As shown in the consolidated
financial statements included in its Form 10-K filed with the SEC,
operations for the year ended December 31, 1996 resulted in a net loss of
$2,300,147, and as of that date the Company had a stockholders' equity of
$298,091. During the six months ended June 30, 1997, the Company's net
loss was $2,538,989. The Company's ability to operate as a going concern
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 product candidates under development. During
the six months ended June 30, 1997, the Company raised $2,165,000 through
the sale of common stock and warrants to purchase common stock.
Litigation
The Company is in litigation with two former consultants for specific
performance and/or damages relating to the Company's refusal to grant
certain stock options. The Complaints seek damages in unspecified amounts.
The Company intends to defend itself vigorously against both actions. One
of the complaints has obtained an attachment against $60,038 of the
Company's funds on deposit in one of its bank accounts. In the opinion of
the Company's legal counsel and management, any liability resulting from
the first such litigation would not exceed the attached funds. Management
has accrued a liability of $40,000 with respect to the second complaint.
F-8
<PAGE> 11
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:
Overview
The Company has been a development stage company since inception and
has had no production, marketing, product sales or net income. Operations
from inception through June 30, 1997 have consisted principally of
research, product development and testing, and capital acquisition.
The Company's operations have primarily been funded by proceeds from
debt and equity securities.
The Company is making presentations to various venture capital sources
and pursuing a private placement with existing stockholders and others to
raise additional capital. The Company is also pursuing possible strategic
partnerships or collaborations with other companies interested in its
product candidates under development. During the year ended December 31,
1996, the Company raised $1,999,581 through the sale of 1,332,431 shares of
common stock. During the year ended December 31, 1995, the Company raised
$507,166 through the sale of 336,491 shares of common stock. During the
six months ended June 30, 1997, the Company raised $2,165,000 in capital
through the sale of its common stock.
The majority of the funds raised have been or will be used for the
funding of toxicity studies, clinical testing and additional field testing
on the product candidates under development by the Company. Once the
toxicity studies are completed for the Company's human therapeutic product
candidates, the major expenses anticipated by the Company are associated
with regulatory procedures for human clinical testing of the Company's
products, including consulting fees, and general and administrative
expenses. In addition, positive field study results for the Company's
natural fungicide product candidate, ELEXA, will lead to increased
marketing expenses as the product launch would be anticipated.
The Company has begun Phase 1 human clinical studies on its cancer
metastasis product candidate, GBC-590, in cancer patients at two highly
respected clinical centers in the United States, M. D. Anderson Hospital in
Houston, Texas and the University of Pennsylvania Graduate Hospital in
Philadelphia, Pennsylvania. In May 1997, the Company announced promising
in vitro results from an independent evaluation of the Company's lead
carbohydrate-based anti-fungal compound, CAN-296. Regarding a third
product candidate, MMS-1, experiments conducted during 1996 and prior years
proved the possible effectiveness of the compound as a potential treatment
for immune system disorders and cancer. Animal studies of MMS-1 are
expected to continue during 1997 and clinical testing is currently expected
by the third quarter of 1998. The Company will explore new applications of
its product candidates and continue research on additional product
candidates based on carbohydrate chemistry currently under development.
<PAGE> 12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS . . . continued
Overview . . . continued
The Company's subsidiary, Agricultural Glycosystems, Inc., (AGI) is
developing a natural fungicide and, having completed initial successful
field studies, will continue further field testing on various plant species
and diseases. This fungicide, which is known as ELEXA, has proven to be
effective in the field, without toxicity. During 1996, the Company
completed toxicity tests based on protocols designed to satisfy the various
regulatory authorities and convinced growers of the product's potential.
The Company currently expects the EPA registration process to be completed
in late 1997 or early 1998. Product marketing, contingent upon EPA
approval, is expected to begin soon after EPA approval. The Company is
also pursuing registrations in other countries. ELEXA may also be fully
registered and approved for sale in Chile in late 1997.
On December 29, 1995, 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, AGI will pay
$327,000 and in the following four years $332,000, $314,000, $300,000, and
$300,000, respectively. This agreement will be effective until the patents
using 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 $297,000 in 1996. The Company has paid
$220,000 of the second year's payment during the six month period ending
June 30, 1997 and has been charged against research and development costs.
On April 29, 1997, Agricultural Glycosystems, Inc., signed an
exclusive, worldwide licensing agreement with Agrogene Ltd. to
commercialize carbohydrate compounds derived from a collection of natural
carbohydrates identified and patented by Agrogene Ltd. Agrogene Ltd. is an
Israeli based biotechnology company specializing in products for
agriculture. The carbohydrates have been extracted from an undisclosed,
exotic plant that has very unique resistance and defense attributes. Our
initial focus is to continue field testing of AGI-04-106 the first product
from this agreement, for use as a natural, non-toxic fungicide to
complement our lead agricultural compound, ELEXA. The Company plans to
begin the EPA registration process of AGI-04-106 in late 1997. AGI will
fund the research and development of this product and future generation
products for 5 years at $150,000 per year. The first payment of $25,000
was made in April, 1997.
<PAGE> 13
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS . . . continued
Results of Operations
General and Administrative. General and administrative expenses
increased to $459,000 for the three months ended June 30, 1997 from
$258,000 for the three months ended June 30, 1996 (a 78% increase) and to
$759,000 for the six months ended June 30, 1997 from $482,000 for the six
months ended June 30, 1996 (a 57% increase). The increases consisted
primarily of increases in public relations fees, professional fees and
other expenses as a result of the Company's expanded scope of operations.
Research and Development. Research and development expenses increased
to $1,356,000 for the three months ended June 30, 1997 from $136,000 for
the three months ended June 30, 1996 (a 900% increase) and to $1,818,000
for the six months ended June 30, 1997 from $310,000 for the six months
ended June 30, 1996 (a 486% increase). The increases consisted primarily
of increases in consulting fees due in large part to stock and options
issued under agreements with consultants, supplies and testing costs in
connection with the clinical trials of GBC-590 and the development efforts
related to other product candidates.
Other Income (expense). Other expense, net, increased to $17,477 for
the three months ended June 30, 1997 from $1,500 (income) for the three
months ended June 30, 1996 and decreased to $2,032 for the six months ended
June 30, 1997 from $96,677 for the six months ended June 30, 1996. The
increases are primarily a result of higher interest income as a result of
higher cash balances available for investment and lower interest expense as
a result of the conversion of certain debt securities to common stock and
the repayment of additional debt securities.
Liquidity and Capital Resources
Since inception, the Company has funded its operations primarily with
the proceeds from debt and equity securities totaling approximately
$5,246,000. For the six months ended June 30, 1997, the Company's
operations utilized cash of $1,361,000 primarily to fund the operating loss
and the Company loaned stockholders $90,000. These uses of cash were
offset by an equity financing that resulted in net proceeds of $2,165,000
to the Company.
The Company has no significant commitments for the purchase of
equipment, product manufacturing or marketing efforts at present. The
Company is leasing office facilities under a two-year lease terminating in
August 1997. The first year of the lease was prepaid and the future
payments on the second year of the lease in 1996 and 1997 are expected to
total approximately $40,000. Additional office space is being considered
at this time.
<PAGE> 13
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS . . . continued
Liquidity and Capital Resources . . . continued
The Company's audited financial statements for the years ended
December 31, 1996 and 1995 indicated that there was an uncertainty as to
the Company's ability to continue as a going concern. As of June 30, 1997,
the Company's accumulated deficit was $5,761,398 and cash balances were
$1,147,201. 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 stockholders or other
sources. The Company's future is dependent upon its ability to obtain
financing to fund its operations. The Company expects to incur substantial
additional operating costs, including costs related to ongoing research and
development activities, preclinical studies and clinical trials. The
Company believes that its existing funds will be sufficient to fund its
operating expenses and capital requirements as currently planned through
early 1998. The Company is currently seeking to complete a private equity
placement. There can be no assurance that the Company will be able to
obtain the additional funding that it will require on acceptable terms, if
at all.
<PAGE> 15
PART II - OTHER INFORMATION
IGG INTERNATIONAL, INC.
(A Development Stage Enterprise)
ITEM 1. LEGAL PROCEEDINGS
Response: See notes to consolidated financial statements.
ITEM 2. CHANGES IN SECURITIES
Response: None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Response: None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company held its Annual Meeting of Stockholders on Tuesday, June
24, 1997. The following represents the results of the voting on proposals
submitted to a vote of stockholders at such meeting:
1. Proposal to elect directors for the ensuing year.
Number of Votes
For Against Abstain
Bradley J. Carver 8,344,865 177 1,456
David Platt, Ph.D. 8,344,865 177 1,456
2. Proposal to ratify the selection by the Board of Directors of Arthur
Andersen LLP as the Company's independent accountants for 1997.
Number of Votes For Against Abstain
8,341,516 4,838 144
<PAGE> 16
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 21st day of August, 1997.
IGG INTERNATIONAL, INC.
(the "Registrant")
BY: /s/ Bradley J. Carver,
President, Treasurer, Chief
Financial Officer and a member
of the Board of Director
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Statement of Financial Condition at June 30, 1997 (Unaudited) and the
Statement of Income for the six months ended June 30, 1997 (Unaudited)
and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1997
<CASH> 1,147,201
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,178,818
<PP&E> 51,902
<DEPRECIATION> 21,966
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0
0
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