<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, 1998.
[ ] 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
--------------------------------
SAFESCIENCE, 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.)
Park Square Building
31 St. James Avenue, Suite 520
Boston, Massachusetts 02116
(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, 1998 was 13,072,159
shares.
=================================================================
<PAGE> 2
SAFESCIENCE, INC.
(A Development Stage Enterprise)
INDEX
Page
Part I - Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets as of June 30, 1998
and December 31, 1997 . . . . . . 2
Consolidated Statements of Operations
for the Three Months and Six Months Ended
June 30, 1998 and 1997, and the Period
from December 8, 1992 (Inception) through
June 30, 1998 . . . . . . . . . 3
Consolidated Statements of Cash Flows
for the Six Months Ended June 30, 1998
and 1997, and the Period From December
8, 1992 (Inception) Through June
30, 1998 . . . . . . . . . . . 4-5
Notes to Unaudited Consolidated
Financial Statements . . . . . . 6-8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9-13
Signatures . . . . . . . . . . . . . 14
<PAGE> 3
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements
(In order to transmit these documents to the SEC via EDGAR,
SafeScience, Inc., a development stage enterprise, Consolidated
Balance Sheets has been formatted to fit across two pages. This
is page 1 of 2.)
SAFESCIENCE, INC.
(A Development Stage Enterprise)
CONSOLIDATED BALANCE SHEETS
(Unaudited)
ASSETS
<TABLE>
<CAPTION>
June 30, December 31,
1998 1997
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 3,002,167 $ 2,594,312
Prepaid expenses and
other current assets 34,522 50,080
----------- -----------
Total current assets 3,036,689 2,644,392
----------- -----------
Property and equipment,
net of accumulated depreciation 125,341 47,646
----------- -----------
Other assets:
Notes receivable - stockholders 88,658 89,233
Deposits 1,328 6,328
Restricted cash 119,138 119,138
----------- -----------
Total other assets 209,124 214,699
----------- -----------
$ 3,371,154 $ 2,906,737
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 149,373 $ 148,854
Accrued liabilities 220,775 304,763
Current portion of long-term debt 3,774 -
Deferred revenue 29,975 10,000
----------- -----------
Total current liabilities 403,897 463,617
----------- -----------
Long-term debt, less current portion 14,382 -
----------- -----------
2A
<PAGE> 4
(In order to transmit these documents to the SEC via EDGAR,
SafeScience, Inc., a development stage enterprise, Consolidated
Balance Sheets has 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; 13,072,159 shares,
and 12,098,576 shares issued and
outstanding at June 30, 1998, and December
31, 1997, respectively 130,722 120,986
Additional paid-in capital 13,574,242 10,239,018
Deficit accumulated during
development stage (10,752,089) (7,916,884)
----------- -----------
Total stockholders' equity 2,952,875 2,443,120
----------- -----------
$ 3,371,154 $ 2,906,737
=========== ===========
</TABLE>
The consolidated balance sheet at December 31, 1997 has been
derived from the audited financial statements at that date.
The accompanying notes are an integral part of these consolidated
financial statements.
2B
<PAGE> 5
(In order to transmit these documents to the SEC via EDGAR,
SafeScience, Inc., a development stage enterprise, Consolidated
Statement of Operations has been formatted to fit across two
pages. This is page 1 of 2.)
SAFESCIENCE, INC.
(A Development Stage Enterprise)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
Three Months Ended June 30, June 30,
1998 1997 1998
<S> <C> <C> <C>
Revenues $ - $ - $ -
General and administrative
expenses 771,290 736,550 1,698,802
Research and development
costs 637,811 1,079,076 1,202,858
----------- ----------- -----------
Operating loss (1,409,101) (1,815,626) (2,901,660)
----------- ----------- -----------
Other income (expense):
Interest expense (92) - (92)
Interest income 36,135 22,523 66,548
Other - (40,000) -
----------- ----------- -----------
Total other income
(expense) 36,043 (17,477) 66,456
----------- ----------- -----------
Net loss $(1,373,058) $(1,833,103) $(2,835,204)
=========== =========== ===========
Basic and diluted net
loss per common share $ (0.11) $ (0.17) $ (0.23)
=========== =========== ===========
Weighted average number
of common shares
outstanding 12,754,835 10,798,370 12,556,127
========== ========== ==========
3A
<PAGE> 6
(In order to transmit these documents to the SEC via EDGAR,
SafeScience, Inc., a development stage enterprise, Consolidated
Statements of Operations has been formatted to fit across two
pages. This is page 2 of 2.)
SAFESCIENCE, INC.
(A Development Stage Enterprise)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Period from
December 8, 1992
Six Months Ended (inception)
June 30, through June 30,
1997 1998
<S> <C> <C>
Revenues $ - $ -
General and administrative
expenses 1,129,698 5,929,859
Research and development
costs 1,447,259 4,856,089
----------- ------------
Operating loss (2,576,957) (10,785,948)
----------- ------------
Other income (expense):
Interest expense - (139,804)
Interest income 37,968 175,430
Other (40,000) (1,767)
----------- ------------
Total other income
(expense) (2,032) 33,859
----------- ------------
Net loss $(2,578,989) $(10,752,089)
=========== ============
Basic and diluted net
loss per common share $ (0.24)
===========
Weighted average number
of common shares
outstanding 10,482,814
==========
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
3b
<PAGE> 7
SAFESCIENCE, 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,
1998 1997 1998
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss $ (2,835,204) $ (2,578,989) $ (10,752,089)
Adjustments to reconcile
net loss to net cash used
in operating activities:
Operating expenses paid
in common stock and
options 949,157 1,117,455 2,890,218
Issuance of stock for
minority interest - - 719,142
Depreciation and
amortization 11,580 6,131 78,266
Other - - 1,767
------------ --------- ---------
Cash used in operating
activities before changes in
assets and liabilities (1,874,467) (1,455,403) (7,062,696)
Changes in assets and liabilities:
Prepaid expenses and other
current assets 15,558 (12,085) (33,261)
Accounts payable 520 106,899 149,374
Accrued liabilities (83,988) - 220,775
Deferred revenue 19,975 - 29,975
----------- ------------ -------------
Net cash used in
operating activities (1,922,402) (1,360,589) (6,695,833)
----------- ------------ -------------
Cash flows from investing activities:
Purchase of equipment (89,275) (12,080) (171,679)
Loans to stockholders - (90,000) (130,000)
Repayment of stockholders'
loans 575 209 41,342
Deposits paid, net 5,000 - (1,328)
Net cash used in acquisition - - (3,822)
Increase in restricted cash - - (119,138)
----------- ------------ -------------
Net cash used in
investing activities (83,700) (101,871) (384,625)
----------- ------------ -------------
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
4
<PAGE> 8
SAFESCIENCE, 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,
1998 1997 1998
<S> <C> <C> <C>
Cash flows from financing activities:
Short-term borrowing $ - $ - $ 398,000
Payments on short-term borrowing - - (90,000)
Proceeds from long-term debt 18,900 - 18,900
Payments on long-term debt (744) - (744)
Proceeds from issuance of
common stock 2,395,801 2,165,000 9,786,837
Capital contributed by
stockholders - - 1,329
Debt issuance costs - - (31,697)
---------- ---------- ------------
Net cash provided by
financing activities 2,413,957 2,165,000 10,082,625
---------- ---------- ------------
Net increase in cash and
cash equivalents 407,855 702,540 3,002,167
Cash and cash equivalents,
beginning balance 2,594,312 444,661 -
---------- ---------- ------------
Cash and cash equivalents,
ending balance $3,002,167 $1,147,201 $ 3,002,167
========== ========== ============
Supplemental disclosure of
non-cash financing activities
Conversion of notes payable
into equity $ - $ - $ 310,000
========== ========== ============
Supplemental disclosure of cash
flow information
Cash paid for interest $ 92 $ - $ 5,834
========== ========== ============
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
5
<PAGE> 9
SAFESCIENCE, INC.
(A Development Stage Enterprise)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Three Months and Six Months Ended June 30, 1998 and 1997 and the
Period from December 8, 1992 (Inception) Through June 30, 1998
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, 1997.
The results of the operations for the six months ended June
30, 1998 are not necessarily indicative of the operating results
to be expected for the full year.
2. NET LOSS PER SHARE
In December 1997, the Company adopted Statement of Financial
Accounting Standards Statement (SFAS) No. 128, Earnings per
Share. Basic loss per share is computed using the weighted
average number of common shares outstanding. Diluted net loss
per share is the same as basic net loss per share as the
inclusion of options and warrants would be antidilutive.
3. RECLASSIFICATION
Certain items in the 1997 financial statements have been
reclassified to conform with their 1998 presentation.
6
<PAGE> 10 SAFESCIENCE, INC.
(A Development Stage Enterprise)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Three Months and Six Months Ended June 30, 1998 and 1997 and the
Period from December 8, 1992 (Inception) Through June 30, 1998
4. LONG-TERM DEBT
Long-term debt at June 30, 1998 consisted of the following:
Note payable-bank, due in monthly installments
of $418, including interest at 2.9% through
April 2002, secured by a motor vehicle. $18,156
Less - current portion 3,774
-------
$14,382
=======
5. STOCKHOLDERS' EQUITY
Private Placement Offerings
In March 1998, the Company completed a sale of 181,818 shares
of common stock at $2.75 per share. These shares also included
an attached warrant to purchase one share of common stock for
$4.75 for every four shares of common stock purchased. As of
June 30, 1998, warrants to purchase 45,455 shares of common stock
at $4.75 per share were outstanding.
In June 1998, the Company completed a private placement
offering of common stock. During the period January 1, 1998
through June 30, 1998 the Company sold 146,000 shares of common
stock at $3.00 per share. The Company had sold 533,867 shares of
common stock at $3.00 per share as of December 31, 1997. These
shares include an attached warrant to purchase one share of
common stock for $4.75 for every four shares purchased. As of
June 30, 1998, warrants to purchase 169,967 shares of common
stock were outstanding from these sales.
In June 1998, the Company began a new private placement
offering of common stock. During the three months ended June 30,
1998, the Company sold 360,824 shares of common stock at $4.25
per share.
Warrants and Options
The Company has entered into agreements with various employees
and consultants for the grant of stock options, warrants and
shares of common stock at $.01 per share. During the six month
period ended June 30, 1998, the Company granted options to
purchase 18,800 shares of common stock and issued 239,657 shares
of common stock for which the Company recorded charges to
operations of approximately $950,000 relating to these grants.
The charge to operations represents the fair market value of the
underlying common stock or option on the grant date.
<PAGE> 11 SAFESCIENCE, INC.
(A Development Stage Enterprise)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Three Months and Six Months Ended June 30, 1998 and 1997 and the
Period from December 8, 1992 (Inception) Through June 30, 1998
6. 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,
operations since inception resulted in a net loss of $10,752,089.
During the six months ended June 30, 1998, the Company's net loss
was $2,835,204, the Company's operations utilized cash of
$1,922,402, and as of that date the Company had a stockholders'
equity of $2,952,875. 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. No adjustments have
been made to the financial statements as a result of this
uncertainty.
The Company is currently engaged in raising additional capital
from qualified investors. The Company is also 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 products under development. During the six
months ending June 30, 1998, the Company raised $2,395,801
through the sale of common stock and warrants to purchase common
stock.
Licensing Agreements
In October 1997, the Company announced that its wholly owned
subsidiary, AGI, had entered into an agreement with an Israeli
biotechnology company, Leket-Bar, Ltd., to acquire a worldwide,
exclusive license to all Leket-Bar's products. On March 6, 1998
Leket-Bar and the Company amended the payment terms of the
licensing agreement. Originally, the Company was to pay Leket-
Bar $25,000 per quarter over a four year period. Under the
amended terms of the agreement, the Company is obligated to pay
$225,000 in 1998, $100,000 in 1999, and $50,000 in the year 2000.
Commitments
In July 1998, the Company entered into a supply and
distribution agreement with a third party for certain high
performance, specialty cleaning products. The Company has
minimum annual purchase levels of $100,000, $500,000 and
$1,000,000 for the first, second and third years of the
agreement.
<PAGE> 12
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
SafeScience, Inc. (formerly IGG International, Inc.) is
developing and marketing a portfolio of agricultural, home and
garden, and pharmaceutical products under the SafeScience(R)
brand. These products are alternatives to conventional products
which employ potentially harmful chemicals. Beyond the Company's
agricultural products, its human therapeutic products include a
carbohydrate compound to treat cancer, which is in human clinical
trials, as well as an antifungal compound. The Company has not
generated any revenue related to these products through June 30,
1998. The Company operates through its two wholly owned
subsidiaries: International Gene Group, Inc. (IGG) for human
therapeutics, and Agricultural Glycosystems, Inc. (AGI) for
agricultural and consumer products.
The Company is presently researching several products, the
vast majority of which are derived from naturally occurring
substances. SafeScience's principal agricultural products are:
Greenleaf Plant Defense Booster (Greenleaf PDB), a plant fungus
inhibitor which was recently granted approval by the
Environmental Protection Agency (EPA); SAF-711, a fungicide
derived from natural plant carbohydrates; a third fungicide,
Dentamet, which can potentially function as a fumigant; and a
line of nontoxic micro-nutrient fertilizer products. IGG's
principal products are GBC-590, a modified natural complex
carbohydrate which inhibits cancer metastasis; CAN-296, a natural
antifungal agent for a range of Candida infections; and
Microorganism Substance (MMS-1), a peptide-glycan which
potentially inhibits melanoma cancer cells. Patents for MMS-1,
Dentamet and certain fertilizers have been issued, and patents
are currently pending for all other products.
The Company's primary consumer products are: Cockroach Bait
Stations, licensed from Dominion BioScience, Inc., metabolic
pathway disrupters which eliminate cockroaches while being non-
harmful to humans and pets; Granular and Liquid De-Icers, and
other consumer products licensed from ThermoFiberGen, Inc.;
Multifunctional Cleaners, a line of technologically advanced
cleaning products licensed from Delta Omega Technologies, Ltd.
that are efficacious, cost effective, environmental and safe;
Greenleaf Plant Nutrition, a line of plant fertilizers as per the
agricultural products above; Greenleaf PDB, as per above; and
Greenleaf Garden Plus, a line of premium plant fertilizers
containing Menefee Mineral Humate, licensed from Earthgreen
Products, Inc., which significantly boost plant and fertilizer
performance.
<PAGE> 13
In October 1997, the Company announced that AGI had entered
into an agreement with an Israeli biotechnology company, Leket-
Bar Ltd., to acquire a worldwide, exclusive license to all Leket-
Bar's products. These products consist of a series of patented
products, including several modified carbohydrate compounds for
use as fertilizers and fungicides. The products acquired in this
transaction have been approved and marketed in Israel and other
countries. Several of the products acquired are carbohydrate-
based fertilizers which do not require registration with the EPA
to be sold in the United States.
In April 1997, the Company announced that AGI had entered into
an exclusive, worldwide licensing agreement with Agrogene, Ltd.,
an Israeli-based biotechnology company specializing in products
for agriculture. AGI acquired the rights to commercialize the
compounds derived from a collection of natural carbohydrates
identified and patented by Agrogene. The first compound which is
under development, a fungicide known as SAF-711, has shown in
field and greenhouse studies an ability to kill a broad range of
fungi on plants such as downy mildews, late blight, powdery
mildews and rusts.
In December 1997, the Company entered into two agreements for
the distribution of the Company's agricultural products. The
first agreement provides for exclusive distribution rights in the
United Arab Emirates, the Sultanate of Oman, Bahrain, Qatar and
the Kingdom of Saudi Arabia. The second agreement provides for
exclusive distribution rights in New Zealand and Australia. At
the time of signing the agreements, the Company received payments
of $10,000 from each distributor, to be credited toward amounts
subsequently payable under the agreements. In addition, in
March, 1998 the Company entered into another agreement providing
for exclusive distribution rights in Argentina and Uruguay. No
advance payment was received in connection with such agreement.
The Company has also acquired the trademark rights to the name
"Greenleaf," which is the brand name that the Company has begun
using to market its non-toxic products, including the products
acquired from Leket-Bar. Greenleaf is a registered United States
trademark.
On April 24, 1998, the Company entered into an agreement with
Dominion BioSciences, Inc. that gives SafeScience the exclusive
marketing rights for the worldwide retail consumer distribution
of certain patented products developed and manufactured by
Dominion BioSciences, Inc. for the control of cockroaches and
other household insect pests. Under the terms of the agreement,
both companies will combine research efforts to create worldwide
non-toxic consumer products for pest control that will be
marketed under the double brands, SafeScience(R) and Ecologix
(trademark of Dominion).
<PAGE> 14
On May 1, 1998, the Company signed an agreement with MIGAL
Galilee Technology Center (MIGAL) in Kiryat Shmona, Israel
whereby MIGAL will act as a partner in developing new products
that will be commercialized under the world brand,
SafeScience(R).
MIGAL is a scientific institute established in 1979. It is
dedicated to research and development in the area of agricultural
and environmental biotechnology, including plant, pathogens, and
human genetics. R&D activities include development of improved
crops, virology, recombinant vaccine for human and animals,
immunology, molecular biology. Other applied research activities
include aquaculture for nutrition and control of reproduction,
production of fungal enzymes, biodegradation of toxic compounds,
soil and water microbiology for bioremediation of pollution,
composting urban and agricultural wastes and anaerobic digestion
of animal and industrial wastes. MIGAL employs 25 researchers of
Ph.D. level and above in a staff of over 100 researchers,
engineers, technicians, and students for higher degrees.
Details of the agreement include the co-development of certain
projects currently underway at MIGAL and also to develop new
products and technologies for SafeScience(R). The agreement also
allows MIGAL to identify itself as a SafeScience(R) Institute and
gives SafeScience the option to purchase an equity stake in
MIGAL.
On May 4, 1998, the Company announced that its Common Stock
began trading on the NASDAQ Small Cap Market under its current
ticker symbol SAFS.
On June 1, 1998 and February 27, 1998, the Company entered
into exclusive agreements for the distribution of SafeScience
brand agricultural and consumer products in Europe and South
America. With these agreements, the Company established
distribution networks on four continents. Under the terms of the
exclusive agreements, Cequisa of Barcelona, Spain will distribute
the SafeScience brand of products to consumers in Spain, Portugal
and the Canary Islands. Lanafil S.A. of Montevideo, Uruguay will
distribute products in Uruguay and Argentina.
On June 25, 1998, the Company signed an agreement with Thermo
FiberGen, Inc. of Bedford, Massachusetts, a subsidiary of Thermo
FiberTek, Inc., a Thermo Electron company, to market certain
organic de-icing products and other products developed and
manufactured by Thermo FiberGen. Under the terms of the
agreement, Thermo FiberGen will continue to research new products
for the Company, including super-granulated fertilizers.
<PAGE> 15
On July 15, 1998, the Company entered into an exclusive
agreement with Earthgreen Products, Inc. to market and distribute
granular and water-soluble Menefee Mineral(R) humatebased
products, mined and produced by Earthgreen Products and its
subsidiaries. These Earthgreen products, which are rich humates,
are the result of tens of millions of years of composting and
radically enhance soil's capacity to exchange mineral nutrients
with plants without any adverse environmental effects. The
Menefee Mineral products act as potent adjuvants when added to
fertilizer products such as the Company's Greenleaf fertilizers.
On July 27, 1998, the Company signed an exclusive worldwide
agreement with Delta Omega Technologies, Ltd. of Broussard,
Louisiana, to market and distribute technologically advanced,
biodegradable cleaning products developed and manufactured by
Delta Omega Technologies. The products comprise an extended line
of home, automotive and exterior cleaning products, including
drain cleaners and concrete cleaners, that provide safe and more
cost-effective alternatives to the hazardous chemical products
that now dominate the category.
Human clinical trials are proceeding on schedule with GBC-590.
The FDA prohibits the discussion of the trials at this time.
Potential risks associated with the development of the
Company's products and product candidates are: 1) some of the
products referred to herein may never be developed; 2)
anticipated future losses due to the cost of research and
development; 3) the timing and cost associated with governmental
regulation and approval; 4) absence of patent protection; 5) the
risk of product liability claims; 6) the risk that the Company
can raise sufficient capital to commercialize the products; and
7) the uncertainty that the Company will ever operate profitably.
For all of the foregoing reasons, an investment in the Company's
securities is risky and purchasers should be aware that they
might lose their entire investment.
Prior to marketing certain of its products, the Company must
obtain regulatory approval from the United States Food and Drug
Administration ("FDA") and/or the EPA. The Company announced on
November 6, 1997, that it had received EPA approval of Greenleaf
PDB.
The Company has financed itself by a series of private
placement financing. In the Company's estimation these financing
have sufficiently funded the Company to continue its product
development agenda, pursue regulatory approvals of products and
begin to market its existing products. However, the Company has
to obtain and will continue to seek additional financing through
the private sale of restricted securities to investors, and will
consider joint venture, licensing or similar arrangements with
large companies to provide the funding necessary for additional
<PAGE> 16
activities, such as commercialization of its existing products
and continued development of new products. There can be no
assurance that the Company will enter into any such arrangements,
complete its research and development, obtain additional
appropriate regulatory approvals, or develop, manufacture,
market, or distribute commercially viable products.
To date, the Company's activities have consisted primarily of
research, development and testing. Such activities have resulted
in accumulated losses through the end of the Company's most
recent fiscal year. The Company anticipates that it will incur
substantial losses in 1998 as a result of its continued research
and operations.
Results of Operations: June 30, 1998 versus June 30, 1997
As a development stage enterprise from the date of its
inception, the Company has not derived any product sales or net
income. The Company began production of its products in the
second quarter of 1998. The Company's primary business
activities through June 30, 1998 have consisted principally of
research, product development and testing and the acquisition and
funding of capital to sustain business activities.
General and administrative expenses increased from $736,550
for the three months ended June 30, 1997 to $771,290 for the
three months ended June 30, 1998, an increase of $34,740 or 5%,
and from $1,129,698 for the six months ended June 30, 1997 to
$1,698,802 for the six months ended June 30, 1998, an increase of
$569,104 or 50%. This increase was attributable to an overall
increase in business activities including an increase in business
development salaries, including approximately $182,717 resulting
from the grant and exercise of options to purchase common stock.
Research and development costs for consultants, supplies and
testing decreased from $1,079,076 for the three months ended June
30, 1997 to $637,811 for the three months ended June 30, 1998, a
decrease of $441,265 or 41%, and from $1,447,259 for the six
months ended June 30, 1997 to $1,202,858 for the six months ended
June 30, 1998, a decrease of $244,401 or 17%. This decrease was
principally attributable to the transition of the complex
carbohydrate and micro-organism substances from the research
phase into the manufacturing phase. Included in research and
development costs is approximately $186,740 resulting from the
issuance of stock grants, and stock options and warrants to
purchase common stock.
Interest income increased from $22,523 for the three months
ended June 30, 1997 to $36,135 for the three months ended June
30, 1998, an increase of $13,612 or 60%, and from $37,968 for the
six months ended June 30, 1997 to $66,548 for the six months
<PAGE> 17
ended June 30, 1998, an increase of $28,580 or 75%. This
increase was attributable to the temporary investment of cash
proceeds received from private placements of the company's
securities during 1998.
Liquidity and Capital Resources
Since inception, the Company has funded its operations
primarily with the proceeds from debt and equity securities
totaling approximately $10,200,000. For the six months ended
June 30, 1998, the Company's operations utilized cash of
$1,922,402 primarily to fund the operating loss. This use of
cash was offset by equity financings that resulted in net
proceeds of $2,395,801 to the Company.
The Company's audited financial statements for the year ended
December 31, 1997 indicated that there was an uncertainty as to
the Company's ability to continue as a going concern. As of June
30, 1998, the Company's accumulated deficit is $10,752,089 and
cash balances are $3,002,167. 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 late-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.
Inflation and Changing Prices
To date, the impacts of inflation and changing prices on the
Company's operations have been minimal. The Company is currently
testing its processes and products in the United States and
Israel in accordance with royalty and research agreements that
are already in effect. During the research, development and
testing phases of operations to satisfy regulatory requirements
for the products under development, the Company expects
inflationary pressures in both countries will be minimal and,
hence, not have a material impact on operations.
<PAGE> 18
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 13th day of August, 1998.
SAFESCIENCE, INC.
(the "Registrant")
BY: /s/ Bradley J. Carver
Bradley J. Carver,
President, Treasurer, Chief
Financial Officer and a member
of the Board of Directors
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Statement of Financial Condition at June 30, 1998 (Unaudited) and the
Statement of Operations for the six months ended June 30, 1998 (Unaudited)
and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1998
<CASH> 3,002,167
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3,036,689
<PP&E> 168,840
<DEPRECIATION> 43,499
<TOTAL-ASSETS> 3,371,154
<CURRENT-LIABILITIES> 403,897
<BONDS> 0
0
0
<COMMON> 130,722
<OTHER-SE> 2,822,153
<TOTAL-LIABILITY-AND-EQUITY> 3,371,154
<SALES> 0
<TOTAL-REVENUES> 66,548
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,901,660
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (2,835,204)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,835,204)
<EPS-PRIMARY> (0.23)
<EPS-DILUTED> (0.23)
</TABLE>
