-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RQcmc1xVzQX98VOTRuEQLbchPiL8x9JRmVZAG2XrA7NWMFUGcshVfe7DjeSk2JJF 2uHn34vOV4aGSlfLtXKOhQ== 0000914317-00-000022.txt : 20000202 0000914317-00-000022.hdr.sgml : 20000202 ACCESSION NUMBER: 0000914317-00-000022 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990831 FILED AS OF DATE: 20000118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDISCIENCE TECHNOLOGY CORP CENTRAL INDEX KEY: 0000064647 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 221937826 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-07405 FILM NUMBER: 508952 BUSINESS ADDRESS: STREET 1: 1235 FOLKESTONE WY CITY: CHERRY HILL STATE: NJ ZIP: 08034 BUSINESS PHONE: 6094287952 MAIL ADDRESS: STREET 1: 1235 FOLKESTONE WAY CITY: CHERRY HILL STATE: NJ ZIP: 08034 FORMER COMPANY: FORMER CONFORMED NAME: CARDIAC TECHNIQUES INC DATE OF NAME CHANGE: 19730920 10QSB 1 FORM 10-QSB MEDISCIENCE TECHNOLOGY CORP. FORM 10-QSB SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For Quarter Ended August 31, 1999 Commission File Number 0-7405 MEDISCIENCE TECHNOLOGY CORP. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Certificate of Incorporation) New Jersey - -------------------------------------------------------------------------------- (State or other jurisdiction on incorporation or organization) 22-1937826 - -------------------------------------------------------------------------------- (I.R.S. Employer Identification Number) 1235 Folkstone Way, Cherry Hill, New Jersey 08034 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Registrant's telephone number, including area code) 609-428-7952 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ] No [ ] Registrant has not been involved in bankruptcy proceedings during the preceding five years. Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of August 31, 1999. Title of Class Number of Shares Outstanding -------------- ---------------------------- Common Stock, par value 35,576,130 $.01 per share Preferred Stock, par value 2,074 $.01 per share MEDISCIENCE TECHNOLOGY CORP. AUGUST 31, 1999 INDEX PART I. Financial Information Item 1. Financial Statements Balance Sheets as at August 31, 1999 (Unaudited) and February 28, 1999 Statement of Operations for the Six and Three Months ended August 31, 1999 (Unaudited) and August 31, 1998 (Unaudited) Statement of Cash Flows for the Six Months ended August 31, 1999 (Unaudited) and August 31, 1998 (Unaudited) Statement of Stockholders' Equity for the Six Months ended August 31, 1999 (Unaudited) Exhibit to Statements of Operations Notes to Financial Statements Item 2. Management's Plan of Operation PART II. Other Information Item 1. Legal Proceedings Item 2. Changes in Securities Item 3. Defaults Upon Senior Securities Item 4. Submission of Matters to Vote of Security Holders Item 5. Other Information Item 6. Exhibits and Reports on Form 8-K
MEDISCIENCE TECHNOLOGY CORP. BALANCE SHEETS August 31, 1999 (Unaudited) February 28, 1999 ------------ ----------------- ASSETS CURRENT ASSETS Cash and Cash Equivalents $ 1,745 $ 24,940 Other Assets 20,191 20,191 ------------ ------------ Total Current Assets 21,936 45,131 ------------ ------------ PROPERTY, PLANT AND EQUIPMENT Net of Accumulated Depreciation $192,480 11,497 14,408 August 31, 1999; 189,570 - February 28, 1999 ------------ ------------ TOTAL ASSETS $ 33,433 $ 59,539 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts Payable $ 50,441 $ 47,108 Other Accrued Liabilities 1,618,038 1,421,207 Officer and Other Loans 81,630 64,109 ------------ ------------ Total Current Liabilities 1,750,109 1,532,424 ------------ ------------ STOCKHOLDERS' EQUITY Preferred Stock - $.01 Par Value; Authorized 21 21 50,000 Shrs; Outstanding 2,074 Shrs; (Preference on Liquidation $20,740) Common Stock $.01 Par Value, Authorized 355,761 352,761 39,950,000 Shares; Outstanding 35,576,130 Shares Additional Paid-in Capital 18,021,917 17,796,811 Accumulated Deficit (20,094,375) (19,622,478) ------------ ------------ Total Stockholders' Equity (Deficiency) (1,716,676) (1,472,885) ------------ ------------ TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 33,433 $ 59,539 ============ ============
MEDISCIENCE TECHNOLOGY CORP. STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED AUGUST 31, 1999 AND 1998 (UNAUDITED) SIX MONTHS THREE MONTHS 1999 1998 1999 1998 ------------ ------------ ------------ ------------ Net Sales $ -- $ -- $ -- $ -- Cost of Sales -- -- -- -- ------------ ------------ ------------ ------------ Gross Profit -- -- -- -- General and Administrative Expense 446,428 333,006 149,752 178,573 Product Development Expense 5,000 167,257 -- 78,127 Advertising, Travel and Marketing 20,601 15,041 8,783 8,182 ------------ ------------ ------------ ------------ Total Expenses 472,029 515,304 158,535 (264,882) ------------ ------------ ------------ ------------ Other Income 132 68 4 -- ------------ ------------ ------------ ------------ Net Loss $ (471,897) $ (515,236) $ (158,531) $ (264,882) ============ ============ ============ ============ Net Loss Per Common Share $ (0.02) $ (0.02) $ (0.01) $ (0.01) ============ ============ ============ ============ Weighted Average Number of Shares of Common Stock Outstanding 35,451,130 34,976,951 35,542,797 35,010,285 ============ ============ ============ ============
MEDISCIENCE TECHNOLOGY CORP. STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED AUGUST 31, 1999 AND 1998 (UNAUDITED) 1999 1998 --------- --------- CASH FLOWS FROM OPERATING ACTIVITIES Net Loss $(471,897) $(515,236) Adjustment for Item Not Requiring Cash Outlay Depreciation 2,911 5,999 Stock Issued for Services 53,075 -- Issuance of Warrants 164,031 -- --------- --------- Subtotal (251,880) (509,237) Changes in Assets and Liabilities: Decrease in Other Assets -- 14,931 Increase (Decrease) in Accounts Payable 3,333 7,710 Increase (Decrease) in Other Accrued Liabilities 196,831 430,761 Increase (Decrease) in Officer and Others Loans 17,521 -- --------- --------- Net Cash Flows Provided by (Used for) Operating Activities (34,195) (55,835) --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES -- -- --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES Proceeds From Issuance of Common Stock 11,000 50,000 --------- --------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (23,195) (5,835) CASH AND CASH EQUIVALENTS Beginning Balance 24,940 21,240 --------- --------- Ending Balance $ 1,745 $ 15,405 ========= =========
MEDISCIENCE TECHNOLOGY CORP. STATEMENT OF STOCKHOLDERS' EQUITY FOR THE SIX MONTHS ENDED AUGUST 31, 1999 (UNAUDITED) Preferred Stock Common Stock Number of Shares Preferred Stock Number of Shares Common Stock ----------------- ---------------- ----------------- -------------- Balance February 28, 1999 2,074 $21 35,276,130 $352,761 Issuance of Common Stock for - - 250,000 2,500 Cash and Services Issuance of Common Stock for Services - - 50,000 500 Issuance of Warrants - - - - Net Loss for the Six Months Ended August 31, 1999 ----------------- ---------------- ----------------- -------------- Balance August 31, 1999 2,074 $21 35,576,130 $355,761 ================= ================ ================= ============== Additional Paid in Capital Accumulated Deficit ------------------ --------------------- Balance February 28, 1999 $17,796,811 $(19,622,478) Issuance of Common Stock for 52,200 - Cash and Services Issuance of Common Stock for Services 8,875 - Issuance of Warrants 164,031 - Net Loss for the Six Months Ended August 31, 1999 (471,897) ------------------ --------------------- Balance August 31, 1999 $18,021,917 $(20,094,375) ================== =====================
EXHIBIT TO STATEMENTS OF OPERATIONS WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING Common Stock Weighted $.01 Par Value Common Stock Number of Average Number Issued and Equivalents Shares of Shares Outstanding Outstanding Outstanding ------------------- -------------- ----------------- ----------------- March 1999 35,276,130 - 35,276,130 April 1999 35,326,130 - 35,326,130 May 1999 35,526,130 - 35,526,130 June 1999 35,526,130 - 35,526,130 July 1999 35,526,130 - 35,526,130 August 1999 35,576,130 - 35,576,130 35,451,130
MEDISCIENCE TECHNOLOGY CORP. NOTES TO FINANCIAL STATEMENTS AUGUST 31, 1999 (UNAUDITED) NOTE 1 RESULTS OF OPERATIONS The financial statements, in the opinion of management, include all adjustments and accruals necessary for a fair presentation. The results of operations for each interim period are not necessarily indicative of results to be expected for the year due to the unpredictability of market factors, product development, competition and sales in general. NOTE 2 OTHER ACCRUED LIABILITIES Other accrued liabilities consist of the following: Legal and Professional Fees $ 206,100 Research & Development 458,484 Salaries, Consulting and Other 953,454 ----------- $1,618,038 =========== MANAGEMENT'S PLAN OF OPERATION The Company's mission is to discover, develop and market novel and effective photonic technologies for the early detection of cancer. The focus of Mediscience's devices is aimed toward less invasive, faster, more accurate and more cost effective cancer diagnosis. Mediscience's primary area of concentration is on development and commercialization of its patented Tissue Fluorescence Spectroscopy technology which uses light for non-invasive and minimally invasive detection of cancer in humans, in vivo (in the body). Its secondary focus is on research and development of its Optical Imaging technology which uses laser light to image dense tissue without exposing the body to harmful ionizing irradiation. The Company has successfully conducted pre clinical investigations with tissue from the upper aerodigestive tract, the cervix, the breast and the colon. A human clinical feasibility study was successfully completed for the upper aerodigestive tract and additional human clinical feasibility studies are scheduled for the breast and esophagus. Other possible application opportunities will be evaluated during 1999 and pre clinical evaluations are expected to be undertaken for the more promising opportunities before moving on to human clinical studies. The Phase I clinical feasibility study of the upper aerodigestive tract was carried out at Memorial Sloan-Kettering under the Principle Investigation of Stimson P. Schantz, M.D., Associate Professor of Surgery and Director of Cancer Prevention. It was established in this study that the Company's CD Scan prototype product is able to distinguish between cancerous and normal tissue in the oral cavity using its native tissue fluorescence spectroscopy technology. At least two other clinical studies are continuing into1999. One such clinical study is focused on diagnosis of breast cancer using the Company's second prototype product, CD Ratiometer. This clinical study is being conducted at Massachusetts General Hospital under the Principle Investigation of Daniel B. Kopans, M.D., Associate Professor of Radiology, Harvard Medical School and Section Head, Breast Imaging, Massachusetts General Hospital. The clinical feasibility study is sponsored by Mediscience and will be partially funded by the United States Army Medical Research Acquisition Activity. The second, planned, phase I clinical feasibility study will be done at New York Hospital's Cornell Medical Center to assess the potential utility of Mediscience's CD Ratiometer with fiberoptic probe adapted to a flexible endoscope furnished by Pentax Precision Instrument Corporation for monitoring Barrett's Esophagus. In addition to working on its own, Mediscience is also seeking one or more corporate alliance arrangements to jointly develop specific end use applications for its technologies. The Company is also selectively considering other non-medical applications of its technology through possible partnering arrangements. Mediscience subcontracts its research and development through an arrangement with the City University of New York. Dr. Robert Alfano, a consultant to the Company, distinguished professor of science and engineering at CUNY and the inventor of the technology, supervises the Company's research as CUNY's Principal Investigator. As a result of the contract research relationship with CUNY, the Company either owns or holds exclusive licenses to 22 U.S. patents plus in 1 in Japan, for a total of 23 and has exclusive rights to an additional 20 U.S.patents pending. The Company has a research agreement with Memorial Sloan-Kettering Hospital for investigation of its Tissue Fluorescence Spectroscopy technology and maintains close working relationships with Columbia Presbyterian Hospital, New York Hospital's Cornell Medical Center and Massachusetts General Hospital. The Company had developed three prototype products that employ the technology for cancer diagnosis. They include Cancer Detection Scan, CD Ratiometer and CD Map. The CD Scan product prototype is oriented toward medical research. It is designed to provide optical scanning capability of a broad spectrum of optical wavelengths for evaluation of tissue. CD Ratiometer on the other hand is being designed as a simple, compact instrument with user friendly features and characteristics. It is designed to optically assess the scanned tissue only at pre-established optical wavelengths and report out essentially a yes, no or maybe result on a computer screen, instantaneously. CD Ratiometer with its anticipated assortment of probe designs is expected to be the preferred product for the medical practitioners use in the office or clinical setting. CD Map is a vision instrument that is being designed to optically assess an area of tissue rather than selective individual points. Although it is at an earlier stage of design than either CD Scan or CD Ratiometer, it is expected to report out results similar to the CD Ratiometer but in pseudocolored graphics (a "map") on a computer screen distinguishing the normal areas from cancerous areas via color differentiation. The Company's ability to maintain its operations throughout its history has been dependent upon the periodic infusion of capital and the willingness of its creditors to accept payment beyond normal terms. The ability of the Company to generate significant revenues from operations is largely dependent upon obtaining regulatory approval for the commercialization of its cancer detection technology. There can be no assurance as to whether or when the various requisite governmental approvals will be obtained or the terms or scope of these approvals. The Company intends to defray the costs of obtaining regulatory approval for the commercialization of such technology by the establishment of clinical trial arrangements with medical institutions, similar to its agreement with Sloan Kettering Memorial Hospital. The Company intends to continue to pursue the establishment of co-promotion arrangements for the marketing, distribution and commercial exploitation of its cancer detection technology. Such arrangements, if established, may include up-front payments sharing of sales revenues after deduction of certain expenses, and/or product development funding. Management of the Company anticipates that substantial resources will be committed to a continuation of its research and development efforts and to finance government regulatory applications. While management believes that the Company will obtain sufficient funds to satisfy its liquidity and capital resource needs for the short term, no assurances can be given that additional funding, or capital from other sources, such as co-promotion arrangements, will be obtained on a satisfactory basis. PART II - OTHER INFORMATION Item 1. Legal Proceedings None Item 2. Changes in Securities None Item 3. Defaults Upon Senior Securities None Item 4. Submission of Matters to a Vote of Security Holders None Item 5. Other Information On August 18, 1999 the board of directors unanimously extended Mr. Katevatis's existing contract expiration date from March 5, 2002 to March 5, 2007, maintaining all other original contract terms and conditions, in recognition of his personal financial investment in the Company, the periodic voluntary non-assertion of his contractual anti-dilution rights and other significant consideration to the Company. On August 18, 1999 Dr. Alfano agreed to extend his agreement, on the same original contract terms and conditions, from its expiration date of March 5, 2002 to March 5, 2007. Item 6. Exhibits and Reports on Form 8-K None SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES AND EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY AUTHORIZED. MEDISCIENCE TECHNOLOGY CORP. ---------------------------- (REGISTRANT) DATE: January 18, 2000 By: /s/PETER KATEVATIS --------------------------------- PETER KATEVATIS Chairman/CEO By: /s/JOHN M. KENNEDY --------------------------------- JOHN M. KENNEDY Treasurer Chief Accounting Officer EX-27 2
5 1,000 6-MOS FEB-29-2000 AUG-31-1999 2 0 0 0 0 22 204 192 33 1,750 0 0 0 356 (2,072) 33 0 0 0 0 472 0 0 (472) 0 (472) 0 0 0 (472) (.02) (.02)
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