-----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, JYG4vepXaCDs7C24og8A3tYt374aFg+f83ooglGJP1jjroeJGA89P4yCCZ+/s0Tx ihrC9AUbJmzUMf3oDu/SIA== 0001015324-01-000006.txt : 20010417 0001015324-01-000006.hdr.sgml : 20010417 ACCESSION NUMBER: 0001015324-01-000006 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010416 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VEREX LABORATORIES INC/CO CENTRAL INDEX KEY: 0000716861 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 840850695 STATE OF INCORPORATION: CO FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-11232 FILM NUMBER: 1603329 BUSINESS ADDRESS: STREET 1: 14 INVERNESS DR EAST STREET 2: BLDG D - STE 100 CITY: ENGLEWOOD STATE: CO ZIP: 80112 BUSINESS PHONE: 3037994499 MAIL ADDRESS: STREET 1: 14 INVERNESS DR. EAST STREET 2: BLDG. D, SUITE 100 CITY: ENGLEWOOD STATE: CO ZIP: 80112 10-Q 1 0001.txt FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2000 ---------------------- OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 0-11232 ---------------- VEREX LABORATORIES, INC. ---------------------------------------------------- (Exact name of Registrant as specified in its charter) Colorado 84-0850695 - ---------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 14 Inverness Drive East, D-100 Englewood, Colorado 80112 - -------------------------------------------------------------------------- (Address of principal executive offices) (303) 799-4499 ---------------------------------------------------- (Registrant's telephone number, including area code) (Former name, former address and former fiscal year, if changed since last report.) 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 requirements for the past 90 days. Yes No X APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. The registrant had 2,387,907 shares of its no par value common stock outstanding as of December 31, 2000. VEREX LABORATORIES, INC. CONSOLIDATED BALANCE SHEETS (Unaudited)
December 31, 2000 June 30, 2000 ------------------- --------------- Assets Current assets: Cash and cash equivalents 51,985 33,967 Notes receivable 25,300 25,300 Prepaid expenses 6,826 19,292 ------------- ------------ 84,111 78,559 Property and equipment, at cost Furniture and equipment 496,874 496,874 Leasehold improvements 1,317 1,317 ------------- ------------ 498,191 498,191 Less accumulated depreciation (494,334) (493,560) and amortization -------------- ------------- Property and equipment - net 3,857 4,631 Other assets: Patents and trademarks, 322,214 398,661 less accumulated amortization (222,203) (284,688) -------------- ------------- Patents - net 100,011 113,973 ------------- ------------ Total 187,979 197,163 ------------- ------------ Liabilities and Stockholders' Equity Current liabilities: Accounts payable and other accruals 276,903 335,807 Accrued salaries current 180,000 180,000 Revolving credit line, shareholder 558,399 280,000 Note payable to related party 24,938 24,938 Royalties due to related parties 32,500 32,500 ------------- ------------ 1,072,740 853,245 Long-term liabilities Accrued salary and benefits payable, net of current portion 332,404 407,391 Stockholders' deficit: Common Stock, no par value, 100,000,000 shares authorized, 2,327,359 shares 2,305,027 2,304,422 issued and outstanding Additional paid in capital 11,450,658 11,420,990 Accumulated deficit (14,972,850) (14,788,883) ------------- ------------- (1,217,165) (1,063,471) ------------- ------------- Total 187,979 197,165
2 VEREX LABORATORIES, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Three Months Ended Six Months Ended -------------------- ------------------ December 31, December 31, ---------------- --------------- 2000 1999 2000 1999 ------ ------ ------ ------ Revenues: Contract income 14,565 16,898 Miscellaneous 71 161 72 Rental income 7,745 15,375 ---------- ------------ ------------ ----------- Total revenues 7,745 14,636 15,536 16,970 Cost and expenses: General and administrative 36,597 224,879 106,943 396,585 Research and development 24,168 0 44,897 0 Marketing 0 0 0 0 Interest expense 26,029 287 47,663 287 --------- ----------- ----------- ----------- Total costs and expenses 86,794 225,166 199,503 396,872 Net income (loss) (79,049) (210,530) (183,967) (379,902) ========== ============ ============ ============ Net income (loss) per common share (0.03) (0.09) (0.08) (0.16) ========== ============ ============ ============ Weighted average shares outstanding 2,387,907 2,327,359 2,387,907 2,327,359
See notes to consolidated financial statement 3 VEREX LABORATORIES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Six Months Ended December 31, ------------------- 2000 1999 ------ ------ Cash flows from operating activities: Net loss (183,967) (379,902) Adjustments to reconcile net loss to net cash used by operating activities Depreciation 774 2,416 Amortization 13,962 10,272 Stock issued for services 30,273 Changes in assets and liabilities Prepaid expenses 12,466 292 Accounts payable and other accruals (58,904) 56,966 Accrued expenses 0 (14,660) Accrued salary and benefits payable (74,987) 296,603 Accrued royalties 0 0 ------------- ------------- Net cash used by operating activities (260,383) (28,013) Cash flows from investing activities: Additions to property and equipment 0 (2,325) Additions to patents and trademarks 0 (14,699) ------------ ------------- Net cash used in investing activities 0 (17,024) Cash flows from financing activities: Proceeds from paid-in capital 0 0 Payment received on notes receivable 0 0 Issuance of notes receivable 0 (3,000) Proceeds from notes payable 278,400 30,000 Payments on notes payable 0 0 ------------ ------------ Net cash provided by financing activities 278,400 27,000 Net increase in cash 18,017 (18,037) Cash at beginning of period 33,967 31,371 Cash at end of period 51,984 13,334 Supplemental disclosure of cash flow information: Interest paid 47,663 287
See notes to consolidated financial statement 4 VEREX LABORATORIES, INC. Consolidated Notes to Financial Statements (Unaudited) 1. Financial Statements - ------------------------- These unaudited financial statements should be read in conjunction with the Company's financial statements as of June 30, 2000, included in the Annual Report on Form 10-K. In the opinion of the Company, the accompanying consolidated financial statements contain all adjustments (consisting of normal recurring items) necessary to present fairly the consolidated financial position and results of operations for the periods presented. The results of operations for the six-month period ended December 31, 2000, are not necessarily indicative of the results to be expected for the full year. 2. Commitments - ---------------- Office Lease: - ------------- The Company leases office and research facilities at 14 Inverness Drive East, Building D, Suite 100, Englewood, Colorado, consisting of 6,486 square feet of space at $4,459 per month pursuant to a lease through March 31, 2002. The Company sublets a portion of the premises at $2,106 per month to another unaffiliated company. 3. Net Income Per Common Share - -------------------------------- Income (loss) per common share for the six-month periods ended December 31, 2000 and December 31, 1999 has been computed on the basis of the weighted number of common shares outstanding of 2,387,907 and 2,327,359 respectively. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations - ----------------------------------------------------------- Operations ---------- The first six months of fiscal year 2001 ending December 31, 2000 resulted in revenue of $15,536 as compared to $16,970 for the corresponding fiscal 1999 period. The revenues are from subleasing a portion of their office space. General and administrative expense and research and development expense are less than in 1999 due to general belt tightening. Financial Position ------------------ The Company went from a deficit shareholders' equity of $1,063,471 to a negative shareholders' equity of $1,217,165 as a result of losses for the six months of $183,967. 5 Liquidity and Capital Resources ------------------------------- Other than facilities rent and salaries, there are no other commitments. The Company is currently pursuing additional licensing and contract formulation arrangements, however there is no assurance such will be obtained. Except as indicated above, there are no planned expenditures outside the normal operating costs of the Company which will cause the Company to make any extraordinary plans for handling any cash requirements within the foreseeable future. On March 22, 2000 the Company entered into a one year credit facility with PR Pharmaceuticals, Inc. of Fort Collins, Colorado, whereby PR agreed to loan the Company up to $1,000,000 at 15.78% interest pursuant to a Master Loan Agreement, so long as the Company is complying with the terms of that Agreement. As of December 31, 2000 the Company had drawn $558,399 under this Agreement. PR acquired 53% of the outstanding share of common stock of the Company on March 31, 2000. The credit facility expired on March 21, 2001. It has not yet been extended and there is no assurance that it will be extended. As of the date of this filing, the Company is in default on this credit facility. On April 12, 2000 the company entered in an agreement with PR whereby it is to provide administrative services to the Company for a fee not to exceed $5,000 per month. PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibit 3.1 Restated Articles of Incorporation* Exhibit 3.2 Restated By-Laws* * Incorporated by reference to SEC File No. 2-82403-D filed September 30, 1983 Exhibit 10.34 Exhibit 10.35 Exhibit 10.36 Exhibit 10.37 Exhibit 10.38 (b) No reports on Form 8-K were filed during the quarter ended December 31, 2000. 6 SIGNATURE PAGE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant had duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant) VEREX LABORATORIES, INC. BY(Signature) /s/Patrick Bols (Date) April 13, 2001 (Name and Title) Patrick Bols President -----END PRIVACY-ENHANCED MESSAGE-----