-----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, PvpK7upxHH56w2f0VeyBODQ9s8jd71W3e6QRPMoV1PFoWP4pr94y7kc/ztTjBqgQ Nu0P9mJ8Wx/SNZCk2CL9mw== 0000891092-02-000119.txt : 20020414 0000891092-02-000119.hdr.sgml : 20020414 ACCESSION NUMBER: 0000891092-02-000119 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010727 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020130 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REGENT GROUP INC /DE CENTRAL INDEX KEY: 0000072170 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 221558317 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-03338 FILM NUMBER: 02521617 BUSINESS ADDRESS: STREET 1: 720 MILTON ROAD STREET 2: STE J3 CITY: RYE STATE: NY ZIP: 10580 BUSINESS PHONE: 9149216389 MAIL ADDRESS: STREET 1: 720 MILTON ROAD STREET 2: STE J3 CITY: RYE STATE: NY ZIP: 10580 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL MADISON HOLDINGS CORP DATE OF NAME CHANGE: 19971217 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL MERCANTILE CORP DATE OF NAME CHANGE: 19680319 FORMER COMPANY: FORMER CONFORMED NAME: NMC CORP DATE OF NAME CHANGE: 19920703 8-K/A 1 e12958.txt FORM 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K/A-2 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 27, 2001 REGENT GROUP, INC. ------------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware ------------------------------------------------------------ (State or other jurisdiction of incorporation) 0-3338 ------------------------------------------------------------ (Commission File Number) 22-1558317 ------------------------------------------------------------ (IRS Employer Identification No.) 1 Anderson Hill Rd. Suite 103 Bernardsville, NJ 07924 ------------------------------------------------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (908) 630-8700 Item 7. Financial Statements and Exhibits. (a) Financial Statements of businesses acquired. (b) Pro Forma Financial Information. (c) Exhibits. None. SIGNATURES Pursuant to the requirements of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. REGENT GROUP, INC. (Registrant) Date: January 29, 2002 /s/ Jerry Swon ------------------------------------- Jerry Swon, President and Chief Executive Officer (a)Financial Statements of businesses acquired. Millennium Biotechnologies, Inc. (A Development Stage Company) Financial Statements December 31, 2000 Millennium Biotechnologies, Inc. (A Development Stage Company) Index to the Financial Statements Page Independent Auditors' Report.............................................. 1 Financial Statements (As of December 31, 2000 and for the period from November 9, 2000, inception, through December 31, 2000) Balance Sheet........................................................ 2 Statement of Operations.............................................. 3 Statement of Changes in Shareholders' Equity......................... 4 Statement of Cash Flows.............................................. 5 Notes to Financial Statements........................................ 6-7 Unaudited Financial Statements (As of March 31, 2001 and for the three months then ended) Balance Sheet........................................................ 8 Statement of Operations.............................................. 9 Statement of Cash Flows.............................................. 10 Notes to Financial Statements........................................ 11 Board of Directors Millennium Biotechnologies, Inc. We have audited the accompanying balance sheet of Millennium Biotechnologies, Inc. as of December 31, 2000, and the related statements of operations, shareholders' equity and cash flows for the period November 9, 2000 (date of inception) to December 31, 2000. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe our audit provides a reasonable basis in our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Millennium Biotechnologies, Inc. as of November 9, 2000 (date of inception) to December 31, 2000 in conformity with accounting principles generally accepted in the United States of America. /s/ Rosenberg Rich Baker Berman & Company Bridgewater, New Jersey July 31, 2001 Millennium Biotechnologies, Inc. (A Development Stage Company) Balance Sheet December 31, 2000 Assets Current Assets Cash $ 5,465 Prepaid expenses 4,229 Inventory 2,805 -------- Total Current Assets 12,499 Property 1,965 Equipment 4,885 -------- 6,850 Less accumulated depreciation 168 -------- 6,682 Other assets 34,843 -------- Total Assets $ 54,024 ======== Liabilities and Stockholders' Equity (Deficit) Current Liabilities Accounts payable and accrued liabilities $ 48,405 Other liabilities 75,000 -------- Total Current Liabilities 123,405 -------- Stockholders' Equity Common stock 0.00001 par value; 25,000,000 shares authorized; 0 shares issued and outstanding -- Retained deficit (69,381) -------- Total stockholders' equity (deficit) (69,381) -------- Total Liabilities and Stockholders' Equity (Deficit) $ 54,024 ======== See notes to the financial statements. 2 Millennium Biotechnologies, Inc. (A Development Stage Company) Statement of Operations For the period November 9, 2000 (date of inception) to December 31, 2000 Sales $ -- Cost of sales -- -------- Gross profit -- Selling expenses 10,186 General and administrative expenses 58,778 -------- 68,964 (Loss) from operations (68,964) Other income (expense) Interest expense (417) -------- Net (Loss) $(69,381) ======== See notes to the financial statements. 3 Millennium Biotechnologies, Inc. (A Development Stage Company) Statement of Changes in Shareholders' Equity For the period November 9, 2000 (date of inception) to December 31, 2000
Deficit accumulated Common Stock during the --------------------------- development Shares Amount stage Total ------------ ------------- ----------- --------- Net (loss) for the period November 9, 2000 (date of inception) to December 31, 2000 -- $ -- $(69,381) $(69,381) ------------ ------------- --------- --------- Balance - December 31, 2000 -- $ -- $(69,381) $(69,381) ============ ============= ======== =========
See notes to the financial statements. 4 Millennium Biotechnologies, Inc. (A Development Stage Company) Statement of Cash Flows For the period November 9, 2000 (date of inception) to December 31, 2000 Cash Flows from Operating Activities Net (Loss) $(69,381) Adjustments to Reconcile Net (Loss) to Net Cash Provided (Used) by Operating Activities: Depreciation 168 Changes in assets and liabilities: (Increase) in inventory (2,805) (Increase) in prepaid expenses (4,229) (Increase) in other assets (34,844) Increase in accounts payable and accrued liabilities 48,405 -------- Net Cash (Used) by Operating Activities (62,686) Cash Flows from Investing Activities Purchases of property and equipment (6,849) -------- Net Cash (Used) by Investing Activities (6,849) -------- Cash Flows from Financing Activities Proceeds from other liabilities 75,000 -------- Net Cash Provided by Financing Activities 75,000 Net Increase in Cash 5,465 Cash at Beginning of Period -- -------- Cash End of Period $ 5,465 ======== See notes to the financial statements. 5 Millennium Biotechnologies, Inc. (A Development Stage Company) Notes to Financial Statements NATURE OF ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Organization Millennium Biotechnologies, Inc. (the Company) was incorporated in the State of Delaware on November 9, 2000 and is located in New Jersey. The Company is a research based bio-nutraceutical corporation involved in the field of nutritional science. The Company's principal source of revenue is expected to be from sales of its nutraceutical supplement, Resurgex, which serves as a nutritional support for immuno-compromised individuals undergoing medical treatment for chronic debilitating diseases. Since there has been no revenue generated from the sales of this product, the Company is considered to be a Development Stage Company for financial reporting purposes. Inventories Inventory consists of finished goods which are stated at the lower of cost (determined by the first in, first out method) or market. Depreciation and Amortization The cost of property and equipment is depreciated for financial reporting purposes on a straight-line basis over the estimated useful lives of the assets: 20-30 years for buildings and building improvements and 3-8 years for machinery and equipment. Leasehold improvements are amortized over the shorter of the estimated useful lives or the underlying lease term. Repairs and maintenance expenditures which do not extend the useful lives of the related assets are expensed as incurred. For Federal income tax purposes, depreciation is computed under accelerated methods over the asset's class life. Use of Estimates in the Preparation of financial Statements The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. INVENTORIES Inventories consisted of the following at December 31, 2000: Finished goods $ 2,805 INCOME TAXES The Company accounts for income taxes on the liability method, as provided by Statement of Financial Accounting Standards 109, Accounting for Income Taxes (SFAS 109). At December 31, 2000, the Company had net operating loss carryforwards of approximately $70,000 which will be available to offset Federal and State taxable income during the carryforward period through 2020 for Federal purposes and 2007 for State purposes. This net operating loss carryforward gives rise to a deferred tax asset of $16,000 which has been fully offset by a valuation allowance as the asset does not meet the criteria that it is more likely than not it will be realized. Therefore no tax benefit is realized in the statement of operations. 6 Millennium Biotechnologies, Inc. (A Development Stage Company) Notes to Financial Statements OTHER LIABILITIES Other liabilities consist of $75,000 which was subsequently converted into 6,100,000 shares of common stock. MAJOR VENDORS For the sourcing of raw materials; procurement of inherent specialty ingredients; manufacture of bulk product; quality control and testing; and market research assistance, the Company has retained the services of one vendor. FAIR VALUE OF FINANCIAL INSTRUMENTS Cash, accounts payable, accrued expenses, and other current liabilities: The carrying amount approximates fair value because of the short term maturity of these instruments: Limitations Fair value estimates are made at a specific point in time, based on relevant information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgement and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. SUBSEQUENT EVENTS On January 1, 2001 the Company entered into an office lease for a term of five years beginning January 1, 2001. The lease calls for annual rent of $69,687 plus an additional pro-rata share of certain operating costs. The Company has subsequently issued 9,481,988 shares of common stock between January 11,2001 and July 16, 2001 in conjunction with the receipt of $430,000 in equity financing. On July 27, 2001 the Company merged with Regent Group, Inc. (Regent), a publicly traded corporation whereby the Company's stockholders received convertible preferred stock of Regent in exchange for their shares. Such preferred shares are convertible into approximately 95% of the outstanding common stock of Regent at the time of issuance. 7 (b)Pro Forma Financial Information. Regent Group, Inc. and Subsidiaries The Unaudited ProForma Combined Statement of Operations of the Company for the twelve month periods ended December 31, 2000 and 1999 and the three month periods ended March 31, 2001 and 2000 (the "ProForma Statements of Operations") and the Unaudited ProForma Combined Balance Sheets of the Company as of December 31, 2000 and March 31, 2001 (the "ProForma Balance Sheets" and together with the ProForma Statements of Operations, the "ProForma Combined Financial Statements") have been prepared to illustrate the effect of the merger of Millennium Biotechnologies, Inc. ("Millennium") on July 27, 2001 as if such transaction took place on January 1, 1999. The ProForma Combined Financial Statements do not purport to be indicative of the results of operations or financial position of the Company that would have actually been obtained had such transactions been completed as of the assumed dates and for the periods presented, or which may be obtained in the future. The ProForma adjustments are described in the accompanying notes and are based upon available information and certain assumptions that the Company believes are reasonable. The ProForma Combined Financial Statements should be read in conjunction with the historical financial statements of Millennium. Regent Group, Inc. and Subsidiaries Unaudited ProForma Combined Balance Sheets
March 31, 2001 --------------------------------------------------------------- ProForma ProForma Combined Millennium Regent Adjustments Company ------------ ------------ ------------ ------------ Assets Current Assets Cash $ 5,762 $ 6,470 $ -- $ 12,232 Marketable securities -- 6,000 -- 6,000 Inventories 2,805 -- -- 2,805 Prepaid expenses 8,375 8,593 -- 16,968 --------- ------------ ------------ ------------ 16,942 21,063 -- 38,005 Property, Plant and Equipment 49,243 -- -- 49,243 Other Assets 34,843 -- -- 34,843 --------- ------------ ------------ ------------ Total Assets 101,028 21,063 -- 122,091 ========= ============ ============ ============ Liabilities and Stockholders' (Deficiency) Equity Current Liabilities Accounts payable and accrued expenses 114,142 233,484 -- 347,626 Prepayments received -- -- -- -- Short term debt 30,042 90,000 -- 120,042 --------- ------------ ------------ ------------ Total Current Liabilities 144,184 323,484 -- 467,668 --------- ------------ ------------ ------------ Deferred Royalty Obligation 45,000 -- -- 45,000 Stockholders' (Deficiency) Equity Preferred Stock Convertible Series B -- 130,282 -- 130,282 Convertible Series C -- 64,763 -- 64,763 Convertible Series D -- --A 237,050 237,050 Common Stock 83 365,472A (83) 365,472 Additional Paid in Capital 139,917 16,960,408A (236,967) 16,863,358 Deficit (228,156) (17,820,346) -- (18,048,502) Cumulative Other Comprehensive Income -- (3,000) -- (3,000) --------- ------------ ------------ ------------ Total Stockholders' (Deficiency) Equity (88,156) (302,421) -- (390,577) --------- ------------ ------------ ------------ Total Liabilities and Stockholders' (Deficiency) Equity $ 101,028 $ 21,063 $ -- $ 122,091 ========= ============ ============ ============ December 31, 2000 --------------------------------------------------------------- ProForma ProForma Combined Millennium Regent Adjustments Company ------------ ------------ ------------ ------------ Assets Current Assets Cash $ 5,465 $ 782 $ -- $ 6,247 Marketable securities -- 32,550 -- 32,550 Inventories 2,805 -- -- 2,805 Prepaid expenses 4,229 8,593 -- 12,822 ------------ ------------ ------------ ------------ 12,499 41,925 -- 54,424 Property, Plant and Equipment 6,682 -- -- 6,682 Other Assets 34,843 -- -- 34,843 ------------ ------------ ------------ ------------ Total Assets 54,024 41,925 -- 95,949 ============ ============ ============ ============ Liabilities and Stockholders' (Deficiency) Equity Current Liabilities Accounts payable and accrued expenses 48,405 193,900 -- 242,305 Prepayments received 25,000 -- -- 25,000 Short term debt 50,000 90,000 -- 140,000 ------------ ------------ ------------ ------------ Total Current Liabilities 123,405 283,900 -- 407,305 ------------ ------------ ------------ ------------ Deferred Royalty Obligation -- -- -- -- Stockholders' (Deficiency) Equity Preferred Stock Convertible Series B -- 130,282 -- 130,282 Convertible Series C -- 64,763 -- 64,763 Convertible Series D -- --A 237,050 237,050 Common Stock -- 365,472 -- 365,472 Additional Paid in Capital -- 16,855,418A (237,050) 16,618,368 Deficit (69,381) (17,753,460) -- (17,822,841) Cumulative Other Comprehensive Income -- 95,550 -- 95,550 ------------ ------------ ------------ ------------ Total Stockholders' (Deficiency) Equity (69,381) (241,975) -- (311,356) ------------ ------------ ------------ ------------ Total Liabilities and Stockholders' (Deficiency) Equity $ 54,024 $ 41,925 $ -- $ 95,949 ============ ============ ============ ============
2
Regent Group, Inc. and Subsidiaries Unaudited ProForma Combined Statement of Operations Twelve Months Ended December 31, 2000 ---------------------------------------------------------- ProForma ProForma Combined Millennium Regent Adjustments Company ----------- ----------- ----------- ----------- Net Sales $ -- $ 44,806 $ -- $ 44,806 Cost of Goods Sold -- -- -- -- ----------- ----------- ----------- ----------- Gross Profit -- 44,806 -- 44,806 Selling, General and Administrative Expenses 68,964 (791,847) -- (722,883) ----------- ----------- ----------- ----------- Income (Loss) From Operations (68,964) 836,653 -- 767,689 Other Income (Expense) Miscellaneous Income -- 247,500 -- 247,500 Interest Expense, Net (417) (8,367) -- (8,784) Amortization of Goodwill -- (5,653,037) -- (5,653,037) ----------- ----------- ----------- ----------- Total Other Income (Expense) (417) (5,413,904) -- (5,414,321) Loss Before Provision for Income Taxes (69,381) (4,577,251) -- (4,646,632) Provision for Income Taxes -- -- -- -- ----------- ----------- ----------- ----------- Net Loss $ (69,381) $(4,577,251) $ -- $(4,646,632) =========== =========== =========== =========== Twelve Months Ended December 31, 1999 ---------------------------------------------------------- ProForma ProForma Combined Millennium Regent Adjustments Company ----------- ----------- ----------- ----------- Net Sales $ -- $ 119,625 $ -- $ 119,625 Cost of Goods Sold -- 16,725 -- 16,725 ----------- ----------- ----------- ----------- Gross Profit -- 102,900 -- 102,900 Selling, General and Administrative Expenses -- 2,393,460 -- 2,393,460 ----------- ---------- ----------- ----------- Income (Loss) From Operations -- (2,290,560) -- (2,290,560) Other Income (Expense) Miscellaneous Income -- -- -- -- Interest Expense, Net -- (121,426) -- (121,426) Amortization of Goodwill -- (237,320) -- (237,320) ----------- ----------- ----------- ----------- Total Other Income (Expense) -- (358,746) -- (358,746) Loss Before Provision for Income Taxes -- (2,649,306) -- (2,649,306) Provision for Income Taxes -- -- -- -- ----------- ----------- ----------- ----------- Net Loss $ -- $(2,649,306) $ -- $(2,649,306) =========== =========== =========== ===========
3 Regent Group, Inc. and Subsidiaries Unaudited ProForma Combined Statement of Operations
Three Months Ended March 31, 2001 ----------------------------------------------------- ProForma ProForma Combined Millennium Regent Adjustments Company ----------- --------- ------------ ---------- Net Sales $ -- $ -- $ -- $ -- Cost of Goods Sold -- -- -- -- --------- --------- --------- --------- Gross Profit -- -- -- -- Selling, General and Administrative Expenses 156,844 83,036 -- 239,880 --------- --------- --------- --------- (Loss) From Operations (156,844) (83,036) -- (239,880) Other Income (Expense) Miscellaneous -- 17,500 -- 17,500 Interest Expense (1,931) (1,350) -- (3,281) --------- --------- --------- --------- Total Other Income (Expense) (1,931) 16,150 -- 14,219 Loss Before Provision for Income Taxes (158,775) (66,886) -- (225,661) Provision for Income Taxes -- -- -- -- --------- --------- --------- --------- Net Loss $(158,775) $ (66,886) $ -- $(225,661) ========= ========= ========= ========= Three Months Ended March 31, 2000 ----------------------------------------------------- ProForma ProForma Combined Millennium Regent Adjustments Company ----------- --------- ------------ ---------- Net Sales $ -- $ 3,750 $ -- $ 3,750 Cost of Goods Sold -- -- -- -- --------- --------- --------- --------- Gross Profit -- 3,750 -- 3,750 Selling, General and Administrative Expenses -- 976,025 -- 976,025 --------- --------- --------- --------- (Loss) From Operations -- (972,275) -- (972,275) Other Income (Expense) Miscellaneous -- 130,000 -- 130,000 Interest Expense -- (2,750) -- (2,750) --------- --------- --------- --------- Total Other Income (Expense) -- 127,250 -- 127,250 Loss Before Provision for Income Taxes -- (845,025) -- (845,025) Provision for Income Taxes -- -- -- -- --------- --------- --------- --------- Net Loss $ -- $(845,025) $ -- $(845,025) ========= ========= ========= =========
4 Regent Group, Inc. and Subsidiaries Notes to the ProForma Combined Financial Statements Note A. On July 27, 2001, pursuant to an agreement and plan of reorganization among the Company, its newly-formed wholly-owned subsidiary (the "Subsidiary"), Millennium, and its stockholders, the Subsidiary merged into Millennium. For accounting purposes, this transaction is treated as an acquisition of the Company by Millennium and a recapitalization of Millennium. The merger resulted in the issuance to Millennium shareholders of a new Series D $1 par value Convertible Preferred Stock ("D Preferred Stock") of the Company in exchange for all of the issued and outstanding common stock of Millennium. The Millennium stockholders received .025 shares of the Company's D Preferred Stock in exchange for each share of Millennium common stock. Each share of D Preferred Stock is convertible into 641.215 shares of the Company's common stock and entitles the holder of D Preferred Stock to 641.215 votes. A total of 237,049.7 shares of D Preferred Stock have been issued to former Millennium shareholders as a result of the transaction. The ProForma Combined Balance Sheets are those of Millennium at December 31, 2000 and March 31, 2001 as well as those of the Company at January 31, 2001 and April 30, 2001, respectively. The ProForma Combined Statements of Operations are those of Millennium for the twelve and three month periods ended December 31 and March 31 as well those of the Company for the twelve and three month periods ended January 31 and April 30, respectively. 5 Millennium Biotechnologies, Inc. Balance Sheet (Unaudited) March 31, 2001 --------- ASSETS Current Assets Cash $ 5,762 Inventories 2,805 Prepaid Expenses 8,375 --------- Total Current Assets 16,942 Property, plant and equipment, net of $2,050 accumulated depreciation 49,243 Other assets 34,843 --------- Total Assets 101,028 ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Accounts payable and accrued expenses 114,142 Loans & Notes payable 30,042 --------- Total Current Liabilities 144,184 Unearned income, less current portion 45,000 --------- Total Liabilities 189,184 STOCKHOLDERS EQUITY Common stock $0.00001 par value, 25,000,000 shares authorized, 8,309,677 shares issued and outstanding 83 Additional paid-in capital 139,917 Retained deficit (228,156) --------- Total Stockholders' Equity (Impairment) (88,156) --------- Total Liabilities and Stockholders' Equity $ 101,028 ========= See notes to the financial statements. 8 Millennium Biotechnologies, Inc. Statement of Operations (Unaudited) Three Months Ended March 31, 2001 ------------ Net Sales $ -- Cost of goods sold -- --------- Gross Profit -- Selling expenses 4,955 General and administrative expenses 151,889 --------- Loss from Operations (156,844) Other Income (Expenses) Interest expense, net (1,931) --------- Total Other Income (Expense) (1,931) --------- Net Loss $(158,775) ========= See notes to financial statements. 9 Millennium Biotechnologies, Inc. Statement of Cash Flows (Unaudited) Three Months Ended March 31, 2001 ------------ Cash Flows from Operating Activities Net income (loss) $(158,775) Adjustments to net income (loss) Depreciation and amortization 1,883 Decreases (increases) in Assets Prepaid expenses (4,146) Increases (decreases) in Liabilities Accounts payable and accrued expenses 60,736 Unearned income 50,000 --------- Net Cash (Used) by Operating Activities (50,302) Cash Flows from Investing Activities Purchases of equipment and fixtures (44,443) --------- Net Cash (Used) by Investing Activities (44,443) Cash Flows from Financing Activities Repayment of loans and notes (44,958) Issuance of common stock 140,000 --------- Net Cash Provided by Financing Activities 95,042 Net Increase in Cash 297 Cash at Beginning of Period 5,465 --------- Cash at End of Period $ 5,762 ========= See notes to the financial statements. 10 Millennium Biotechnologies, Inc. Notes to the Condensed Financial Statements BASIS OF PRESENTATION The accompanying unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Item 310 of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2001 are not necessarily indicative of the results that may be expected for the year ended December 31, 2001. The unaudited condensed financial statements should be read in conjunction with the historical financial statements of Millennium Biotechnologies, Inc. 11 -----END PRIVACY-ENHANCED MESSAGE-----