-----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, Ec/UKhjUWBziW4NLUyI/YqZYwxwTAr24ylulq90aF4HucXIvO4Rm8va9cSyQfEX6 MYApTk0EK/m/h5GQMVrIsA== 0000891092-02-000981.txt : 20020814 0000891092-02-000981.hdr.sgml : 20020814 20020814174403 ACCESSION NUMBER: 0000891092-02-000981 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020630 FILED AS OF DATE: 20020814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MILLENNIUM BIOTECHNOLOGIES GROUP INC CENTRAL INDEX KEY: 0000072170 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 221558317 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-03338 FILM NUMBER: 02737262 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: NMC CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL MERCANTILE CORP DATE OF NAME CHANGE: 19680319 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL MADISON HOLDINGS CORP DATE OF NAME CHANGE: 19971217 FORMER COMPANY: FORMER CONFORMED NAME: REGENT GROUP INC /DE DATE OF NAME CHANGE: 19980425 10QSB 1 e13753_10qsb.txt FORM 10QSB FORM 10-QSB SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter Ended June 30, 2002 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 0-3338 MILLENNIUM BIOTECHNOLOGIES GROUP, INC. -------------------------------------- (Exact Name of Registrant as Specified in its Charter) Delaware 22-1558317 ------------------------------ ------------------- (State or other Jurisdiction of (IRS Employer Incorporation or Organization) Identification No.) One Anderson Hill Road, Ste.103, Bernardsville, New Jersey 07924 ---------------------------------------------------------------- (Address of Principal Executive Office) (Zip Code) (908) 630-8700 -------------- (Registrant's telephone number including area code) REGENT GROUP, INC. ------------------ (Former Conformed Name) April 1, 2002 ------------- (Date of Name Change) 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 ___ The number of shares of Registrant's Common Stock, $0.001 par value, outstanding as of August 10, 2002, was 17,249,357 shares. MILLENNIUM BIOTECHNOLOGIES GROUP, INC. AND SUBSIDIARY INDEX ----- Page Number PART 1 - FINANCIAL INFORMATION Item 1 Financial Statements (unaudited) Consolidated Balance Sheet - June 30, 2002 3 Consolidated Statements of Operations - Three and six months ended June 30, 2002 and 2001 4 Consolidated Statements of Cash Flows - Six months ended June 30, 2002 and 2001 5 Notes to Consolidated Financial Statements 6 - 10 Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations 11 - 12 PART II - OTHER INFORMATION 13 SIGNATURES 14 2 PART I - Item 1 MILLENNIUM BIOTECHNOLOGIES GROUP, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEET
June 30, 2002 ------------- ASSETS (Unaudited) Current Assets Cash .................................................................. $ 808 Accounts receivable, net of allowance for doubtful accounts of $11,645 ........................................ 145,602 Miscellaneous receivables ............................................. 58,628 Inventories ........................................................... 181,532 Prepaid expenses ...................................................... 28,810 ----------- Total Current Assets .............................................. 415,380 Property, plant and equipment, net of accumulated depreciation of $23,905 ................................................... 59,420 Other assets .............................................................. 53,196 ----------- TOTAL ASSETS ................................................................... 527,996 =========== LIABILITIES AND STOCKHOLDERS' EQUITY (IMPAIRMENT) LIABILITIES Current Liabilities Accounts payable and accrued expenses ................................. 500,601 Loans and notes payable ............................................... 55,678 ----------- Total Current Liabilities .......................................... 556,279 Unearned income, less current portion ..................................... 37,500 ----------- TOTAL LIABILITIES .............................................................. 593,779 ----------- STOCKHOLDERS' EQUITY Preferred Stock, $1 par value, 810,360 shares authorized: Convertible, Series B, non-voting, 65,141 shares issued and outstanding, at redemption value ................................................... 130,282 Cumulative, Series C, non-voting, 64,762 shares issued and outstanding .... 64,763 Convertible, Series D, voting, 125 shares issued and outstanding .......... 125 Common Stock, $0.001 par value, 75,000,000 shares authorized, 17,249,357 shares issued and outstanding .................................. 17,249 Additional paid-in capital ................................................ 3,479,065 Accumulated deficit ....................................................... (3,757,267) ----------- TOTAL STOCKHOLDERS' EQUITY (IMPAIRMENT) ........................................ (65,783) ----------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ..................................... $ 527,996 ===========
See notes to consolidated financial statements 3 MILLENNIUM BIOTECHNOLOGIES GROUP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Three Months Ended Six Months Ended June 30, June 30, 2002 2001 2002 2001 ------------ ------------ ------------ ------------ Total Revenues ................................. $ 183,214 $ -- $ 346,186 $ -- Cost of Goods Sold ............................. 97,320 -- 172,046 -- ------------ ------------ ------------ ------------ Gross Profit ................................... 85,894 -- 174,140 -- Selling expenses ............................... 159,621 41,916 299,108 46,871 General & administrative expenses .............. 692,407 293,102 1,187,989 444,991 ------------ ------------ ------------ ------------ Total operating expenses ....................... 852,028 335,018 1,487,097 491,862 (Loss) from operations ......................... (766,134) (335,018) (1,312,957) (491,862) Other Income (Expense) Miscellaneous income ...................... -- -- 22 -- (Loss) on disposal of assets .............. (96,905) -- (96,905) -- Interest (expense) ........................ (894) (1,007) (2,782) (2,938) ------------ ------------ ------------ ------------ Total Other (Expense) .................. (97,799) (1,007) (99,665) (2,938) ------------ ------------ ------------ ------------ Net (Loss) before taxes ........................ $ (863,933) $ (336,025) $ (1,412,622) $ (494,800) Provision for income taxes ................ 580 -- 580 -- Net (Loss) ..................................... $ (864,513) $ (336,025) $ (1,413,202) $ (494,800) ============ ============ ============ ============ (Loss) per Common Share ........................ $ (0.05) $ (0.04) $ (0.09) $ (0.08) ============ ============ ============ ============ Weighted Average Number of Common Shares Outstanding ................. 16,583,582 9,499,989 16,280,385 6,333,326 ============ ============ ============ ============
See notes to consolidated financial statements 4 MILLENNIUM BIOTECHNOLOGIES GROUP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Six Months Ended June 30, 2002 2001 ----------- ----------- Cash Flows from Operating Activities Net (loss) ...................................... $(1,413,202) $ (494,800) Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities Depreciation and amortization ................ 10,176 5,471 Stock issued for debt and expenses ........... 157,367 -- Decreases (increases) in Assets Accounts receivable .......................... (102,750) -- Miscellaneous receivables .................... 11,347 -- Inventories .................................. (53,555) 2,805 Prepaid expenses ............................. 21,309 (38,216) Other assets ................................. (1) (64,660) Increases (decreases) in Liabilities Accounts payable and accrued expenses ......... 220,278 149,395 Prepayments ................................... -- (25,000) ----------- ----------- Net Cash (Used) by Operating Activities .......................... (1,149,031) (465,005) ----------- ----------- Cash Flows from Investing Activities Purchases of equipment and fixtures ............. (7,732) (56,971) ----------- ----------- Net Cash (Used) by Investing Activities .......................... (7,732) (56,971) ----------- ----------- Cash Flows from Financing Activities Proceeds from borrowings ........................ 44,438 205,000 Repayment of loans .............................. (6,500) (50,000) Change in royalty obligation .................... -- 45,000 Proceeds from sale of common and preferred stock ............................. 624,080 322,500 ----------- ----------- Net Cash Provided by Financing Activities ........................... 662,018 522,500 ----------- ----------- Net Increase (Decrease) in Cash ...................... (494,745) 524 Cash at Beginning of Period .......................... 495,553 5,465 ----------- ----------- Cash at End of Period ................................ $ 808 $ 5,989 =========== ===========
See notes to consolidated financial statements 5 MILLENNIUM BIOTECHNOLOGIES GROUP, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2002 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization Millennium Biotechnologies Group, Inc. (the Company or "Millennium Group"), formerly Regent Group, Inc., is a holding company for its subsidiary Millennium Biotechnologies, Inc. ("Millennium"). Millennium was incorporated in the State of Delaware on November 9, 2000 and is located in New Jersey. Millennium is a research based bio-nutraceutical corporation involved in the field of nutritional science. Millennium's principal source of revenue is expected to be from sales of its nutraceutical supplement, RESURGEX(TM), which serves as a nutritional support for immuno-compromised individuals undergoing medical treatment for chronic debilitating diseases. The Company acquired Millennium on July 27, 2001, when it completed a merger with Millennium. In the merger, new Convertible Preferred Series D stock was issued in exchange for all the outstanding stock of Millennium. Such preferred shares are convertible into approximately 96% of the outstanding common stock of the Company at the time of issuance. Under the terms of the Agreement and Plan of Reorganization, a new wholly-owned Millennium Group subsidiary merged into Millennium. For accounting purpose, the merger has been treated as an acquisition of Millennium Group by Millennium, and a re-capitalization of Millennium. The historical financial statements prior to July 27, 2001, are those of Millennium. Subsequent to July 27, 2001, the financial statements are those of the Company and its wholly-owned subsidiary Millennium on a consolidated basis. Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial statements and with the instructions to Form 10-QSB and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required for annual financial statements. These financial statements should be read in conjunction with the consolidated financial statements and related footnotes included in the Company's annual report on Form 10-KSB for the year ended July 31, 2001, the Company's quarterly report on Form 10-QSB for the three months period ended October 31, 2001, the Company's transition report on Form 10-QSB for the two and five months periods ended December 31, 2001, and the Company's quarterly report on Form 10-QSB for the three months period ended March 31, 2002. In the opinion of the Company's management, all adjustments (consisting of normal recurring accruals) necessary to present fairly the Company's financial position as of June 30, 2002, the results of operations for the three and six months ended June 30, 2002 and 2001, and the cash flows for the six months ended June 30, 2002 and 2001, have been included. 6 MILLENNIUM BIOTECHNOLOGIES GROUP, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2002 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued Principles of Consolidation The Company's operations presently consist almost exclusively of the operations of Millennium. The consolidated financial statements include the accounts of the Company and its subsidiary from the acquisition date and/or through their respective disposition dates. All significant inter-company transactions and balances have been eliminated. Use of Estimates The preparation of the 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 and disclosure of contingent assets and liabilities as of 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. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation, which includes amortization of assets under capital leases, is calculated using the straight-line method over the estimated useful lives of the assets: 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 that do not extend the useful lives of related assets are expensed as incurred. For Federal income tax purposes, depreciation is computed under accelerated methods over the assets class life. Revenue Recognition Revenue is recognized at the date of shipment to customers provided that the resulting receivable is deemed probable of collection. Stock-Based Compensation The Company has adopted the disclosure-only provisions of Statement of Financial Accounting Standards No.123, "Accounting for Stock-Based Compensation". The standards encourages, but does not require, companies to recognize compensation expense for grants of stock, stock options and other equity instruments to employees based on fair value. Loss Per Common Share Basic and diluted loss per common share are computed by dividing net loss by the weighted average number of common shares outstanding during the periods, giving effect retroactively to the conversion of 268,605.73 shares Series D convertible preferred stock into common shares and the reverse split on a one-for-twelve basis, of April 1, 2002. Potential common shares used in computing diluted earnings per share related to stock options, warrants, convertible preferred stock and convertible debt which, if exercised, would have a dilutive effect on earnings per share, have not been included. 7 MILLENNIUM BIOTECHNOLOGIES GROUP, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2002 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued Fair Value of Financial Instruments For financial instruments including cash, prepaid expenses and other current assets, short-term debt, accounts payable and accrued expenses, it was assumed that the carrying values approximated fair value because of their short-term maturities. Reclassification Certain reclassifications have been made to prior year balances to conform with the current year's presentation. ACQUISITIONS AND MERGERS On July 27, 2001, pursuant to an Agreement and Plan of Reorganization, Millennium paid Millennium Group $146,000, which was used to pay certain indebtedness of Millennium Group. In addition, in November and December, 2001, the Company paid off pre-merger Millennium Group liabilities of $91,640. Each share of common stock of Millennium was converted into preferred series D shares of Millennium Group at a rate of .025 preferred shares for each common share of Millennium. Each of these preferred series D shares is convertible into 641.215 common shares of Millennium Group and is entitled to 641.215 votes. The preferred series D shares have been converted into common shares on April 1, 2002, with exception of 125 such shares. MISCELLANEOUS RECEIVABLES Miscellaneous receivables at June 30, 2002 consist of the following: Due from officers $ 51,125 Miscellaneous 7,503 -------- Total $ 58,628 ======== INVENTORIES Inventories consist of work-in-process and finished goods for the Company's RESURGEX(TM) product line. Cost-of-goods sold are calculated using the average costing method. Inventories at June 30, 2002, consists of the following: Raw Materials $ 157,047 Work in Process 11,239 Finished Goods 13,246 --------- Total $ 181,532 ========= PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment at June 30, 2002, consists of the following: Furniture and Equipment $ 48,754 Leasehold improvements 34,571 -------- Subtotal 83,325 Less accumulated depreciation 23,905 -------- Total $ 59,420 ======== 8 MILLENNIUM BIOTECHNOLOGIES GROUP, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2002 ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consisted of the following at June 30, 2002: Accounts payable $ 221,814 Accrued professional fees 88,000 Accrued royalties 62,907 Accrued payroll and payroll taxes 104,001 Miscellaneous accruals 23,879 --------- Total $ 500,601 ========= DEBT Short-term debt at June 30, 2002, is as follows: Non-interest bearing cash advance by an affiliated entity $ 44,438 Non-interest bearing cash advance by an accredited investor $ 11,240 -------- $ 55,678 ======== INCOME TAX At July 31, 2001, the Company had a net operating loss ("NOL") carry-forward of approximately $11,126,000 for tax purposes expiring in the years 2003 through 2021. The Company has not reflected any benefit of such net operating loss carry-forward in the accompanying financial statements in accordance with Financial Accounting Standards Board Statement No. 109 "Accounting for Income Taxes" (SFAS 109) as the realization of this deferred tax benefit is not more than likely. The Tax Reform Act of 1986 provided for a limitation on the use of NOL carry-forwards, following certain ownership changes. As a result of transactions in the Company's stock during the year ended July 31, 1999 and July 31, 2001, a change in ownership of greater than 50%, as defined, has occurred. Under such circumstances, the potential benefits from utilization of tax carry-forwards may be substantially limited or reduced on an annual basis. 9 MILLENNIUM BIOTECHNOLOGIES GROUP, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2002 COMMITMENTS AND CONTINGENCIES The Company leases certain office space and equipment under operating leases. The Company's administrative facilities are located in approximately 2,200 square feet of leased office space in Bernardsville, New Jersey, as to which Millennium entered into a 5 year lease, starting January 1, 2001. The lease calls for a monthly rent of $5,807 plus allocated expenses. In October 2001, the Company signed a 5-year lease commencing in the fall of 2002 for approximately 4,500 square feet of office space at a monthly rental of $10,000 plus an allocated portion of certain operating expenses. 10 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS CAUTIONARY STATEMENT PURSUANT TO "SAFE HARBOR" PROVISIONS OF SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934 Except for historical information, the Company's reports to the Securities and Exchange Commission on Form 10-KSB and Form 10-QSB and periodic press releases, as well as other public documents and statements, contain "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by the statements. These risks and uncertainties include general economic and business conditions, development and market acceptance of the Company's products, reliance on third parties to produce the products, availability of Medicaid reimbursement for the purchase of Company products and other risks and uncertainties identified in the Company's reports to the Securities and Exchange Commission, periodic press releases, or other public documents or statements. Readers are cautioned not to place undue reliance on forward-looking statements. The Company undertakes no obligation to republish or revise forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrences of unanticipated events. Results of Operations for the three and six months ended June 30, 2002: Comparisons to the first two quarters in 2001 are not very meaningful because during that period, the Company's Millennium subsidiary was still in a very early stage of its formation and had not yet recorded any revenues. However, if measured against the first quarter in 2002, the second quarter saw a further increase in revenues from the sale of the Company's proprietary RESURGEX(TM) nutritional supplement. Revenues during the second quarter increased by 12% ($183,214 as compared to $162,972 in the first three months) over the preceding quarter. Management expects sales to continue to increase with expansion of accessible geographical areas and the maturing of distribution channels. It is management's belief that a successful marketing strategy for RESURGEX(TM) largely dependant on the support of Medicaid and other organizations that provide reimbursement programs. Support in this sense means that Medicaid includes RESURGEX(TM) in its list of products that qualify for reimbursement when prescribed by the medical profession. With reimbursement covered, doctors can prescribe RESURGEX(TM) to their patients and more persons in need can have access to it. The inclusion of RESURGEX(TM) in First Data Bank resulted in approval under the open formula category, in certain states including the important markets of New Jersey, Connecticut and Nevada. RESURGEX(TM) received from the Centers for Medicare and Medicaid Services (CMS) a HCPCS coding, which is one of the requirements for Medicaid reimbursement in many states including New York. The Company launched a sales campaign for RESURGEX(TM) in the State of Nevada on April 11, 2002. The Company's efforts to obtain qualification for Medicaid reimbursement in one of its potentially most important markets, the State of New York, are progressing. Management believes approval in New York would result in significantly broaden its revenue base. Revenues for the three month period ended June 30, 2002, totaled $183,214. All such revenues were generated by the Company's wholly owned subsidiary Millennium Biotechnologies, Inc., primarily from the sales of the Company's proprietary RESURGEX(TM) product. This revenue figure represents initial orders through not yet fully developed distribution channels. Management believes that future quarters will see a marked acceleration in product sales as those channels mature. At this stage in the Company's development, however, revenues are not yet sufficient to cover ongoing operating expenses. 11 Gross profits during the three months ended June 30, 2002 amounted to $85,894. After deducting selling expenses and general and administrative expenses of 852,028 the Company realized an operating loss of $766,134. Non-recurring general and administrative expenses totaled $138,275 consisting of stock compensation related to one time consulting agreements. Non-operating expenses totaled $97,799 primarily due to a write-down and discard of certain raw materials where stocking periods approached the average shelf life of the product. Management at this time does not expect that such write-downs need to be taken in the future, but cannot be certain in this assumption due to the relative unpredictability of sales growth and inventory turn-over ratios. The net result for the quarter and the six months period ended June 30, 2002, were losses of $864,513 or $0.05 per share, and $1,413,202 or $0.09 per share, respectively. The period's net result was significantly affected by the need for expenditures in connection with setting up the required marketing and sales operations and the supporting administrative infrastructure, resulting in relatively high operating expenses. Management does not consider this atypical for a new company engaged in launching a new product. The Company will continue to invest in further expanding its operations and in a comprehensive marketing campaign with the goal of accelerating the education of potential clients and promoting the name and products of the Company. Liquidity and Capital Resources In view of the start-up nature of the Company's business at this stage in its development, its operations were financed entirely by new equity investments through private placements with accredited investors. The Company, during prior periods, had obtained significant amounts of new equity capital that supplied the bulk of the funds that were needed to finance operations, and continued to attract, during the reporting period, such new investments which totaled $574,000. While these funds sufficed to cover the negative cash flow from operations they were not sufficient to build up a liquidity reserve. As a result, the Company's financial position at the end of the quarter was somewhat constraint, with working capital showing a deficit of $140,899. Management is currently in discussions with several private investors for further funding and expects but cannot assure that it will be able to meet the Company's capital needs by means of such investments which involve private placements of its equity securities with accredited investors, until such time as cash flow from sales increases to an extent that will meet cash requirements from operations. 12 PART II - OTHER INFORMATION Item 1 LEGAL PROCEEDINGS - None Item 2 CHANGES IN SECURITIES On April 1, 2002, the Company amended and restated its Certificate of Incorporation to: o Increase the number of authorized shares of the Company's common stock from 20,000,000 to 75,000,000 and reduce the par value of the Company's shares of common stock from $0.06-2/3 per share to $0.001 per share; o Reverse split the outstanding shares of the Company's common stock on a one-for-twelve basis so that every 12 issued and outstanding shares of common stock, before the split, shall represent one share of common stock after the split, with all fractional shares rounded up to the next whole share; and o Converted 268,605.73 shares of Series D preferred stock into common stock at a rate of 641.215 to 1 (pre- reverse split). Issuance of unregistered securities During the quarter ended June 30, 2002, the Company issued the following unregistered securities: (i) 398,669 shares of its common stock to fifteen accredited investors pursuant to Section 4(2) and Regulation D of the Securities Act, which resulted in the receipt by the Company of $574,080 in cash; (ii) 489,107 shares of its common stock to an accredited investor against cancellation of an overdue promissory note for $100,000 and accrued interest thereon of $10,000; (iii) 368,898 shares of its common stock to five creditors against cancellation of an aggregate $147,367 in current liabilities. Item 3 DEFAULTS ON SENIOR SECURITIES - None Item 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITIES' HOLDERS - None Item 5 OTHER INFORMATION - None 13 Item 6 EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits. Exhibits 99.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Exhibits 99.2 Certification Pursuant 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (b) Reports on Form 8-K during the quarter ended June 30, 2002 None. 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. MILLENNIUM BIOTECHNOLOGIES GROUP, INC. Date: August 14, 2002 By: /s/ Frank Guarino ----------------- Frank Guarino Chief Financial Officer EX-99.1 3 e13753ex99_1.txt CERTIFICATION OF CFO Exhibit 99.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Millennium Biotechnologies Group, Inc. (the "Company") on Form 10-QSB for the quarter ended June 30, 2002 filed with the Securities and Exchange Commission (the "Report"), I, Frank Guarino, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the consolidated financial condition of the Company as of the dates presented and the consolidated result of operations of the Company for the periods presented. Dated: August 14, 2002 /s/ Frank Guarino --------------------------- Frank Guarino Chief Financial Officer EX-99.2 4 e13753ex99_2.txt CERTIFICATION OF CEO Exhibit 99.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Millennium Biotechnologies Group, Inc. (the "Company") on Form 10-QSB for the quarter ended June 30, 2002 filed with the Securities and Exchange Commission (the "Report"), I, Jerry E. Swon, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the consolidated financial condition of the Company as of the dates presented and the consolidated result of operations of the Company for the periods presented. Dated: August 14, 2002 /s/ Jerry E. Swon --------------------------- Jerry E. Swon Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----