-----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, HldtA0ctks/6fwBXLxaYQ2WT3PpkvPNlaELRYxV7DQvqq/sn40uT/6BGtjZUWkBj IhX877sJFm0o8bgsZjIA+g== 0001047469-98-014766.txt : 19980415 0001047469-98-014766.hdr.sgml : 19980415 ACCESSION NUMBER: 0001047469-98-014766 CONFORMED SUBMISSION TYPE: 10QSB/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980414 SROS: BSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HARRIER INC CENTRAL INDEX KEY: 0000789847 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC LIGHTING & WIRING EQUIPMENT [3640] IRS NUMBER: 870427731 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10QSB/A SEC ACT: SEC FILE NUMBER: 001-09925 FILM NUMBER: 98592712 BUSINESS ADDRESS: STREET 1: 2200 PACIFIC COAST HWY # 301 CITY: HERMOSA BEACH STATE: CA ZIP: 90254 BUSINESS PHONE: 3103767721 MAIL ADDRESS: STREET 1: 2200 PACIFIC COAST HIGHWAY STREET 2: STE 301 CITY: HERMOSA BEACH STATE: CA ZIP: 90254 10QSB/A 1 FORM 10QSB/A - ------------------------------------------------------------------------------- U.S. SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB/A Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For Quarter Ended: December 31, 1997 Commission File Number: 1-9925 ----------------- ------ HARRIER, INC. ------------- (Exact name of registrant as specified in its charter) DELAWARE 87-0427731 -------- ---------- (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 2200 Pacific Coast Highway, Suite 301, Hermosa Beach, California 90254 - ---------------------------------------------------------------- ----- (Address of Principal Executive Offices) (Zip Code) Not Applicable -------------------------------------------------- Former Name, Former Address and Former Fiscal Year (If Changed Since Last Report) Check whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for 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 --- --- As of February 13, 1998 the Registrant had 15,497,923 shares of its common stock, par value $0.001, issued and outstanding. Transitional Small Business Disclosure Format: Yes X No . --- --- - ------------------------------------------------------------------------------- Page 1 of 11 consecutively numbered pages. PART 1 FINANCIAL INFORMATION - ------------------------------------------------------------------------------- ITEM 1. FINANCIAL STATEMENTS REQUIRED BY FORM 10-QSB - ------------------------------------------------------------------------------- Harrier, Inc. (the "Registrant") files herewith the unaudited condensed consolidated balance sheets of the Registrant and its subsidiaries as of December 31, 1997 and 1996, and the related unaudited condensed consolidated statements of operations for the three and six months ended December 31, 1997 and 1996, and statements of cash flows for the three and six months ended December 31, 1997 and 1996, together with the unaudited condensed notes thereto. In the opinion of management of the Registrant, the financial statements reflect all adjustments, all of which are normal recurring adjustments, necessary to present fairly the financial condition of the Registrant for the interim periods presented. The financial statements included in this report on Form 10-QSB should be read in conjunction with the audited financial statements of the Registrant and the notes thereto included in the annual report of the Registrant on Form 10-KSB/A for the year ended June 30, 1997 on file with the Securities and Exchange Commission is hereby incorporated by reference. 2 HARRIER, INC. CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED) ASSETS
December 31, June 30, 1997 1997 ------------ -------- CURRENT ASSETS: Cash and cash equivalents $ 13,962 $ 58,237 Amount receivable from related party 55,000 160,478 Grant contribution receivable 0 20,000 Other current assets 12,479 24,344 ------------ ------------ Total Current Assets 81,441 263,059 ------------ ------------ PROPERTY AND EQUIPMENT, net 23,197 30,636 ------------ ------------ Intangible assets 29,926 31,787 Investment in New Concept Therapeutics 250,000 0 Total Assets $ 384,564 $ 325,482 ------------ ------------ ------------ ------------ LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable and accrued expenses $ 589,807 $ 609,322 Convertible note payable to related party 595,167 564,500 Note payable to New Concept Therapeutics 200,000 0 Deferred grant revenue 0 20,000 Dividend payable to Glycosyn preferred stockholders 4,450 4,450 Total Current Liabilities 1,389,424 1,198,272 ------------ ------------ Minority Interests 89,000 89,000 STOCKHOLDERS' EQUITY: Common Stock 15,298 13,968 Additional paid-in capital 15,461,910 15,323,740 Accumulated deficit (16,533,357) (16,261,789) Cumulative translation adjustment (37,711) (37,709) ------------ ------------ Total Stockholders' Equity (1,093,860) (961,790) ------------ ------------ Total liabilities and stockholders' equity $ 384,564 $ 325,482 ------------ ------------ ------------ ------------
3 HARRIER, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
For the Three Months Ended For the Six Months Ended December 31, December 31, -------------------------- ------------------------ 1997 1996 1997 1996 ----------- ---------- ----------- ---------- SALES $ 0 $ 5,330 $ 0 $ 12,668 COST OF SALES 0 4,837 0 11,674 ----------- ---------- ----------- ---------- GROSS PROFIT 0 493 0 994 ----------- ---------- ----------- ---------- EXPENSES: General and administrative 85,773 45,626 129,441 84,122 Amortization and depreciation 6,239 3,757 9,299 6,231 Salaries and related expenses 61,291 102,135 101,419 210,299 Research and development 0 0 20,000 5,000 ----------- ---------- ----------- ---------- Total expenses 153,303 151,518 260,159 305,652 ----------- ---------- ----------- ---------- LOSS FROM OPERATIONS (153,303) (151,025) (260,159) (304,658) ----------- ---------- ----------- ---------- OTHER INCOME (EXPENSE): Grant income 0 0 20,000 0 Loss on investment 0 (15,716) 0 (15,716) Interest income/(expense) (15,367) (15,241) (30,611) (27,935) ----------- ---------- ----------- ---------- Total Other Income (Expense) (15,367) (30,957) (10,611) (43,651) ----------- ---------- ----------- ---------- Income (loss) from continuing operations before provision for income taxes (168,670) (181,982) (270,770) (348,309) Provision for income taxes 0 (800) (800) (1,100) ----------- ---------- ----------- ---------- Net income (loss) (168,670) (182,782) (271,570) (349,409) ----------- ---------- ----------- ---------- Net income (loss) per common share $ (0.01) $ (0.02) $ (0.02) $ (0.03) ----------- ---------- ----------- ---------- ----------- ---------- ----------- ----------
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 4 HARRIER, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE SIX MONTHS ENDED DECEMBER 31, ------------------------ 1997 1996 ---- ---- Cash Flows from (used for) Operating Activities: Net Loss $(271,570) $(349,409) --------- --------- Adjustments to reconcile net income to net cash used by operating activities: Depreciation and Amortization 9,299 6,231 Accrued interest 30,666 30,666 Changes in assets and liabilities: Related party receivable 105,478 19,547 Inventory 0 11,751 Other current assets 11,865 3,683 Accounts payable and accrued expenses (19,511) (13,807) --------- --------- Total Adjustments 137,797 58,071 --------- --------- Cash Used by Operating Activities $(133,773) $(291,338) --------- --------- Cash Flows from Investing Activities: Payment for property and equipment 0 (57,404) Increase in investment (250,000) 0 Decrease in investment 0 61,875 --------- --------- Cash used by Investing Activities $(250,000) $ 4,471 --------- --------- Cash Flows from Financing Activities: Note payable to New Concept Therapeutics 200,000 0 Issuance of stock 139,500 0 --------- --------- Net Cash Flows Provided by Financing Activities $ 339,500 $ 0 --------- --------- Effect of Exchange Rate Changes on Cash $ (2) $ 0 --------- --------- Net Increase in Cash and Cash Equivalents (44,275) (286,867) Cash and Cash Equivalents at Beginning of Period 58,237 347,022 --------- --------- Cash and Cash Equivalents at End of Period $ 13,962 $ 60,155 --------- --------- --------- ---------
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements 5 HARRIER, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS UNAUDITED NOTE 1 - CONDENSED FINANCIAL STATEMENTS The accompanying financial statements have been prepared by the Registrant without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at December 31, 1997, and for all periods presented have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. It is suggested that these unaudited condensed consolidated financial statements be read in conjunction with the financial statements and notes thereto included in the Registrant's June 30, 1997 audited financial statements. The results of operations for the three months ended September 30, 1997 are not necessarily indicative of the operating results for the full year. NOTE 2 - CONVERTIBLE NOTE PAYABLE TO RELATED PARTY On June 9, 1996, the Company entered into a $500,000 loan agreement with an entity affiliated with the President and the Chairman of the Board. The loan bears interest of 12% and is due on June 4, 1998. At the Company's option, the loan's principal and interest can be repaid using the Company's stock (or its subsidiary's stock, if publicly traded), valued at 75% of the average price 90 days preceding the repayment date. In consideration for entering into the agreement, Glycosyn Pharmaceuticals, Inc. issued 52,100 shares valued to represent 1% in loan fees. NOTE 3 - SECURITIES PURCHASE AGREEMENT AND PLAN OF REORGANIZATION On October 30, 1997, the Company entered into a Securities Purchase Agreement and Plan of Reorganization ("Reorganization Agreement") with COPE AG ("COPE"), a Swiss sock corporation engaged in the business of providing high volume information management consulting services and solutions to Swiss, German and Austrian industries. Pursuant to the Reorganization Agreement, the shareholders of COPE will become the controlling stockholders of the Company and COPE will become a wholly-owned subsidiary of the Company. (See ITEM 2) NOTE 4 - ISSUANCE OF COMMON STOCK During the six months ended December 31, 1997 the Company issued approximately 130,000 shares of Harrier, Inc. common stock as payment in lieu of cash in the settlement of a lawsuit. In addition, the Company issued 1,200,000 shares of Harrier, Inc. common stock at $0.10 per shares and 900,000 common stock warrants. The shares were sold pursuant to Regulation S under the Securities Act of 1933 to seven European investors. There was no underwriter involved in the transaction. The proceeds from the sale of the shares will be used for working capital and administrative and professional fees associated with a prospective merger. 6 NOTE 5 - SUBSEQUENT EVENTS Subsequent to December 31, 1997 the Company issued 400,000 shares of Harrier, Inc common stock at $0.10 per share. The shares were sold pursuant to Regulation S under the Securities Act of 1933. There was no underwriter involved in the transaction. The proceeds from the sale of the shares will be used for working capital and administrative and professional fees associated with a prospective merger. 7 - ------------------------------------------------------------------------------- ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - ------------------------------------------------------------------------------- GENERAL: Harrier, Inc., a Delaware corporation ("Harrier" or "the Company"), has historically been engaged in the discovery, development and sale of selected products and technologies in the health, fitness and medical markets. Since 1996, the Company's strategic force has been to find a merger candidate. The Company has considered a merger to be a priority due to the absence of significant sales of the Company's Bioptron lamps and the Company's continuing inability to obtain the additional capital necessary to fund its pharmaceutical research and development operations. Unless the context otherwise requires, the term "Company" refers to Harrier, Inc., a Delaware corporation, and its majority subsidiary, Glycosyn Pharmaceuticals, Inc., a Delaware corporation, and it equity interest in DermaRay International, LLC, a California limited liability company. On October 30, 1997, the Company entered into a Securities Purchase Agreement and Plan of Reorganization ("Reorganization Agreement") with COPE AG ("COPE"), a Swiss stock corporation engaged in the business of providing high volume information management consulting, services and solutions to Swiss, German and Austrian industries. Pursuant to the Reorganization Agreement, the shareholders of COPE will become the controlling stockholders of the Company and COPE will become a wholly-owned subsidiary of the Company (referred to herein as the "COPE Reorganization"). In connection with the COPE Reorganization, the Company has terminated its Bioptron Lamp operations and intends to conduct the following series of transactions (refereed to herein as the "Glycosyn Recapitalization"): - Concurrent with the close of the COPE Reorganization, Harrier will transfer all of its assets and liabilities to Glycosyn. In connection therewith, the principal creditors of Harrier, except NCIF which is presently owed $595,000 by Harrier, will agree to release Harrier of any further liability for their claims. - Concurrent with the close of the COPE Reorganization, Harrier will sell to NCIF 2,850,000 shares of its 5,000,000 Glycosyn Common Stock in consideration of NCIF's agreement to cancel the $595,000 of indebtedness owed by Harrier. This report contains forward-looking statements that are based on the Company's beliefs as well as assumptions made by and information currently available to the Company. When used in this registration statement, the words "believe," "expect," "anticipate," "estimate" and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks, uncertainties and assumptions, including, without limitation, the Company's continuing losses and working capital deficit. The Company's lack of adequate working capital, the miscellaneous risks associated with the proposed COPE reorganization, including the risk that the transaction will not be consummated; and general economic conditions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially form those anticipated, estimated, or projected. The Company cautions potential investors not to place undue reliance on any such forward-looking statements all of which speak only as to the date made. 8 RESULTS OF OPERATIONS All corporate overhead is focused on restructuring the Company and facilitating a merger transaction. The operating expenses incurred during the quarter and six months ended December 31, 1997 totaled $153,303 and 260,159 respectively, and relate primarily to the proposed COPE Reorganization. (See ITEM 2). LIQUIDITY AND CAPITAL RESOURCES For the purpose of preserving the Company as a going concern, the Company has entered into the COPE Reorganization Agreement. In connection with the proposed COPE Reorganization, Harrier will transfer all of its assets and liabilities to Glycosyn. In connection therewith, the principal creditors of Harrier, except New Capital Investment Fund ("NCIF") which is presently owed $595,000 by Harrier, will agree to release Harrier of any further liability for their claims. At the same time, Harrier will sell to NCIF 2,850,000 shares of its Glycosyn Common Stock in consideration of NCIF's agreement to cancel the $595,000 of indebtedness owed by Harrier. In the event the Company fails to consummate the COPE Reorganization and the Glycosyn recapitalization, the Company will require substantial additional capital in order to continue its present level of operations, of which there can be no assurance. The report of the Company's independent accountants for the Company's 1997 fiscal year includes an explanatory paragraph with respect to substantial doubt existing about the Company's ability to continue as a going concern in the absence of additional capital. 9 PART II OTHER INFORMATION - ------------------------------------------------------------------------------- ITEM 1. LEGAL PROCEEDINGS - ------------------------------------------------------------------------------- NONE - ------------------------------------------------------------------------------- ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - ------------------------------------------------------------------------------- (A) NONE (B) REPORTS ON FORM 8-K: 10 SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. HARRIER, INC. Dated: April 13, 1998 By /s/ Kevin DeVito ---------------------------------- Kevin DeVito - President /s/ Candace M. Beaver ---------------------------------- Candace M. Beaver Chief Financial Officer/Secretary 11 EX-27 2 EXHIBIT 27
5 3-MOS JUN-30-1998 SEP-01-1997 DEC-31-1997 13,962 0 55,000 0 0 81,441 118,481 95,283 384,564 1,389,424 0 0 0 15,298 (1,109,158) 384,564 0 0 0 0 153,303 0 15,367 (168,670) 0 (168,670) 0 0 0 (168,670) (.017) 0
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