UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2003
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the transition period from to
Commission File Number: 000-49620
BIOGENTECH CORP.
----------------
(Exact name of small business issuer as specified in its charter)
Nevada 91-1868007
------ ----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2445 McCabe Way, Suite 150, Irvine, California 92614
(Address of principal executive offices)
(949) 757-0001
(Issuer's Telephone Number)
APPLICABLE ONLY TO CORPORATE ISSUERS
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 twelve 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 [ ] No [X]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practical date: As of November 21, 2003 there were
23,864,708* shares of the issuer's $0.001 par value common stock issued and
20,864,708 outstanding.
Also as of November 21, 2003 there were 1,000 shares of the issuer's $0.001 par
value preferred stock issued and outstanding.
*Represents stock issued and outstanding in Biogentech Corp., the reporting
issuer. The attached financial statements reflect a total of 23,864,708 shares
issued and outstanding as of September 30, 2003. That will be the number of
shares issued and outstanding when the Biogentech Corp. stock is issued to the
Biogentec Incorporated shareholders in exchange for their Biogentec Incorporated
stock. Included therein are 3,000,000 shares of Biogentech's common stock that
have been issued as a collateral for a transaction that did not occur, and these
shares are expected to be cancelled and are not shown as outstanding. Not
included therein are 4,500,000 shares of Biogentech Corp's common stock that
will be cancelled as part of the reverse acquisition. An internal review of
Biogentec Incorporated's shareholder register and related supporting documents
was undertaken concurrently with the merger, prior to passing such records to
the transfer agent for the issuance of the exchanged shares. The review project
is complete and the stock register has been forwarded to the transfer agent for
processing.
1
ITEM 1. FINANCIAL STATEMENTS
-----------------------------
BIOGENTECH CORP. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEET (UNAUDITED)
ASSETS
September 30,
2003
--------------------
CURRENT ASSETS:
Cash and cash equivalents $ 73,124
Prepaid expenses and other current assets 1,693
Inventory 5,903
--------------------
Total current assets 80,720
DEBT ISSUE COSTS, net 81,181
ACQUISITION DEPOSIT 1,970,000
PROPERTY AND EQUIPMENT, net 70,977
WEBSITE DEVELOPMENT COSTS, net 10,850
PATENTS, net 3,850,000
DEPOSIT 40,000
--------------------
$ 6,103,728
====================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 510,436
Due to related parties 1,045,698
Warrant liability 303,276
Convertible preferred stock 885,000
Demand note payable 500,000
--------------------
Total current liabilities 3,244,410
CONVERTIBLE NOTE PAYABLE, net of discount of $502,153 97,847
--------------------
Total Liabilities 3,342,257
--------------------
COMMITMENTS AND CONTINGENCIES -
STOCKHOLDERS' EQUITY:
Common stock, $0.001 par value; 50,000,000 shares authorized;
23,864,708 shares issued and 20,864,708 outstanding 20,865
Additional paid-in capital 8,054,934
Deferred compensation (28,000)
Deficit accumulated during the development stage (5,286,328)
--------------------
Total stockholders' equity 2,761,471
--------------------
$ 6,103,728
====================
The accompanying notes are an integral part of these
consolidated financial statements.
3
BIOGENTECH CORP. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
Three months ended September 30,
------------------------------------------
2003 2002
------------------- -------------------
Net sales $ 1,476 $ 1,241
Cost of sales 39 7,133
------------------- -------------------
Gross loss 1,437 (5,892)
------------------- -------------------
Operating expenses:
Depreciation and amortization 5,249 5,177
General and administrative expenses 384,908 235,903
------------------- -------------------
Total operating expenses 390,157 241,080
------------------- -------------------
Loss from operations (388,720) (246,972)
Interest expense (48,569) (31,030)
------------------- -------------------
Loss before provision for income taxes (437,289) (278,002)
Provision for income taxes - -
------------------- -------------------
Net loss (437,289) (278,002)
Preferred dividend (885,000) -
------------------- -------------------
Net loss attributable to common shareholders $ (1,322,289) $ (278,002)
=================== ===================
Loss per common share -
basic and diluted $ (0.06) $ (0.02)
=================== ===================
Number of weighted average shares -
basic and diluted 20,842,273 17,043,023
=================== ===================
The accompanying notes are an integral part of these
consolidated financial statements.
4
BIOGENTECH CORP. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) (CONTINUED)
Cumulative from
Six months ended September 30, November 21, 2000
--------------------------------------- (inception) to
2003 2002 September 30, 2003
------------------ ----------------- -------------------
Net sales $ 3,163 $ 1,358 $ 3,610
Cost of sales 478 13,580 16,918
------------------ ----------------- -------------------
Gross loss 2,685 (12,222) (13,308)
------------------ ----------------- -------------------
Operating expenses:
Depreciation and amortization 10,498 10,294 54,694
General and administrative expenses 1,027,084 978,070 3,998,735
------------------ ----------------- -------------------
Total operating expenses 1,037,582 988,364 4,043,429
------------------ ----------------- -------------------
Loss from operations (1,034,897) (1,000,586) (4,066,737)
Interest expense (55,518) (62,060) (334,591)
------------------ ----------------- -------------------
Loss before provision for income taxes (1,090,415) (1,062,646) (4,401,328)
Provision for income taxes - - -
------------------ ----------------- -------------------
Net loss (1,090,415) (1,062,646) (4,401,328)
Preferred dividend (885,000) - (885,000)
------------------ ----------------- -------------------
Net loss attributable to common
shareholders $ (1,975,415) $ (1,062,646) $ (3,516,328)
================== ================= ===================
Loss per common share -
basic and diluted $ (0.10) $ (0.06) $ (0.20)
================== ================= ===================
Number of weighted average shares -
basic and diluted 20,327,134 17,024,599 17,664,159
================== ================= ===================
The accompanying notes are an integral part of these
consolidated financial statements.
5
BIOGENTECH CORP. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
Deficit
Additional Accumulated Total
Common stock paid-in during the stockholders
---------------------- capital Deferred development equity
Shares Amount Common compensation stage (deficit)
------------ --------- ---------- ------------ ------------ --------------
Balance at inception (November 21, 2000) - $ - $ - $ - - $ -
Issuance of founder's shares in exchange
for property and equipment 16,300,000 16,300 - - - 16,300
Issuance of common stock for cash -
November 2000 @ $1.00 30,000 30 29,970 - - 30,000
Issuance of common stock for cash -
December 2000 @ $1.00 15,000 15 14,985 - - 15,000
Issuance of common stock for cash -
February 2001 @ $1.00 12,000 12 11,988 - - 12,000
Issuance of common stock for cash -
March 2001 @ $1.00 125,000 125 124,875 - - 125,000
Issuance of common stock for services -
March 2001 @ $1.00 10,000 10 9,990 - - 10,000
Contributed capital - - 62,681 - - 62,681
Net loss for the period from inception
(November 21, 2000) to March 31, 2001 - - - - (194,864) (194,864)
------------ --------- ---------- ------------ ------------ --------------
Balance at March 31, 2001 16,492,000 16,492 254,489 - (194,864) 76,117
Issuance of common stock for cash -
April 2001 @ $1.00 10,000 10 9,990 - - 10,000
Issuance of common stock for telephone
equipment - April 2001 @ $1.00 6,750 7 6,743 - - 6,750
Issuance of common stock for cash -
May 2001 @ $1.00 11,000 11 10,989 - - 11,000
Issuance of common stock for website
development - May 2001 @ $1.00 17,000 17 16,983 - - 17,000
Issuance of common stock for legal
services - May 2001 @ $1.00 1,000 1 999 - - 1,000
Issuance of common stock for cash -
June 2001 @ $1.00 23,500 24 23,476 - - 23,500
Issuance of common stock for cash -
July 2001 @ $1.00 20,000 20 19,980 - - 20,000
Issuance of common stock for cash -
August 2001 @ $1.00 25,000 25 24,975 - - 25,000
Issuance of common stock for services,
related party - September 2001 @ $1.00 65,858 66 65,792 - - 65,858
6
BIOGENTECH CORP. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) (CONTINUED)
Issuance of common stock for cash -
September 2001 @ $1.00 15,000 15 14,985 - - 15,000
Issuance of common stock for services -
September 2001 @ $1.00 11,000 11 10,989 - - 11,000
Issuance of stock options for services -
September 2001 - - 32,000 - - 32,000
Issuance of common stock for cash -
October 2001 @ $1.00 5,000 5 4,995 - - 5,000
Issuance of common stock for cash -
December 2001 @ $1.00 30,000 30 29,970 - - 30,000
Issuance of common stock for services -
December 31, 2001 @ $1.00 33,000 33 32,967 - - 33,000
Issuance of common stock for services,
related party - December 2001 @ $1.00 117,500 118 117,382 - - 117,500
Issuance of common stock for prepaid
advertising - December 2001 @ $1.00 15,600 15 15,585 - - 15,600
Issuance of common stock for property
and equipment - January 2002 @ $3.00 1,000 1 2,999 - - 3,000
Issuance of common stock for services,
related party - January 2002 @ $1.00 33,000 33 32,967 - - 33,000
Issuance of common stock for cash -
February 2002 @ $2.00 20,000 20 39,980 - - 40,000
Issuance of common stock for cash -
March 2002 @ $2.00 12,500 12 24,988 - - 25,000
Contributed capital - - 211,269 - - 211,269
Deferred compensation - - - (60,108) - (60,108)
Net loss - - - - (1,028,397) (1,028,397)
------------ --------- - ---------- ------------ ------------ --------------
Balance at March 31, 2002 16,965,708 16,966 1,005,492 (60,108) (1,223,261) (260,911)
Issuance of common stock for services -
April 2002 @ $2.00 3,000 3 5,997 - - 6,000
Issuance of common stock for cash -
April 2002 @ $1.00 10,000 10 9,990 - - 10,000
Issuance of common stock for cash -
April 2002 @ $2.00 17,500 17 34,983 - - 35,000
Issuance of common stock for cash -
May 2002 @ $1.00 10,000 10 9,990 - - 10,000
Issuance of common stock for cash -
May 2002 @ $2.00 16,000 16 31,984 - - 32,000
Issuance of stock options for services -
May 2002 - - 350,000 - - 350,000
Contributed capital - bonus expense - - 50,000 - - 50,000
Issuance of common stock for cash -
June 2002 @ $1.00 5,000 5 4,995 - - 5,000
Issuance of common stock for cash -
June 2002 @ $2.00 5,000 5 9,995 - - 10,000
Issuance of common stock for cash -
July 2002 @ $1.00 5,000 5 4,995 - - 5,000
Issuance of common stock for cash -
August 2002 @ $2.00 10,000 10 19,990 - - 20,000
Issuance of common stock for cash -
September 2002 @ $2.00 10,000 10 19,990 - - 20,000
Issuance of stock options below fair
market value - November 2002 - - 250,000 (250,000) - -
Issuance of common stock for conversion
of note - December 2002 @ 2.00 50,000 50 99,950 - - 100,000
Issuance of common stock for cash -
December 2002 @ $2.00 20,000 20 39,980 - - 40,000
Issuance of common stock for services -
December 2002 @ $2.00 15,000 15 29,985 - - 30,000
Issuance of common stock for patents -
December 2002 @ $2.00 2,000,000 2,000 3,998,000 - - 4,000,000
Contributed capital - - 292,718 - - 292,718
Issuance of common stock for exercise
of options - December 2002 574,000 574 574,028 - - 574,602
Deferred compensation - - - 60,108 - 60,108
Contributed capital - - 5,000 - - 5,000
7
BIOGENTECH CORP. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) (CONTINUED)
Issuance of options for services -
January 2003 - - 25,000 - - 25,000
Issuance of common stock for cash
February 2003 @ $2.00 11,500 12 22,988 - - 23,000
Issuance of common stock for cash
March 2003 @ $2.00 5,000 5 9,995 - - 10,000
Deferred compensation - - - 54,000 - 54,000
Net loss - - - - (2,087,652) (2,087,652)
------------ --------- ---------- ------------ ------------ --------------
Balance at March 31, 2003 19,732,708 19,733 6,906,045 (196,000) (3,310,913) 3,418,865
Issuance of common stock for cash
April 2003 @ $2.00 (unaudited) 70,000 70 139,930 - - 140,000
Issuance of common stock for cash
May 2003 @ $2.00 (unaudited) 30,000 30 59,970 - - 60,000
Acquisition of Biogentec Inc. by
Togs for Tykes (unaudited) 1,032,000 1,032 (101,032) - - (100,000)
Deferred compensation - - - 168,000 - 168,000
Fair value allocation of warrant liability
(unaudited) - - (181,849) - - (181,849
Value of beneficial conversion feature
of convertible debenture issued in
September 2003 (unaudited) - - 346,870 - - 346,870
Amortization on discount of
Preferred Stock treated as dividend
(unaudited) - - 885,000 - (885,000) -
Net loss (unaudited) - - - - (1,090,415) (1,090,415)
============ ========= ========== ============= ============ ==============
Balance at September 30, 2003 (unaudited) 20,864,708 $ 20,865 $ 8,054,934 $ (28,000) $ (5,286,328) $ 2,761,471
============ ========= ========== ============= ============ ==============
The accompanying notes are an integral part of these
consolidated financial statements.
8
BIOGENTECH CORP. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Six months Six months Cumulative from
ended ended November 21, 2000
September 30, September 30, (inception) to
2003 2002 September 30, 2003
----------------- ----------------- ----------------------
Cash flows from operating activities:
Net loss $ (1,090,415) $ (1,062,646) $ (4,401,328)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization 10,498 10,294 54,694
Common stock issued for services - 6,000 307,358
Change in value of warrant liability (48,203) - (48,203)
Amortization of debt issue costs 2,319 - 2,319
Exercise of stock options for services - - 26,960
Amortization of discount on notes 14,347 62,060 287,975
Issuance of stock options for services - 350,000 407,000
Capital contribution - bonus (related party) - 50,000 50,000
Amortization of prepaid advertising - - 15,600
Amortization of Deferred compensation 168,000 60,108 222,000
Beneficial conversion feature expense - 50,000 -
Impairment expense - - 55,832
Changes in assets and liabilities: - - -
- -
- - -
Decrease(increase) prepaid express and other assets 1,793 23,424 (1,693)
Increase in accounts payable and - - -
accrued expenses 233,362 65,149 590,436
(Increase) decrease in inventory 97 - 347
Increase in amount due to related parties 164,936 108,750 810,713
----------------- ----------------- -------------------
Net cash (used for) operating activities (543,266) (276,861) (1,569,990)
----------------- ----------------- -------------------
Cash flows used for investing activities:
Purchase of property and equipment $ (19,550) (3,500) $ (79,620)
Increase in patent costs - (1,370) (24,711)
Merger fees and costs - - (100,000)
Increase in deposits (1,970,000) - (2,010,000)
Increase in capitalized website (450) - (14,430)
----------------- ----------------- -------------------
Net cash used for investing activities (1,990,000) (4,870) (2,228,761)
----------------- ----------------- -------------------
Cash flows provided by (used for)
financing activities:
Payment on contract - (9,500) (161,000)
Proceeds from advances - related party 525,400 - 831,007
Proceeds from issuance of notes payable 1,016,500 107,259 1,016,500
Capital contributed by related party - 50,000 -
Proceeds from sale of common stock 200,000 147,000 806,500
Proceeds from sale of preferred stock 885,000 - 885,000
Contributed capital - 38,513 571,668
Payments on advances - related party (22,800) (11,000) (77,800)
----------------- ----------------- -------------------
Net cash provided by financing activities 2,604,100 322,272 3,871,875
----------------- ----------------- -------------------
Net increase (decrease) in cash and
and cash equivalents 70,834 40,541 73,124
Cash and cash equivalents,
beginning of period 2,290 7,097 -
----------------- ----------------- -------------------
Cash and cash equivalents, end of period $ 73,124 $ 47,638 $ 73,124
================= ================= ===================
Cash paid during the period for:
Interest expense $ - $ - $ -
================= ================= ===================
Income taxes $ - $ - $ -
================= ================= ===================
The accompanying notes are an integral part of these
consolidated financial statements.
9
BIOGENTECH CORP. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (CONTINUED)
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Six months ended September 30, 2002:
During the six months ended September 30, 2002, the Company issued 6,000 shares
of its common stock valued at $6,000 for consulting services provided, which
represented the fair market value on the date of issuance.
During the year ended March 31, 2002, the Company issued 216,358 shares of its
common stock valued at $1.00 per share or $216,358 as consideration for past and
future consulting services provided by a related party. The Company recognized
$60,108 of deferred compensation expense relating to these services during the
six months ended September 30, 2002.
For the six months ended September 30, 2003:
In September 2003, the Company sold a convertible debenture with detachable
warrants. The Company calculated the value of the warrants and the convertible
feature of the debenture utilizing the Black-Scholes model. The $169,630 value
of the warrants is included in the warrant liability due to registration rights
in accordance with EITF 00-19, the value of the discount. The $346,870 value of
the beneficial conversion debenture was charged to additional paid-in capital.
The Company incurred $83,500 of costs directly associated with the issuance of
the convertible note. The debt issues costs are capitalized and will be
amortized over the life of the note.
In September 2003, the Company sold preferred stock with detachable warrants.
The Company calculated the value of the warrants and the convertible feature of
the preferred stock utilizing the Black-Scholes model. The $181,849 value of the
warrants is included in warrant liability.
The Company recognized a non-cash dividend on preferred stock of $885,000, which
is the aggregate value of the beneficial conversion feature and the warrant.
10
BIOGENTECH CORP. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (CONTINUED)
NON-CASH INVESTING AND FINANCING ACTIVITIES (continued)
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Basis of presentation
The unaudited consolidated financial statements have been prepared by BioGentech
Corp. (the "Company"), pursuant to Regulation S-B of the Securities and Exchange
Commission. (See Reverse Acquisition section below.) The information furnished
herein reflects all adjustments (consisting of normal recurring accruals and
adjustments) that are, in the opinion of management, necessary to fairly present
the operating results for the respective periods. Certain information and
footnote disclosures normally presented in annual consolidated financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America have been omitted pursuant to such rules and
regulations. These unaudited consolidated financial statements should be read in
conjunction with the audited financial statements and footnotes for the fiscal
years ended March 31, 2003 and 2002 included on Form 8K/A as filed with the
Securities and Exchange Commission on July 18, 2003.
The unaudited results of operations for the interim periods are not necessarily
indicative of the results to be expected for the full year.
Reverse acquisition
BioGentec Incorporated ("BG"), a private Nevada corporation, was incorporated on
November 21, 2000 according to the laws of Nevada, under the name St Petka, Inc.
On May 4, 2001, BG formally changed its name to BioGentec Incorporated. On July
2, 2003, BG was merged into Togs for Tykes Acquisition Corp.("TTAC"), a wholly
owned subsidiary formed for the purpose of acquiring BG. TTAC is the wholly
owned subsidiary of the registrant, BioGentech Corp. ("BGTH") (formerly Togs for
Tykes, Inc.). As allowed under SFAS 141, the Company designated a date of
convenience of the closing for accounting purposes as June 30, 2003. Under the
terms of the merger agreement, all of BG's outstanding common stock (19,732,705
shares of $0.0001 par value stock) will be exchanged for 19,732,705 shares newly
issued shares of $0.001 par value stock of BioGentech Corp. common stock. At the
date of the transaction, BGTH had 5,532,000 shares of common stock outstanding
of which 4,500,000 will be cancelled as part of the transaction leaving
23,864,708 shares outstanding. As of the date of this filing, the share exchange
is in progress, and not all of BG's shares have been exchanged for BGTH's common
stock and the 4,500,000 shares have not been cancelled. An internal review of
BG's shareholder register and related supporting documents was undertaken
concurrently with the merger and prior to passing such records to the transfer
agent for the issuance of the exchanged shares. The review project is complete
and the stock register will be forwarded to the transfer agent for processing.
This transaction was consummated with the filing of the Articles of Merger with
the State of Nevada on July 2, 2003. BG shareholders then effectively controlled
approximately 95% of the issued and outstanding common stock of BGTH. Since the
shareholders of BG obtained control of BGTH, according to FASB Statement No. 141
- "BUSINESS COMBINATIONS," this acquisition has been treated as a
recapitalization for accounting purposes, in a manner similar to reverse
acquisition accounting. In accounting for this transaction:
i) BG is deemed to be the purchaser and surviving company for accounting
purposes. Accordingly, its net assets are included in the balance sheet at their
historical book values and the results of operations of BG have been presented
for the comparative prior period; and
11
BIOGENTECH CORP. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):
ii) Control of the net assets and business of BGTH was acquired for accounting
purposes effective June 30, 2003. This transaction has been accounted for as a
purchase of the assets and liabilities of BGTH by BG during the three months
ended June 30 2003. The historical cost of the net assets acquired was $0 and
$100,000 cash was paid for costs and fees associated with the merger.
Going concern
The accompanying consolidated financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. Through September 30, 2003, the
Company is still in the development stage and has not been able to generate
sufficient revenue from its operations to cover its costs and operating
expenses. The Company has been able to raise a limited amount of funds via the
sale of its common and convertible preferred stock, and through the issuance of
its notes payable and convertible debenture, in order to fund its operations;
however, it is not known whether the Company will be able to continue this
practice, be able to obtain other types of financing, or if its revenue will
increase significantly to be able to meet its cash operating expenses. This, in
turn, raises substantial doubt about the Company's ability to continue as a
going concern. Management anticipates revenue to grow as a result of its
relationship with InnoFood, Inc. The Company is in the process of formalizing
its relationship with InnoFood, Inc. Management believes that the private equity
financing, public equity financing and new product offerings will enable the
Company to generate positive operating cash flows and continue its operations.
However, no assurances can be given as to the success of these plans. The
consolidated financial statements do not include any adjustments that might
result from the outcome of these uncertainties.
During April 2003, a definitive agreement was signed between BioGentec
Incorporated and BGTH to merge BioGentec into BGTH's wholly owned subsidiary,
Togs for Tykes Acquisition Corp. The merger was consummated with the filing of
the merger agreement with the State of Nevada in July 2003. As a result of the
merger, the Company intends to gain access to public equity markets and
additional financing.
In July 2003, the Company signed a definitive agreement to acquire InnoFood,
Inc. (see Note 3) On October 17, 2003, the Company and InnoFood, Inc. entered
into a Letter of Understanding wherein they agreed to modify and amend the
original definitive agreement. Since that time, there have been further
negotiations between the Company and InnoFood and as of the date of this filing,
the transaction has not closed. (See subsequent events and management,
discussion and analysis section.)
Stock Options
The Company did not grant any new options and no options were cancelled or
exercised during the six months ended September 30, 2003. As of September 30,
2003, 1,150,000 options were outstanding, all of which are fully vested.
Accordingly, no additional disclosure is required under SFAS 148.
Earnings (loss) per share
The Company has adopted Statement of Financial Accounting Standards No. 128
("SFAS 128"), "Earnings Per Share." Under SFAS 128, basic earnings per share is
computed by dividing income available to common stockholders (net income less
preferred dividends) by the weighted-average number of common shares assumed to
be outstanding during the period of computation. Diluted earnings per share is
computed similar to basic earnings per share except that the denominator is
increased to include the number of additional common shares that would have been
outstanding if the potential common shares had been issued and if the additional
common shares were dilutive. Because the Company has incurred net losses, basic
and diluted loss per share are the same. Additional potential common shares
would be anti-dilutive. As of September 30, 2003 the Company has approximately
2,060,834 common stock equivalents.
12
BIOGENTECH CORP. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):
Recent Accounting Pronouncements:
During April 2003, the FASB issued SFAS 149 - "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities," effective for contracts entered
into or modified after June 30, 2003, except as stated below and for hedging
relationships designated after June 30, 2003. In addition, except as stated
below, all provisions of this Statement should be applied prospectively. The
provisions of this Statement that relate to Statement 133 Implementation Issues
that have been effective for fiscal quarters that began prior to June 15, 2003,
should continue to be applied in accordance with their respective effective
dates. In addition, paragraphs 7(a) and 23(a), which relate to forward purchases
or sales of when-issued securities or other securities that do not yet exist,
should be applied to both existing contracts and new contracts entered into
after June 30, 2003. The adoption of this statement did not have a material
affect on the financial position, results of operations or cash flows of
the Company.
During May 2003, the FASB issued SFAS 150 - "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity," effective for
financial instruments entered into or modified after May 31, 2003, and otherwise
is effective at the beginning of the first interim period beginning after June
15, 2003. This Statement establishes standards for how an issuer classifies and
measures certain financial instruments with characteristics of both liabilities
and equity. It requires that an issuer classify a freestanding financial
instrument that is within its scope as a liability (or an asset in some
circumstances). Many of those instruments were previously classified as equity.
Some of the provisions of this Statement are consistent with the current
definition of liabilities in FASB Concepts Statement No. 6, Elements of
Financial Statements. The adoption of this statement did not have a material
affect on the financial position, results of operations or cash flows of
the Company.
In November 2002, the FASB issued FASB Interpretation No. 45, "Guarantor's
accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others" (FIN 45). FIN 45 requires that upon
issuance of a guarantee, a guarantor must recognize a liability for the fair
value of an obligation assumed under a guarantee. FIN 45 also requires
additional disclosures by a guarantor in its interim and annual financial
statements about the obligations associated with guarantees issued. The
recognition provisions of FIN 45 are effective for any guarantees issued or
modified after December 31, 2002. The disclosure requirements are effective for
financial statements of interim or annual periods ending after December 15,
2002. The adoption of FIN45 did not have a material effect on the Company's
financial position, results of operations, or cash flows.
During October 2003, the FASB issued Staff Position No. FIN 46 deferring the
effective date for applying the provisions of FIN 46 until the end of the first
interim or annual period ending after December 31, 2003 if the variable interest
was created prior to February 1, 2003 and the public entity has not issued
financial statements reporting that variable interest entity in accordance with
FIN 46. The FASB also indicated it would be issuing a modification to FIN 46
prior to the end of 2003. Accordingly, the Company has deferred the adoption of
FIN 46 with respect to VIEs created prior to February 1, 2003. Management is
currently assessing the impact, if any, FIN 46 may have on the Company; however,
management does not believe there will be any material impact on its
consolidated financial statements, results of operations or liquidity resulting
from the adoption of this interpretation.
2. RELATED PARTY TRANSACTIONS:
Consulting Contract
BioGentec has a consulting contract with R&R Holdings, Inc ("R&R") whereby
R&R would provide managerial consulting services to the Company at the rate of
$125,000 per year. As stated in the agreement, the rate increased to $135,000
per year upon BioGentec's public shell merger with BGTH. R&R is also a
shareholder of BioGentec. For the six months ended September 30, 2003, the
Company expensed $65,000 under this contract and as of September 30, 2003 has a
payable to R&R under the contact totaling $132,342.
Advances
During the period from April 1, 2003 to September 30, 2003, R&R advanced
BioGentec additional cash totaling $355,400. As of September 30, 2003, R&R has
advanced a total of $539,957. These transactions have been recorded as a demand
note payable. The Company has imputed interest on the note at a rate of 10% per
annum. Interest expense totaled $23,802 during the six months ended September
30, 2003 and is included in Due to Related Parties.
13
BIOGENTECH CORP. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
2. RELATED PARTY TRANSACTIONS (Continued):
In September 2003, R&R advanced the Company an additional amount of $170,000 at
the rate of 10% per annum. These funds were specifically to provide the Company
with additional financing with regard to the InnoFood transaction. (See Note 3)
Interest expense in the amount of $5,147 was accrued for the six months ended
September 30, 2003 relating to this advance.
Employment Contracts
The President (previously the Executive Vice President) entered into an
employment agreement dated November 22, 2000, amended on December 31, 2001,
which pays an annual salary of up to $125,000 and certain bonuses. For the six
months ended September 30, 2003, the Company expensed $62,500 of salary for the
President and as of September 30, 2003 has a payable to the President totaling
$92,000.
BioGentec has entered into an employment agreement with the Chief Operating
Officer ("COO") that pays an annual salary of $120,000 per year. The agreement
provides that the COO's base salary shall increase by increments of $50,000 per
year upon the achievements of certain milestones, including the Company's
obtaining financing and achieving certain levels of revenues. In addition, the
agreement provides that the COO shall be eligible to receive bonuses tied to the
Company's revenues. As of September 30, 2003, the Company owed the COO
approximately $80,000 pursuant to this agreement. This amount is included in due
to related parties in the accompanying consolidated financial statements.
3. ACQUISITION DEPOSIT:
InnoFood, Inc. Agreement
On July 31, 2003, the Company entered into a definitive agreement (the "InnoFood
Agreement") to acquire InnoFood, Inc. ("InnoFood"), owner of certain rights to a
proprietary food processing technology developed by Modofood S.P.A. of Brescia,
Italy. The agreement provided BioGentech exclusive distribution rights (through
the acquisition of InnoFood) of Modofood's proprietary food sterilization and
preservation technology for North America, Central America, South America and
Japan, as well as the exclusive rights to negotiate on behalf of Modofood for
Southeast Asia, including Taiwan, China and Indonesia.
Under the terms of the agreement, InnoFood shareholders would receive one
BioGentech common share and one BioGentech warrant for every twelve (12) shares
of InnoFood common stock. InnoFood shareholders were also to receive one
InnoFood preferred share for every 1,200 InnoFood common shares. The agreement
calls for BioGentech to infuse $5 million of working capital prior to December
31, 2003. As of September 30, 2003, and as of the date of this filing this
transaction has not yet closed.
During the three months ended September 30, 2003, the Company has advanced
InnoFood the sum of $1,970,000. (See Note 8 for subsequent events).
4. WARRANT LIABILITY:
Pursuant to EITF 00-19, "Accounting for Derivative Financial Instruments Indexed
to, and Potentially Settled in, a Company's Own Stock", the Company has recorded
the relative fair value of warrants issued with registration rights on the
Convertible Debenture (See Note 7) and the Convertible Preferred Stock (See Note
8) in the amount of $351,479 as a short-term liability until the Company has
obtained an effective registration statement for these shares.
Additionally, the Company is required to report a value of the warrant as a fair
market value and record the fluctuation to the fair value of the warrant
liability to current operations. The change in fair value totaled approximately
$48,000 for the three and six months ended September 30, 2003.
5. PREFERRED STOCK LIABILITY:
Pursuant to EITF 00-19, "Accounting for Derivative Financial Instruments Indexed
to, and Potentially Settled in, a Company's Own Stock", the Company has recorded
the value of the net proceeds of Convertible Preferred Stock, which is
immediately convertible into shares of common stock with registration rights
(See Note 8) as a short-term liability until the Company has obtained an
effective registration statement for these shares. Upon the completion of an
effective registration statement, the net value of the shares shall be recorded
as permanent equity in additional paid-in capital.
6. DEMAND NOTE PAYABLE:
In July and August 2003, the Company was advanced $500,000 from an investor. The
advance is payable on demand, and accrues interest at the rate of 10% per annum.
As of September 30, 2003, the Company has accrued $10,133 of interest expense
related to this note payable.
14
BIOGENTECH CORP. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
7. CONVERTIBLE NOTE PAYABLE:
In September 2003, the Company sold a $600,000, three-year, 8% convertible
debenture (the "Convertible Debenture"), which is convertible into shares of the
Company's common stock at the initial conversion price of $2.00 per share. This
price is subject to adjustment should the Company issue shares of its common
stock at a price less than $1.75 per share. The Convertible Debenture was sold
with detachable three-year warrants (the"Debenture Warrants") to purchase 90,000
shares of the Company's common stock at $2.88 per share. The warrant exercise
price is also subject to adjustment based on sales of the Company's common stock
below the current fair market value on the contract date. For the three and
six-month period ended September 30, 2003, the Company accrued $2,933 on
interest expense.
The Company capitalized $83,500 of debt issues costs that are being amortized
over the life of the Convertible Debenture. During the three and six-months
ended September 30, 2003, the Company amortized $2,320 relating to debt issue
costs.
The discount attributable to the relative fair value of the warrants, as
calculated using the Black-Scholes pricing model, and the value of the
beneficial equity conversion feature exceeded the face value of the convertible
note. As a result, the Company has recorded a discount to additional paid in
capital of $169,630 related to the relative fair value of the warrants and
$346,870 of discount related to the beneficial conversion feature of the
Convertible Debenture. The discount will be amortized using the effective
interest rate method over the term of the debt. For the three and six-month
periods ended September 30, 2003, the Company recognized $14,374 of interest
expense related to the discount. Upon conversion of the debt, any unamortized
debt issue costs will be charged to expense.
The Company also entered into a registration rights agreement whereby the
Company agreed to file a valid registration statement with the Securities and
Exchange Commission to register the shares of common stock underlying the
Convertible Debentures and Debenture Warrants. Pursuant to EITF 00-19,
"Accounting for Derivative Financial Instruments Indexed to, and Potentially
Settled in, a Company's Own Stock", approximately $169,630, the relative fair
value of the warrants, has been recorded as a short-term liability until the
Company has obtained an effective registration statement for these shares. (See
Note 4) If the Company does not file such an effective registration statement
within 30 days of the closing date, or October 8, 2003, the Company is subject
to penalties as follows: 1% of the principal amount of the funding for the first
30 day period in which the Company fails to file such registration statement,
and 2% for each 30 day period thereafter. At November 19, 2003, the Company had
not filed such a registration statement and accordingly is currently subject to
a penalty of $6,000.
8. STOCKHOLDERS' EQUITY
Convertible preferred stock / preferred dividend
In September 2003, the Company sold 1,000 shares of its 7.5% convertible
preferred stock (the "Convertible Preferred Stock") for $1,000,000, less direct
issuance costs of $115,000, which were netted against the proceeds of the
offering. The Convertible Preferred Stock carries voting rights equivalent to
the number of shares of common stock into which it can be converted, and has
liquidation preference of $1,000 per share. The Convertible Preferred Stock is
convertible into shares of the Company's common stock at the initial conversion
price of $2.40 per share. This price is subject to change should the Company
issue shares of its common stock at a price less than $1.75 per share. Included
with the Convertible Preferred Stock were detachable three-year warrants to
purchase 104,167 shares of the Company's common stock at the price of $2.88 per
share (the "Preferred Warrants"). The warrant exercise price is also subject to
adjustment based on sales of the Company's common stock below the current fair
market value on the contract date.
The discount attributable to the value of the warrants, as calculated using the
Black-Scholes pricing model, and the value of the beneficial conversion feature
exceeded the net proceeds received from the sale the shares. As a result, the
Company has recorded a discount to additional paid in capital of $181,849
related to the relative fair value of the relative fair value of the warrants
and $703,151 related to the beneficial conversion feature of the Convertible
Preferred Stock. The shares are convertible at the option of the holder and,
pursuant to EITF 98-5, "Accounting for Convertible Securities with Beneficial
Conversation Features or Contingently Adjustable Conversion Ratios", the
discount attributable to the beneficial conversation feature of was recorded as
a preferred stock dividend at the date of issuance. The Company recognized
$885,000 of preferred dividends related to the discount.
Pursuant to EITF 00-19, "Accounting for Derivative Financial Instruments Indexed
to, and Potentially Settled in, a Company's Own Stock", approximately $181,849,
the relative fair value of the warrants, has been recorded as a short-term
liability until the Company has obtained an effective registration statement for
these shares. (See Note 4)
Further, the preferred shares are convertible into registered shares of the
Company's common stock. Pursuant to EITF 00-19, "Accounting for Derivative
Financial Instruments Indexed to, and Potentially Settled in, a Company's Own
Stock", approximately $885,000 (the net proceeds attributable to the preferred
stock) has been recorded as a current liability until the Company has obtained
an effective registration statement relating to these shares. (See Note 5)
If the Company does not file such an effective registration statement within 30
days of the closing date, or October 8, 2003, the Company is subject to
penalties as follows: 1% of the value of the shares and the warrants paid by the
purchaser for the first 30 day period in which the Company fails to file such
registration statement, and 2% for each 30 day period thereafter. At November
19, 2003, the Company had not filed such a registration statement and
accordingly is currently subject to a penalty of $10,000.
Sale of Common Stock
During the six months ended September 30, 2003, the Company sold 100,000
restricted common shares in a private placement at $2.00 per share, which
represented the fair market value of the common stock.
Common stock issued pursuant to the InnoFood transaction - cancelled
In August 2003, the Company issued 2,000,000 shares of its common stock pursuant
to its contemplated transaction with InnoFood (see Note 8). Subsequently, the
InnoFood transaction was re-negotiated, and in November 2003 the certificates
representing these 2,000,000 shares were cancelled.
Common stock issued as collateral on loan
During July 2003, the Company was negotiating with a lender in Germany for a
loan in the amount of approximately $2,400,000. On July 31 2003, the Company
issued 3,000,000 shares of its restricted common stock as collateral for this
loan. This transaction was never completed, there was no consideration to serve
as basis for a transaction, and the Company is in the process of canceling the
share certificates. These shares are shown as issued as of September 30, 2003,
but not outstanding. The share certificates have not yet been returned by the
prospective lender. The Company has contacted the holder of these certificates
in order to have them returned and properly cancelled during the third quarter
of fiscal year 2004.
15
BIOGENTECH CORP. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
7. COMMITMENT AND CONTINGENCIES
Lease Agreement
As of March 31, 2003, BioGentec Incorporated, which is as of the date of this
report our wholly owned subsidiary, vacated previously occupied office space and
is in a dispute with the prior landlord. The landlord has filed suit against us
in the County of Orange, Superior Court of California, Case #03CC02904. The
Company believes that the landlord breached the agreement the litigation will be
resolved favorably to the Company.
8. SUBSEQUENT EVENTS:
On October 17, 2003, the Company and InnoFood entered into a Letter of
Understanding (the "LOU") in order to modify the InnoFood Agreement (see Note
3). At the time of the LOU, the Company had provided $1,970,000 in funding to
InnoFood pursuant to the InnoFood Agreement. During October 2003, the Company
provided an additional $250,000 in funding. The Company believes that InnoFood
has acquired 49% of Modofood S.P.A of Brescia, Italy.
At the time of this filing, the Company is actively engaged in continuing
negotiations to complete the InnoFood transaction, though a final agreement has
not yet been reached.
Demand Note Payable
During October 2003, the company received an additional advance of $560,000 from
an investor. The advance is payable upon demand and accrues interest at the rate
of 10% per annum.
16
ITEM 2. PLAN OF OPERATION
THIS FOLLOWING INFORMATION SPECIFIES CERTAIN FORWARD-LOOKING STATEMENTS OF
MANAGEMENT OF THE COMPANY. FORWARD-LOOKING STATEMENTS ARE STATEMENTS THAT
ESTIMATE THE HAPPENING OF FUTURE EVENTS AND ARE NOT BASED ON HISTORICAL FACT.
FORWARD-LOOKING STATEMENTS MAY BE IDENTIFIED BY THE USE OF FORWARD-LOOKING
TERMINOLOGY, SUCH AS "MAY," "SHALL," "COULD," "EXPECT," "ESTIMATE,"
"ANTICIPATE," "PREDICT," "PROBABLE," "POSSIBLE," "SHOULD," "CONTINUE," OR
SIMILAR TERMS, VARIATIONS OF THOSE TERMS OR THE NEGATIVE OF THOSE TERMS. THE
FORWARD-LOOKING STATEMENTS SPECIFIED IN THE FOLLOWING INFORMATION HAVE BEEN
COMPILED BY OUR MANAGEMENT ON THE BASIS OF ASSUMPTIONS MADE BY MANAGEMENT AND
CONSIDERED BY MANAGEMENT TO BE REASONABLE. OUR FUTURE OPERATING RESULTS,
HOWEVER, ARE IMPOSSIBLE TO PREDICT AND NO REPRESENTATION, GUARANTY, OR WARRANTY
IS TO BE INFERRED FROM THOSE FORWARD-LOOKING STATEMENTS.
THE ASSUMPTIONS USED FOR PURPOSES OF THE FORWARD-LOOKING STATEMENTS SPECIFIED IN
THE FOLLOWING INFORMATION REPRESENT ESTIMATES OF FUTURE EVENTS AND ARE SUBJECT
TO UNCERTAINTY AS TO POSSIBLE CHANGES IN ECONOMIC, LEGISLATIVE, INDUSTRY, AND
OTHER CIRCUMSTANCES. AS A RESULT, THE IDENTIFICATION AND INTERPRETATION OF DATA
AND OTHER INFORMATION AND THEIR USE IN DEVELOPING AND SELECTING ASSUMPTIONS FROM
AND AMONG REASONABLE ALTERNATIVES REQUIRE THE EXERCISE OF JUDGMENT. TO THE
EXTENT THAT THE ASSUMED EVENTS DO NOT OCCUR, THE OUTCOME MAY VARY SUBSTANTIALLY
FROM ANTICIPATED OR PROJECTED RESULTS, AND, ACCORDINGLY, NO OPINION IS EXPRESSED
ON THE ACHIEVABILITY OF THOSE FORWARD-LOOKING STATEMENTS. WE CANNOT GUARANTY
THAT ANY OF THE ASSUMPTIONS RELATING TO THE FORWARD-LOOKING STATEMENTS SPECIFIED
IN THE FOLLOWING INFORMATION ARE ACCURATE, AND WE ASSUME NO OBLIGATION TO UPDATE
ANY SUCH FORWARD-LOOKING STATEMENTS.
CRITICAL ACCOUNTING POLICY AND ESTIMATES. Our Management's Discussion and
Analysis of Financial Condition and Results of Operations section discusses our
consolidated financial statements, which have been prepared in accordance with
accounting principles generally accepted in the United States of America. The
preparation of these consolidated financial statements requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the consolidated financial statements and the
reported amounts of revenues and expenses during the reporting period. On an
on-going basis, management evaluates its estimates and judgments, including
those related to revenue recognition, stock based compensation, fair value of
financial instruments, impairment of long lived assets and commitments and
contingencies. Management bases its estimates and judgments on historical
experience and on various other factors that are believed to be reasonable under
the circumstances, the results of which form the basis for making judgments
about the carrying value of assets and liabilities that are not readily apparent
from other sources. Actual results may differ from these estimates under
different assumptions or conditions. The most significant accounting estimates
inherent in the preparation of our financial statements include revenue
recognition, stock based compensation, fair value of financial instruments,
impairment of long lived assets and commitments and contingencies. These
accounting policies are further discussed in the notes to the consolidated
financial statements included in the first amendment to Form 8-K filed on July
18, 2003 for the years ended March 31, 2003 and 2002 and the period from
November 21, 2000 (inception) to March 31, 2003.
OUR BACKGROUND. We were incorporated in Nevada on September 26, 1997, as Aztec
Ventures, Inc. Our original business was the sale of pay phone services. In June
2001, our management and business changed. On September 5, 2001, we amended our
Articles of Incorporation to change our name to Togs for Tykes, Inc. due to the
shift of our business to designing and marketing children's apparel. Since we
were not successful in implementing that business plan due to lack of funds, in
March 2003, we entered into negotiations regarding an acquisition of BioGentec
Incorporated, a Nevada corporation ("BG"), in order to merge it with and into
our wholly owned subsidiary, Togs for Tykes Acquisition Corporation, a Nevada
corporation. By means of a shareholder vote in March 2003, we changed our name
to Biogentech Corp.
We entered into an Agreement and Plan of Merger with BG that provided that BG
would become our subsidiary by merging with our acquisition subsidiary. That
agreement is attached as an exhibit to our report on Form 8-K filed on July 3,
2003. On July 2, 2003, our subsidiary filed Articles of Merger with the
Secretary of State of Nevada to complete that acquisition for accounting
purposes, the company has deemed the transaction closed as of June 30, 2003. We
anticipate that the acquisition will increase the total value of the corporation
to our investors. Also in July 2003, we changed our fiscal year end from
December 31 to March 31.
17
BIOGENTEC INCORPORATED. BioGentec Incorporated ("BG") was incorporated in Nevada
on November 21, 2000. BG is dedicated to the development and commercialization
of consumer medical products and life style - health improvement products. BG's
first product focus is in the fields of immunomodulation, menopause, pinpoint
detoxification and cholesterol reduction. BG anticipates that its initial
patented product, Prehistin, (formerly Allertin, will create a unique niche
within the allergy relief category. In November 2000, BG acquired Allergy
Limited, LLC ("Allergy Limited"). Allergy Limited sponsored the clinical
research for Prehistin's formula from 1989 through 2000 and secured the first
patent, in 1992 and BG secured the second in 2001.
LIQUIDITY AND CAPITAL RESOURCES
We had cash of $73,124 at September 30, 2003. We also had $1,693 in
prepaid and other current assets and $5,903 in inventory making our total
current assets as at September 30, 2003 equal to $80,720. We also had the
following long term assets: $81,181 in debt issue costs; $70,977 in fixed
assets, net, $10,850 in net website development costs, $3,850,000 represented by
net value of our patents, $40,000 in deposits, and $1,970,000 acquisition
deposit pursuant to the InnoFood transaction. Therefore, our total assets as of
September 30, 2003 were $6,103,728. Our total current liabilities were
$2,359,410 at September 30, 2003, which was represented by accounts payable and
accrued expenses of $510,436, a demand note payable for $500,000, warrant
liability of $303,276, and $1,045,698 due to related parties. We also had long
term notes payable net of discount of $97,847 and a preferred stock liability of
$885,000.
We have financed our operations primarily through cash generated from related
party debt financing and from the private placement sales of equity securities.
During the six months ended September 30, 2003, BG sold 100,000 common shares of
its common stock for $2.00 per share and received $200,000. We also sold
Preferred Stock in the amount of $1,000,000, as well as issuing a Convertible
Debenture in the amount of $600,000. Additionally related parties loaned an
additional $525,400 to us. Also during the three months ended September 30,
2003, we had $500,000 in a demand note payable.
As of September 30, 2003, we had working capital deficit of $3,163,690.
Our net cash used by operating activities was ($543,266) for the six months
ended September 30, 2003 as compared to net cash used by operating activities of
($276,861) for the six months ended September 30, 2002, an increase of $266,405
or 96%, primarily due to an increase in accounts payable and accrued expenses.
Our cash used in investing activities was ($1,990,000) for the six-month period
ended September 30, 2003, an increase of $1,970,000 was due to the InnoFood
acquisition deposit.
Our net cash provided by financing activities was $2,604,100 for the six months
ended September 30, 2003 compared to $322,272 for the same period a year
earlier, an increase of $2,281,828 or 708%. The increase is primarily due to the
sale of Preferred Stock, Convertible Debentures, and increases in the sale of
common stock and loan proceeds from related parties.
See Subsequent Events section for a discussion of capital requirements related
to acquisition of InnoFood and financing obtained subsequent to September 30,
2003.
RESULTS OF OPERATIONS FOR THE THREE MONTH PERIOD ENDED SEPTEMBER 30, 2003 AS
COMPARED TO THE THREE MONTH PERIOD ENDED SEPTEMBER 30, 2002
Revenue and Cost of Sales
We had no significant revenues for the quarters ended September 30, 2003 and
2002 as we are undertaking a Phase III clinical trial in order to obtain FDA
approval of Prehistin as an over the counter drug.
Operating Expenses
Operating expenses for the quarter ended September 30, 2003 were $390,157
compared to $241,080 for the quarter ended September 30, 2002. For both periods
expenses incurred were for two major purposes: i) ongoing development of our
Prehistin product and related product management and ii) general management and
fund raising efforts. Operating expenses increased $149,077 due primarily to
increased compensation and consulting expenses.
During the three months ended September 30, 2003, we recognized $885,000 of a
preferred stock dividend relating to the issuance of convertible preferred
stock. (See Notes 5 and 8). Our net loss attributable to common shareholders for
three months ended September 30, 2003, after preferred dividends was
($1,322,289) or ($0.06 per share) compared to ($278,002) or ($0.02 per share)
for the corresponding period in 2002.
18
RESULTS OF OPERATIONS FOR THE SIX MONTH PERIOD ENDED SEPTEMBER 30, 2003 AS
COMPARED TO THE SIX MONTH PERIOD ENDED SEPTEMBER 30, 2002
Revenues and Cost of Sales
We had no significant revenues for the six months ended September 30, 2003
and 2002 as we are undertaking a Phase III clinical trial in order to
obtain FDA approval of Prehistin as an over the counter drug.
Operating Expenses
Operating expenses for the six months ended September 30, 2003 were $1,037,582
compared to $988,364 for the six months ended September 30, 2002. For both
periods expenses incurred were for two major purposes: i) ongoing development of
our Prehistin product and related product management and ii) general management
and fund raising efforts. Operating expenses increased $49,218 due primarily to
increased compensation and consulting expenses.
During the six months ended September 30, 2003, we recognized $885,000 of a
preferred stock dividend relating to the issuance of convertible preferred
stock. (See Notes 5 and 8). Our net loss attributable to common shareholders for
six months ended September 30, 2003, after preferred dividends was ($1,975,415)
or ($0.10) per share compared to ($1,062,646) or ($0.06) per share for the
corresponding period in 2002.
OUR PLAN OF OPERATION FOR THE NEXT TWELVE MONTHS.
Over the next 12 months, we plan to continue moving forward with the Phase III
clinical trials of our allergy prevention product, Prehistin, followed
immediately by submission of an application to the FDA for marketing approval of
Prehistin as an over the counter ("OTC") allergy medication. We hope to receive
approval from the FDA in early 2005, enabling our US marketing launch of the
product for the spring 2005 allergy season.
While continuing with the US FDA approval process, we are working to finalize
the international launch strategy in the primary global markets. Discussions are
progressing with potential joint venture partners for marketing, manufacturing,
regulatory approval and distribution throughout the world, the most advanced of
which are with companies in Japan and Canada.
In addition to seeking approval from the FDA for the primary indication of
seasonal allergic rhinitis (hay fever) for Prehistin, we plan to conduct
additional studies to validate the viability of approval for supplemental
indications and alternative delivery mechanisms. The tests will be a combination
of clinical trials and laboratory analyses.
Currently, we are negotiating with InnoFood, Inc. to finalize revisions to the
definitive agreement. We anticipate completing these negotiations and fully
executing the agreement by the end of December 2003.
We are also actively pursuing the acquisition and development of products that
we hope will enable us to leverage our resources. Areas of focus are consumer
retail products, OTC pharmaceutical products, consumer medical devices and
nutritional supplements.
As of September 30, 2003, we had cash of $73,124. To fully execute our business
plan for the next 12 months, we will need to raise additional funds in order to
complete the Phase III clinical trials, submit the Prehistin application to the
United States FDA and to execute a marketing launch of the Prehistin product. We
will also need to raise funds to gain full benefit of the InnoFood agreement,
execute studies for the further development of the Prehistin product line and to
complete the acquisition of additional products. Along with our investment
bankers, we plan to raise these funds through private and institution or other
equity offerings. We may attempt to secure other loans from lending institutions
or other sources. There is no guarantee that we will be able to raise additional
funds through offerings or other sources. If we are unable to raise funds, our
ability to continue with product development will be hindered.
Other than the research and development related to our Prehistin product, we do
not plan to engage in any other research and development unless we are able to
raise additional funds. We do anticipate the purchase of significant equipment
within the next 12 months for either our Prehistin product or for marketing the
InnoFood product line. We do not anticipate any significant hiring over the
next 12 months.
19
ITEM 3. CONTROLS AND PROCEDURES
-------------------------------
(a) Evaluation of disclosure controls and procedures. We maintain controls and
procedures designed to ensure that information required to be disclosed in the
reports that we file or submit under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported within the time periods specified
in the rules and forms of the Securities and Exchange Commission. Based upon
their evaluation of those controls and procedures performed as of September 30,
2003, our chief executive officer and the principal financial officer concluded
that our disclosure controls and procedures were adequate
(b) Changes in internal controls. There were no significant changes in our
internal controls or in other factors that could significantly affect these
controls subsequent to the date of the evaluation of those controls by the chief
executive officer and principal financial officer.
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
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As of March 31, 2003, BioGentec Incorporated, which is as of the date of this
report our wholly owned subsidiary, vacated previously occupied office space and
is in a dispute with the prior landlord. The landlord has filed suit against us
in the County of Orange, Superior Court of California, Case #03CC02904. We
believe that the landlord breached the agreement and hope that we will resolve
the litigation with a favorable outcome. The landlord holds a sufficient
security deposit to cover the disputed amount.
ITEM 2. CHANGES IN SECURITIES.
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Sale of Common Stock
During the six months ended September 30, 2003, we sold 100,000 restricted
common shares in a private placement at $2.00 per share, which represented the
fair market value of the common stock.
Common stock issued pursuant to the InnoFood transaction - cancelled
In August 2003, we issued 2,000,000 shares of our common stock pursuant
to its contemplated transaction with InnoFood. Subsequently, the InnoFood
transaction was re-negotiated, and in November 2003 the certificates
representing these 2,000,000 shares were cancelled.
Common stock issued as collateral on loan
During July 2003, we were negotiating with a lender in Germany for a loan in the
amount of approximately $2,400,000. On July 31 2003, we issued 3,000,000 shares
of our restricted common stock as collateral for this loan. This transaction was
never completed, there was no consideration to serve as basis for a transaction,
and we are in the process of canceling the share certificates. These shares are
shown as issued as of September 30, 2003, but not outstanding. The share
certificates have not yet been returned by the prospective lender. We have
contacted the holder of these certificates in order to have them returned and
properly cancelled during the third quarter of fiscal year 2004.
CONVERTIBLE NOTE PAYABLE:
In September 2003, we sold a $600,000, three-year, 8% convertible debenture (the
"Convertible Debenture"), which is convertible into shares of our common stock
at the initial conversion price of $2.00 per share. This price is subject to
adjustment should we issue shares of our common stock at a price less than $1.75
per share. The Convertible Debenture was sold with detachable three-year
warrants (the "Debenture Warrants") to purchase 90,000 shares of our common
stock at $2.88 per share. The warrant exercise price is also subject to
adjustment based on sales of our common stock below the current fair
market value on the contract date. For the three and six-month period ended
September 30, 2003, we accrued $2,933 on interest expense.
Convertible preferred stock / preferred dividend
In September 2003, we sold 1,000 shares of its 7.5% convertible preferred stock
(the "Convertible Preferred Stock") for $1,000,000, less direct issuance costs
of $115,000, which were netted against the proceeds of the offering. The
Convertible Preferred Stock carries voting rights equivalent to the number of
shares of common stock into which it can be converted, and has liquidation
preference of $1,000 per share. The Convertible Preferred Stock is convertible
into shares of our common stock at the initial conversion price of $2.40 per
share. This price is subject to change should we issue shares of our common
stock at a price less than $1.75 per share. Included with the Convertible
Preferred Stock were detachable three-year warrants to purchase 104,167 shares
of our common stock at the price of $2.88 per share. The warrant exercise price
is also subject to adjustment based on sales of our common stock below the
current fair market value on the contract date.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
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None.
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
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None.
ITEM 5. OTHER INFORMATION
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None during the reporting period.
However, subsequent to the reporting period, on October 1, 2003, we filed a
report on Form 8-K for September 25, 2003, concerning the sale of $1,000,000 of
convertible preferred stock to Gryphon Master Fund, L.P. The Form 8-K included
Item 5 - Other Events and Required Disclosure, and Item 7 - Exhibits, attaching
as 4.1, a Certificate of Designations for 7.5% Convertible Preferred Stock,
10.1, the Share Purchase Agreement between Biogentech Corp. and Gryphon Master
Fund, L.P., 10.2, a Warrant Agreement and 10.3, a Registration Rights Agreement.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
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(a) Exhibits.
31. Rule 13a-14(a)/15d-14(a) Certifications.
32. Section 1350 Certifications.
(b) Reports on Form 8-K
On July 3, 2003, we filed a Form 8-K for July 1, 2003, announcing the
acquisition of Biogentec Incorporated (BI) as our wholly-owned subsidiary, which
we acquired by means the merger between our wholly-owned subsidiary and BI. The
Form 8-K included Item 1 - Change in Control, Item 2 - Acquisition of Assets,
Item 6 - Resignation of Directors, and Item 7- Financial Statements. This report
contained exhibits 2.1, Agreement and Plan of Merger between Togs for Tykes,
Inc., Togs for Tykes Acquisition Corporation and Biogentec Incorporated, and
Exhibits 17.1 and 17.2, containing the resignations of our previous management.
20
On July 16, 2003 we filed a report on Form 8-K which included Item 8, Change in
Fiscal Year. On July 15, 2003, our Board of Directors approved a change in our
fiscal year end from December 31st to March 31st. Our next fiscal year will
begin on April 1st and end on March 31st of each year, effective with the year
beginning April 1, 2004.
On July 31, 2003 we filed a report on Form 8-K containing Item 5 - Other Events,
containing our press release announcing the agreement to acquire Innofood, Inc.
On July 31, 2003 we entered into a definitive agreement to acquire InnoFood,
Inc. ("InnoFood"), owner of certain rights to a proprietary food processing
technology developed by Modofood S.P.A. of Brescia, Italy. The agreement
provides exclusive manufacturing and distribution rights of Modofood's
proprietary food sterilization and preservation technology for North America,
Central America, South America and Japan, as well as the exclusive rights to
negotiate on behalf of Modofood for Southeast Asia, including Taiwan, China and
Indonesia. Under terms of the agreement, InnoFood shareholders will receive one
share of our common stock and a warrant to purchase one share of our common
stock for every twelve shares of InnoFood common stock. InnoFood shareholders
will also receive one share of our preferred stock for every 1,200 InnoFood
common shares. The agreement calls for us to infuse $5 million of working
capital prior to December 31, 2003.
On September 16, 2003 we filed a report on Form 8-K regarding the issuance of
$600,000 of convertible notes. The Form 8-K included Item 5 - Other Events and
Required Disclosure, and Item 7 - Exhibits, attaching Exhibit 10.1. On September
8, 2003 we entered into an 8% convertible note in the amount of $600,000 with
Gryphon Master Fund, L.P., and also issued Gryphon three-year warrants to
purchase, at any time, 90,000 common shares of Biogentech Corp.'s at $2.88 per
share. The convertible is due and payable in three years and is convertible, at
any time, to Biogentech Corp. common shares at $2.00 per share. Finally, we
entered into a registration rights agreement wherein we are required to file,
within 30 days of the execution of the Note, a registration statement to
register the underlying shares issuable to Gryphon. The purchase agreement,
which is attached as exhibit 10.1 to this report on Form 8-K, includes as
exhibits the following: the note, the warrant agreement and the registration
rights agreement.
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SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Biogentech Corp., a Nevada corporation
November 28, 2003 By: /s/ Chaslav Radovich
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Chaslav Radovich
Its: Chief Executive Officer, President, Director