UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[x] Quarterly Report pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the period ended: August 31, 2001
[ ] Transition Report Pursuant to section 13 or 15(d) of the
Securities and Exchange Act of 1934
For the transition period from ____ to ____
Commission File No. 0-26057
BIOPHAN TECHNOLOGIES, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Nevada 82-0507874
--------------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
150 Lucius Gordon Drive, Suite 215
West Henrietta, New York 14586
--------------------------------- ---------
(Address of principal executive offices) (Zip code)
(716) 214-2441
-----------------------
Issuer's telephone number
GREATBIO TECHNOLOGIES, INC.
-----------------------------
(Former name-changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
[ X ] Yes [ ] No
State the number of shards outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.
Class Outstanding as of August 31, 2001
Common Stock, $.005 par value 27,245,845
Transitional small Business Disclosure Format (Check One): Yes[ ] No[x]
INDEX
Page
Number
PART I. FINANCIAL INFORMATION
ITEM I. Financial Statements
Consolidated Balance Sheets, August 31, 2001 (Unaudited)
and February 28, 2001 3
Consolidated Statements of Operations, Three Months Ended
August 31, 2001 and 2000 (Unaudited), Six Months Ended August
31, 2001 and 2000 (Unaudited), and from August 1, 1968
(Date of Inception) through August 31, 2001 (Unaudited) 4
Consolidated Statements of Cash Flows, Six Months ended
August 31, 2001 and 2000 (Unaudited) and from August 1, 1968
(Date of Inception) through August 31, 2001 (Unaudited) 5
Notes to Consolidated Financial Statements 6
ITEM 2. Plan of Operation 7
PART II. OTHER INFORMATION 7
ITEM 1. Legal Proceedings 7
ITEM 2. Changes in Securities and Use of Proceeds 7
ITEM 3. Defaults Upon Senior Securities 8
ITEM 4. Submission of Matters to a Vote of Security Holders 8
ITEM 5. Other Information 9
ITEM 6. Exhibits and Reports on Form 8-K 9
a. Reports on Form 8-K 9
b. Signatures 9
PART I. FINANCIAL INFORMATION
ITEM I. Financial Statements
BIOPHAN TECHNOLOGIES, INC. (FORMERLY GREATBIO TECHNOLOGIES, INC.)
AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
August 31, 2001
(Unaudited) February 28, 2001
---------------------------------------
ASSETS
Current Assets:
Cash and equivalents $ 709,723 $ 172,092
Marketable securities, at market value
(cost of $849,097) 838,624
Prepaid expenses 166,135 -
--------------------------------
Total Current Assets 1,714,482 172,092
Fixed Assets, at cost, net 17,926 4,833
Other Assets:
Intellectual property rights 110,000 110,000
Deferred private equity placement costs - 56,827
Deferred tax asset, net of valuation
allowance of $421,000 and $115,000
respectively - -
--------------------------------
110,000 166,827
--------------------------------
$1,842,408 $ 343,752
================================
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
Current Liabilities:
Bridge loans payable $ 986,500 $ -
Payable to related party, less
unamortized discount of $31,000 469,000 -
Accounts payable and accrued expenses 88,937 110,855
Due to related parties 45,227 170,136
--------------------------------
Total Current Liabilities 1,589,664 280,991
Long-Term Debt:
Payable to related party, less
unamortized discount of $62,000 - 438,000
Stockholders' Equity (Deficiency):
Common stock, $.005 par value
Authorized, 60,000,000 shares
Issued and outstanding, 27,245,845 and
25,565,532 shares respectively 136,229 127,828
Additional paid-in capital 1,845,314 325,920
Deficit accumulated during the
development stage (1,728,799) (828,987)
--------------------------------
252,744 (375,239)
--------------------------------
$1,842,408 $ 343,752
================================
See Notes to Consolidated Financial Statements.
BIOPHAN TECHNOLOGIES, INC. (FORMERLY GREATBIO TECHNOLOGIES, INC.)
AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
Period from August
1, 1968 (date of
Three Months Ended Six Months
Ended inception) to
August 31, August 31, August 31,
August 31, August 31,
2001 2000 2001
2000 2001
-----------------------------------
-------------------------------
General and administrative expenses:
Salaries and related $ 41,034 $ - $ 114,907
$ - $ 174,768
Research and product development 161,656 - 286,755
- 399,899
Professional fees 158,979 300 172,637
2,300 211,322
Write-down of intellectual property rights - - -
- 490,000
Other 66,700 - 89,092
- 115,651
-----------------------------------
-------------------------------
Operating loss (428,369) (300) (663,391)
(2,300) (1,391,640)
Other income(expense):
Interest income 4,633 - 5,670
- 7,289
Interest expense (212,905) - (231,618)
- (244,618)
Other expense (10,473) - (10,473)
- (10,473)
-----------------------------------
-------------------------------
(218,745) - (236,421)
- (247,802)
-----------------------------------
-------------------------------
Loss from continuing operations (647,114) (300) (899,812)
(2,300) (1,639,442)
Loss from discontinued operations - - -
- (89,357)
-----------------------------------
-------------------------------
Net loss $ (647,114) $ (300) $ (899,812)
$ (2,300) $(1,728,799)
===================================================================
Loss per common share $ (0.03) $(0.00) $ (0.03)
$ (0.00)
==================================================
Weighted average shares outstanding 25,859,646 3,797,330 25,712,589
3,797,330
==================================================
See Notes to Consolidated Financial Statements.
BIOPHAN TECHNOLOGIES, INC. (FORMERLY GREATBIO TECHNOLOGIES, INC.)
AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
Period
from August
1, 1968
(date of
Six Months Ended
inception) to
August 31, August 31,
August 31,
2001 2000
2001
-----------------------------------------
---------
Cash flows used for operating activities:
Net loss $ (899,812) $ (2,300)
$(1,728,799)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation 500 -
667
Unrealized loss on marketable securities 10,473 -
10,473
Write-down of intellectual property rights - -
490,000
Amortization of discount on payable to
related party 31,000 -
44,000
Issuance of common stock for services - -
101,108
Issuance of common stock for interest 192,985 -
192,985
Expenses paid by stockholder - -
2,640
Changes in operating assets and liabilities:
Increase in prepaid expenses (111,557) -
(111,557)
Increase (decrease)in accounts payable and
accrued expenses (21,918) 2,300
75,607
Increase(decrease) in due to related parties (124,909) -
1,730
-------------------------------
--------
(923,238) -
(921,146)
Cash flows used for investing activities:
Costs of web site development (13,593) -
(18,593)
Purchase of marketable securities (849,097) -
(849,097)
------------------------------
---------
(862,690) -
(867,690)
Cash flows provided by financing activities:
Proceeds of bridge loans 986,500 -
986,500
Proceeds from issuance of capital stock,
less offering costs 1,337,059 -
1,512,059
------------------------------
---------
2,323,559 -
2,498,559
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---------
Net increase(decrease) in cash and equivalents 537,631 -
709,723
Cash and equivalents, beginning 172,092 -
-
------------------------------
---------
Cash and equivalents, ending $ 709,723 $ - $
709,723
========================================
Supplemental schedule of noncash investing and
financing activities:
Intellectual property acquired through
issuance of capital stock and assumption
of related party payable $ - $ - $
175,000
========================================
Acquisition of intellectual property $ - $ - $
425,000
========================================
See Notes to Consolidated Financial Statements.
BIOPHAN TECHNOLOGIES, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
August 31, 2001
INTERIM FINANCIAL STATEMENTS:
The consolidated financial statements as of August 31, 2001 and for the three
and six months ended August 31, 2001 and 2000 are unaudited. However, in the
opinion of management of the Company, these financial statements reflect all
adjustments, consisting solely of normal recurring adjustments, necessary to
present fairly the financial position and results of operations for such
interim periods. The results of operations for the interim periods presented
are not necessarily indicative of the results to be obtained for a full year.
PRINCIPAL BUSINESS ACTIVITIES:
The consolidated financial statements include the accounts of Biophan
Technologies, Inc. ("Biophan") (formerly GreatBio Technologies, Inc.) and its
wholly owned subsidiary, LTR Antisense Technology, Inc. ("Antisense")
(collectively referred to as the "Company"). All significant intercompany
accounts and transactions have been eliminated in consolidation.
The Company was formed in 1968 and obtained certain mining claims and rights.
Those rights were subsequently abandoned and the Company conducted no
business from 1993 to December 1, 2000.
The Company is in the development stage and is expected to remain so for at
least the next twelve months. The Company has not generated any revenue to
date.
On December 1, 2000, the Company amended its Articles of Incorporation to
change its name from Idaho Technical, Inc. to GreatBio Technologies, Inc. and
entered into an Exchange Agreement with Biophan, LLC and Antisense as more
fully described below. At the Annual Meeting on July 19, 2001, the
shareholders approved amending the Articles of Incorporation to change the
name of the Company to Biophan Technologies, Inc. The change was effective
as of that date.
In accordance with the terms of an Exchange Agreement ("the Agreement") dated
December 1, 2000, the Company acquired from Biophan, LLC all of the issued and
outstanding common stock of its wholly-owned subsidiary, LTR Antisense
Technology, Inc. in exchange for 10,759,101 shares of authorized but
previously unissued common stock, par value $.005.
Additionally, on December 1, 2000, in exchange for cash consideration of
$175,000, the Company issued and delivered to certain parties, an additional
10,759,101 shares of authorized but previously unissued common stock, par
value $.005.
Also on December 1, 2000, the Company acquired certain intellectual property
rights relating to the magnetic resonance imaging (MRI) technology from
Biophan, LLC for the future consideration of $500,000. The transfer was
consummated pursuant to and in accordance with the Transfer Agreement
(as amended), dated December 1, 2000 between the Company and Biophan, LLC.
The principal business activity of the Company is research and development of
patent rights in two primary areas: (1) an MRI-compatible implantable cardiac
pacemaker and (2) the use of antisense technology to block the HIV virus.
BRIDGE LOANS:
In June 2001, the Company entered into bridge loan agreements providing gross
proceeds of $986,500. Loans of $400,000 from one lender provide for a
maturity date of December 15, 2001 and interest payable by issuance of 100,000
shares of stock on the due date. As additional consideration, the noteholder
received 100,000 shares of stock and warrants to purchase an additional
100,000 shares at $1.00 per share. The noteholder has the right to convert
the principal amounts into stock at $.75 per share at any time prior to
maturity. The Company also received proceeds from a series of bridge loans
aggregating $586,500 upon the same general terms as above except that interest
is payable by issuance of 73,324 shares of stock at the maturity date of
October 29, 2001. In the accompanying statements of operations, interest
expense includes $192,985 of interest related to the issuance of stock given
as additional compensation upon execution of the bridge loans.
CHANGES IN EQUITY:
In accordance with a Private Placement Memorandum dated July 2, 2001, the
Company offered to sell 3,000,000 shares of common stock, par value $.005 per
share, at $1.00 per share. During the quarter ended August 31, 2001, gross
proceeds of $1,432,750 were received adding $7,163 to the common stock account
and $1,425,587, less offering costs of $152,518, to additional paid-in capital.
Also during the quarter, the Company issued 247,563 shares of common stock to
bridge lenders as additional consideration. The shares were valued at $1.00
per share, treated as interest expense for accounting purposes, and resulted
in adding $1,238 to capital stock and $246,325 to additional paid-in capital.
ITEM 2. PLAN OF OPERATION
The following information should be read in conjunction with the consolidated
financial statements and notes thereto appearing elsewhere in this Form 10-QSB.
This Quarterly Report on Form 10-QSB contains certain forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Actual events or results
may differ materially from those projected in the forward-looking statements
as a result of a number of factors including those identified herein and in
the Company's Annual report on Form 10-KSB and other periodic reports and
filings with the Securities and Exchange Commission.
Overview
The Company continues in the development stage of its operations and is
expected to be in that mode for the foreseeable future. The Company's current
mission is to develop and commercially exploit potentially significant
technologies in the following areas:
* The use of new proprietary technology to prevent implantable cardiac
pacemakers and other critical and life sustaining medical devices from
being affected by magnetic resonance imaging (MRI) and other equipment
that uses magnetic fields, radio waves and similar forms of
electromagnetic interference.
* The use of proprietary antisense gene therapy technology to inhibit the
spread of human immunodeficiency virus (HIV-1) infection in conjunction
with the use of lentiviral vectors. On July 19, 2001, the Company
entered into a Cooperative Research and Development Agreement (CRADA)
with the National Institutes of Health and the University of Rochester
for the development of this technology.
Results of Operations
During the year-ago quarter ended August 31, 2000, the Company was inactive,
earned no revenues and incurred expenses of $300 in connection with filing
all required periodic reports under the Securities Exchange Act of 1934. On
December 1, 2000, the Company entered into agreements for the acquisition of
its currently owned technology and a subsidiary corporation and embarked on a
new program for development and eventual commercial exploitation of such
technology.
The Company has remained in the development stage from that time through the
quarter ended August 31, 2001, earning no revenues except interest income.
During the quarter ended August 31, 2001, the Company pursued the development
of it's proprietary technology, incurring research and product development
expenses of $161,656 and other general and administrative expenses of
$266,713. Interest expense of $212,905 for the current quarter includes an
amount of $192,985 incurred in connection with the payment of interest on
bridge loans by issuance of shares of common stock. The net loss for the
current quarter amounted to $647,114.
Liquidity and Capital Resources
On December 1, 2000,in exchange for common stock, the Company received cash of
$175,000 to assist in financing initial administrative costs in connection
with re-forming the Company as a research and development enterprise and to
continue the prosecution of proprietary technology. In addition, financing
was provided by Biophan, LLC and another related party paying costs and
expenses such as payroll, office expenses and attorney fees through June 30,
2001.
In June 2001, the Company received bridge loans that provided $986,500 in
funding to the Company. The loans mature in October and December 2001 and
interest is payable by issuance of Company common shares and warrants. The
loans are convertible into common shares anytime prior to maturity at $.75 per
share. The Company is also currently seeking to obtain equity financing
through a private placement offering that is planned to raise a maximum of
$3,000,000. Through August 31, 2001, net proceeds of $1,280,232 had been
received. In addition, as of the current date, $343,000 is held in escrow
awaiting acceptance of the subscriptions. The proceeds will be applied to
reimbursement of expenses paid on the Company's behalf by related parties, to
funding of the CRADA project, to repayment of the bridge loans, and to
ongoing research and development of the proprietary technology.
Management believes the cash and short-term investment balances totaling
$1,548,347 at August 31, 2001 along with further funding anticipated on
completion of the private offering will be sufficient to fund the next twelve
months of operations.
Currently, the Company does not have a need for material capital expenditures
in the conduct of its research and product development activities.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
There are presently no material pending legal proceedings to which the Company
is a party or to which any of its property is subject and, to the best of its
knowledge, no such actions against the Company are contemplated or threatened.
Item 2. Changes in Securities and Use of Proceeds
During the three month period ended August 31, 2001, the Company issued an
aggregate of 1,680,313 shares of authorized, but previously unnissued common
stock. Of this amount, (i) 1,432,750 shares were issued for cash of
$1,432,750 ($1.00 per share) to 11 investors pursuant to a private placement;
and (ii) 247,563 shares were issued for additional consideration to 16 bridge
loan lenders, and were valued at $247,563 ($1.00 per share). Proceeds
realized from the cash sales were used for working capital, research and
administrative expenses. Offerings costs were $152,518.
The above issuances of shares were made in private transactions to persons
having received information concerning the Company and its business operations.
Accordingly, the Company relied upon the exemption from registration under the
Securities Act of 1933, as amended, provided by Section 4(2) of that Act.
Item 3. Defaults Upon Senior Securities
This Item is not applicable to the Company.
Item 4. Submission of Matters to a Vote of Security Holders
On Thursday, July 19, 2001, pursuant to proper notice to stockholders, the
Company held its Annual Meeting of Shareholders at the Company's offices in
West Henrietta, New York. At the Meeting, the following directors were
elected, by the indicated vote, to serve as directors until the next Annual
Meeting of Shareholders or until their successors are elected and qualified.
Nominee For Against Abstain
--------- ----- --------- ---------
Michael L. Weiner 25,046,652 0 0
Wilson Greatbatch 25,046,652 0 0
Steven Katz 25,046,652 0 0
Ross B. Kenzie 25,046,652 0 0
Robert S. Bramson 25,046,652 0 0
In addition to the election of directors, shareholders ratified the
appointment of Goldstein Golub & Kessler, LLP, as independent auditors for the
Company's fiscal year ending February 28, 2002 by a vote of 25,046,652 for,
0 against and 0 abstaining.
A proposal was also made to amend the Company's Certificate of incorporation
to change the corporate name to Biophan Technologies, Inc.. The proposal
carried by a vote of 25,046,652 for, 0 against and 0 abstaining.
Shareholders were also asked to ratify the proposal to adopt the Company's
2001 Stock Option Plan. The plan would provide for the grant of non-statutory
stock options and incentive stock options to key employees, officers,
directors and consultants. Under the Plan, the maximum number of shares of
Common Stock represented by grants of options is 2,500,000 shares. The
proposal carried by a vote of 25,046,652 for, 0 against and 0 abstaining.
Item 5. Other Information
This Item is not applicable to the Company.
Item 6. Exhibits and Reports on Form 8-K
a. Reports on Form 8-K
b. Signatures
(a) Reports on Form 8-K
On July 27, 2001, the Company filed a Current Report on Form 8-K
reporting under Item 5 that on July 19, 2001, the Company held its
annual meeting of shareholders and elected directors, and approved
(i) the name change to Biophan Technologies, Inc.; (ii) the Company's
2001 Stock Option Plan; and (iii) the appointment of the Company's
independent auditors.
(b) 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.
BIOPHAN TECHNOLOGIES, INC.
(Registrant)
Date: October 19, 2001
By: /s/ Michael L. Weiner
------------------------------
Name: Michael L. Weiner,
Title: Chief Executive Officer
By: \s\ Robert J. Wood
------------------------------
Name: Robert J. Wood
Title: Chief Financial Officer
By: \s\ David A. Miller
------------------------------
Name: David A. Miller
Title: Secretary