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: November 30, 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.
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(Exact name of registrant as specified in its charter)
Nevada 82-0507874
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(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
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(Address of principal executive offices) (Zip code)
(716) 214-2441
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Issuer's telephone number
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 November 30, 2001
Common Stock, $.005 par value 29,065,375
Transitional small Business Disclosure Format (Check One): Yes[ ] No[x]
INDEX
Page
Number
PART I. FINANCIAL INFORMATION
ITEM I. Financial Statements
Consolidated Balance Sheets, November 30, 2001 (Unaudited)
and February 28, 2001 3
Consolidated Statements of Operations, Three Months Ended
November 30, 2001 and 2000 (Unaudited), Nine Months Ended
November 30, 2001 and 2000 (Unaudited), and from August 1,
1968 (Date of Inception) through November 30, 2001 (Unaudited) 4
Consolidated Statements of Cash Flows, Nine Months ended
November 30, 2001 and 2000 (Unaudited) and from August 1, 1968
(Date of Inception) through November 30, 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. Exhibits 9
b. Reports on Form 8-K 9
PART I. FINANCIAL INFORMATION
ITEM I. Financial Statements
BIOPHAN TECHNOLOGIES, INC. (FORMERLY GREATBIO TECHNOLOGIES, INC.)
AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
November 30, 2001
(Unaudited) February 28, 2001
---------------------------------------
ASSETS
Current Assets:
Cash and equivalents $ 132,834 $ 172,092
Marketable securities, at market value
(cost of $984,217) 932,724
Due from related parties 19,226 -
Prepaid expenses 86,625 -
--------------------------------
Total Current Assets 1,171,409 172,092
Fixed Assets, at cost, net 73,740 4,833
Other Assets:
Intellectual property rights 110,000 110,000
Security deposit 2,933 -
Deferred private equity placement costs - 56,827
Deferred tax asset, net of valuation
allowance of $793,000 and $115,000
respectively - -
--------------------------------
112,933 166,827
--------------------------------
$1,358,082 $ 343,752
================================
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
Current Liabilities:
Payable to related party, less
unamortized discount of $15,500 $ 484,500 $ -
Accounts payable and accrued expenses 111,695 110,855
Due to related parties - 170,136
--------------------------------
Total Current Liabilities 596,195 280,991
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, 29,065,375 and
25,565,532 shares respectively 145,327 127,828
Additional paid-in capital 3,491,528 325,920
Deficit accumulated during the
development stage (2,874,968) (828,987)
--------------------------------
761,887 (375,239)
--------------------------------
$1,358,082 $ 343,752
================================
See Notes to Consolidated Financial Statements.
BIOPHAN TECHNOLOGIES, INC. (FORMERLY GREATBIO TECHNOLOGIES, INC.)
AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
Period from August
1, 1968 (date of
Three Months Ended Nine Months Ended inception) to
November 30, November 30, November 30,
2001 2000 2001 2000 2001
------------------------------------------------------------------
General and administrative expenses:
Salaries and related $ 149,392 $ - $ 264,299 $ - $ 324,159
Research and product development 284,035 - 570,790 - 683,934
Professional fees 243,357 1,590 415,994 3,890 454,679
Write-down of intellectual property rights - - - - 490,000
Other 194,063 - 283,155 - 309,715
------------------------------------------------------------------
Operating loss (870,847) (1,590) (1,534,238) (3,890) (2,262,487)
Other income(expense):
Interest income 11,088 - 16,758 - 18,377
Interest expense (292,499) - (524,117) - (537,117)
Other income 47,109 - 47,109 - 47,109
Other expense (41,020) - (51,493) - (51,493)
------------------------------------------------------------------
(275,322) - (511,743) - (523,124)
------------------------------------------------------------------
Loss from continuing operations (1,146,169) (1,590) (2,045,981) (3,890) (2,785,611)
Loss from discontinued operations - - - - (89,357)
------------------------------------------------------------------
Net loss $(1,146,169) $(1,590) $(2,045,981) $ (3,890) $(2,874,968)
===================================================================
Loss per common share $ (0.04) $ (0.00) $ (0.08) $ (0.00)
==================================================
Weighted average shares outstanding 27,270,895 3,808,319 26,228,246 3,800,966
==================================================
See Notes to Consolidated Financial Statements.
BIOPHAN TECHNOLOGIES, INC. (FORMERLY GREATBIO TECHNOLOGIES, INC.)
AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
Period from August
1, 1968 (date of
Nine Months Ended inception) to
November 30, November 30, November 30,
2001 2000 2001
--------------------------------------------------
Cash flows used for operating activities:
Net loss $(2,045,981) $ (3,890) $(2,874,969)
Adjustments to reconcile net loss to net cash
used for operating activities:
Depreciation 3,800 - 3,967
Unrealized loss on marketable securities 51,493 - 51,493
Write-down of intellectual property rights - - 490,000
Amortization of discount on payable to
related party 46,500 - 59,500
Issuance of common stock for services - 1,250 101,108
Issuance of common stock for interest 469,759 - 415,181
Expenses paid by stockholder - 2,640 2,640
Changes in operating assets and liabilities:
Increase in prepaid expenses (86,625) - (86,625)
Increase (decrease)in accounts payable and
accrued expenses 840 - 98,365
Increase(decrease) in due to related parties (189,362) - (62,722)
---------------------------------------
(1,749,576) - (1,802,062)
Cash flows used for investing activities:
Purchase of furniture and equipment (31,448) - (31,448)
Costs of web site development (41,259) - (46,259)
Security deposit (2,933) - (2,933)
Purchase of marketable securities (984,217) - (984,217)
---------------------------------------
(1,059,857) - (1,033,409)
Cash flows provided by financing activities:
Proceeds of bridge loans 986,500 - 986,500
Proceeds from sales of capital stock,
less offering costs 1,783,675 - 1,981,805
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2,770,175 - 2,968,305
---------------------------------------
Net increase(decrease) in cash and equivalents (39,258) - 132,834
Cash and equivalents, beginning 172,092 - -
---------------------------------------
Cash and equivalents, ending $ 132,834 $ - $ 132,834
========================================
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
November 30, 2001
INTERIM FINANCIAL STATEMENTS:
The consolidated financial statements as of November 30, 2001 and for the
three and nine months ended November 30, 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 subsidiaries, LTR Antisense Technology, Inc. ("Antisense") and
MRIC Drug Delivery Systems, LLC (MRIC) (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.
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.
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 operating
revenue to date.
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 provided 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 had 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 was payable by issuance of 73,324 shares of stock at the
maturity date of October 29, 2001 (extended to November 29, 2001). All bridge
lenders exercised their conversion options on November 29, 2001, at which time
the Company issued 1,315,334 shares of common stock to convert the loans to
equity. 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 and $222,196 upon
conversion.
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. Through November 30, 2001, gross proceeds of
$1,914,750 were received adding $9,573 to the common stock account and
$1,905,177, less offering costs of $186,902, to additional paid-in capital.
Additional gross proceeds of $425,000 were received in December 2001.
The conversion of the bridge loans on November 29, 2001 resulted in adding
$6,577 to the common stock account and $979,923 to additional paid-in
capital.
Also from July 2 through November 30, 2001, the Company issued 469,759 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 $2,349 to capital stock and $467,410 to
additional paid-in capital.
In September 2001, the Company redeemed 200,000 shares of stock at its par
value, or $.005 per share.
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:
* Enabling cardiac pacemakers and other life sustaining medical devises
to be safe and compatible with magnetic resonance imaging (MRI) and
other equipment that generates powerful magnetic and radio frequency
signals.
* 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 November 30, 2000, the Company was
inactive, earned no revenues and incurred expenses of $1,590 only 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 November 30, 2001, earning no operating revenues. During the
quarter ended November 30, 2001, the Company pursued the development of its
proprietary technology, incurring research and product development expenses
of $284,035 and other general and administrative expenses of $586,812.
Interest expense of $292,499 for the current quarter includes an amount of
$276,774 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 $1,146,161.
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. Originally, the loans were to mature in October and
December 2001 and interest was payable by issuance of Company common shares
and warrants. The loans were convertible into common shares anytime prior to
maturity at $.75 per share and were converted November 29, 2001.
Through a private placement offering dated July 2, 2001 that was planned to
raise a maximum of $3,000,000, gross proceeds of $1,914,750 were received
through November 30, 2001 and an additional $425,000 in December 2001. The
proceeds have been invested in high quality, highly liquid, short-term
commercial instruments until needed for operating expenses. The proceeds are
to be used for offering expenses and ongoing research and development of the
proprietary technology.
Management believes the cash and short-term investment balances totaling
$1,065,558 at November 30, 2001, along with further equity funding through a
second private offering in January 2002 that is planned to raise a maximum
of $5,000,000, will be sufficient to fund the next twelve months of
operations and beyond.
Currently, the Company does not have a need for material capital expenditures
in the conduct of its research and product development activities.
At November 30, 2001, the Company employed 12 individuals.
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 November 30, 2001, the Company issued an
aggregate of 2,019,530 shares of authorized but previously unnissued common
stock. Of this amount, (i) 482,000 shares were issued for cash of $482,000
($1.00 per share) to 16 investors pursuant to a private placement; (ii)
1,315,334 shares were issued upon conversion of bridge loans of $986,500
($.75 per share) and (iii) 222,196 shares were issued for additional
consideration to the sixteen bridge loan lenders, and were valued at $222,196
($1.00 per share). Proceeds realized from the cash sales were used for
working capital, research and administrative expenses. Offerings costs paid
during the quarter were $34,384.
On September 20, 2001, a shareholder returned 200,000 shares valued at $.005
per share.
The above issuances of shares for cash and for additional consideration to
bridge loan lenders, 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.
Issuance of shares upon conversion of bridge loans were pursuant to the
exemption provided by Section 3(a)9 of the 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
This Item is not applicable to the Company.
Item 5. Other Information
This Item is not applicable to the Company.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
(b) Reports on Form 8-K
There were no reports filed on Form 8-K during the period ended
November 30, 2001.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
BIOPHAN TECHNOLOGIES, INC.
(Registrant)
Date: January 14, 2002
By: /s/ Michael L. Weiner
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Name: Michael L. Weiner,
Title: Chief Executive Officer
By: \s\ Robert J. Wood
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Name: Robert J. Wood
Title: Chief Financial Officer
By: \s\ David A. Miller
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Name: David A. Miller
Title: Secretary