U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
x | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarter ended September 30, 2005
o | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _____ to _____
Commission File Number: 000-27333
MAZAL PLANT PHARMACEUTICALS, INC.
(Exact name of small business issuer as specified in its charter)
Nevada (State of incorporation) | 20-3761221 (IRS Employer ID Number) |
43 West 33rd Street
New York, NY 10001
(Address of principal executive offices)
(212) 695-3334
(Issuer's telephone number)
Akid Corporation
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES x NO o
Number of shares of common stock outstanding as of November 21, 2005: $33,350,000 shares of common stock.
Transitional Small Business Format Yes o No x
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES o NO x
AKID CORPORATION
(A Development Stage Corporation)
CONSOLIDATED BALANCE SHEET
| | | | | |
| | September 30, | | December 31, | |
| | 2005 | | 2004 | |
ASSETS | | | | | |
| | | | | |
CURRENT ASSETS | | | | | |
Cash | | $ | 300 | | | | |
Due from affiliated company | | | 440 | | | | |
Prepaid consulting fees | | | 5,000 | | | | |
Total Current Assets | | | 5,740 | | | | |
| | | | | | | |
OTHER ASSETS - TECHNOLOGY RIGHTS | | | 50,700 | | $ | 50,700 | |
Total Assets | | $ | 56,440 | | $ | 50,700 | |
| | | | | | | |
LIABILITIES AND STOCKHOLDERS’ DEFICIT | | | | | | | |
| | | | | | | |
CURRENT LIABILITIES | | | | | | | |
Bank overdraft | | | | | $ | 458 | |
Advance from individual | | | 51,625 | | | | |
Loans from officers and directors | | | 18,550 | | | | |
Due to affiliated company | | | | | | 50,732 | |
Accrued expenses | | | 76,042 | | | 633 | |
Accrued salaries to officers and directors | | | 73,500 | | | 12,100 | |
Total Current Liabilities | | | 220,175 | | | 63,465 | |
| | | | | | | |
STOCKHOLDERS’ DEFICIT | | | | | | | |
Preferred stock, no par value; authorized 5,000,000 shares; none issued and outstanding | | | | | | | |
Common stock authorized 20,000,000 shares; no par value; issued and outstanding 20,000,000 shares | | | 333,778 | | | 2,673 | |
Accumulated deficit | | | (497,513 | ) | | (15,438 | ) |
Total Stockholders’ Deficit | | | (163,735 | ) | | (12,765 | ) |
Total Liabilities and Stockholders’ Equity (Deficit) | | $ | 56,440 | | $ | 50,700 | |
| | | | | | | |
| | | | | | | |
See accompanying notes to financial statements.
AKID CORPORATION
(A Development Stage Corporation)
CONSOLIDATED STATEMENT OF OPERATIONS
| | | | | | | |
| | | | | | For the Period | |
| | For the Three | | For the Nine | | May 18, 2004 | |
| | Months Ended | | Months Ended | | (Inception) to | |
| | September 30, | | September 30, | | September 30, | |
| | 2005 | | 2005 | | 2005 | |
COSTS AND EXPENSES | | | | | | | |
Operating expenses | | $ | 208,437 | | $ | 420,969 | | $ | 436,096 | |
Stock based compensation | | | 55,250 | | | 61,105 | | | 61,417 | |
Total Costs and Expenses | | | 263,687 | | | 482,074 | | | 497,513 | |
NET LOSS | | $ | (263,687 | ) | $ | (482,074 | ) | $ | (497,513 | ) |
| | | | | | | | | | |
NET LOSS PER COMMON SHARE (BASIC AND DILUTED) | | $ | (0.01 | ) | $ | (0.02 | ) | $ | (0.02 | ) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING | | | | | | 31,477,223 | | | 31,401,728 | |
| | | | | | | | | | |
| | | | | | | | | | |
See accompanying notes to financial statements.
Note: The Company had no operations for the three and nine months ended September 30, 2004.
AKID CORPORATION
(A Development Stage Corporation)
CONSOLIDATED STATEMENT OF CASH FLOWS
| | | | | |
| | | | For the Period | |
| | For the Nine | | May 18, 2004 | |
| | Months Ended | | (Inception) to | |
| | September 30, | | September 30, | |
| | 2005 | | 2005 | |
CASH FLOWS FROM OPERATING ACTIVITIES | | | | | |
Net loss | | $ | (482,074 | ) | $ | (497,513 | ) |
Adjustments to reconcile net loss to cash flows used in operating activities: | | | | | | | |
Merger capitalization adjustment | | | | | | 1,793 | |
Stock based compensation | | | 61,105 | | | 61,417 | |
Increase in prepaid consulting fees | | | (5,000 | ) | | (5,000 | ) |
Due from affiliated company (net) | | | (51,173 | ) | | (51,172 | ) |
Increase in accrued expenses | | | 75,409 | | | 76,042 | |
Increase in accrued salaries to officer and directors | | | 61,400 | | | 73,500 | |
Net Cash Flows Used in Operating Activities | | | (340,333 | ) | | (340,933 | ) |
| | | | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | | |
Bank overdraft | | | 458 | | | 458 | |
Proceeds from the sale of common stock | | | 270,000 | | | 270,000 | |
Loan from individual | | | 51,625 | | | 51,625 | |
Loans from officer and directors | | | 18,550 | | | 18,550 | |
Net Cash Flows provided by Financing Activities | | | 340,633 | | | 340,633 | |
| | | | | | | |
INCREASE (DECREASE) IN CASH | | | 300 | | | 300 | |
| | | | | | | |
CASH, BEGINNING OF PERIOD | | | | | | | |
CASH, END OF PERIOD | | $ | 300 | | $ | 300 | |
| | | | | | | |
SUPPLEMENTAL CASH FLOW INFORMATION: | | | | | | | |
Amount due to Advanced Plant Pharmaceutical, Inc. for technology rights | | | | | $ | 50,000 | |
Issuance of common stock for technology rights | | | | | $ | 700 | |
| | | | | | | |
| | | | | | | |
See accompanying notes to financial statements.
AKID CORPORATION
(A Development Stage Corporation)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE A - CONDENSED FINANCIAL STATEMENTS
In the opinion of the Company, the accompanying unaudited condensed financial statements include all adjustments (consisting only of normal recurring accruals) which are necessary for a fair presentation of the results for the periods presented. Certain information and footnote disclosure, normally included in the financial statements prepared in accordance with generally accepted accounting principles, have been condensed and omitted. The results of operations for the three and nine months ended September 30, 2005 are not indicative of the results of operations for the year ended December 31, 2005. The condensed financial statements should be read in conjunction with the Company’s financial statements included in its Form 8 K filed on September 16, 2005.
NOTE B - GOING CONCERN
As shown in the accompanying financial statements, the Company has incurred net losses of $497,513 since inception and has a negative working capital of $214,435 at September 30, 2005. Management’s plans include the raising of capital through the equity markets to fund future operations, seeking additional acquisitions, and the generating of revenue through its business. Failure to raise adequate capital and generate adequate sales revenues could result in the Company having to curtail or cease operations. Additionally, even if the Company does raise sufficient capital to support its operating expenses and generate adequate revenues, there can be no assurances that the revenue will be sufficient to enable it to develop business to a level where it will generate profits and cash flows from operations. These matters raise substantial doubt about the Company’s ability to continue as a going concern. However, the accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
NOTE C - RELATED PARTY TRANSACTIONS
The officers, which are shareholders of the Company, have employment contracts with the Company. For the three and six months ended June 30, 2005, the officers were paid $148,850 and were owed $23,500.
An affiliated company Advanced Plant Pharmaceuticals, Inc. (a major shareholder) originally transferred technology rights to the Company for $50,700. During the three months ended June 30, 2005, the Company paid Advanced Plant Pharmaceuticals, Inc. $34,422. Advanced Plant Pharmaceuticals, Inc., additionally, charges the company $750 per month for rent.
NOTE D - LOAN FROM INDIVIDUAL
The Company borrowed $101,625 from two individuals. One loan is non-interest bearing and one accrues interest at 10% per annum. The loans are unsecured with no specific repayment dates.
NOTE E - STOCKHOLDERS’ EQUITY
During the quarter ended June 30, 2005, the Company authorized for issuance 140,000 shares of its common stock to consultants for services rendered. The shares were valued at $0.0418 per share. Accordingly, stock based compensation in the amount of $5,855 was recorded.
AKID CORPORATION
(A Development Stage Corporation)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE E - STOCKHOLDERS’ EQUITY (CONTINUED)
During the quarter ended June 30, 2005, the Company sold 50,000 shares of common stock for cash at $0.40 per share aggregating $20,000.
During the quarter ended June 30, 2005, the Company sold 3,800,000 shares of common stock for cash at $0.658 per share aggregating $250,000.
At June 30, 2005, the Company’s authorized capital stock for issuance was 20,000,000 shares. Had all the shares authorized to be issued been issued, the Company would have exceeded it authorization by 11,400,000 shares. See Subsequent Events Note.
In September 2005, the Company authorized issuance of 850,000 shares of its common stock to consultants at $0.065. Accordingly, stock based compensation in the third quarter 2005 will be recorded amounting to $55,250.
NOTE F - SUBSEQUENT EVENTS
On September 15, 2005, a proxy statement was approved whereby the shareholders approved the following: (1) the reincorporation of the Company under the laws of the State of Nevada, (2) an increase in the authorized common stock from 20,000,000 to 100,000,000, (3) the authorization of a par value of $0.001 per share for common stock, and (4) the authorization of 1,000,000 shares of preferred stock at a par value of $0.001 per share. In November 2005, the Certificate of Incorporation was filed.
Forward-Looking Statements
The following discussion should be read in conjunction with the financial statements of Mazal Plant Pharmaceuticals, Inc. (the “Company”), which are included elsewhere in this Form 10-QSB. This Quarterly Report on Form 10-QSB contains forward-looking information. Forward-looking information includes statements relating to future actions, future performance, costs and expenses, interest rates, outcome of contingencies, financial condition, results of operations, liquidity, business strategies, cost savings, objectives of management, and other such matters of the Company. The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking information to encourage companies to provide prospective information about themselves without fear of litigation so long as that information is identified as forward-looking and is accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those projected in the information. Forward-looking information may be included in this Quarterly Report on Form 10-QSB or may be incorporated by reference from other documents filed with the Securities and Exchange Commission (the “SEC”) by the Company. You can find many of these statements by looking for words including, for example, “believes,”“expects,”“anticipates,”“estimates” or similar expressions in this Quarterly Report on Form 10-QSB or in documents incorporated by reference in this Quarterly Report on Form 10-QSB. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events.
We have based the forward-looking statements relating to our operations on our management’s current expectations, estimates and projections about our Company and the industry in which we operate. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that we cannot predict. In particular, we have based many of these forward-looking statements on assumptions about future events that may prove to be inaccurate. Accordingly, our actual results may differ materially from those contemplated by these forward-looking statements. Any differences could result from a variety of factors, including, but not limited to general economic and business conditions, competition, and other factors.
General
We were organized pursuant to the laws of the State of Colorado on April 9, 1998 under the name Akid Corporation. Our only activity prior to June 6, 2005 had been attempts to locate and negotiate with a business entity for the merger of that target company into our Company. Our operations consisted solely of seeking merger or acquisition candidates, and we had no business operations or revenues.
On June 6, 2005, we underwent a change in control and changed the focus of our business. On June 6, 2005, a majority of our common stock was acquired by Advanced Plant Pharmaceuticals, Inc., a Delaware corporation, pursuant to the Share Exchange Agreement, dated May 2005, among Advanced Plant Pharmaceuticals, Inc., the Company, and James B. Wiegand, who was a principal of the Company at the time (the “Share Exchange Agreement”). Pursuant to the Share Exchange Agreement, the Company agreed to issue to Advanced Plant Pharmaceuticals, Inc. 20,000,000 shares of the Company’s common stock. In exchange, Advanced Plant Pharmaceuticals, Inc. transferred to the Company its 7,000,000 shares of the common stock of Mazal Plant Pharmaceuticals, Inc., a Delaware corporation (the “Delaware Mazal”), which represented 68.5% of the issued and outstanding shares of the Delaware Mazal. Following the closing of the Share Exchange Agreement, Advanced Plant Pharmaceuticals, Inc. held a majority of the issued and outstanding common shares of the Company, and the Company held a majority of the issued and outstanding common shares of the Delaware Mazal.
James B. Wiegand, who had been serving as our sole director and officer prior to June 6, 2005, resigned from his positions with us on such date. On June 6, 2005, Mechael Kanovsky was elected to serve as our director and as our Chief Executive Officer and Sam Berkowitz was elected to serve as our Secretary.
Since such change in control, we have been engaging in the development, manufacture, and distribution of plant-based pharmaceutical drugs for the treatment of various human illnesses through our subsidiary, the Delaware Mazal. Our only product currently under development is MAHDL, a plant based drug whose purpose is the reduction of levels of cholesterol in the bloodstream and the prevention of cardiovascular diseases associated with high cholesterol levels.
On November 9, 2005, we changed our state of incorporation from Colorado to Nevada by the merger of the Company with and into its wholly owned subsidiary, Mazal Plant Pharmaceuticals, Inc., a Nevada corporation. As a result of such merger, our Company’s name was changed to Mazal Plant Pharmaceuticals, Inc. in order to better reflect our business operations.
Plan of Operation
For the three months ended September 30, 2005, we had no business operations or revenues. Going forward, we intend to engage in the development and sale of MAHDL and other plant-based pharmaceutical drugs through our subsidiary, the Delaware Mazal.
Over the next twelve months, we intend to continue working towards obtaining from the U.S. Food and Drug Administration the approvals required for marketing and selling MAHDL in the United States. We have completed pre-clinical tests in animals for the purposes of determining MAHDL’s safety, efficacy, and potential toxicity, and an Investigational New Drug Application with the Food and Drug Administration is presently effective. MAHDL has been approved by the Food and Drug Administration for Phase I and Phase II human clinical trials. We estimate that Phase II clinical trials will take about 10 months to complete at a cost of approximately $1,300,000.
We are currently searching for opportunities to enter into a joint venture with a major pharmaceutical distribution company that has the resources and capabilities required for the development and distribution of MAHDL throughout the United States and internationally. Specifically, we are looking for a joint venturer who will provide the following services: complete the development of MAHDL; submit the required documentation to the Food and Drug Administration and secure approval for MAHDL; support MAHDL with pre-launch, launch and ongoing marketing and support activities commensurate with the sales potential; and dedicate and manage a sales force of sufficient numbers to maximize the international market potential for MAHDL.
Results of Operation
Three Months Ended September 30, 2005
For the three months ended September 30, 2005, the Company had no business operations, and, therefore, no revenues, as it had not for the three months ended September 30, 2004. The Company’s operating expenses consist primarily of general administrative fees and professional fees. The Company’s operating expenses for the three months ended September 30, 2005 were $208,437. The Company had no operating expenses for the three months ended September 30, 2004.
Nine Months Ended September 30, 2005
During the nine months ended September 30, 2005, the Company had no business operations, and, therefore, no revenues, as it had not for the nine months ended September 30, 2004. The Company’s operating expenses consist primarily of general administrative fees and professional fees. The Company’s operating expenses for the nine months ended September 30, 2005 were $420,969. The Company had no operating expenses for the nine months ended September 30, 2004.
Liquidity and Capital
We currently do not have sufficient resources to finance our operations. We need to raise additional capital, and are currently attempting to raise funds through the issuance of shares. Although we are confident that we will be able to raise the capital necessary to fund our operations for the next 12 months, there is no assurance that we will be able to obtain such financing in sufficient amounts or on acceptable terms when needed, which could adversely affect our operating results and prospects.
Evaluation of Disclosure Controls and Procedures
Our disclosure controls and procedures are designed to ensure that information required to be disclosed in 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 United States Securities and Exchange Commission. Our Chief Executive Officer and Chief Financial Officer have reviewed the effectiveness of our "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c)) within the end of the period covered by this Quarterly Report on Form 10-QSB and have concluded that the disclosure controls and procedures are effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported in a timely manner. There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the last day they were evaluated by our Chief Executive Officer, who is our principal executive officer and our principal financial officer.
Changes in Internal Controls over Financial Reporting
There have been no changes in our internal control over financial reporting during the last quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
No legal proceedings are pending against the Company or any of our officers or directors, and we have no knowledge that any such proceedings are threatened.
On September 13, 2005, the Company issued to Performance Profiler Quarterly 400,000 shares of its common stock in consideration for services rendered by it in connection with the preparation and publication of an article relating to the Company. The shares were issued under Section 4(2) of the Securities Act of 1933, as amended, and/or Regulation D promulgated by the Securities and Exchange Commission.
Purchases of equity securities by the issuer and affiliated purchasers.
None.
None.
A special meeting (the “Meeting”) of the shareholders of the Company was held on October 31, 2005. 11,390,000 shares of the Company’s common stock were represented at the Meeting in person or by proxy, which shares constituted 57% of the issued and outstanding shares of common stock as of the Meeting’s record date. All of the shares represented at the Meeting were voted in favor of approval of the change of the Company’s state of incorporation from Colorado to Nevada by the merger of the Company with and into its wholly owned subsidiary, Mazal Plant Pharmaceuticals, Inc., a Nevada corporation. All of the shares represented at the Meeting also were voted in favor of the authorization of the differences between the Articles of Incorporation of Mazal Plant Pharmaceuticals, Inc. and the Certificate of Incorporation of the Company, including the following: (1) Change in the Company’s name from Akid Corporation to Mazal Plant Pharmaceuticals, Inc.; (2) Increase in the number of shares of the authorized common stock of the Company from 20,000,000 to 100,000,000 shares of common stock; and (3) Authorization of a class of 1,000,000 million shares of preferred stock.
None.
Exhibit No. | | Description | | Where Found |
| | | | |
31.1 | | Rule 13a-14(a)/15d14(a) Certifications of Principal Executive and Financial Officer | | Attached Hereto |
| | | | |
32.1 | | Section 1350 Certifications | | Attached Hereto |
SIGNATURES
In accordance with to requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| MAZAL PLANT PHARMACEUTICALS, INC. |
| | |
Date: November 21, 2005 | By: | /s/ Mechael Kanovsky |
|
|
| Name: Mechael Kanovsky Title: Chief Executive Officer |