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 |
| 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
The Company has 37,975,000 shares of common stock outstanding as of August 1, 2006.
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
TABLE OF CONTENTS
| | | Page |
| PART I | | |
| Item 1. Financial Statements | | 3 |
| Item 2. Management's Discussion and Analysis or Plan of Operation | | 3 |
| Item 3. Controls and Procedures | | 5 |
| PART II | | |
| Item 1. Legal Proceedings | | 5 |
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | | 5 |
| Item 3. Defaults Upon Senior Securities | | 5 |
| Item 4. Submission of Matters to a Vote of Security Holders | | 5 |
| Item 5. Other Information | | 6 |
| Item 6. Exhibits | | 6 |
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
The accompanying unaudited financial statements of Mazal Plant Pharmaceutical, Inc. (the “Company” or “Mazal”) for the second quarter ended June 30, 2006 have been prepared in accordance with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B, and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders’ equity in conformity with generally accepted accounting principles. In the opinion of the Company’s management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. It is suggested that the unaudited financial statements of the Company for the second quarter ended June 30, 2006 be read in conjunction with the year-end consolidated financial statements and notes thereto included in our Annual Report on Form 10-KSB for the year ended December 31, 2005. Operating results of the Company for the six months ended June 30, 2006 are not necessarily indicative of the results that can be expected for the year ending December 31, 2006 or for any other period.
The financial statements are set forth immediately following the signature page.
Item 2. Management’s Discussion and Analysis or Plan of Operation.
Forward-Looking Statements
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
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.
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. Our only product currently under development is MAHDL-01, 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.
Plan of Operation
For the six months ended June 30, 2006, we had no operating revenues. Total expenses during such period were $620,279 compared to 218,387 for the year ended June 30, 2005. Expenses for the three months ended June 30, 2006 were 109,935 compare to 167,411 for the same period ended June 30, 2005. Such expenses consisted primarily of stock-based compensation, salaries and professional fees. Going forward, we intend to engage in the development and sale of MAHDL-01 and other plant-based pharmaceutical drugs through our subsidiary, the Delaware Mazal.
Over the next twelve months, we intend to commence with Phase I/II studies when we raise the full amount of funds needed to do the study. The trial itself should take about one year to complete with enrolment taking about 3 months, the trial itself taking 6 months, and analysis of the data and generation of a report an additional 3 months. The funding sources for the trial will be partially from investors.
On November 17, 2005, the Company executed a Letter of Intent to enter into a possible joint venture with Punzi Medical Center (“PMC”) in connection with the performance of the Phase II and Phase III human clinical trials of MAHDL-01. Subject to the terms and conditions of the agreement, PMC will (a) fund all costs and expenses incurred in connection with the clinical trials, (b) make its facilities available for the conduct of the clinical trials, and (c) provide consulting services to the Company with respect to the conduct of the clinical trials and their approval by the FDA. In consideration for the obligations of PMC, the Company will pay royalties equal to an agreed upon percentage of the net revenues generated by any sales of MAHDL-01 to PMC during an agreed upon time period following the FDA’s final approval.
On July 31, 2006, we entered into an Interim Letter of Agreement with Dr. Veronica Motiram for a Phase I/II, double-blind, placebo and active controlled, randomized, parallel-group study to evaluate the safety and efficacy of MAHDL-01 alone and as an adjunct to statin therapy, versus placebo or statin therapy alone, in increasing HDL in subjects with hypoalphalipoproteinemia. The studies shall be conducted at the Neuro Psychiatric Center of the Palm Beaches, Boynton Beach, FLA. The agreement calls for a minimum number of subjects of ten and a maximum of four hundred. Dr. Veronica Motiram will receive $2,500 per subject who completes the study, where fifty percent (50%) will be paid in cash and the remaining fifty percent (50%) will be paid in shares of the Company's common stock.
Off-balance sheet arrangements
We have no off-balance sheet arrangements.
Item 3. Controls and Procedures.
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.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
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.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
On February 7, 2006, the Company authorized the issuance of 200,000 shares of its common stock to Malcolm Jennings, at $0.25 per share pursuant to a private placement. The shares were issued under Regulation S promulgated by the Securities and Exchange Commission
On April 11, 2006, the Company authorized the issuance of 400,000 shares of its common stock to Malcolm Jennings at $0.25 per share pursuant to a private placement. The shares were issued under Regulation S promulgated by the Securities and Exchange Commission
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information.
None.
Item 6. Exhibits
Exhibit No. | Description | Where Found |
| | | |
| 31.1 | Rule 13a-14(a)/15d14(a)
Certifications of Chief Executive Officer | Attached Hereto |
| | | |
| 31.2 | Rule 13a-14(a)/15d14(a)
Certifications of Chief Financial Officer | Attached Hereto |
| | | |
| 32.1 | Section 1350 Certifications | Attached Hereto |
| | | |
| 32.2 | 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.
| | | |
| | MAZAL PLANT PHARMACEUTICALS, INC. |
|
|
|
| Dated: August 28, 2006 | By: | /s/ Mechael Kanovsky |
| |
Name: Mechael Kanovsky |
| | Title: Chief Executive Officer |
ITEM 1 FINANCIAL STATEMENTS
MAZAL PLANT PHARMACEUTICALS, INC.
(Formerly AKID Corporation)
(A Development Stage Corporation)
BALANCE SHEETS
| | | June 30,
2006 | | December 31,
2005 | |
| | | (Unaudited) | | | |
| ASSETS | | | | | |
| CURRENT ASSETS | | | | | |
| Cash | | $ | 3,282 | | $ | 11,487 | |
| Prepaid salaries - stockholders | | | 9,882 | | | 31,550 | |
| Total Current Assets | | | 13,164 | | | 43,037 | |
| OTHER ASSETS | | | | | | | |
| Technology rights | | | 50,700 | | | 50,700 | |
| Due from affiliated companies | | | 12,984 | | | 6,267 | |
| Total Other Assets | | | 63,684 | | | 56,967 | |
| Total Assets | | $ | 76,848 | | $ | 100,004 | |
| |
| LIABILITIES AND STOCKHOLDERS' DEFICIT | | | | | | | |
| CURRENT LIABILITIES | | | | | | | |
| Accounts payable | | $ | 46,554 | | $ | 57,086 | |
| Accrued expenses | | | 95,973 | | | 41,200 | |
| Accrued salaries - stockholders | | | 46,400 | | | 30,018 | |
| Deposits to acquire common stock | | | 67,500 | | | | |
| Loan payable - stockholder | | | 50,000 | | | 50,000 | |
| Total Current Liabilities | | | 306,427 | | | 178,304 | |
| STOCKHOLDERS' DEFICIT | | | | | | | |
| Preferred stock, no par value; authorized | | | | | | | |
| 1,000,000 shares; none issued and outstanding | | | | | | | |
| Common stock authorized 100,000,000 shares; no par value; 38,180,500 and | | | | | | | |
| 37,280,500 shares issued and outstanding at June 30, 2006 | | | | | | | |
| and December 31, 2005, respectively | | | 4,755,810 | | | 4,286,810 | |
| Accumulated deficit | | | (4,985,389 | ) | | (4,365,110 | ) |
| Total Stockholders' Deficit | | | (229,579 | ) | | (78,300 | ) |
| Total Liabilities and Stockholders' Deficit | | $ | 76,848 | | $ | 100,004 | |
See accompanying notes to financial statements.
MAZAL PLANT PHARMACEUTICALS, INC.
(Formerly AKID Corporation)
(A Development Stage Corporation)
STATEMENTS OF OPERATIONS (UNAUDITED)
| | | For the Three Months Ended
June 30, | | For the Six Months Ended
June 30, | | Cumulative
Inception
(October 10, 2002) to | |
| | | 2006 | | 2005 | | 2006 | | 2005 | | June 30, 2006 | |
| | | | | (Restated) | | | | (Restated) | | | |
| COSTS AND EXPENSES | | | | | | | | | | | |
| Compensation - stockholders | | $ | 56,700 | | $ | 65,205 | | $ | 221,400 | | $ | 107,215 | | $ | 553,676 | |
| General and administrative expenses | | | 53,235 | | | 102,206 | | | 398,879 | | | 111,172 | | | 4,430,053 | |
| |
| Total Costs and Expenses | | | 109,935 | | | 167,411 | | | 620,279 | | | 218,387 | | | 4,983,729 | |
| |
| NET LOSS | | $ | (109,935 | ) | $ | (167,411 | ) | $ | (620,279 | ) | $ | (218,387 | ) | $ | (4,983,729 | ) |
| |
| NET LOSS PER COMMON SHARE | | | | | | | | | | | | | | | | |
| (Basic and diluted) | | $ | (0.01 | ) | $ | (0.01 | ) | $ | (0.02 | ) | $ | (0.01 | ) | $ | (0.15 | ) |
| |
| WEIGHTED AVERAGE NUMBER OF | | | | | | | | | | | | | | | | |
| COMMON SHARES OUTSTANDING | | | 38,136,544 | | | 28,063,363 | | | 37,879,948 | | | 27,825,448 | | | 33,191,625 | |
| |
See accompanying notes to financial statements.
MAZAL PLANT PHARMACEUTICALS, INC.
(Formerly AKID Corporation)
(A Development Stage Corporation)
STATEMENTS OF CASH FLOWS (UNAUDITED)
| | | For the Six
Months Ended
June 30, 2006 | | For the Six
Months Ended
June 30, 2005 | | For the Period
May 18, 2004
(Inception) to
June 30, 2006 | |
| | | | | | | | |
| CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | | |
| Net loss | | $ | (620,279 | ) | $ | (218,387 | ) | $ | (4,983,729 | ) |
| Adjustments to reconcile net loss to cash flows | | | | | | | | | | |
| used in operating activities: | | | | | | | | | | |
| Stock based compensation | | | 324,000 | | | 5,855 | | | 4,056,449 | |
| Changes in operating assets and liabilities: | | | | | | | | | | |
| Decrease (increase) in prepaid salaries - | | | | | | | | | | |
| stockholders | | | 21,668 | | | (13,200 | ) | | (9,882 | ) |
| Increase in due from affiliated companies | | | (6,717 | ) | | -- | | | (12,984 | ) |
| (Decrease) increase in accounts payable | | | (10,532 | ) | | 634 | | | 46,554 | |
| Increase in accrued expenses | | | 54,773 | | | 25,069 | | | 95,973 | |
| Increase in accrued salaries - stockholders | | | 16,382 | | | 4,600 | | | 46,400 | |
| Net Cash Used in Operating Activities | | | (220,705 | ) | | (195,429 | ) | | (761,219 | ) |
| |
| CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | | | | | |
| Advances from Advanced Plant Pharmaceuticals, Inc. | | | -- | | | -- | | | 733 | |
| Payments on due to Advanced Plant Pharmaceuticals, Inc. | | | -- | | | (34,422 | ) | | (50,732 | ) |
| Proceeds from loan payable - stockholder | | | -- | | | 50,000 | | | 50,000 | |
| Proceeds from deposits to acquire stock | | | 67,500 | | | -- | | | 67,500 | |
| Proceeds from issuance of common stock | | | 150,000 | | | 270,000 | | | 820,000 | |
| Costs paid in private placement of common stock | | | (5,000 | ) | | -- | | | (123,000 | ) |
| Net Cash Provided by Financing Activities | | | 212,500 | | | 285,578 | | | 764,501 | |
| |
| (DECREASE) INCREASE IN CASH | | | (8,205 | ) | | 90,149 | | | 3,282 | |
| CASH, BEGINNING OF PERIOD | | | 11,487 | | | -- | | | -- | |
| |
| CASH, END OF PERIOD | | $ | 3,282 | | $ | 90,149 | | $ | 3,282 | |
| |
| SUPPLEMENTAL CASH FLOW INFORMATION | | | | | | | | | | |
| NON-CASH INVESTING AND FINANCING TRANSACTIONS: | | | | | | | | | | |
| Amount due to Advanced Plant Pharmaceuticals, Inc. | | | | | | | | | | |
| for technology rights | | $ | -- | | $ | -- | | $ | 50,000 | |
| |
| Issuance of common stock for technology rights | | $ | -- | | $ | -- | | $ | 700 | |
| |
| Issuance of common stock as compensation | | $ | 324,000 | | $ | 5,855 | | $ | 4,056,449 | |
See accompanying notes to financial statements.
MAZAL PLANT PHARMACEUTICALS, INC.
(Formerly AKID Corporation)
(A Development Stage Corporation)
STATEMENTS OF STOCKHOLDERS’ DEFICIT
For the Period May 18, 2004 (Inception) to June 30, 2006
| | | Common Stock | | | | | | | |
| | | Shares | | Amount | | Additional
Paid in
Capital | | Accumulated
Deficit | | Total
Stockholders’
Deficit | |
| | | | | | | | | | | | |
| Mazal Plant Pharmaceuticals, Inc. | | | 10,130,000 | | $ | 1,013 | | | -- | | | -- | | $ | 1,013 | |
| Total Mazal Plant Pharmaceuticals, | | | | | | | | | | | | | | | | |
| Inc. prior to reverse merger | | | 10,130,000 | | | 1,013 | | | -- | | | -- | | | 1,013 | |
| Reverse Merger | | | | | | | | | | | | | | | | |
| Merger with AKID Corporation | | | | | | | | | | | | | | | | |
| Cancellation of Mazal Plant | | | | | | | | | | | | | | | | |
| Pharmaceuticals, Inc. common | | | | | | | | �� | | | | | | | | |
| stock | | | (10,130,000 | ) | | (1,013 | ) | $ | 1,013 | | | -- | | | -- | |
| Equity of AKID Corporation | | | 1,230,000 | | | 2,673 | | | 25,840 | | $ | (28,513 | ) | | -- | |
| Issuance of 20,000,000 shares | | | | | | | | | | | | | | | | |
| in exchange for 7,000,000 shares | | | | | | | | | | | | | | | | |
| of Mazal | | | 20,000,000 | | | -- | | | -- | | | -- | | | -- | |
| Issuance of 6,180,000 shares in | | | | | | | | | | | | | | | | |
| exchange for 3,130,000 shares | | | | | | | | | | | | | | | | |
| of Mazal | | | 6,180,000 | | | -- | | | -- | | | -- | | | -- | |
| Capitalization of AKID net loss | | | -- | | | -- | | | (26,853 | ) | | 26,853 | | | -- | |
| Net loss for the period April 1 | | | | | | | | | | | | | | | | |
| (Inception) to December 31, 2004 | | | -- | | | -- | | | -- | | | (13,778 | ) | | (13,778 | ) |
| Balance, December 31, 2004 | | | 27,410,000 | | | 2,673 | | | -- | | | (15,438 | ) | | (12,765 | ) |
| | | | | | | | | | | | | | | | | |
| Common stock issued January | | | | | | | | | | | | | | | | |
| 2005 for services at $0.0001 | | | 156,000 | | | 16 | | | -- | | | -- | | | 16 | |
| Common stock issued March | | | | | | | | | | | | | | | | |
| 2005 for services at $0.0001 | | | 100,000 | | | 10 | | | -- | | | -- | | | 10 | |
| Common stock issued April 6, | | | | | | | | | | | | | | | | |
| 2005 for cash at $0.20 | | | 100,000 | | | 20,000 | | | -- | | | -- | | | 20,000 | |
| Common stock issued April 19, | | | | | | | | | | | | | | | | |
| 2005 for services at $0.0658 | | | 120,000 | | | 24,000 | | | -- | | | -- | | | 24,000 | |
| Common stock issued June 6, | | | | | | | | | | | | | | | | |
| 2005 for services at $0.0658 | | | 600,000 | | | 39,480 | | | -- | | | -- | | | 39,480 | |
| Common stock issued June 30, | | | | | | | | | | | | | | | | |
| 2005 for cash at $0.0658 | | | 3,800,000 | | | 250,000 | | | -- | | | -- | | | 250,000 | |
| Common stock issued August 1, | | | | | | | | | | | | | | | | |
| 2005 for services at $0.0658 | | | 500,000 | | | 32,900 | | | -- | | | -- | | | 32,900 | |
| Common stock issued August 1, | | | | | | | | | | | | | | | | |
| 2005 for cash at $0.417 | | | 120,000 | | | 50,000 | | | -- | | | -- | | | 50,000 | |
| Common stock issued September 26, | | | | | | | | | | | | | | | | |
| 2005 for services at $0.417 | | | 200,000 | | | 83,400 | | | -- | | | -- | | | 83,400 | |
| Common stock issued September 26, | | | | | | | | | | | | | | | | |
| 2005 for services at $0.417 | | | 200,000 | | | 83,400 | | | -- | | | -- | | | 83,400 | |
See accompanying notes to financial statements.
MAZAL PLANT PHARMACEUTICALS, INC.
(Formerly AKID Corporation)
(A Development Stage Corporation)
STATEMENT OF STOCKHOLDERS’ DEFICIT
For the Period May 18, 2004 (Inception) to June 30, 2006
| | | Common Stock | | | | | | | |
| | | Shares | | Amount | | Additional
Paid in
Capital | | Accumulated
Deficit | | Total
Stockholders’
Deficit | |
| Common stock issued September 26, | | | | | | | | | | | |
| 2005 for services at $0.417 | | | 50,000 | | $ | 20,850 | | | -- | | | -- | | $ | 20,850 | |
| Common stock issued October 31, | | | | | | | | | | | | | | | | |
| 2005 for cash at $0.40 | | | 1,200,000 | | | 300,000 | | | -- | | | -- | | | 300,000 | |
| Costs incurred in private placement | | | -- | | | (118,000 | ) | | -- | | | -- | | | (118,000 | ) |
| Fair market value of 1,000,000 | | | | | | | | | | | | | | | | |
| options issued with common | | | | | | | | | | | | | | | | |
| stock subscription | | | -- | | | 569,656 | | | -- | | | -- | | | 569,656 | |
| Common stock issued November 15, | | | | | | | | | | | | | | | | |
| 2005 for services at $1.03 | | | 800,000 | | | 824,000 | | | -- | | | -- | | | 824,000 | |
| Common stock issued December 7, | | | | | | | | | | | | | | | | |
| 2005 for services at $1.25 | | | 1,000,000 | | | 1,250,000 | | | -- | | | -- | | | 1,250,000 | |
| Common stock issued December 13, | | | | | | | | | | | | | | | | |
| 2005 for cash at $0.40 | | | 200,000 | | | 50,000 | | | -- | | | -- | | | 50,000 | |
| Common stock issued December 15, | | | | | | | | | | | | | | | | |
| 2005 for late registration filing | | | | | | | | | | | | | | | | |
| at $1.15 | | | 149,500 | | | 171,925 | | | -- | | | -- | | | 171,925 | |
| Common stock issued December 19, | | | | | | | | | | | | | | | | |
| 2005 for services at $1.10 | | | 75,000 | | | 82,500 | | | -- | | | -- | | | 82,500 | |
| Common stock issued December 19, | | | | | | | | | | | | | | | | |
| 2005 for late registration filing | | | | | | | | | | | | | | | | |
| at $1.10 | | | 500,000 | | | 550,000 | | | -- | | | -- | | | 550,000 | |
| Net loss for the year ended | | | | | | | | | | | | | | | | |
| December 31, 2005 | | | -- | | | -- | | | -- | | $ | (4,349,672 | ) | | (4,349,672 | ) |
| Balance, December 31, 2005 | | | 37,280,500 | | | 4,286,810 | | | -- | | | (4,365,110 | ) | | (78,300 | ) |
| | | | | | | | | | | | | | | | | |
| Common stock issued January 24, | | | | | | | | | | | | | | | | |
| 2006 for services at $1.08 | | | 200,000 | | | 216,000 | | | -- | | | -- | | | 216,000 | |
| Common stock issued January 25, | | | | | | | | | | | | | | | | |
| 2006 for services at $1.08 | | | 100,000 | | | 108,000 | | | -- | | | -- | | | 108,000 | |
| Common stock issued February 7, | | | | | | | | | | | | | | | | |
| 2006 for cash at $0.25 | | | 200,000 | | | 50,000 | | | -- | | | -- | | | 50,000 | |
| Costs incurred in private placement | | | -- | | | (5,000 | ) | | -- | | | -- | | | (5,000 | ) |
| Common stock issued April 11, | | | | | | | | | | | | | | | | |
| 2006 for cash at $0.25 | | | 400,000 | | | 100,000 | | | -- | | | -- | | | 100,000 | |
| Net loss for the six months ended | | | | | | | | | | | | | | | | |
| June 30, 2006 | | | -- | | | -- | | | -- | | | (620,279 | ) | | (620,279 | ) |
| Balance, June 30, 2006 | | | 38,180,500 | | $ | 4,755,810 | | $ | -- | | $ | (4,985,389 | ) | $ | (229,579 | ) |
See accompanying notes to financial statements.
MAZAL PLANT PHARMACEUTICALS, INC.
(Formerly AKID Corporation)
(A Development Stage Corporation)
NOTES TO FINANCIAL STATEMENTS
June 30, 2006
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 month and six month periods ended June 30, 2006 are not indicative of the results of operations for the year ended December 31, 2006. The condensed financial statements should be read in conjunction with the Company’s financial statements included in its Annual Form 10KSB for the year ended December 31, 2005.
NOTE B - GOING CONCERN
As shown in the accompanying financial statements, the Company has incurred net losses of $4,985,389 since inception and has a negative working capital of $293,263 at June 30, 2006. 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
During the six months ended June 30, 2006, the company paid expenses of $2,217 on behalf of Advanced Plant Pharmaceuticals, Inc., (“APPI”) a major stockholder of the Company, resulting in a balance due from APPI of $8,484 at June 30, 2006.
In January 2006, in connection with the monthly office lease for its corporate office space in New York, assumed from APPI, the Company commenced charging $750 a month rent to Amazon Biotech, Inc., (“Amazon”) an affiliated company. At June 30, 2006, the amount due from Amazon was $4,500.
NOTE D - DEPOSITS TO ACQUIRE COMMON STOCK
The deposits to acquire common stock at June 30, 2006, amounting to $67,500 represents cash received to acquire shares of common stock for which there are no written agreements at the present time. The deposits are non-interest bearing.
MAZAL PLANT PHARMACEUTICALS, INC.
(Formerly AKID Corporation)
(A Development Stage Corporation)
NOTES TO FINANCIAL STATEMENTS
June 30, 2006
NOTE E - STOCKHOLDERS’ EQUITY
On January 24, 2006, the Company issued 200,000 shares of its common stock to a consultant for services rendered. The shares were valued at $1.08 per share. Accordingly, stock based compensation in the amount of $216,000 was recorded.
On January 25, 2006, the Company issued 100,000 shares of its common stock to its President at $1.08 per share. Accordingly, stock based compensation in the amount of $108,000 was recorded.
On February 7, 2006, the Company approved the issuance of 200,000 shares of its common stock at $0.25 per share pursuant to a private placement. The Company incurred $5,000 in expenses related to the private placement and realized $45,000.
On April 11, 2006, the Company approved the issuance of 400,000 shares of its common stock at $0.25 per share pursuant to a private placement realizing $100,000.
NOTE F - STOCK OPTIONS
At June 30, 2006, the Company had outstanding options to purchase 1,000,000 shares of the Company’s common stock at a price of $0.50 per share. The options are exercisable and expire in October 2008.
NOTE G - COMMITMENTS AND CONTINGENCIES
The Company has employment agreements with five employees who are also stockholders of the Company. At June 30, 2006, the Company has a total liability for accrued salaries of $46,400. There could be certain payroll tax liabilities owed to the Internal Revenue Service on some of the payments.
NOTE H - SUBSEQUENT EVENTS
On July 1, 2006, the Company authorized the issuance of 244,000 shares of its common stock for cash at $0.25 per share realizing $61,000.
On July 11, 2006, the Company amended its 2005 Stock Compensation Plan to allow for the issuance of 3,500,000 shares, an increase of 2,500,000 shares.
On July 17, 2006, the Company entered into a consulting agreement whereby the consultant is to introduce medical clinics and assist in the development of clinical trials for the Company for a term of one year. Either party may terminate the contract with or without cause upon thirty days written notice. The agreement calls for the issuance of 500,000 shares of the Company’s common stock upon signing and 1,500,000 shares of the Company’s common stock upon the Company receiving a letter of intent from a medical center that has previously performed clinical trials for a major pharmaceutical company, to perform clinical trials at competitive rates, in which at least one third (33%) of the payment shall be in shares of the Company’s common stock.
MAZAL PLANT PHARMACEUTICALS, INC.
(Formerly AKID Corporation)
(A Development Stage Corporation)
NOTES TO FINANCIAL STATEMENTS
June 30, 2006
NOTE H - SUBSEQUENT EVENTS (CONTINUED)
On July 31, 2006, the Company entered into an Interim Letter of Agreement for a Phase I/II, double-blind, placebo and active-controlled, randomized, parallel-group study to evaluate the safety and efficacy of MAHDL01 alone and as an adjunct to statin therapy, versus placebo or statin therapy alone, in increasing HDL in subjects with hypoalphalipoproteinemia who are maintaining a restricted diet. The agreement calls for a minimum number of subjects of ten and a maximum of four hundred. The Company is responsible for all external direct trial expenses. The consultant will receive $2,500 per subject who completes the study, where fifty percent (50%) will be paid in cash and the remaining fifty percent (50%) will be paid in shares of the Company’s common stock.
