SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended December 31, 2001
Commission file number 1-9431
ESCAGENETICS CORPORATION
(Name of Small Business Issuer in Its Charter)
| Delaware (State or Other Jurisdiction of Incorporation or Organization) | 94-3012230 (I.R.S. Employer Identification No.) | |
| Suite 605, 1075 Bellevue Way NE, Bellevue, WA (Address of Principal Executive Offices) | 98004 (Zip Code) |
(206) 901-3595
(Issuer's Telephone Number, Including Area Code)
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 past 90 days.
| Yes /x/ | No / / |
Check whether the issuer has filed all documents and reports required to be filed by Section 12, 13, or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.
| Yes /x/ | No / / |
The number of shares of the issuer's common stock outstanding as of January 31, 2002 was 73,402,516 shares, par value $0.0001 per share.
ESCAGENETICS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Unaudited)
| | December 31, 2001 | ||||||
|---|---|---|---|---|---|---|---|
| ASSETS | |||||||
| Current assets: | |||||||
| Cash | $ | 4,000 | |||||
| Total assets | $ | 4,000 | |||||
LIABILITIES AND SHAREHOLDERS' EQUITY DEFICIENCY | |||||||
| Current liabilities: | |||||||
| Accounts payable | $ | 3,000 | |||||
| Due to Genesee Holdings, Inc. | 220,000 | ||||||
| Total liabilities | 223,000 | ||||||
Shareholders' equity deficiency: | |||||||
| Preferred stock; $0.01 par value; 1,000,000 shares authorized; none issued or outstanding | |||||||
| Common stock; $0.0001 par value; 101,000,000 shares authorized; 73,402,516 shares issued and outstanding | 7,000 | ||||||
| Additional paid-in capital | 134,000 | ||||||
| Accumulated deficit | (360,000 | ) | |||||
| Total shareholders' equity deficiency | (219,000 | ) | |||||
| Total liabilities and shareholders' equity deficiency | $ | 4,000 | |||||
See footnote to financial statements
ESCAGENETICS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| | Three months ended December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| | 2001 | 2000 | |||||||
| Revenues: | |||||||||
| Miscellaneous | $ | 0 | $ | 0 | |||||
Operating expenses: | |||||||||
| Accounting and legal | 9,000 | 7,000 | |||||||
| General and administrative | 6,000 | 6,000 | |||||||
| Total expenses | 15,000 | 13,000 | |||||||
Net loss | (15,000 | ) | (13,000 | ) | |||||
Accumulated deficit, beginning of period | (345,000 | ) | (307,000 | ) | |||||
| Accumulated deficit, end of period | $ | (360,000 | ) | $ | (320,000 | ) | |||
Net loss per share | $ | (0.00 | ) | $ | (0.00 | ) | |||
Weighted average common shares outstanding | 73,402,516 | 73,402,516 | |||||||
See footnote to financial statements
ESCAGENETICS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| | Three months ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| | 2001 | 2000 | ||||||||
| Cash flows from operating activities: | ||||||||||
| Net loss | $ | (15,000 | ) | $ | (13,000 | ) | ||||
| Changes in accounts payable: | (3,000 | ) | (3,000 | ) | ||||||
| Net cash used in operating activities | (18,000 | ) | (16,000 | ) | ||||||
Cash flows from financing activities: | ||||||||||
| Advances from Genesee Holdings, Inc. | 11,000 | 15,000 | ||||||||
| Net (decrease) in cash | (7,000 | ) | (1,000 | ) | ||||||
| Cash at beginning of period | 11,000 | 1,000 | ||||||||
| Cash at end of period | $ | 4,000 | $ | 0 | ||||||
See footnote to financial statements
ESCAGENETICS CORPORATION AND SUBSIDIARIES
NOTE TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTH PERIODS ENDED DECEMBER 31, 2001 AND 2002
The consolidated financial statements for the three month periods ended December 31, 2001 and 2000 are unaudited and reflect all adjustments which are, in the opinion of management, necessary for the fair presentation of the financial position and operating results for the periods presented. Certain footnote disclosures normally included with financial statements prepared in accordance with generally accepted accounting principles have been omitted from these consolidated financial statements. Accordingly, these unaudited consolidated financial statements should be read in conjunction with the September 30, 2001 audited consolidated financial statements and notes thereto included in the Company's annual report on Form 10-KSB for the year ended September 30, 2001.
Effective as of August 22, 1996 the Company was reorganized pursuant to a plan of reorganization that was confirmed by the US Bankruptcy Court. The Company has had no revenues from operations since the reorganization date. The Company does not plan to continue the business activities that it previously conducted. It plans to pursue a business combination or other strategic transaction. No candidate for such a transaction has been identified. The Company believes its status as a public company may be attractive to a private company wishing to avoid an initial public offering but there is no guarantee that a business combination or other strategic transaction will be consummated.
The Company expects to fund its expenses during fiscal 2002 with advances from its majority shareholder, Genesee Holdings, Inc. ("Holdings"). These advances are expected to total approximately $50,000 during fiscal 2002. The Company expects Holdings to continue to fund its expenses until a business combination or other strategic transaction is consummated. There is no guarantee that the Company is a viable party for a business combination or other strategic transaction. If a business combination or other strategic transaction is not consummated in a timeframe suitable to Holdings or cannot be consummated due to excessive cost or for any other reason, Holdings will cease to advance funds to the Company.
The Company has no employees and no fixed assets. The Company does not anticipate hiring any employees or purchasing any assets until such time as a business combination or other strategic transaction is consummated or is imminent.
None.
ITEM 2—Changes in Securities and Use of Proceeds
None.
ITEM 3—Defaults Upon Senior Securities
None.
ITEM 4—Submission of Matters to a Vote of Security Holders
None
None.
ITEM 6—Exhibits and Reports on Form 8-K
| Exhibit # | | Exhibit Title | ||
|---|---|---|---|---|
| 3.1 | * | Certificate of incorporation | ||
| 3.2 | ** | By-laws |
| * | Incorporated by reference to the Company's Form 10-QSB for the quarter ended December 31, 1998. | |
** | Incorporated by reference to the Company's Form 10-QSB for the quarter ended December 31, 1996. |
One Form 8-K was filed during the quarter ended December 31, 2001. It was dated December 24, 2001 and reported the resignation of Bader Martin Ross & Smith, P.S. ("BMRS") as the Company's independent auditors.
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ESCAGENETICS CORPORATION | ||||
| By | /s/ MICHELLE KLINE Michelle Kline President and Treasurer (Principal Executive Officer and Principal Financial Officer) | |||
| Dated: February 20, 2002 | ||||
