374Water (SCWO) 10QSB 2006 Q3 Quarterly report (small business)

United States Securities and Exchange Commission

Washington D.C. 20549

Form 10-QSB

þ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarterly Period ended September30, 2006

o Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission file number: 000-27866

VYREX CORPORATION

(Name of small business issuer as specified in its charter)

Delaware	88-0271109
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

2159 Avenida de la Playa, La Jolla, California, 92037

(Address of principal executive offices)

(858) 454-4446
(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 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.

Yesþ      Noo

Applicable Only to Issuers Involved in Bankruptcy
Proceedings During the Preceding Five Years

Check whether the registrant filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan by a court.

Yeso      Noo

Applicable Only to Corporate Issuers

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yeso      Noo

State the number of shares outstanding of each of the issuer’s classes of common equity, as of latest practicable date:

As of September 30, 2006, there are 1,019,144 shares of common stock outstanding and warrants to purchase 12,000 shares of common stock outstanding.

Transitional Small Business Disclosure Format

Yeso      Noþ

Vyrex Corporation
Index to Form 10-QSB

Part I Financial Information
Item 1 — Financial Statements
Condensed Balance Sheets	3
Condensed Statements of Operations	4
Condensed Statements of Cash Flows	5
Notes to Condensed Financial Statements	6
Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations	8
Item 3 — Controls and Procedures	9
Part II Other Information	10
Item 1 — Legal Proceedings	10
Item 2 — Changes in Securities	10
Item 3 — Defaults upon Senior Securities	10
Item 4 — Submission of Matters to a Vote of Security Holders	10
Item 5 — Other Information	10
Item 6 — Exhibits	10
Signatures	10
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 32.1
EXHIBIT 32.2

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PART I Financial Information

Item 1. Financial Statements

Vyrex Corporation
(a development stage enterprise)

Condensed Balance Sheets

(Unaudited)

	Sep 30, 2006			Dec 31, 2005
Assets
Cash and cash equivalents	$	2,075		$	2,250
Accounts receivable		2,350			22,500
Investment in available-for-sale securities		18,031			20,179
Total assets	$	22,456		$	44,929
Liabilities and stockholders’ deficiency
Accounts payable	$	132,321		$	89,735
Accrued liabilities and accrued vacation		58,540			44,730
Accrued payroll		20,636			20,637
Notes payable		200,000			200,000
Total liabilities		411,497			355,102
Commitments and contingencies
Stockholders’ deficiency:
Preferred stock, $.0001 par value; 50,000,000 shares authorized; none issued
Common stock, $.0001 par value; 200,000,000 shares authorized; 1,019,144 issued and outstanding (as adjusted for a twelve for one hundred reverse split)		102			102
Additional paid-in capital		13,114,487			13,114,487
Accumulated other comprehensive income		13,597			15,746
Deficit accumulated during the development stage		(13,517,227	)		(13,440,508	)
Total stockholders’ deficiency		(389,041	)		(310,173	)
Total liabilities and stockholders’ deficiency	$	22,456		$	44,929

The accompanying notes are an integral part of these financial statements.

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Vyrex Corporation
(a development stage enterprise)

Condensed Statements of Operations

(Unaudited)

	Three Months Ended						Nine Months Ended						Cumulative
	Sep 30,						Sep 30,						From
	2006			2005			2006			2005			Inception
Licensing and royalty revenue	$	2,350		$	22,500		$	38,200		$	75,000		$	891,399
Operating expenses:
Research and development		7,500			7,462			7,525			7,595			6,486,278
Marketing and selling														438,664
General and administrative		39,122			35,800			92,504			99,128			6,421,174
Total operating expenses		46,622			43,262			100,029			106,723			13,346,116
Loss from operations		(44,272	)		(20,762	)		(61,829	)		(31,723	)		(12,454,717	)
Other income (expense):
Interest income		5			20			69			53			476,113
Other income														4,434
Loss on disposal of fixed assets														(13,664	)
Interest expense		(5,041	)		(5,541	)		(14,959	)		(16,639	)		(179,493	)
Charge from issuance of stock options for bridge financing		—			—			—			—			(1,349,900	)
Total other expense		(5,036	)		(5,521	)		(14,890	)		(16,586	)		(1,062,510	)
Net loss	$	(49,308	)	$	(26,283	)	$	(76,719	)	$	(48,309	)	$	(13,517,227	)
Net loss per share — basic and diluted	$	(0.05	)	$	(0.03	)	$	(0.08	)	$	(0.05	)
Weighted-average of common shares outstanding basic and diluted (as adjusted for a twelve for one hundred reverse split)		1,019,144			1,019,144			1,019,144			1,019,144

The accompanying notes are an integral part of these financial statements.

4

Vyrex Corporation
(a development stage enterprise)

Condensed Statements of Cash Flows

(Unaudited)

							Cumulative
	Nine Months ended						from
	Sep 30, 2006			Sep 30, 2005			Inception
Operating activities
Net loss	$	(76,719	)	$	(48,309	)	$	(13,517,227	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation, amortization and impairment charges								336,329
Accretion of debt discount					1,500			6,000
Interest receivable								3,506
Loss on disposal of fixed assets								13,664
Issuance of compensatory notes, stock, stock options and warrants								2,302,512
Other income								(4,434	)
Changes in operating assets and liabilities:
Accounts receivable and other assets		20,150						97,650
Accounts payable and accrued liabilities		56,394			52,093			710,150
Net cash provided by (used in) operating activities		(175	)		5,284			(10,051,850	)
Investing activities
Purchase of short-term investments								(8,440,442	)
Sale of short-term investments								8,467,931
Purchases of fixed assets								(209,595	)
Proceeds on sale of fixed assets								10,000
Patent, trademark and copyright costs								(133,519	)
Other assets, including notes receivable from related parties								(4,202	)
Net cash used in investing activities								(309,827	)
Financing activities
Net proceeds from issuance of common stock								7,889,808
Exercise of stock options and sale of options								975,100
Exercise of warrants								25,000
Proceeds from short-term loan								875,230
Proceeds from notes payable								791,114
Repayment of notes payable					(7,500	)		(192,500	)
Advances from potential investors								100,000
Repayment of advances								(100,000	)
Net cash provided by (used in) financing activities					(7,500	)		10,363,752
Net decrease in cash and cash equivalents		(175	)		(2,216	)		2,075
Cash and cash equivalents, beginning of period		2,250			3,174
Cash and cash equivalents, end of the period	$	2,075		$	958		$	2,075

Supplemental cash flow information
Forgiveness of debt	$	589,608
Conversion of notes payable and related accrued interest	$	258,045
Issuance of stock as consideration for conversion of debentures	$	857,641
Issuance of stock upon cashless exercise of stock options	$	396,580
Warrants issued in connection with convertible debentures and notes payable	$	68,220

The accompanying notes are an integral part of these financial statements.

5

Vyrex Corporation
(A Development Stage Enterprise)

Notes To Condensed Financial Statements

(Unaudited)

(1) Basis of Presentation

The accompanying condensed financial statements have been prepared by the Company in conformity with accounting principles generally accepted in the United States of America for interim financial information. Certain information and disclosures normally included in financial statements prepared in conformity with accounting principles generally accepted in the United States of America have been condensed or omitted. In the opinion of the Company’s management, the unaudited financial statements contain all adjustments necessary (consisting of normal recurring accruals) for a fair presentation of the Company’s financial position as of September 30, 2006, and its results of operations and cash flows for the three and nine-month periods ended September 30, 2006 and 2005 and for the period from inception through September 30, 2006. The results of operations for the three and nine-month periods ended September 30, 2006 are not necessarily indicative of the results to be expected for the full year. For further information, refer to the financial statements and notes thereto included in Vyrex’s Form 10-KSB for the year ended December 31, 2005.

The accompanying condensed financial statements have been prepared assuming that the Company will continue as a going concern. This basis of accounting contemplates the recovery of the Company’s assets and the satisfaction of its liabilities in the normal course of business. As of September 30, 2006, the Company had an accumulated deficit of $13,517,227, a stockholders’ deficiency of $389,041 and negative working capital of $389,041. Due to the Company’s recurring losses, current cash reserve, note payable due in March 2007 and stockholders’ deficiency, there can be no assurance that the Company will be able to obtain additional operating capital, which may impact the Company’s ability to continue as a going concern through September 30, 2007. The accompanying condensed financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

The Company continues to seek additional collaborative or other arrangements with larger pharmaceutical and nutraceutical companies, under which such companies would provide additional capital to the Company in exchange for exclusive or non-exclusive licenses or other rights to certain of the technologies and products the Company is developing. Competition for corporate partnering arrangements with major pharmaceutical and nutraceutical companies is intense, with a large number of biopharmaceutical companies attempting to arrive at such arrangements. Accordingly, there can be no assurance that an agreement will arise in a timely manner, or at all, or that any agreement that may be reached will successfully reduce the Company’s short-term or long-term funding requirements.

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The Company’s major activities through September 30, 2006 have consisted of seeking additional licensing opportunities for its intellectual properties and joint ventures to market its nutraceutical products and initiating the research necessary to take its drug candidates forward into clinical trials. Currently, the major focus for the Company is the testing of its proprietary ProFlavone technology and obtaining a licensing or collaboration agreement to develop its proprietary water pro-drug of propofol phosphate. ProFlavones are proprietary nutraceuticals being developed by the Company for cardiovascular, skeletal and cellular health. ProFlavones are novel delivery forms of isoflavones. Isoflavones are chemicals (phytochemicals) found in beans, particularly soy. Isoflavones are antioxidants and possess estrogenic activity (phytoestrogens) and are thought to have anti-atherogenic, anti-carcinogenic and anti-osteoporotic activities as well. Recently, some isolavones have also been shown to be protective against ionizing radiation (radioprotectants). Radioprotectants have application in oncology, space travel, radiological terrorism and military scenarios. The Company has synthesized and is testing a number of its isoflavone prodrug forms covered under U.S. Patent Number 6,541613 and U.S. Patent Application 20030212009. A high priority for the Company is the testing of its ProFlavones for radioprotective activity. The Company continually works toward raising funds for outsourcing research and development on its novel technology, seeking additional collaborative partners through exclusive or non-exclusive licensing of its technology and continuing to work with its current partners to generate additional revenues based on existing licensing and royalty agreements. These activities have not generated any significant revenues; accordingly, the Company has been in the development stage since its inception. Successful completion of the Company’s development program and its transition, ultimately, to attaining profitable operations is dependent upon obtaining additional financing adequate to fulfill its research and development activities, and achieving a level of revenue adequate to support the Company’s cost structure. There can be no assurance that the Company will be successful in these areas. To supplement its existing resources, the Company will require additional capital through the sale of debt or equity. There can be no assurance that such capital will be available on favorable terms, or at all, and if additional funds are raised by issuing equity securities, dilution to existing stockholders is likely to result.

(2) Summary of Significant Accounting Policies

Stock-Based Compensation

Effective January 1, 2006, the Company adopted the provisions of SFAS No. 123 (revised 2004), “Share-Based Payment” (SFAS No. 123R”), using the modified prospective method (with Black-Scholes fair value model), which requires the Company to recognize expense related to the fair value of stock-based compensation awards. Under the modified prospective method, stock-based compensation expense for the three and nine months ended September 30, 2006 includes compensation expense for all stock-based compensation awards granted prior to, but not yet vested as of January 1, 2006, based on grant date fair value estimated in accordance with the original provisions of SFAS No. 123, “Accounting for Stock-Based Compensation” (“SFAS No. 123”), and compensation expense for all stock-based compensation awards granted subsequent to January 1, 2006, based on the grant date fair values estimated in accordance with the provisions of SFAS No. 123R. In addition, stock options granted to certain members of the Board of Directors (“Board”) as payment for services rendered as board members (“Board Services”) recorded in accordance with SFAS No. 123R are also included in stock-based compensation for the three and nine months ended September 30, 2006. Accordingly, prior period amounts presented herein have not been restated to reflect the adoption of SFAS No. 123R.

Prior to January 1, 2006, the Company accounted for its stock-based compensation plan as permitted by SFAS No. 123, using the intrinsic value method prescribed in Accounting Principles Board Opinion No. 25, “Accounting for Stock issued to Employees” (APB No. 25”), and made the pro forma disclosures required by SFAS No. 148, “Accounting for Stock-Based Compensation—Transition and Disclosure” (SFAS No 148”) for the three and nine months ended September 30, 2005. All options granted under the Plan had exercise prices equal to or greater than the fair market value of the underlying Common Stock on the date of grant. Accordingly, no stock based compensation would have been recognized under APB 25. Therefore, no pro forma disclosure has been presented.

7

Net Loss Per Share

Basic net loss per share is computed using the weighted-average number of common shares outstanding during the periods presented. Diluted earnings per share have not been presented because the assumed conversion of convertible notes payable and the exercise of the Company’s outstanding options and warrants would have been antidilutive. Options and warrants will have a dilutive effect only when the average market price of the common stock during the period exceeds the exercise price of the options or warrants.

(2) Notes Payable

During March 2003, the Company obtained a note from a private investor to loan the Company $200,000 in the form of a convertible note at an interest rate of 10% per annum. Interest is to be paid quarterly with the principal due and payable at the end of the third year. The note is collateralized by substantially all of the assets of the Company. The investor has the option to convert the principal amount into Vyrex common shares at a price of $2.08 during the first year, $4.17 the second year and $6.25 the third year. Further in connection with the Promissory Note, the investor was issued warrants, exercisable within three years from the date of issuance, entitling the investor to purchase Vyrex Corporation common shares in the amount of 12,000 shares at an exercise price of $0.917 per share. The warrants had a fair value of $6,000 as of the date of issuance; accordingly, the Company discounted the note by $6,000, which was added to additional paid-in capital. In March of 2006 the note private investor agreed to extend the note an additional six month to September 2006. In September 2006 the note private investor agreed to extend the note an additional six month to March 2007. On August 24, 2004 the Company obtained an additional note from the same private investor in the amount of $7,500. The principal amount plus 10% interest was due and payable on February 24, 2005.This due date has been extended and agreed upon by the note holder to be paid on April 1, 2005 plus accrued interest. As further consideration for the loan the Company agreed to amend the strike price terms of the right to convert the principal amount of the March 2003 note into Vyrex common shares from $4.17 to $2.08 the second year and from $6.25 to $4.17 the third year. The $7,500 principal amount of the note plus 10% interest was paid in full on March 29, 2005.

(3) Contingencies

Due to cash constraints, the Company has been unable to remain current in the payment of insurance premiums. As a result, no insurance coverage is in effect for the Company at September 30, 2006.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This report on Form 10-QSB contains 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. The Company intends that such forward-looking statements be subject to the safe harbors created thereby. This report should be read in conjunction with the Company’s annual report on Form 10-KSB for the year ended December 31, 2005.

Results of Operations

Three months ended September 30, 2006 and 2005

Licenses and royalty revenue decreased $20,000 to $3,000 in the current period, compared to $23,000 for the three months ended September 30, 2005. The decrease in royalty revenue is due to the change in terms within the amended contract that became effective April 1, 2006. Royalty revenue is comprised of our boron compound licensed by the FutureCeuticals Division of Van Drunen Farms.

General and administrative expenses increased $3,000 to $39,000 in the current period, compared to $36,000 for the same period in 2005. Third quarter expenses were limited to maintenance of patents and general office expenses such as accounting fees, utility expenses, telephone expenses, rent and postage.

Net loss increased $23,000 to $49,000 in the current period, compared to $26,000 for the same period during 2005. Basic and diluted loss per share increased $0.02 to $0.05 in the current period, compared to $0.03 for the same period during 2005.

8

Nine months ended September 30, 2006 and 2005

Licenses and royalty revenue decreased $37,000 to $38,000 for the nine months ended September 30, 2006, compared to $75,000 for the same period during 2005. The decrease in royalty revenue is due to the change in terms within the amended contract that became effective April 1, 2006. Royalty revenue for this period was comprised of our boron compound licensed by the FutureCeuticals Division of Van Drunen Farms.

General and administrative expenses decreased $7,000 to $92,000 in the current period, compared to $99,000 for the same period in 2005. Expenses were limited to maintenance of patents and general office expenses such as accounting fees, utility expenses, telephone expenses, rent and postage.

Net loss increased $28,000 to $76,000 in the current period compared to $48,000 for the same period during 2005. Basic and diluted loss per share increased $0.03 to $0.08 in the current period, compared to $0.05 for the same period during 2005.

Liquidity and Capital Resources

The Company has financed its operations since inception solely through the sales of debt and equity securities. As of September 30, 2006, the Company had negative working capital of approximately $389,000. Net cash provided by operating activities during the nine months ended September 30, 2006 was zero, compared to net cash provided by operating activities of approximately $5,000 for the same period during 2005.

There can be no assurance that any further revenues will be realized in 2006 or that they will be significant and therefore without additional financing the Company may be unable to continue as a going concern. The Company is actively pursuing collaborations with potential partners in both the pharmaceutical and nutraceutical divisions with the objective of raising financing to enable the Company to continue operations. At September 30, 2006, the Company does not have any commitments for additional financing. To date the Company has no prospects for merger or acquisition. The Company does not have any lease or other commitments. The Company does not have an existing bank line of credit or other form of revolving or renewable credit facility. There can be no assurance the Company will generate significant revenues during 2006 to continue its operations, or that funds will be available through the public or private markets.

The Company cannot assure that it will be able to continue the business through September 30^th, 2007 unless additional funds are received, or the terms of the note for $200,000 due March 2007 are renegotiated.

Item 3. Controls and Procedures

As of September 30, 2006, the Company carried out an evaluation under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and President, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Rule 13a-14 of the Securities Exchange Act of 1934. Based upon that evaluation, the principal executive officer concluded that the Company’s disclosure controls and procedures are effective in timely alerting them to material information relating to the Company, required to be included in the Company’s periodic SEC filings. There were no significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation.

9

PART II Other Information

Item 1. Legal Proceedings

Not applicable

Item 2. Changes in Securities

Not applicable

Item 3. Defaults upon Senior Securities

Not applicable

Item 4. Submission of Matters to a Vote of Security Holders

Not applicable

Item 5. Other Information

          Not applicable

Item 6. Exhibits

     (a) Exhibits

  Exhibit 31.1 — Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

  Exhibit 31.2 — Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

  Exhibit 32.1 — Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

  Exhibit 32.2 — Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

       In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 Date: November 20, 2006

VYREX CORPORATION Registrant
By:	/s/ G. Dale Garlow
	G. Dale Garlow,
	Chief Executive Officer and Chief Financial Officer (principal executive, financial and accounting officer)

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