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 quarter ended March 31, 2000
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________to_________
Commission File No. 0-12374
Deucalion Research, Inc.
----------------------------------
(Exact Name of Registrant as Specified in its Charter)
North Dakota 45-0375367
- ------------------------------- -------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
6601 East Grant Road, Suite 101, Tucson, Arizona 85715
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
(520) 886-5354
--------------
(Registrant's telephone number including area code)
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, and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
--- ---
Number of shares of common stock outstanding: 1,499,610,127 Shares of Common
Stock, par value $.0001 per share, were outstanding as of May 15, 2000.
INDEPENDENT ACCOUNTANTS' REPORT
Board of Directors
Deucalion Research, Inc.
We have reviewed the accompanying balance sheet of Deucalion Research, Inc. as
of March 31, 2000, and the related statements of operations, shareholders'
equity deficiency and cash flows for the three-month period then ended. These
financial statements are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements for them to be in conformity
with generally accepted accounting principles.
GELFOND HOCHSTADT PANGBURN, P.C.
Denver, Colorado
May 17, 2000
DEUCALION RESEARCH, INC.
Part 1. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
DEUCALION RESEARCH, INC.
BALANCE SHEET
MARCH 31, 2000
(Unaudited)
ASSETS
Current assets:
Cash $ 9,368
-----------
Total current assets 9,368
-----------
Investments (Note 4):
Preferred Stock, SiteScape 261,000
-----------
$ 270,368
===========
LIABILITIES AND SHAREHOLDERS' EQUITY DEFICIENCY
Current liabilities:
Notes payable:
Related parties (Note 2) $ 1,134,920
Other (Note3) 250,000
Accounts payable:
License agreements 205,000
Related parties 20,524
Other 65,118
Accrued management fees 93,412
Accrued interest expense, related parties (Note 2) 27,920
-----------
Total current liabilities 1,796,894
Notes payable long term (Notes 2 and 3) 40,000
-----------
Shareholders' equity deficiency:
Common stock, $.0001 par value; authorized 1,500,000,000
shares; issued 1,499,610,127 shares 149,961
Capital in excess of par value 2,130,216
Accumulated deficit (3,846,703)
-----------
(1,566,526)
-----------
$ 270,368
===========
See Notes to Financial Statements
F-3
DEUCALION RESEARCH, INC.
STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH, 31, 2000 AND 1999
(Unaudited)
2000 1999
------------- -----------
Expenses:
Research and development (Note 4) $ 36,630
Marketing and advertising (Note 4) 407,370
General and administrative 76,688 $ 1,603
------------- -----------
Operating loss (520,688) (1,603)
------------- -----------
Interest expense:
Related parties (Note 2) 21,924
Other (Note 3) 2,926
------------- -----------
24,850
------------- -----------
Loss before extraordinary item (545,538) (1,603)
Other item:
Gain on extinguishment of debt (Note 5) 27,178
------------- -----------
Net loss $ (518,360) $ (1,603)
============= ===========
Basic and diluted loss per common share:
Loss before extraordinary item $ * $ *
Extraordinary item * *
------------- -----------
Net Loss $ * $ *
============= ===========
Weighted average number of shares outstanding 1,499,610,127 501,610,127
============= ===========
*Less than $.01 per share
See Notes To Financial Statements
F-4
DEUCALION RESEARCH, INC.
STATEMENT OF SHAREHOLDERS' EQUITY DEFICIENCY
THREE MONTHS ENDED MARCH 31, 2000
(Unaudited)
Common stock Capital in
------------------------- excess Accumulated
Shares Amount of par deficit Total
------------- ---------- ----------- ------------ ------------
Balances, January 1, 2000 1,499,610,127 $149,961 $2,130,216 $ (3,328,343) $ (1,048,166)
Net loss (518,360) (518,360)
------------- ---------- ----------- ------------ ------------
Balances, March 31,2000 1,499,610,127 $ 149,961 $ 2,130,216 $ (3,846,703) $ (1,566,526)
============= ========== =========== ============ ============
F-5
DEUCALION RESEARCH, INC.
STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(Unaudited)
2000 1999
---------- ----------
Cash flows from operating activities:
Net loss $ (518,360) $ (1,603)
---------- ----------
Adjustments to reconcile net loss
to net cash used in operations:
Non-cash expense in connection with
SiteScape investment (Note 4) 444,000
Change in operating liabilities:
Increase in accounts payable, related parties 2,945
Decrease in accounts payable (23,410)
Increase in accrued interest, related parties 15,202
----------
Total adjustments 438,737 0
---------- ----------
Net cash used in operating activities (79,623) (1,603)
---------- ----------
Cash flows from financing activities:
Proceeds from notes payable-related parties (Note 2) 326,000
Repayments of notes payable-related parties (7,031)
Proceeds from notes payable, other (Note 3) 250,000
---------- ----------
Net cash provided by financing activities 568,969
---------- ----------
Cash flows from investing activities:
SiteScape stock purchase (Note 4) (500,000)
---------- ----------
Net cash used in investing activities (500,000)
---------- ----------
Decrease in cash (10,654) (1,603)
Cash, beginning 20,022 5,515
---------- ----------
Cash, ending $ 9,368 $ 3,912
========== ==========
During the three months ended March 31, 2000, $6,469 was paid for interest.
F-6
DEUCALION RESEARCH, INC.
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2000 AND 1999
1. Basis of presentation:
The financial statements of Deucalion Research, Inc. (The "Company")
included in this Form 10-QSB have been prepared without audit in accordance
with the rules and regulations of the Securities and Exchange Commission.
Although certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted, the Company believes
that the disclosures are adequate to make the information presented not
misleading. The accompanying financial statements should be read in
conjunction with the audited financial statements and notes thereto
included in the Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1999.
In the opinion of management, all adjustments, including normal recurring
adjustments, necessary for a fair presentation of the results of operations
for the three month periods ended March 31, 2000 and 1999 have been
included. The results of operations for the interim periods presented are
not necessarily indicative of the results to be expected for the full year.
There has not been any change in the significant accounting policies of the
Company for the periods presented.
2. Notes payable, related parties:
Short term:
Farley Family Partnership, 9%, unsecured, due on demand $ 200,000
Multiple advance promissory note, Metz Trust, maximum
borrowings of $150,000, 9%, unsecured, due on demand 106,000
Multiple advance promissory note, Grant Papanikolas, maximum
borrowings of $100,000, 9%, unsecured, due on demand 85,000
Multiple advance promissory note Farley & Associates, Inc.,
maximum borrowings of $800,000, 9%, unsecured,
due on demand 743,920
----------
$1,134,920
==========
Long term:
Promissory note, Email Catalogue, LLC, 8%, unsecured,
due October, 2001 $ 25,000
==========
F-7
DEUCALION RESEARCH, INC.
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2000 AND 1999
2. Notes payable, related parties (Continued):
The Farley Family Partnership note, entered into on September 30, 1999,
provided the Company with working capital. The Farley & Associates, Inc.
(F&A) note was entered into in connection with the Company's investment
activities. Farley Family Partnership and F&A are entities controlled by
Michael R. Farley, who is also an officer and major shareholder of the
company. The Metz Trust note, entered into on October 28, 1999, provided the
Company working capital. The Email Catalogue, LLC note was entered into in
connection with license agreements. The Metz Trust and Email Catalogue, LLC
are entities controlled by Forrest L. Metz, who is also a member of the
board of directors and a major shareholder of the company. The Papanikolas
note, entered into on February 22, 2000, provided the company with working
capital. Papanikolas is an officer of the Company.
3. Notes payable, other
Short term:
Townsdin, 9%, unsecured, due on demand $200,000
Torrance, 9%, unsecured, due on demand 50,000
--------
$250,000
========
Long term:
Comm Enterprises, 8%, unsecured, due October 15, 2001. $ 10,000
Port Ability, 8%, unsecured, due October 15, 2001. 5,000
--------
$ 15,000
========
The short-term notes were entered into during the three months ended March 31,
2000, and provided the Company with working capital.
The Company plans to effect a recapitalization, which may include a reverse
stock split, change the name of the Company to Digital Fuel, Inc., and
authorize the issuance of preferred stock. Under the terms of the short-term
notes, upon completion of the recapitalization, Townsdin will receive 200,000
shares and Torrance will receive 50,000 shares of the Company's post
recapitalization common stock. Management believes that these shares have
nominal market value based on various factors including the Company's
financial position and the fact that there is no current market for the
Company's stock. Additionally, Townsdin and Torrance may convert through
December 31, 2000, all or part of any outstanding principal to post
recapitalization Units at the rate of $1.00 per Unit. Each Unit is to consist
of one share of common stock and one share of 8% preferred stock (which has
not yet been authorized).
F-8
DEUCALION RESEARCH, INC.
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2000 AND 1999
4. Option to purchase shares of SiteScape:
In February 2000, the Company exercised the remaining one-half of its
SiteScape option shares and purchased 258,333 shares of Preferred Stock for
$500,000. At the completion of the above-described transactions, the Company
owns 516,667 shares of SiteScape, Inc.'s Series A Convertible Preferred
Stock (the "Preferred Stock"), which represents approximately 20% of the
voting stock of SiteScape.
The Preferred Stock has, among other rights, the right to vote on general
matters, the ability of a 1:1 conversion into Class A Voting Common Stock of
SiteScape, dividend participation with common shares, and the right to elect
to members to the Board of Directors of SiteScape. The Preferred Stock
is to be automatically converted to common stock if SiteScape completes an
initial public offering and realizes at least $20,000,000.
The preferred stock is also entitled to receive dividends if, and when
declared by SiteScape's Board of Directors, at the cumulative rate of 8% per
year compounded annually. Dividends are due only if declared by the board of
directors and the tangible net worth of SiteScape exceeds $25 million.
SiteScape is an Internet based start up company that acquired AltaVista
FORUM from Compaq Computer in April 1999. FORUM is a collaboration software,
which provides ways to communicate, share resources, and collaborate with
groups of people within a company or across organizations. SiteScape is
currently engaged in research and development and marketing and advertising
efforts to expand and grow their customer base. The Company has and will
continue to regularly review the assumptions underlying the operation
performance and cash flow forecasts of SiteScape to assess the investment's
recoverability. Although SiteScape has revenues, it has operated at a loss.
There are no assurances that SiteScape will achieve profitability or that
its existing cash balances and cash flows from future operations will be
sufficient to meet its working capital requirements. SiteScape continues to
consume cash as it executes its business plan. As of March 31, 2000 these
circumstances have indicated that the Company should charge a portion of
SiteScape's research and development and marketing and advertising expenses
against the carrying value of its investment. Therefore, during the three
month period, March 31, 2000, the Company recorded a charge of $36,630 for
research and development expenses and a charge of $407,370 for marketing and
advertising expenses.
F-9
5. Extraordinary Income
The Company ceased active operations in September 1992. The current
management has embarked on settling certain outstanding payables that
have been on the books from 1992 to present. During the three months
ended March 31, 2000, the company settled accounts payable with a
carrying value of $33,678 for $6,500, resulting in extraordinary income
from the extinguishment of debt of $27,178. The Company's net tax loss
carryforward will be reduced by this $27,178 gain.
Part 1. FINANCIAL INFORMATION
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION
FORWARD LOOKING STATEMENTS
This report may contain certain "forward-looking" statements as such term is
defined in the Private Securities Litigation Reform Act of 1995 or by the
Securities and Exchange Commission in its rules, regulations and releases, which
represent our expectations or beliefs, including but not limited to, statements
concerning our operations, economic performance, financial condition, growth and
acquisition strategies, investments, and future operational plans. For this
purpose, any statements contained herein that are not statements of historical
fact may be deemed to be forward-looking statements. Without limiting the
generality of the foregoing, words such as "may," "will," "expect," "believe,"
"anticipate," "intent," "could," "estimate," "might," or "continue" or the
negative or other variations thereof or comparable terminology are intended to
identify forward-looking statements. These statements by their nature involve
substantial risks and uncertainties, certain of which are beyond our control,
and actual results may differ materially depending on a variety of important
factors, including uncertainty related to the registrant's operations, mergers
or acquisitions, governmental regulations, the value of the registrant's assets
and any other factors discussed in this and other registrant filings with the
Securities and Exchange commission.
Management's Discussion and Analysis and Plan of Operation.
Plan of Operation
Change in Control and Restructure of Deucalion
On July 29,1999 and effective August 31, 1999, the Stock Purchase Agreement
between the Company and Michael R. Farley and Forrest L. Metz was closed.
Effective August 31, 1999, we completed a transaction whereby we sold
approximately 67% of our post transaction voting common stock for an aggregate
purchase price of $110,000. Also, effective August 31, 1999, the former
directors and officers of Deucalion resigned and the purchasers were elected as
directors and officers of the Company.
Pursuant to the terms of the transaction, the purchasers paid us $100,000 of the
purchase price in exchange for 998,000,000 of shares of our common stock. The
newly appointed management of Deucalion, upon
F-10
obtaining shareholder approval, plan to effect a recapitalization of Deucalion,
which includes a 1-for-6,800 reverse stock split (as detailed and described in
the Schedule 14C Information Statement filed with the Securities and Exchange
Commission On May 9, 2000), change the name of Deucalion to Digital Fuel, Inc.,
and change the domicile of the company to Delaware. After the reverse stock
split and recapitalization, the purchasers have agreed to pay the remaining
$10,000 purchase price in exchange for shares of Deucalion's common stock which
will result in the purchasers owning 95% of Deucalion.
The Stock Purchase Agreement also provided for the settlement of certain
liabilities of Deucalion, including $38,836 owed for legal fees and $93,412 owed
for management service fees. The new management intends to settle these
liabilities through the issuance of common stock equal to 1/2% and 1%,
respectively, of the total outstanding common stock of the company after
completion of the recapitalization and issuance of additional shares of common
stock to the purchasers.
Licensed Software
In our continuing efforts to market the M2Direct licensed technology, meetings
have either been conducted or are scheduled with companies that have a need to
protect copyrighted books, newspapers, and analyst's reports. Efforts are also
currently underway to explore the secure envelope application in the security of
patient recorders, to comply with health insurance legislation.
In addition to the digital rights management market, our plan of operation
includes exploring the feasibility of combining this envelope technology with
collaboration and data mining software products and companies. As an example,
documents can be securely delivered, such as bids, in the business-to-business
construction management and collaboration market segment. In fact, technical
discussions are underway to combine this licensed software with two specific
software products that will enhance our capabilities to compete in the business-
to-business market space.
The Company received a letter on May 5,2000 (dated May 3,2000) informing us that
M2Direct had filed for protection under Chapter 11 on April 25, 2000 in the
Bankruptcy Court of the Northern District of Georgia, Atlanta Division. As a
result of receiving this notification, we have contacted a bankruptcy attorney
and will pursue the protection of our rights under these licenses. We have been
informed that there is an intellectual properties doctrine that can be
interpreted to provide us with the rights to the software, if our licenses do
not survive the impending bankruptcy proceedings. All costs related to the
Company's acquisition of the M2Direct license rights were previously expensed in
1999.
Based on M2Direct filling bankruptcy and the violations that have been created
within the license agreements, we have suspended all license payments. In
anticipation of our rights under these licenses and the technology itself
surviving the bankruptcy proceedings, we are continuing our efforts to develop
business opportunities that will create revenue for the Company.
We are currently developing business plans to utilize the M2Direct licensed
technology in a variety of ways. Although we have presented the technology and
our ideas to several companies and have many more meetings scheduled, we have no
contracts with other companies at this time. Even though we will continue to
have discussions about the application of the envelope technology with prospect
companies, no contracts will be entered into until and unless our licenses
survive the M2Direct bankruptcy.
F-11
SiteScape, Inc. Investment
SiteScape is an Internet based start up company that acquired AltaVista FORUM
from Compaq Computer in April 1999. FORUM is collaboration software that
provides ways to communicate, share resources, and collaborate with groups of
people within a company or across organizations.
In February 2000, the Company exercised the remaining one-half of its SiteScape
option shares and purchased 258,333 shares of Preferred Stock for $500,000. At
the completion of the above-described transactions, the Company owns 516,667
shares of SiteScape, Inc.'s Series A Convertible Preferred Stock (the "Preferred
Stock"), which represents approximately 20% of the voting stock of SiteScape.
The Preferred Stock has, among other rights, the right to vote on general
matters, the ability of a 1:1 conversion into Class A Voting Common Stock of
SiteScape, dividend participation with common shares, and the right to elect to
members to the Board of Directors of SiteScape. The Preferred Stock is to be
automatically converted to common stock if SiteScape completes an initial public
offering and realizes at least $20,000,000. The preferred stock is also
entitled to receive dividends if, and when declared by SiteScape's Board of
Directors, at the cumulative rate of 8% per year compounded annually. Dividends
are due only if declared by the board of directors and the tangible net worth of
SiteScape exceeds $25 million.
Rainbow Investment
Consistent with our business strategy, our management identified this early
stage company and provided Rainbow Country, Inc. (Rainbow) with advances of
$25,245 in 1999. These funds were part of Rainbow's seed capital to continue
exploring the feasibility of delivering potable water to Tucson, Arizona. This
feasibility study included but was not limited to determining the costs
associated with securing the water rights, plus designing and building a
delivery system. In addition, some work was done to quantify the demand and
price point for deliverable water to Tucson.
The result of this six-month effort has been the determination that the scope of
this project is beyond our technical and capital resources. Therefore, the
Company charged off the entire advance of $25,245 as expense in 1999.
Negotiations are currently under way with the Rainbow to convert this early
stage funding into either an equity position in this project or a note that will
come due and payable by years end. We have not ruled out a combination of
equity and a note to compensate us for our investment in Rainbow. At this time
there has been no final resolution reached and discussions are progressing.
During the first quarter of 2000, negations have continued with no final
resolution.
Management's Discussion and Analysis for the three months ended March 31, 2000
Results of Operations
During September 1992, the Company ceased active operations. Since that time
and through July 29, 1999, our activities have primarily consisted of
maintaining the corporation's status as a corporation in good standing with the
state of North Dakota and negotiating the Asset Purchase Agreement. From July
29, 1999 through December 31, 1999 our activities primarily consisted of
bringing the Company's filings under the
F-12
Securities and Exchange Act of 1934 current, closing the Asset Purchase
Agreement, beginning the process to effect a reverse stock split, name change
and reincorporation into Delaware, seeking business opportunities in the
software and Internet Businesses, specifically the M2Direct licensing
agreements, the SiteScape investment and the Rainbow investment, and accounting
for these transactions. During the three months ended March 31, 2000, the
Company incurred general and administrative expenses of $76,668 related to
these activities, which includes payroll expense of approximately $49,000.
During the quarter ended March 31, 2000, we exercised the remaining one-half of
the SiteScape option shares and purchased 258,333 shares of Preferred Stock for
$500,000. As a result the Company owns approximately 20% of the voting stock of
SiteScape.
SiteScape is currently engaged in research and development and marketing and
advertising efforts to expand and grow their customer base. The Company has and
will continue to regularly review the assumptions underlying the operation
performance and cash flow forecasts of SiteScape to assess the investment's
recoverability. Although SiteScape has revenues, it has operated at a loss.
There are no assurances that SiteScape will achieve profitability or that its
existing cash balances and cash flows from future operations will be sufficient
to meet its working capital requirements. SiteScape continues to consume cash as
it executes its business plan. As of March 31, 2000 these circumstances have
indicated that the Company should charge a portion of SiteScape's research and
development and marketing and advertising expenses against the carrying value of
its investment. Therefore, during the three month period, March 31, 2000, the
Company recorded a charge of $36,630 for research and development expenses and a
charge of $407,370 for marketing and advertising expenses.
The Company also incurred interest expense for the three months ended of
approximately $24,850, in connection with the various loans as described in the
notes to the financial statements. Through March 31, 2000, entities controlled
by Mr. Farley have made loans to the Company totaling $943,920 for certain
investment transactions and the ongoing cash needs of the company. During the
three months ended March 31, 2000, the Company recognized a $27,178
extraordinary gain from the extinguishments of debt upon the settlement of
$38,678 of accounts payable (that had been outstanding since 1992) for $6,500.
Liquidity and Capital Resources
The independent auditors' report on the company's financial statements as of
December 31, 1999, and for each of the years in the two-year period ended
December 31, 1999, includes a "going concern" paragraph that describes
substantial doubt about the company's ability to continue as a going concern. As
of March 31, 2000, the company had a working capital deficiency of $1,787,526.
The company anticipates a significantly increased need for working capital
during remainder of 2000 to maintain the required filings under the Securities
and Exchange Act of 1934 in a timely fashion and to finalize the items in the
special shareholders meeting mentioned above. The company is seeking additional
working capital through debt and/or equity offerings, which will be used for the
above-described purposes and to market and further develop the licensing
agreement.
F-13
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
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 and Reports of Form 8-K
(a) Exhibit 27 - Financial data schedule
(b) The Company filed no reports on Form 8-K during the quarter
covered by this report
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DEUCALION RESEARCH, INC.
(Registrant)
By /s/ Michael R. Farley
---------------------
Michael R. Farley, Chief Executive
Officer
By /s/ Forrest L. Metz
----------------------
Forrest L. Metz, President and Chief
Financial Officer
Date: May 22, 2000
F-14