UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-KSB [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-QSB [ ] Form N-SAR
For Period Ended: July 31, 1998
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION
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Full Name of Registrant
DALTEX MEDICAL SCIENCES, INC.
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Former Name if Applicable
7777 Glades Road, Suite 211
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Address of Principal Executive Office (Street and Number)
Boca Raton, Fl 33434
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City, State and Zip Code
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)
[X] (a) The reasons described in reasonable detail in Part III of
this form could not be eliminated without unreasonable
effort or expense;
[X] (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion thereof, will be
filed on or before the fifteenth calendar day following the
prescribed due date; or the subject quaterly report of transition
report on Form 10-Q, or portion thereof will be filed on or before
the fifth calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why the Forms 10-K, 20-F, 11-K,
10-Q, N-SAR, or the transition report or portion thereof, could not be filed
within the prescribed time period.
The issuer requires additional time to complete its financial statements.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard
to this notification
Bruce Hausman 561 994-0611
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under
Section 13 or 15(d) of the Securities Exchange Act of
1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such
shorter period that the registrant was required to
file such report(s) been filed? If answer is
no, identify report(s). [X] Yes [ ] No
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(3) Is it anticipated that any significant change
in results of operations from the corresponding
period for the last fiscal year will be
reflected by the earnings statements to be
included in the subject report or portion
thereof? [X] Yes [ ] No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made.
DALTEX MEDICAL SCIENCES, INC.
(A Development Stage Enterprise)
PRO FORMA FINANCIAL STATEMENTS
The accompanying pro forma financial statements amend form 8-K originally filed
with the Securities and Exchange Commission on July 27, 1998 and give effect to
the Company entering into a "Settlement and Mutual Release Agreement" with The
Trustees of Columbia University, on July 20, 1998, dated April 30, 1998. Under
the Settlement agreement the Registrant has reassigned and granted back Columbia
all of its rights, title and interest as Columbia's exclusive licensee to
certain proprietary rights pursuant to certain license agreements with Columbia.
The pro forma balance sheet has been prepared as if the transaction had occurred
on April 30, 1998. The pro forma statements of operation for the nine months
ended April 30, 1998, and year ended July 31, 1997, have been prepared as if the
transaction has occurred on August 1, 1996 and 1997 respectively. These
unaudited pro forma financial statements should be read in conjunction with the
Company's financial statements. The pro forma information is not necessarily
indicative of the results that would have been reported has such events actually
occurred on the dates specified, nor is it indicative of the Company's future
results.
DALTEX MEDICAL SCIENCES, INC.
(A Development Stage Enterprise)
UNAUDITED PRO FORMA BALANCE SHEETS
APRIL 30, 1998
ASSETS
Pro forma Pro forma
Historical Adjustments Adjusted
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Current assets:
Cash and cash equivalents $ 2,655 $ $ 2,655
Accounts receivable 22,943 (22,943)(1)
Prepaid royalty 85,000 (85,000)(1) --
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Total current assets 110,598 (107,943) 2,655
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Prepaid royalty 80,000 (80,000)(1)
Other assets 3,375 (3,375)(1) --
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$ 193,973 $ (191,318) $ 2,655
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 902,744 $ (735,364)(2) 167,380
Advanced royalty payments 170,000 (170,000)(1) --
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Total current liabilities 1,072,744 (905,364) 167,380
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Advanced royalty payments 160,000 (160,000)(1) --
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Stockholders' deficit
Common stock 86,327 86,327
Additional paid-in capital 6,816,369 6,816,369
Retained deficit (7,941,467) 874,046 (7,067,421)
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Total stockholders' deficit (1,038,771) 874,046 (164,725)
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$ 193,973 $ (191,318) $ 2,655
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(1) Represents the write off of royalty accounts receivables, prepaid royalty
fees, other related assets, and deferred royalty fee income no longer to be
amortized by the Company.
(2) Reflects the release of all royalties, sublicense fees, and development fees
earned or otherwise owing to Columbia, and all amounts due and owing Columbia
and its counsel for patent prosecution and other legal fees approximating
$765,000 less $70,000. Includes the accrual of $60,000 due to an officer as a
term of his employment agreement and the write off additional related accounts
payable and accrued expenses approximating $25,364.
DALTEX MEDICAL SCIENCES, INC.
(A Development Stage Enterprise)
UNAUDITED PRO FORMA STATEMENTS OF OPERATIONS
NINE MONTHS ENDED APRIL 30, 1998
Pro forma Pro forma
Historical Adjustments Adjusted
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Revenues:
License fees, grants and royalties $ 270,138 $ (270,138) $ --
Interest and other income 2,000 -- 2,000
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272,138 (270,138) 2,000
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General and administrative expenses 246,355 (179,308) 67,047
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Net income (loss) from operations 25,783 (90,830) (65,047)
Net gain on settlement release plus disposition
of other net assets and liabilities -- 964,876 (3) 964,876
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Net income (loss) $ 25,783 $ 874,046 $ 899,829
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Net income (loss) per share $ .00 $ .10
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Weighted average shares outstanding 8,633,000 8,633,000
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(1) Includes the reversal of all current period income associated the reassigned
propriety license rights.
(2) Includes the reversal of all current period and expense associated the
reassigned propriety license rights less the accrual of $60,000 due to an
officer as a term of his employment agreement.
(3) Reflects the release of all royalties, sublicense fees, and development fees
earned or otherwise owing to Columbia, and all amounts due and owing Columbia
and its counsel for patent prosecution and other legal fees approximating
$765,000 less $70,000, and the write off of royalty accounts receivables,
prepaid royalty fees, other related assets and deferred royalty fee income no
longer to be amortized by the Company less the amounts reversed in the current
period.
DALTEX MEDICAL SCIENCES, INC.
(A Development Stage Enterprise)
UNAUDITED PRO FORMA STATEMENTS OF OPERATIONS
YEAR ENDED JULY 31, 1997
Pro forma Pro forma
Historical Adjustments Adjusted
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Revenues:
License fees, grants and royalties $ 317,711 $ (317,711) (1) $ -
Interest and other income 50,346 (50,000) (1) 346
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368,057 (367,711) 346
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General and administrative expenses 370,289 (147,357) (2) 222,932
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Net income (loss) from operations (2,232) (220,354) (222,586)
Net gain on settlement release plus disposition -
of other net assets and liabilities 1,141,050 (3) 1,141,050
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Net income (loss) $ (2,232) $ 920,696 $ 918,464
Net income (loss) per share $ .00 $ .11
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Weighted average shares outstanding 8,633,000 8,633,000
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(1) Includes the reversal of all current period income associated the reassigned
propriety license rights
(2) Includes the reversal of all current period and expense associated the
reassigned propriety license rights less the accrual of $60,000 due to an
officer as a term of his employment agreement.
(3) Reflects the release of all royalties, sublicense fees, and development fees
earned or otherwise owing to Columbia, and all amounts due and owing Columbia
and its counsel for patent prosecution and other legal fees approximating
$765,000 less $70,000 and the write off of royalty accounts receivables, prepaid
royalty fees, other related assets and deferred royalty fee income no longer to
be amortized by the Company less the amounts reversed in the current period.
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DALTEX MEDICAL SCIENCES, INC.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date October 28, 1998 By /s/ Bruce Hausman
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Bruce Hausman
President & CEO