U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
(MARK ONE)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of Securities
Exchange Act of 1934 (No Fee Required)
For the quarterly period ended March 31, 1998
[ ] Transition report under Section 13 or 15(d) of the Securities
Exchange Act of 1934 (No Fee Required)
For the transition period from _______ to _______.
Commission File No. 0-21739
GENETIC VECTORS, INC.
--------------------------------------------
(Name of Small Business Issuer in Its Charter)
FLORIDA 65-0324710
- - ------------------------------- -------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
5201 N.W. 77TH AVENUE, SUITE 100, MIAMI, FLORIDA 33166
- - ------------------------------------------------ ---------
(Address of Principal Executive Offices) (Zip Code)
(305) 716-0000
----------------------------------------------
(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, and (2) has
been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
There were 2,340,017 shares of Common Stock outstanding as of May 14, 1998.
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
GENETIC VECTORS, INC.
(A DEVELOPMENT STAGE COMPANY)
INDEX TO FINANCIAL STATEMENTS
PAGE
Balance Sheet 3
Statements of Operations 4
Statements of Cash Flows 5
Notes to Financial Statements 6
2
GENETIC VECTORS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET (UNAUDITED)
- - --------------------------------------------------------------------------------
MARCH 31 1998
- - --------------------------------------------------------------------------------
Assets
Current
Cash and cash equivalents $ 1,672,878
Other assets 8,843
- - --------------------------------------------------------------------------------
Total current assets 1,681,721
Equipment, net 467,077
Deferred patent costs 232,615
- - --------------------------------------------------------------------------------
$ 2,381,413
================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 107,315
- - --------------------------------------------------------------------------------
107,315
- - --------------------------------------------------------------------------------
STOCKHOLDERS' EQUITY
Common stock, $.001 par value, 10,000,000 shares
authorized, 2,340,017 shares issued and outstanding 2,340
Additional paid-in capital 6,169,458
Deficit accumulated during the development stage (3,897,700)
- - --------------------------------------------------------------------------------
Total stockholders' equity 2,274,098
- - --------------------------------------------------------------------------------
$ 2,381,413
================================================================================
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
3
GENETIC VECTORS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS (UNAUDITED)
- - --------------------------------------------------------------------------------------
CUMULATIVE FROM FOR THE THREE FOR THE THREE
JANUARY 1, 1992 MONTHS ENDED MONTHS ENDED
(INCEPTION)THROUGH MARCH 31, MARCH 31,
MARCH 31, 1998 1998 1997
- - --------------------------------------------------------------------------------------
REVENUE:
Sales $ 39,260 $ -- $ --
Grant income: 149,147 35,897 --
- - --------------------------------------------------------------------------------------
Total revenue 188,407 35,897 --
- - --------------------------------------------------------------------------------------
Research and development 1,757,935 204,773 115,954
Operating 2,497,106 215,547 267,028
Depreciation and amortization 77,269 14,829 1,838
- - --------------------------------------------------------------------------------------
Total expenses 4,332,310 435,149 384,820
OTHER INCOME 246,203 39,530 18,550
- - --------------------------------------------------------------------------------------
Net loss $(3,897,700) $ (359,722) $ (366,270)
- - --------------------------------------------------------------------------------------
Weighted average
common shares outstanding 2,339,889 2,322,134
- - --------------------------------------------------------------------------------------
Net loss per common share - basic
and diluted $ (.15) $ (.16)
- - --------------------------------------------------------------------------------------
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
4
GENETIC VECTORS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOW (UNAUDITED)
- - --------------------------------------------------------------------------------------------
CUMULATIVE FROM FOR THE THREE FOR THE THREE
JANUARY 1, 1992 MONTHS ENDED MONTHS ENDED
(INCEPTION)THROUGH MARCH 31, MARCH 31,
MARCH 31, 1998 1998 1997
- - --------------------------------------------------------------------------------------------
OPERATING ACTIVITIES:
Net loss $(3,897,700) $ (359,722) $ (366,270)
Adjustments to reconcile net loss
to net cash used in operating activities:
Depreciation and amortization 77,269 14,829 1,838
Write-off of acquired technology 15,000
Stock options granted for services 56,250
Increase in other assets (8,843) (8,843)
Increase in accounts payable and
accrued liabilities 240,137 (47,227) 26,586
- - --------------------------------------------------------------------------------------------
Total adjustments 379,813 (41,241) 28,424
- - --------------------------------------------------------------------------------------------
Net cash used in operating activities (3,517,887) (400,963) (337,846)
- - --------------------------------------------------------------------------------------------
INVESTING ACTIVITIES:
Purchase of equipment and improvements (529,997) (27,260) (40,361)
Patent costs (261,964) (1,366) (60,000)
- - --------------------------------------------------------------------------------------------
Net cash used in investing activities (791,961) (28,626) (100,361)
- - --------------------------------------------------------------------------------------------
FINANCING ACTIVITIES:
Increase due to parent 413,518
Proceeds from note payable 35,000
Payment on note payable (35,000) (35,000)
Net proceeds from issuance of common stock 5,049,951
Capital contribution 500,000
Deferred offering refund 25,500
Deferred offering costs (6,243)
- - --------------------------------------------------------------------------------------------
Net cash provided by (used on)
financing activities 5,982,726 (35,000)
- - --------------------------------------------------------------------------------------------
Net increase (decrease) in cash 1,672,878 (429,589) (473,207)
Cash at beginning of period 2,102,467 4,745,208
- - --------------------------------------------------------------------------------------------
Cash at end of period $ 1,672,878 $ 1,672,878 $ 4,272,001
- - --------------------------------------------------------------------------------------------
SUPPLEMENTAL DISCLOSURES:
Conversion of due to parent in
exchange for stock $ 413,518 $ -- $ --
Conversion of accrued wages for stock $ 132,822 $ -- $ --
- - --------------------------------------------------------------------------------------------
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
5
GENETIC VECTORS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS (UNAUDITED)
- - --------------------------------------------------------------------------------
GENETIC VECTORS, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
1. FINANCIAL STATEMENTS
In the opinion of the Company, the accompanying unaudited 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 disclosures normally
included in the financial statements prepared in accordance with generally
accepted accounting principles have been omitted. It is suggested that these
financial statements be read in conjunction with the Company's Annual Report for
the year ended December 31, 1997. The results of operations for the three months
ended March 31, 1998 are not necessarily indicative of the results to be
expected for the full year.
2. EARNINGS PER SHARE
The following reconciles the components of the earnings per share (EPS)
computation.
For the Quarters Ended March 31
1998 1997
------------------------------------- ------------------------------------
LOSS SHARES PER SHARE LOSS SHARE PER SHARE
(NUMERATOR) (DENOMINATOR) AMOUNT (NUMERATOR) (DENOMINATOR) AMOUNT
- - ---------------------------------------------------------------------------------------------------------
Loss per common $(359,722) 2,340,017 $(.15) $(366,270) 2,322,134 $(.16)
share - basic
Effect of Dilutive
Securities
Options
Warrants
- - ---------------------------------------------------------------------------------------------------------
Loss per common share $(359,722) 2,340,017 $(.15) $(366,270) 2,322,134 $(.16)
assuming dilution
6
ITEM 2. MANAGEMENT'S PLAN OF OPERATION AND DISCUSSION AND ANALYSIS.
INTRODUCTORY STATEMENTS
FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS. This Quarterly Report
contains forward-looking statements, including statements regarding, among other
things, (a) the Company's growth strategies, (b) anticipated trends in the
Company's industry and (c) the Company's future financing plans. In addition,
when used in this Quarterly Report, the words "believes," "anticipates,"
"intends," "in anticipation of," and similar words are intended to identify
certain forward-looking statements. These forward-looking statements are based
largely on the Company's expectations and are subject to a number of risks and
uncertainties, many of which are beyond the Company's control. Actual results
could differ materially from these forward-looking statements as a result of
changes in trends in the economy and the Company's industry, reductions in the
availability of financing and other factors. In light of these risks and
uncertainties, there can be no assurance that the forward-looking statements
contained in this Quarterly Report will in fact occur. The Company does not
undertake any obligation to publicly release the results of any revisions to
these forward-looking statements that may be made to reflect any future events
or circumstances.
The Company has conducted preliminary marketing of the EpiDNA Picogram
Assay (the "Picogram Assay"). However, the Company temporarily removed the
Picogram Assay from the marketplace during the third quarter of 1997 and is
currently in the process of refining it. The Company contemplates the
reintroduction of this product in the third quarter of 1998. Accordingly, the
Company remains largely a development stage company with its expenditures far
exceeding its revenues. After reintroduction of the Picogram Assay, the Company
will be closely monitoring the market acceptance of its EpiDNA product line and
evaluations and comments provided by customers, and will continue its research
and development efforts. Because the Company has not generated significant
revenues, the Company intends to continue to report its plan of operation.
PLAN OF OPERATION
ADDITIONAL FUND RAISING ACTIVITIES. The Company had originally projected
that the funds raised in its initial public offering (the "Offering"), which was
closed on December 26, 1996, would last for approximately eighteen months after
the date of the Offering. The Company now believes it has sufficient funds for
the balance of 1998 even if no significant product sales are achieved. If
significant product sales are not realized prior to the expenditure of the
proceeds of the Offering, the Company will need to raise additional funds within
such time period. Additionally, if the Company achieves significant and
unexpected rapid development of new products which require additional personnel,
capital expenditures and working capital or in the event of unforeseen
difficulties, additional financing may be needed even if the Company has
realized significant product sales.
SUMMARY OF ANTICIPATED PRODUCT RESEARCH AND DEVELOPMENT. The Company will
continue its product research and development and continue to implement what the
Company believes to be a feasible plan for product development. The Company has
modified the feasibility plan by placing development of the EpiDNA Nanogram
Assay kits on hold while the Company further evaluates the market potential of
this product. The Company currently believes its resources can be better
employed in the research and development of other products and technologies,
including potential applications of its nucleic acid labeling technology. The
7
Company is also evaluating the feasibility of outsourcing commercial production
of the Picogram Assay. The major components of the plan of operations as revised
from the last reporting period are as follows:
1998 /bullet/ Complete reintroduction of modified Picogram Assay kit.
/bullet/ Development of automated production protocols for the
Picogram Assay. (The Company is evaluating the feasibility of
outsourcing commercial production).
/bullet/ Continued research in applications of Genetic Vectors' nucleic
acid labeling technology. Based on current circumstances, the
Company will devote more time and resources to its research
connected with these applications in 1998 than previously
projected.
1999 /bullet/ Initiation of EasyID DNA probe product development for quality
assurance in the food and beverage industry.
/bullet/ Completion of first DNA labeling product for test marketing in
the molecular biology research market. (The Company anticipates
that this product will be completed in 1999 instead of 1998.)
/bullet/ Research in the application of automated techniques of DNA
analysis for EpiDNA.
SIGNIFICANT PLANT OR EQUIPMENT PURCHASES. The Company does not currently
anticipate any significant plant or equipment purchases during the next twelve
months.
CHANGES IN THE NUMBER OF EMPLOYEES. The Company currently has nine
employees. As shown in the following chart, the Company anticipates hiring
additional personnel during 1998 and 1999 in connection with its research and
development and product development plan. The Company believes that these
personnel will be adequate to accomplish the tasks set forth in its plan.
PROPOSED PERSONNEL ADDITION PLAN 1998 1999
- - -------------------------------- ---- ----
SALES AND ADMINISTRATION
Administrative Personnel ................................ 1 1
Director - Sales and Marketing .......................... 1 0
Salespersons ............................................ 0 2
Technical Info/Inside Sales ............................. 1 2
Supervisors ............................................. 0 1
Technicians ............................................. 2 3
--- ---
TOTAL PROPOSED NEW EMPLOYEES ............................ 5 9
=== ===
TOTAL EMPLOYEES AT END OF YEAR........................... 14 23
=== ===
8
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The Company generated revenues of $35,897 during the quarter ended March
31, 1998 ("First Quarter 1998"), all of which was attributable to grant income.
This grant award terminated on February 27, 1998. The Company had no cost of
sales for that period. The Company reported no revenues for the quarter ended
March 31, 1997 ("First Quarter 1997"), and accordingly no meaningful comparison
to this prior period can be made.
Although the Company did generate some revenue from sales of its Picogram
Assay during Fiscal 1997, it must be stressed that such sales were preliminary
in nature, and represented the purchase of product samples by the purchasers
primarily for evaluation purposes. The Company has temporarily removed the
Picogram Assay from the market and the Company currently has no sales activity.
The Company currently contemplates the reintroduction of the Picogram Assay in
the third quarter of 1998; however, the Company remains largely a development
stage company with expenditures far exceeding revenues.
Research and development expenses for First Quarter 1998 increased by
$88,819 over First Quarter 1997. This increase was largely attributable to
additional costs associated with the Picogram Assay redevelopment program.
Operating expenses for First Quarter 1998 decreased by $51,481 over First
Quarter 1997. This decrease was primarily related to the company's focused
efforts on research and development.
LIQUIDITY AND CAPITAL RESOURCES. The Company had net cash of $2,102,467 at
the beginning of First Quarter 1998, resulting from the net proceeds received by
the Company in the Offering. The net cash used by the Company in operating
activities aggregated $400,963. This was largely attributable to increases in
operating expenses and research and development activities. The Company's net
cash used in investing activities aggregated $28,626 during First Quarter 1998,
consisting mainly of equipment purchases.
As of March 31, 1998, the Company had total stockholders' equity of
$2,274,098. The Company has no long term debt. The Company had $1,672,878 in
cash and cash equivalents as of this date. These amounts represent, in large
part, the remainder of the net proceeds generated from the Offering. The Company
anticipates that such proceeds will last for the remainder of 1998. Absent
significant sales, additional financing will be necessary at that time for the
Company to continue operations. Additionally, the Company expects to evaluate
acquisition candidates. The Company may have to use some of its available cash
in connection with these acquisitions if any of them are consummated.
9
PART II
OTHER INFORMATION.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
(c) ISSUANCE OF SECURITIES
During the period covered by this Quarterly Report, the Registrant issued
the following securities without registration under the Securities Act of 1933,
as amended (the "Act"):
1. January 2, 1998: 125 shares of common stock.
2. February 2, 1998: 133 shares of common stock.
3. March 2, 1998: 125 shares of common stock.
All of these shares were issued to James Drewitz, a consultant, in return
for consulting services provided to the Registrant. These securities were issued
pursuant to an exemption available under Section 4(2) of the Act. Other
exemptions under the Act may also have been available.
(d) USE OF PROCEEDS
1. Effective date of registration statement: December 20, 1996;
Commission File Number 333-5530-A.
2. The Offering commenced on December 20, 1996.
3. The Offering did not terminate before any securities were sold.
(i) The Offering did not terminate before the sale of all securities
registered.
(ii) The managing underwriter was Shamrock Partners, Ltd.
(iii) Securities registered:
(a) Common Stock ($0.001 par value)
(b) Underwriter warrants to purchase an aggregate of 50,000
shares of Common Stock. Those warrants will become
exercisable on December 21, 1997 and expire on December 19,
2001.
(iv) Securities sold (all sold for account of the issuer):
AGGREGATE AGGREGATE
OFFERING PRICE OFFERING
AMOUNT OF AMOUNT AMOUNT PRICE OF
TITLE REGISTERED REGISTERED SOLD AMOUNT SOLD
-------------------------------------------------------------------------------------
1. Common Stock 575,000 $5,750,000 $575,000 $5,750,000
2. Common Stock pursuant
to Underwriter Warrants 50,000 750,000 - 0 - - 0 -
3. Underwriter Warrants 50,000 500 50,000 500
(v) Underwriting discounts and commissions: $517,500
Finder's fees: - 0 -
Expenses paid for Underwriters: 217,139
Other expenses: 445,610
Total Expenses $1,180,249
10
(vi) Net Proceeds of Offering Before Referral $4,569,751
Refund of Offering Costs: $ 19,257
Net Proceeds of Offering: $4,589,008
(vii) Uses of Net Proceeds:
Direct or indirect
payments to directors,
officers, general partners
of the issuer or their
associates; to persons
owning ten percent or more
of any class of equity
securities of the issuer; Direct or indirect
and to affiliates of the payment to others
issuer
--------------------------- ------------------
Construction of plant,
building and facilities:
Purchase and installation of -- $ 467,441
machinery and equipment:
Purchase of real estate: -- --
Acquisition of other -- --
business(es):
Repayment of indebtedness: -- --
Working capital: $ 30,000 $ 420,370
TEMPORARY INVESTMENTS (SPECIFY)
- - -------------------------------
Merrill Lynch Money Market $ 323,748
Account:
Certificate of Deposit: $1,349,130
OTHER PURPOSES (SPECIFY)
- - ------------------------
Research and Development and
patent protection expenditures: -- $1,117,097
Expansion of Manufacturing
facilities: $109,000 $ 216,151
Sales and marketing capabilities: -- $ 155,819
11
Management Salaries $326,442 --
Investor Relations -- $ 73,810
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) EXHIBITS.
EXHIBIT
NO. DESCRIPTION LOCATION PAGE
- - ------- ----------- -------- ----
3.1 Articles of Incorporation of Incorporated by reference to
the Company, as amended Exhibit No. 3.1 to
Registrant's Registration
Statement (the "Registration
Statement") on Form SB-2
(Registration Number
333-5530-A).
3.2 By-laws of the Company Incorporated by reference to
Exhibit No. 3.2 to the
Registration Statement.
4.1 Form of Common Stock Incorporated by reference to
certificate Exhibit No. 4.1 to the
Registration Statement.
4.2 Form of Underwriters' Warrant Incorporated by reference to
Exhibit No. 4.2 to the
Registration Statement.
4.3 Form of 1996 Incentive Plan Incorporated by reference to
Exhibit No. 4.3 to the
Registration Statement.
10.1 License Agreement dated Incorporated by reference to
September 7, 1990 between the Exhibit No. 10.1 to the
University of Miami and its Registration Statement.
School of Medicine and
ProVec, Inc.
10.2 Assignment of License Incorporated by reference to Exhibit No.
Agreement dated January 20, 10.2 to the Registration Statement.
1992 between ProVec, Inc. and
EpiDNA, Inc.
10.3 Agreement between University Incorporated by reference to Exhibit No.
of Miami and its School of 10.3 to the Registration Statement.
Medicine and the Company dated
August 21, 1996
10.4 Employment Agreement dated Incorporated by reference to Exhibit No.
August 15, 1996 between Mead 10.4 to the Registration Statement.
M. McCabe, Sr. and the Company
10.5 Stock Option Addendum to Incorporated by reference to Exhibit No.
Employment Agreement dated 10.5 to the Registration Statement.
August 15, 1996 between Mead
M. McCabe, Sr. And the Company
10.6 Employment Agreement dated Incorporated by reference to Exhibit No.
August 15, 1996 between Mead 10.6 to the Registration Statement.
M. McCabe, Jr. and the Company
10.7 Stock Option Addendum to Incorporated by reference to
Employment Agreement dated 10.7 to the Registration Statement.
August 15, 1996 between Mead
M. McCabe, Jr. and the Company
10.8 Consulting Agreement dated Incorporated by reference to Exhibit No.
June 19, 1996 between James A. 10.10 to the Registration Statement.
Joyce and the Company
12
10.9 Letter Agreement dated Incorporated by reference to Exhibit No.
December 16, 1994 among Nyer 10.11 to the Registration Statement.
Medical Group, Inc., the
Company, Mead M. McCabe, Sr.
And Mead M. McCabe, Jr.
10.10 Investors Finders Agreement Incorporated by reference to Exhibit No.
dated June 9, 1994 among Nyer 10.12 to the Registration Statement.
Medical Group, Inc., and the
Company and Gulf American
Trading Company
10.11 Industrial Real Estate Lease Incorporated by reference to Exhibit No.
dated June 12, 1997 among the 10.13 to the Company's Quarterly Report
Company and Jetex Group, Inc. on Form 10-QSB for the
Quarter ended June 30, 1997
10.12 Letter from University of Incorporated by reference to Exhibit No.
Miami dated April 8, 1998 10.12 to the Company's Annual Report on
Form 10-KSB for the Fiscal Year ended
December 31, 1997
11. Statement re: computation of Not applicable
earnings
18. Letter on change in accounting Not applicable
principles
19. Reports furnished to Security Not applicable
holders
22. Published report regarding Not applicable
matters submitted to vote
23. Consents of experts and counsel Not applicable
24. Power of Attorney Not applicable
27. Financial Data Schedule Provided herewith
(b) REPORTS ON FORM 8-K.
None.
13
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Date: May 15, 1998 GENETIC VECTORS, INC.
By:/S/ MEAD M. MCCABE, JR.
------------------------
Mead M. McCabe, Jr.,
President
14
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION LOCATION PAGE
- - ------- ----------- -------- ----
3.1 Articles of Incorporation of Incorporated by reference to
the Company, as amended Exhibit No. 3.1 to
Registrant's Registration
Statement (the "Registration
Statement") on Form SB-2
(Registration Number
333-5530-A).
3.2 By-laws of the Company Incorporated by reference to
Exhibit No. 3.2 to the
Registration Statement.
4.1 Form of Common Stock Incorporated by reference to
certificate Exhibit No. 4.1 to the
Registration Statement.
4.2 Form of Underwriters' Warrant Incorporated by reference to
Exhibit No. 4.2 to the
Registration Statement.
4.3 Form of 1996 Incentive Plan Incorporated by reference to
Exhibit No. 4.3 to the
Registration Statement.
10.1 License Agreement dated Incorporated by reference to
September 7, 1990 between the Exhibit No. 10.1 to the
University of Miami and its Registration Statement.
School of Medicine and
ProVec, Inc.
10.2 Assignment of License Incorporated by reference to Exhibit No.
Agreement dated January 20, 10.2 to the Registration Statement.
1992 between ProVec, Inc. and
EpiDNA, Inc.
10.3 Agreement between University Incorporated by reference to Exhibit No.
of Miami and its School of 10.3 to the Registration Statement.
Medicine and the Company dated
August 21, 1996
10.4 Employment Agreement dated Incorporated by reference to Exhibit No.
August 15, 1996 between Mead 10.4 to the Registration Statement.
M. McCabe, Sr. and the Company
10.5 Stock Option Addendum to Incorporated by reference to Exhibit No.
Employment Agreement dated 10.5 to the Registration Statement.
August 15, 1996 between Mead
M. McCabe, Sr. And the Company
10.6 Employment Agreement dated Incorporated by reference to Exhibit No.
August 15, 1996 between Mead 10.6 to the Registration Statement.
M. McCabe, Jr. and the Company
10.7 Stock Option Addendum to Incorporated by reference to
Employment Agreement dated 10.7 to the Registration Statement.
August 15, 1996 between Mead
M. McCabe, Jr. and the Company
10.8 Consulting Agreement dated Incorporated by reference to Exhibit No.
June 19, 1996 between James A. 10.10 to the Registration Statement.
Joyce and the Company
10.9 Letter Agreement dated Incorporated by reference to Exhibit No.
December 16, 1994 among Nyer 10.11 to the Registration Statement.
Medical Group, Inc., the
Company, Mead M. McCabe, Sr.
And Mead M. McCabe, Jr.
10.10 Investors Finders Agreement Incorporated by reference to Exhibit No.
dated June 9, 1994 among Nyer 10.12 to the Registration Statement.
Medical Group, Inc., and the
Company and Gulf American
Trading Company
10.11 Industrial Real Estate Lease Incorporated by reference to Exhibit No.
dated June 12, 1997 among the 10.13 to the Company's Quarterly Report
Company and Jetex Group, Inc. on Form 10-QSB for the
Quarter ended June 30, 1997
10.12 Letter from University of Incorporated by reference to Exhibit No.
Miami dated April 8, 1998 10.12 to the Company's Annual Report on
Form 10-KSB for the Fiscal Year ended
December 31, 1997
11. Statement re: computation of Not applicable
earnings
18. Letter on change in accounting Not applicable
principles
19. Reports furnished to Security Not applicable
holders
22. Published report regarding Not applicable
matters submitted to vote
23. Consents of experts and counsel Not applicable
24. Power of Attorney Not applicable
27. Financial Data Schedule Provided herewith