UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-QSB QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter Ended March 31, 2002 Commission File Number 0-109659 -------------- -------- CITA BIOMEDICAL, INC. ----------------------------------------------------- (Exact name of registrant as specified in its charter) COLORADO 93-0962072 -------- ---------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 9025 Wilshire Blvd. Suite 301, Beverly Hills, CA 90211 - ------------------------------------------------ ----- (Address of principal executive offices) (Zip code) (310) 550-4965 -------------- (Registrant's telephone number, including area code) ------------------------------------------- (Former name, former address and former fiscal year, if changed since last report.) 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 the past 90 days. Yes ____X_____ No _________ State the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common Stock, $.01 par value 45,702,273 - ---------------------------- ---------- Class Number of shares outstanding at March 31, 2002 PART I. Item 1. FINANCIAL INFORMATION CITA BIOMEDICAL, INC. Condensed Consolidated Balance sheet (Unaudited) March 31, 2002 Assets Current assets: Cash......................................................... $ 194,922 Employee advances............................................ - Prepaid expenses............................................. - ----------- Total current assets 194,922 Property and equipment, net........................................ 19,820 Intangible assets, net............................................. 38,344 Deposits........................................................... 15,662 ----------- $ 268,749 Liabilities and Shareholder's Deficit Current liabilities: Accounts payable and accrued liabilities..................... $2,054,998 Line of credit............................................... - Short-term loans............................................. 109,436 Advances payable to officer (Note B)......................... 181,676 ------------ Total current liabilities $2,346,110 ------------ Shareholder's deficit (Note E): Preferred stock.............................................. - Common stock................................................. 457,023 Additional paid-in capital................................... 8,267,351 Stock options................................................ 183,770 Deferred compensation........................................ (103,324) Accumulated deficit.......................................... (10,882,181) ------------ Total shareholder's deficit ( 2,077,361) ------------ $ 268,749 ============ See accompanying notes to consolidated financial statements 2 CITA BIOMEDICAL, INC. Condensed Consolidated Statements of Operations (Unaudited) Three Months Ended March 31, ------------------------------ 2002 2001 ------------ ------------ Revenues, net .................................................... $ 99,908 $ 57,453 ------------ ------------ Operating expenses: Cost of revenues ........................................... 49,188 38,325 General and administrative ................................. 650,297 570,183 Depreciation and amortization .............................. 5,948 109,828 ------------ ------------ Total operating expenses 705,433 718,336 ------------ ------------ Loss from operations (605,525) (660,883) ------------ ------------ Interest expense ................................................. - (1,703) Interest income .................................................. 1,082 7,146 ------------ ------------ Loss before income taxes (604,443) (655,440) Provision for income taxes (Note C) .............................. - - ------------ ------------ Net loss $ (604,443) $ (655,440) ============ ============ Basic and diluted loss per common share .......................... $ (0.01) $ (0.03) ============ ============ Basic and diluted weighted average Common Shares outstanding .................................. 42,960,272 25,915,578 ============ ============ See accompanying notes to consolidated financial statements 3 CITA BIOMEDICAL, INC. Condensed Consolidated Statements of Cash Flows (Unaudited) Three Months Ended March 31, -------------------- 2002 2001 ---- ---- Net cash used in operating activities $(127,327) $(471,534) --------- --------- Cash flows from investing activities: Payments for web site development ............................... - (18,162) Equipment purchases ............................................. - (1,207) --------- --------- Net cash used in investing activities - (19,369) --------- --------- Cash flows from financing activities: Proceeds from sale of common stock .............................. 128,000 372,406 Repayment of officer's advances (Note B) ........................ (19,500) (39,000) Proceeds from working capital advances .......................... - - --------- --------- Net cash provided by financing activities 108,500 333,406 --------- --------- Net change in cash .................................................... ( 18,827) (157,497) Cash, beginning of period ............................................. 213,749 472,885 --------- --------- Cash, end of period $ 194,922 $ 315,388 ========= ========= Supplemental disclosure of cash flow information: Cash paid during the period for: Interest...................................................... $ - $ - ========= ========= Income taxes.................................................. $ - $ - ========= ========= See accompanying notes to consolidated financial statements 4 CITA BIOMEDICAL, INC. Notes to Condensed Consolidated Financial Statements (Unaudited) Note A: Basis of presentation The condensed consolidated financial statements presented herein have been prepared by the Company in accordance with the accounting policies in its annual 10-KSB report dated December 31, 2001 and should be read in conjunction with the notes thereto. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) which are necessary to provide a fair presentation of operating results for the interim period presented have been made. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the year. Interim financial data presented herein are unaudited. Note B: Related party transactions During the three months ended March 31, 2002, the Company repaid an officer $19,500 related to working capital previously advanced to the Company. As of March 31, 2002, the remaining balance owed to the officer totaled $181,676, which is included in the accompanying condensed consolidated balance sheet as advances payable to officer. Note C: Income taxes The Company records its income taxes in accordance with Statement of Financial Accounting Standard No. 109, "Accounting for Income Taxes". Any deferred income tax asset due to net operating losses is fully allowed for as there is no assurance that the Company will have future net income to utilize the operating losses. 5 Note D: Shareholders' Equity During the three months ended March 31, 2002, the Company sold 842,859 shares of its $.01 par value common stock for $28,000 ($.033 per share). The stock sales were conducted in reliance on the exemption from federal securities registration requirements provided by Regulation S under Securities Exchange Act of 1934. During the three months ended March 31, 2002, the Company sold 2,000,000 shares of its $.01 par value common stock for $100,000 ($.05 per share) in reduction in debt owed by the Company to the same entity. The stock sales were conducted in reliance on the exemption from federal securities registrationrequirements provided by Regulation S under Securities Exchange Act of 1934. During the three months ended March 31, 2002, the Company issued 2,641,144 shares of its common stock for consulting services performed on behalf of the Company. The market value of the common stock on the date of issuance was $.09 per share. The stock sales were conducted in reliance on the exemption from federal securities registration requirements provided by Regulation S under Securities Exchange Act of 1934. Following is a schedule of changes in shareholders' equity for the three months ended March 31, 2002. Preferred Stock Common Stock Additional --------------- ------------ Paid-in Stock Deferred Accumulated Shares Amount Shares Par Value Capital Options Compensation Deficit Total ------ ------ ------ --------- ------- ------- ------------ ------- ----- Balance January 1, 2002.. - - 40,218,270 $402,183 $7,955,513 $183,770 $(103,324) $(10,277,737) $(1,839,595) Sale of common stock ($.033 per - - 842,859 8,429 19,571 - - - 28,000 share)........ Common stock sold 2,000,000 20,000 80,000 100,000 for reduction in debt Common stock issued 2,641,144 26,411 212,266 238,677 in exchange for services ($.__/share Net loss for the three months ended March 31, 2001 - - - - - - - (604,443) (604,443) ------ -------- ----------- --------- ----------- --------- ----------- ----------- ------------ Balance March 31, 2002 - - 45,702,273 $457,023 $8,267,350 $183,770 $ (103,324) $(10,882,180) $ (2,077,361) ====== ======== =========== ========= =========== ========= =========== ============ ============= PART I. Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS LIQUIDITY AND CAPITAL RESOURCES At March 31, 2002 the Company had cash of $194,922. During the three months ended March 31, 2002, the Company repaid an officer $19,500 related to working capital previously advanced to the Company. The Company anticipates financing its operations from net cash flow from operations and third party financing. The Company intends to explore all options available to it with respect to such potential financing. RESULTS OF OPERATIONS Revenue The Company's revenues for the three months ended March 31, 2001 were $99,909 compared to $57,453 for the three months ended March 31, 2001. Essentially all of this revenue was derived from procedures performed by licensees of CITA Americas, Inc. The increase in revenues was primarily due to more patients being treated. 6 Cost of Revenue The Company's cost of revenues for the three months ended March 31, 2002 was $49,189 compared to $38,325 for the three months ended March 31, 2001. This resulted in a gross profit of $51,802 for the three months ended March 31, 2002, or a gross profit margin of approximately 51 percent. The gross profit for the three months ended March 31, 2001 was $19,128, or a gross profit margin of approximately 33%. Other Operating Expenses General and administrative expenses for the three months ended March 31, 2002 were $650,297 compared to $570,183 for the three months ended March 31, 2001. The increase of $80,114 was primarily due to the consulting expenses associated with the Company raising capital and for the licensing of certain technologies from CITA S.L., a Spanish corporation. The Company incurred depreciation and amortization expenses of $5,948 for the three months ended March 31, 2002 as compared to $109,828 for the three months ended March 31, 2001. This decrease is due primarily to the impairment loss of patents, UROD Rights, and Web-site development costs at year-end 2001. The patents and web-site development costs were reduced to zero value. The UROD rights were re-valued to their current estimated fair value. The sum of the above resulted in a net loss of $604,443 for the three months ended March 31, 2002 as compared to a net loss of $655,440 for the three months ended March 31, 2001. PART II - OTHER INFORMATION Items 1 Through 5 - No response required. Item 6 - Exhibits and reports on Form 8-K. (a) No exhibits provided. (b) The Company filed no reports on Form 8-K during the three months ended March 31, 2002. 7 SIGNATURES The financial information furnished herein has not been audited by an independent accountant; however, in the opinion of management, all adjustments (only consisting of normal recurring accruals) necessary for a fair presentation of the results of operations for the three months ended March 31, 2002 and 2001 have been included. Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CITA Biomedical, Inc. (Registrant) DATE: May 29, 2002 BY:/s/Joseph Dunn -------------------------------------------- Joseph Dunn Chairman, President, Chief Executive Officer and Chief Financial Officer 8