U.S. 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 the Quarterly Period Ended July 31, 2001
Commission file number 000-29179
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LANIPRIN LIFE SCIENCES, INC.
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(Exact name of small business issuer as specified in its charter)
Colorado 84-1493154
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1900 South Ocean Blvd., Suite 5E, Pompano Beach, FL 33034
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(Address of principal executive offices) (Zip Code)
303-979-3224
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(Issuer's telephone number)
Brass Incorporated, 7899 West Frost Drive, Littleton, CO 80128
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(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
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State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.
As of July 31, 2001, 5,396,667 shares of common stock, no par value, were
outstanding.
INDEX
Page
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PART I--FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed balance sheet - July 31, 2001 (Unaudited) 3
Condensed statements of operations (Unaudited) - Three months ended
July 31, 2001 and 2000 and April 9, 1998 (inception) through
July 31, 2001 4
Condensed statements of cash flows (Unaudited) - Three months ended
July 31, 2001 and 2000 and April 9, 1998 (inception) through
July 31, 2001 5
Notes to condensed financial statements (Unaudited) 6
Item 2. Plan of operation 8
PART II--OTHER INFORMATION 8
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
Signatures 10
2
LANIPRIN LIFE SCIENCES INC.
(formerly Brass Incorporated)
(A Development Stage Company)
Condensed Balance Sheet
July 31, 2001
(Unaudited)
Total Assets $ -
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Liabilities and Shareholders' Deficit
Liabilities:
Accounts payable and accrued liabilities $ 2,500
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Total liabilities 2,500
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Shareholders' deficit:
Common stock 7,673
Additional paid-in capital 4,000
Deficit Accumulated during the development stage (14,173)
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Total shareholders' deficit $ (2,500)
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Total liabilities and shareholders' deficit $ -
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See accompanying notes to condensed financial statements
3
LANIPRIN LIFE SCIENCES INC.
(formerly Brass Incorporated)
(A Development Stage Company)
Condensed Statements of Operations
(Unaudited)
April 9, 1998
Three Months Ended (inception)
July 31, through
------------------------------ July 31,
2001 2000 2001
------------ ------------ --------------
Costs and expenses:
Stock-based compensation
(Note B):
Organizational costs $ - $ - $ 500
Contributed rent (Note B) 300 300 4,000
General and administrative 1,611 1,073 9,779
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Total cost and expenses (1,911) (1,373) (14,279)
- - 106
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Net loss before income taxes (1,911) (1,373) (14,173)
Income taxes (Note C) - - -
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Net loss $ (1,911) $ (1,373) $ (14,173)
============ ============ ==============
Basic (loss) per common share $ * $ *
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Weighted average common shares
outstanding 5,396,667 1,230,000
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* Less than $.01 per share
See accompanying notes to condensed financial statements
4
LANIPRIN LIFE SCIENCES INC.
(formerly Brass Incorporated)
(A Development Stage Company)
Condensed Statements of Cash Flows
(Unaudited)
April 9,1998
Three Months Ended (inception)
July 31, through
------------------------------ July 31,
2001 2000 2001
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Net cash used in operating
activities $ (5,861) $ (159) $ (12,173)
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Cash flows from financing
activities:
Advances from affiliate
(Note B) 861 138 5,000
Sale of common stock 5,000 - 7,300
Offering costs incurred - - (127)
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Net cash provided by financing
activities 5,861 138 12,173
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Change in cash - (21) -
Cash, beginning of period - 537 -
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Cash, end of period $ - $ 516 $ -
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Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest $ - $ - $ -
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Income taxes $ - $ - $ -
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See accompanying notes to condensed financial statements
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LANIPRIN LIFE SCIENCES INC.
(formerly Brass Incorporated)
(A Development Stage Company)
Notes to Condensed Financial Statements
(Unaudited)
Note A: Basis of Presentation
The financial statements presented herein have been prepared by the Company in
accordance with the accounting policies in its audited financial statements
for the year ended April 30, 2001 as filed in its Form 10-KSB and should be
read in conjunction with the notes thereto. The Company entered the
development stage in accordance with Statement of Financial Accounting
Standard ("SFAS") No. 7 on April 9, 1998 and its purpose is to evaluate,
structure, and complete a merger with, or acquisition of, a privately owned
corporation.
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 periods presented have been made. The
results of operations for the period 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
Corporate Management Services ("CMS") organized the Company in exchange for
1,000,000 shares of the Company's common stock. The common stock was valued
at $500 by the Company's Board of Directors.
CMS provided office space at no charge to the Company, on an as needed basis,
from inception through May 15, 2001. Office space was provided by management
following the change in control on May 15, 2001 (see Note D). The Company's
Board of Directors valued the contributed office space at approximately $100
per month, based on prevailing local market rates. The accompanying financial
statements include a charge to rent expense and a credit to paid-in capital of
$300, $300, and $4,000, respectively, for the three months ended July 31, 2001
and 2000, and the period from April 8, 1998 (inception) through July 31, 2001.
At April 30, 2001 the Company owed CMS $4,139 for certain legal and accounting
expenses paid by CMS on behalf of the Company. During the three months ended
July 31, 2001 CMS paid an additional $861 in legal, accounting, and general
and administrative expenses on behalf of the Company. On May 15, 2001, the
Company repaid CMS $5,000 with proceeds from the sale of its common stock. As
of July 31, 2001, the balance owed CMS was $-0-.
Note C: Income Taxes
The Company records its income taxes in accordance with Statement of Financial
Accounting Standard No. 109, "Accounting for Income Taxes". The Company
incurred net operating losses during the periods shown on the condensed
financial statements resulting in a deferred tax asset, which was fully
allowed for, therefore the net benefit and expense result in $0 income taxes.
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LANIPRIN LIFE SCIENCES INC.
(formerly Brass Incorporated)
(A Development Stage Company)
Notes to Condensed Financial Statements
(Unaudited)
Note D: Change in control
On May 15, 2001, the Company completed a private common stock offering for
5,000,000 shares of the Company's common stock, resulting in a change in
control of the Company. The Company's new business plan is to enter the
pharmaceutical and health products industry through a reverse merger with
Nutrigo Xchange, Inc. ("NXI"), a Delaware corporation. NXI plans to develop
several over-the-counter medication products and an affordable prescription
service.
The common stock was sold at $.001 per share for gross proceeds totaling
$5,000. In addition, for each five shares of common stock purchased,
investors received one Class "A" warrant to purchase common stock at $2.00 per
share; one Class "B" warrant to purchase common stock at $3.00 per share; and
one Class "C" warrant to purchase common stock at $4.00 per share. The
warrants are exercisable over a three-year period.
Note E: Proposed reverse acquisition
On June 4, 2001, the Company entered into a Share Exchange Agreement with NXI.
This is a proposed transaction that has not closed as of the date of this
filing. Under the terms of the proposed Agreement, the Company will issue
12,021,500 shares of its common stock to the shareholders of NXI in exchange
for all of the issued and outstanding stock of NXI. Closing this Agreement
would result in a change in control of the Company.
In anticipation of the closing of the Agreement, the Company's shareholders
approved the following:
(1) Name change: On July 25, 2001, the shareholders of the Company
approved an amendment to the Articles of Incorporation to change the
Company's name from Brass Incorporated to Laniprin Life Sciences,
Inc.
(2) Authorized common stock: On July 25, 2001, the shareholders of the
Company approved an amendment to the Articles of Incorporation to
increase the number of authorized common shares from 20,000,000 to
50,000,000.
(3) Stock Option Plan: On July 25, 2001, the shareholders of the Company
approved the Company's 2001 Stock Option Plan. The Company has
authorized 5,000,000 shares of common stock to be available for the
Plan. No options were granted as of July 31, 2001.
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Part I--Item 2. Plan of Operation
The Company's plan of operation has been to seek out, investigate, and pursue
a merger, acquisition, or other business combination with an entity desiring
the perceived benefits offered by the Company as a result of its having a
class of securities registered under the Exchange Act. There have been no
revenues from operations since formation, and none are anticipated prior to
completing a business combination. The Company has no full time employees,
incurs nominal rent and administrative expenses of $100 per month, and has no
other recurring operational expenses except professional fees incurred as
necessary. The Company's president continues to devote approximately ten (10)
hours per month, without compensation, to the affairs of the Company.
The Company has identified a suitable target entity for a business
combination, and management has entered into a share exchange agreement dated
June 4, 2001 with Nutrigo Xchange, Inc. The share exchange agreement has been
approved by the shareholders however the transaction as of this date has not
closed. The Company's business plan is to enter the pharmaceutical and health
products industry through a reverse merger with Nutrigo Xchange, Inc. ("NXI"),
a Delaware corporation. NXI plans to develop several over-the-counter
medication products and an affordable prescription service.
Consummating this business opportunity is complex and risky due to the
Company's limited financial resources, the speculative nature of operations,
management's limited time commitment to the Company, management's potential
conflicts of interest, the burdens of being a reporting company, lack of
market research, and competition in the marketplace.
Part II--Other Information
Items 1 through 3
None
Item 4. Submission of Matters to a Vote of Security Holders
On July 25, 2001 the shareholders of the company approved the share exchange
agreement dated June 4, 2001 with Nutrigo Xchange, Inc. This transaction has
not closed as of the date of this filing. Under the terms of the Agreement,
the Company will issue 12,021,500 shares of its common stock to the
shareholders of Nutrigo Xchange, Inc. in exchange for all of the issued and
outstanding stock of Nutrigo Xchange, Inc. Closing this Agreement would
result in a change in control of the Company.
On July 25, 2001, the shareholders of the Company approved an amendment to the
Articles of Incorporation to change the Company's name from Brass Incorporated
to Laniprin Life Sciences, Inc.
8
On July 25, 2001, the shareholders of the Company approved an amendment to the
Articles of Incorporation to increase the number of authorized common shares
from 20,000,000 to 50,000,000.
On July 25, 2001, the shareholders of the Company approved the Company's 2001
Stock Option Plan. The Company has authorized 5,000,000 shares of common
stock to be available for the Plan. No options were granted as of July 31,
2001.
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
None
(b) Reports on Form 8-K
None
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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.
Laniprin Life Sciences, Inc.
Date: September 20, 2001 By: /s/ George G. Andrews
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George G. Andrews, President
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