FORM 8-K
CURRENT REPORT
(Supplemental)
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 22, 2003
NEURO BIOSCIENCE, INC.
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(Exact Name of registrant as specified in its charter)
Utah 333-60362 87-0670014
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
1251 Avenue of the Americas, New York, NY 10020
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(Address of principal executive offices)
Registrant's telephone number, including area code (212) 591-0256
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MORTGAGE PROFESSIONALS LEAD SOURCE, INC.
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959 East Akers Way, Sandy, UT 84094
(801) 942-6066
(Former name or former address, if changed since last report.)
Certain statements in this 8-K may contain forward-looking
statements within the meaning of the Private Securities
Litigation Reform Act of 1995 (the "Act"), including, without
limitation, statements regarding the Company's expectations,
beliefs, estimates, intentions, and strategies about the future.
Words such as, "anticipates," "expects," "intends," "plans,"
"believes," "seeks," "estimates," or variations of such words and
similar expressions are intended to identify such forward-looking
statements, but their absence does not mean that the statement is
not forward-looking. The Company desires to avail itself of
certain "safe harbor" provisions of the Act and is therefore
including this special note to enable the Company to do so and to
disclose any such projections without warranting they can be
realized.
ITEM 1. CHANGE OF CONTROL
As earlier reported on a Form 8-K, filed on or about November 14,
2002, the predecessor entity, Mortgage Professionals Lead Source,
Inc. ("MPLS" or "Company"), entered into a Share Exchange Letter
of Intent dated September 26, 2002 with Neuro Bioscience, Inc.
("Neuro"), a Delaware Corporation having its principal place of
business in New York City, New York. The terms of this Share
Exchange were set-out in more detail in the 8-K as filed on
October 2, 2002 and November 14, 2002 with the Securities and
Exchange Commission ("SEC"). A Definitive Agreement
incorporating these terms, a copy of which is attached as an
exhibit to this 8-K filing, was entered between the parties on
October 15, 2002, subject to shareholder vote and ratification
pursuant to a Proxy Solicitation.
In the November 14, 2002 filing, new management undertook to file
consolidated financials for the two companies including the
operating subsidiary of Neuro Bioscience, Inc. located in Great
Britain and known as Neuro Bioscience, Ltd. This supplemental 8-K
filing is being made solely for the purpose of providing the
consolidated pro forma financial statements without the required
audited financial statements and this filing will again be
supplemented by the consolidated audited financials in the
company's next regular 10-KSB filing or by a further
supplemental 8-K.
All other terms and disclosures contained in the prior 8-K
filings are fully incorporated herein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
AUDITED HISTORICAL FINANCIAL STATEMENTS OF MPLS AND NEURO ARE NOT
CURRENTLY AVAILABLE. AT SUCH TIME AS THE AUDITED FINANCIAL
STATEMENTS BECOME AVAILABLE, THE PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS WILL BE UPDATED TO REFLECT THE AUDITED
BALANCES AND THE AUDITED FINANCIAL STATEMENTS WILL BE INCLUDED IN
AN AMENDED FORM 8-K OR THE 10-KSB REPORT FOR THE PERIOD ENDING
SEPTEMBER 30, 2002. ANY CHANGES RESULTING FROM THE AUDIT MAY BE
SUBSTANTIAL.
(i) The unaudited condensed consolidated pro forma financial
statements as of December 31, 2002, for the period January
1, 2002 (date of inceptions) through September 30, 2002, and
for the three months ended December 31, 2002 are attached.
SIGNATURE
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 hereunto duly authorized.
NEURO BIOSCIENCE, INC.
F/K/A MORTGAGE PROFESSIONALS LEAD
SOURCE, INC.
Date: January 22, 2003 By: /s/ Alan G.R. Bowen
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Mr. Alan G.R. Bowen
President/CEO
NEURO BIOSCIENCE, INC. AND SUBSIDIARY
FORMERLY MORTGAGE PROFESSIONALS LEAD SOURCE, INC.
(A Development Stage Enterprise)
PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
On November 14, 2002, Mortgage Professionals Lead Source, Inc. (MPLS) acquired
Neuro Bioscience, Inc. (Neuro), including its subsidiary Neuro Bioscience,
Limited. The shareholders of Neuro exchanged their shares for 9,000,000 shares
of MPLS no par restricted common stock. Since the shareholders of Neuro obtained
control of the consolidated entity by holding 94% of the outstanding common
stock of MPLS after the transaction, the merger was accounted for as the
acquisition of MPLS by Neuro (the acquirer). Under the terms of the agreement,
subsequent to the transaction, MPLS was to change its name to Neuro Bioscience,
Inc. and Neuro was to change its name to Neuro Bioscience Operating Company or a
reasonable derivation thereof.
The following unaudited pro forma condensed consolidated balance sheet has been
prepared to present the financial position of Neuro as though its acquisition of
MPLS was consummated on December 31, 2002. The following unaudited pro forma
condensed consolidated statements of operations have been prepared to present
the operations of the consolidated companies assuming the merger had occurred on
January 1, 2002, the date of inception of Neuro Bioscience, Inc., the acquirer.
Audited historical financial statements of MPLS and Neuro are not available. At
such time as the audited financial statements become available, the pro forma
condensed consolidated financial statements will be updated to reflect the
audited balances and the audited financial statements will be included in an
amended Form 8-K. Any changes resulting from the audit could be substantial.
The pro forma financial data is presented for informational purposes only and
may not be indicative of the future results of operations or the results of
operations that would have been realized had these transactions taken place on
the dates indicated.
NEURO BIOSCIENCE, INC. AND SUBSIDIARY
FORMERLY MORTGAGE PROFESSIONALS LEAD SOURCE, INC.
(A Development Stage Enterprise)
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(UNAUDITED)
DECEMBER 31, 2002
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Neuro Mortgage
Bioscience, Professionals Pro Forma Pro Forma
Inc. Leadsource, Inc. Adjustment Results
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ASSETS
Current Assets
Cash $ - $ 8,810 $ 8,810
Other current assets - - -
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Total Assets $ - $ 8,810 $ - $ 8,810
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LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts payable $ 1,256,084 $ 6,991 $ 1,263,075
Accrued expenses 757 - 757
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Total Current Liabilities 1,256,841 6,991 1,263,832
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Stockholders Equity (Deficit)
Common stock 5,081 126,592 (A) 131,673
Deficit accumulated during
the development stage (1,208,691) (124,773) (1,333,464)
Accumluated other comprhensive
income/loss (53,231) - (53,231)
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Total Stockholders' Equity
(Deficit) (1,256,841) 1,819 (1,255,022)
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Total Liabilities and
Stockholders' Equity (Deficit) $ - $ 8,810 $ - $ 8,810
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NOTES TO PRO FORMA CONDENSED CONSOLDATATED
BALANCE SHEET (UNAUDITED)
A - Reflects the issuance of 9,000,000 shares of common stock of Mortgage
Professionals Lead Source, Inc. to the shareholders of Neuro Bioscience, Inc.
For accounting purposes, Neuro Bioscience, Inc. is considered the acquiring
enterprise. Since there was no market for the MPLS common stock at the date of
merger, the fair value of the net assets of MPLS is considered the fair value of
the 619,000 shares of MPLS outstanding at that date. There were 9,619,000 shares
of MPLS no par common stock issued and outstanding after the reorganization.
NEURO BIOSCIENCE, INC. AND SUBSIDIARY
FORMERLY MORTGAGE PROFESSIONALS LEAD SOURCE, INC.
(A Development Stage Enterprise)
PRO FORMA CONDENSED CONSOLIDATED
STATEMENTS OF OPERATIONS
(UNAUDITED)
FOR THE PERIOD JANUARY 1, 2002 (Date of Inception)
THROUGH SEPTEMBER 30, 2002
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Neuro Mortgage
Bioscience, Professionals Pro Forma Pro Forma
Inc. Leadsource, Inc. Adjustment Results
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Revenue $ - $ 300 $ 300
Research and development 672,077 - 672,077
General and administrative
expenses 330,451 55,647 386,098
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Total operating expenses 1,002,528 55,647 1,058,175
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Net Loss $(1,002,528) $ (55,347) $ - $(1,057,875)
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Basic and Diluted Loss
Per Share $ (0.20) $ (0.09) $ (0.11)
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Weighted-Average Common
Shares Outstanding 5,080,543 619,000 (A) 3,919,457 9,619,000
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FOR THE THREE MONTHS ENDED DECEMBER 31, 2002
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Neuro Mortgage
Bioscience, Professionals Pro Forma Pro Forma
Inc. Leadsource, Inc. Adjustment Results
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Revenue $ - $ - $ -
Research and development 156,104 - 156,104
General and administrative
exenses 44,979 19,640 64,619
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Total operating expenses 201,083 19,640 220,723
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Net Loss $ (201,083) $ (19,640) $ - $ (220,723)
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Basic and Diluted Loss
Per Share $ (0.04) $ (0.03) $ (0.02)
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Weighted-Average Common
Shares Outstanding 5,080,543 619,000 (A) 3,919,457 9,619,000
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NOTES TO PRO FORMA CONDENSED CONSOLDATATED
STATEMENTS OF OPERATIONS (UNAUDITED)
A - On November 14, 2002, Mortgage Professionals Lead Source, Inc. acquired
Neuro Bioscience, Inc. The shareholders of Neuro Bioscience, Inc. exchanged
their shares for 9,000,000 shares of Mortgage Professionals Lead Source, Inc. no
par restricted common stock. These shares have been treated as having been
outstanding from January 1, 2002 for the purposes of the pro forma statements of
operations.