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 October 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. Identification No.)
Employer incorporation or organization)
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
--- ---
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.
As of October 31, 2001, 6,230,000 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 - October 31, 2001 (Unaudited) 3
Condensed statements of operations (Unaudited) - Three and six
months ended October 31, 2001 and 2000 and April 9, 1998
(inception) through October 31, 2001 4
Condensed statements of cash flows (Unaudited) - Six months ended
October 31, 2001 and 2000 and April 9, 1998 (inception) through
October 31, 2001 5
Notes to condensed financial statements (Unaudited) 6
Item 2. Plan of operation 9
PART II--OTHER INFORMATION 9
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
October 31, 2001
(Unaudited)
Total assets $ --
========
Liabilities and Shareholders' Deficit
Liabilities:
Accounts payable and accrued liabilities ....................... $ 1,595
Indebtedness to related parties (Note B) ....................... 2,043
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Total liabilities 3,638
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Shareholders' deficit:
Common stock ................................................... 7,673
Additional paid-in capital ..................................... 4,300
Deficit Accumulated during the development stage ............... (15,611)
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Total shareholders' deficit (3,638)
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Total liabilities and shareholders' deficit $ --
========
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 Six Months Ended (inception)
October 31, October 31, through
-------------------------- -------------------------- October 31,
2001 2000 2001 2000 2001
----------- ----------- ----------- ----------- -----------
Operating expenses:
Stock-based compensation (Note B):
Organizational costs ................ $ -- $ -- $ -- $ -- $ 500
General and administrative ............. 1,138 736 2,749 1,809 10,917
Contributed rent (Note B) .............. 300 300 600 600 4,300
----------- ----------- ----------- ----------- -----------
Total operating expenses 1,438 1,036 3,349 2,409 15,717
----------- ----------- ----------- ----------- -----------
Operating loss (1,438) (1,036) (3,349) (2,409) (15,717)
Interest income ........................... -- -- -- -- 106
----------- ----------- ----------- ----------- -----------
Loss before income taxes (1,438) (1,036) (3,349) (2,409) (15,611)
Income taxes .............................. -- -- -- -- --
----------- ----------- ----------- ----------- -----------
Net loss $ (1,438) $ (1,036) $ (3,349) $ (2,409) $ (15,611)
=========== =========== =========== =========== ===========
Basic and diluted (loss) per common share.. $ * $* $* $*
=========== =========== =========== ===========
Basic and diluted weighted average common
shares outstanding ..................... 6,230,000 1,230,000 5,813,334 1,230,000
=========== =========== =========== ===========
* 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
Six Months Ended (inception)
October 31, through
------------------ October 31,
2001 2000 2001
------- ------- -------
Net cash used in operating activities $(2,904) $(1,658) $(9,216)
------- ------- -------
Cash flows from financing activities:
Advances from affiliate (Note B) .................... 2,904 1,616 7,043
Repayment of advances from affiliate (Note B) ....... (5,000) -- (5,000)
Sale of common stock ................................ 5,000 -- 7,300
Offering costs incurred ............................. -- -- (127)
------- ------- -------
Net cash provided by financing activities 2,904 1,616 9,216
------- ------- -------
Change in cash ........................................ -- (42) --
Cash, beginning of period ............................. -- 537 --
------- ------- -------
Cash, end of period $ -- $ 495 $ --
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Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest ......................................... $ -- $ -- $ --
======= ======= =======
Income taxes ..................................... $ -- $ -- $ --
======= ======= =======
See accompanying notes to condensed financial statements
5
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
$600, $600, and $4,300, respectively, for the six months ended October 31, 2001
and 2000, and the period from April 8, 1998 (inception) through October 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 six months ended
October 31, 2001 CMS paid an additional $2,904 in legal, accounting, and general
and administrative expenses on behalf of the Company. In May 2001, the Company
repaid CMS $5,000 with proceeds from the sale of its equity securities (see Note
D). As of October 31, 2001, the balance owed CMS was $2,043.
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.
6
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 offering for 1,000,000 units of
the Company's equity securities. Each unit consisted of 5 shares of the
Company's common stock, one Class "A" warrant, one Class "B" warrant and one
Class "C" warrant. Units were sold at $.005 per unit for gross proceeds of
$5,000.
Class "A" warrants allow investors to purchase common stock at $2.00 per share;
Class "B" warrants allow investors to purchase common stock at $3.00 per share;
and Class "C" warrants allow investors to purchase common stock at $4.00 per
share. The warrants are exercisable over a three-year period. Following the
offering, the Company's issued and outstanding common stock totaled 6,230,000.
The sale of 5,000,000 shares of the Company's common stock, resulted in a change
in control of the Company.
Note E: Reverse acquisition
On June 4, 2001, the Company entered into a Share Exchange Agreement with NXI.
This transaction closed on November 12, 2001. Under the terms of the Agreement,
the Company issued 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.
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.
In anticipation of the closing of the Agreement, the Company's shareholders
approved the following:
(1) Name change:
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On June 21, 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:
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On June 21, 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.
7
LANIPRIN LIFE SCIENCES INC.
(formerly Brass Incorporated)
(A Development Stage Company)
Notes to Condensed Financial Statements
(Unaudited)
(3) Stock Option Plan:
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On June 21, 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. The Plan provides for the
granting of incentive options to employees and non-qualifying options to
non-employees. No options were granted as of October 31, 2001. The option
price, number of shares and grant date are determined at the discretion of
the Company's Board of Directors of a committee designated by the Board.
The exercise price of each incentive option granted to employees shall not
be less than 100 percent of the market price of the Company's stock on the
date of grant. The exercise price of each non-qualifying option granted to
non-employees shall not be less than 85 percent of the market price of the
Company's stock on the date of grant. Options under this plan are
exercisable for a period not to exceed ten years from the date of grant.
8
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. 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 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 and the transaction was closed on November 12,
2001. The Company's business plan is to enter the pharmaceutical and health
products industry with the 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.
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.
9
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
On November 12, 2001 the Company closed on the Acquisition of Nutrigo Xchange
Inc. On July 25, 2001 the shareholders of the company approved the share
exchange agreement dated June 4, 2001 with Nutrigo Xchange, Inc. The Company's
business plan is to enter the pharmaceutical and health products industry
through the acquisition of Nutrigo Xchange, Inc. The Company plans to develop
several over-the-counter medication products and an affordable prescription
service.
Under the terms of the Agreement, the Company is issuing 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.
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: December 19, 2001 By: /s/ Steven Zeldin
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Steven Zeldin, President
10