Securities and Exchange Commission
Washington, D.C. 20549
FORM 8-K-A
Current Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
December 11, 2001
IMX PHARMACEUTICALS, INC.
-------------------------
(Exact name of Registrant as specified in its charter)
Commission File Number 000-30294
Utah 87-0394290
- ------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
Suite 2902, 140 Broadway, New York, NY 10005
--------------------------------------------
(Address of Principal Executive Offices)
212.509.9500
--------------------------------------------
(Registrant's Telephone number, including area code)
Page 1 of 4
ITEM 7. Financial Statements, Pro Forma Financial Information, and Exhibits.
These are the audited and pro forma financial statements required as a result of
the acquisition of all of the equity of Findstar plc and all of Cater Barnard
plc's interests in ThinkDirectMarketing, Inc. as described in more detail in
Item 2 of the Report on Form 8-K filed December 14th 2001. A discussion of
Findstar plc's operation results may be found in the Report on Form 10-QSB for
the three months ended December 31, 2001
Financial
Statement
Page Financial Statement Name
---------- ------------------------
F-1 Auditor's Report of Spokes & Company
F-2 Findstar plc Balance Sheet as of June 30, 2001 (audited)
F-4 Findstar plc Statement of Operations for the Year
Ended June 30, 2001 (audited)
F-5 Notes to Audited Financial Statements
F-8 IMX Pharmaceuticals, Inc. and Subsidiary Pro Forma
Balance Sheets as of September 30, 2001.
F-10 IMX Pharmaceuticals, Inc. and Subsidiary Pro Forma
Statements of Operations for the Three
Months Ended September 30, 2001.
F-11 IMX Pharmaceuticals, Inc. and Subsidiary Pro Forma
Statements of Operations for the Year Ended June 30, 2001.
Page 2 of 4
SIGNATURES
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.
IMX PHARMACEUTICALS, INC.
Date: February 22, 2002 By: /s/ Adrian Stecyk
------------------------------
Adrian Stecyk
Page 3 of 4
INDEX TO FINANCIAL STATEMENTS
Financial
Statement
Page Financial Statement Name
----------- --------------------------
F-1 Auditor's Report of Spokes & Company
F-2 Findstar plc Balance Sheet as of June 30, 2001 (audited)
F-4 Findstar plc Statement of Operations for the Year
Ended June 30, 2001 (audited)
F-5 Notes to Audited Financial Statements
F-8 IMX Pharmaceuticals, Inc. and Subsidiary Pro Forma
Balance Sheets as of September 30, 2001.
F-10 IMX Pharmaceuticals, Inc. and Subsidiary Pro Forma
Statements of Operations for the Three
Months Ended September 30, 2001.
F-11 IMX Pharmaceuticals, Inc. and Subsidiary Pro Forma
Statements of Operations for the Year
Ended June 30, 2001.
Page 4 of 4
AUDITORS' REPORT
We have audited the financial statements of Findstar plc for the period ended 30
June 2001 which comprise Group Profit and Loss Account, the Group Balance Sheet
the Company Balance Sheet, the Group Cash Flow Statement and the related notes.
These financial statements have been prepared under the historical cost
convention and the accounting policies set out therein.
Respective Responsibilities of Directors and Auditors
As described in the Statement of Directors' Responsibilities the company's
directors are responsible for the preparation of the financial statements. It is
our responsibility to form an independent opinion, based on our audit, on those
financial statements and report our opinion to you.
Basis of Opinion
We conducted our audit in accordance with United Kingdom Auditing Standards
issued by the Auditing Practices Board. An audit includes examination, on a test
basis, of evidence relevant to the amounts and disclosures in the financial
statements. It also includes an assessment of the significant estimates and
judgements made by the directors in the preparation of the financial statements,
and of whether the accounting policies are appropriate to the Group's
circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and
explanations which we considered necessary in order to provide us with
sufficient evidence to give reasonable assurance that the financial statements
are free from material misstatement, whether caused by fraud or other
irregularity or error. In forming our opinion we also evaluated the overall
adequacy of the presentation of information in the financial statements.
Fundamental Uncertainty
In forming our opinion we have considered the adequacy of the disclosure made in
note 2 to the accounts concerning the loss for the period and the net deficit of
assets and also the support now provided by the ultimate holding company. The
accounts have been prepared on a going concern basis, the validity of which
depends on the company starting to trade profitably and the continued funding
being available from the creditors, financiers and the ultimate holding company.
The accounts do not include any adjustments that would result from the company
being unable to continue to trade. Our opinion is not qualified in this respect.
Opinion
In our opinion the financial statements give a true and fair view of the state
of affairs of the Company and the Group as at 30 June 2001 and of the Group's
loss for the period then ended and have been properly prepared in accordance
with the Companies Act 1985.
SPOKES & COMPANY
Chartered Accountants and Registered Auditors
Hilden Park House
79 Tonbridge Road
Hildenborough
Kent TN11 9BH
31 October 2001
F-1
FINDSTAR, PLC
BALANCE SHEET
JUNE 30, 2001
ASSETS
- -------------------------------------------------------------------------------
CURRENT ASSETS:
Accounts receivable, net of
allowance for doubtful accounts of $91,168 $ 132,286
Inventories 15,926
Prepaid expenses 37,914
----------
Total Current Assets 186,126
----------
PROPERTY AND EQUIPMENT:
Property and equipment, net of
accumulated depreciation of $47,862 103,434
----------
OTHER ASSETS:
Goodwill 1,117,791
----------
Total Assets $1,407,351
==========
See accompanying notes and accountants' report
F-2
FINDSTAR, PLC
BALANCE SHEET
JUNE 30, 2001
LIABILITIES AND STOCKHOLDERS' EQUITY
- -------------------------------------------------------------------------------
CURRENT LIABILITIES:
Bank overdrafts 53,528
Accounts payable 274,701
Accrued expenses
and other current liabilities 979,812
-----------------
Total Current Liabilities 1,308,041
-----------------
LONG-TERM LIABILITIES:
Due to affiliate 395,120
-----------------
Total Long-Term Liabilities 395,120
-----------------
Total Liabilities 1,703,161
-----------------
STOCKHOLDERS' EQUITY (DEFICIT):
Common stock 437,138
Retained earnings (deficit) (732,948)
-----------------
Total Stockholders' Equity (Deficit) (295,810)
-----------------
Total Liabilities
and Stockholders' Equity (Deficit) $ 1,407,351
=================
See accompanying notes and accountants' report
F-3
FINDSTAR PLC
STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED
JUNE 30, 2001
NET SALES $ 330,731
COST OF SALES 171,435
-----------------
GROSS PROFIT 159,296
OPERATING EXPENSES
Selling 513,955
Advertising 856
General and administrative 321,640
Depreciation and amortization 48,843
-----------------
Total Operating Expenses 885,294
-----------------
LOSS FROM OPERATIONS (725,998)
-----------------
OTHER INCOME AND (EXPENSES)
Interest income 0
Asset impairment loss 0
Interest expense (4,897)
Reorganization items 0
Other (2,053)
-----------------
Total Other Income and (Expenses) (6,950)
-----------------
NET LOSS $ (723,948)
=================
See accompanying notes and accountants' report
F-4
FINDSTAR PLC
NOTES TO AUDITED FINANCIAL STATEMENTS
NOTE 1 - NATURE OF BUSINESS
Findstar plc ("the Company") was incorporated on January 2,
2001 in the United Kingdom. The Company acquired the entire
share capital of Panda Software (UK) Limited and Panda
Antivirus Software Limited on January 25, 2001.
The Company's entire share capital was purchased by Envesta
plc on June 25, 2001 and was then sold to IMX Pharmaceuticals,
Inc. on September 30, 2001.
The Company is the holding company of Panda Software (UK)
Limited and Panda Antivirus Software Limited. The financial
statements incorporate both these subsidiaries.
NOTE 2 - GOING CONCERN
The Company has incurred operating losses since incorporation.
The Company's current liabilities exceed its current assets by
$1,121,915 and its total liabilities exceed its total assets
by $295,810.
The accounts do not include any adjustments that would result
from The Company being unable to trade.
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash and cash equivalents
For purposes of reporting cash flows, The Company considers all
highly liquid investments purchases with an original maturity
of three months or less to be cash equivalent.
Accounts receivable
Management has evaluated the accounts receivable and believe
that a significant amount are uncollectable. The Company has
provided an allowance for doubtful accounts in the amount of
$91,168 at June 30, 2001.
Inventories
Inventories are stated at lower of cost or market value.
F-5
FINDSTAR PLC
NOTES TO AUDITED FINANCIAL STATEMENTS
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)
Property and equipment
Property and equipment are recorded at cost. Depreciation and
amortization are computed using methods that approximate the
assets over their useful working lives.
Revenue recognition
Sales are generally recorded upon the shipment of goods/
granting of licenses to customers.
Accounting estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make certain estimates and assumptions that affect the reported
amounts of assets and liabilities, and disclosure of contingent
assets and liabilities at the date of the financial statements
and the reported amounts of revenue and expenses during the
reported period. Actual results could differ from those
estimates.
NOTE 4 - INVENTORIES
Inventories consist of goods for re-sale.
NOTE 5 - PROPERTY AND EQUIPMENT
Property and equipment consisted of the following:
JUNE 30, 2001
-------------
Database $ 67,998
Fixtures and fittings 75,631
Motor vehicles 7,668
---------
151,297
Less: accumulated depreciation (47,862)
---------
Property and equipment, net of
accumulated depreciation $ 103,434
=========
F-6
FINDSTAR PLC
NOTES TO AUDITED FINANCIAL STATEMENTS
NOTE 6 - INCOME TAXES
The Company had a net operating loss of approximately $1,800,000
at June 30, 2001 which can be used to offset future profits of
The Company.
NOTE 7 - RELATED PARTY TRANSACTIONS
There were no related party transactions during the period
covered by the related financial statements.
NOTE 8 - COMMITMENTS AND CONTINGENCIES
The Company leases it's premises under a non- cancelable
operating lease. The future minimum annual rental payments
required under these operating leases are approximately as
follows:
Expiring within one year $ 0
Expiring between two and five years $ 76,990
A cross guarantee held by the bank in favor of The Company and
its subsidiaries has been given by The Company for all monies
owing.
Panda Software (UK) limited has the UK license for the import
and distribution of Panda anti-virus software.
F-7
IMX PHARMACEUTICALS, INC.
AND SUBSIDIARY
PRO FORMA BALANCE SHEETS
SEPTEMBER 30, 2001
ASSETS
- --------------------------------------------------------------------------------
IMX Pharmaceuticals
and subsidiaries Findstar, plc
Historical Historical Pro Forma Pro Forma
(Unaudited) (Unaudited) Adjustments Results
------------ ------------ ------------ ------------
CURRENT ASSETS
Cash $ 9,719 $ 0 $ (9,719) $ 0
Accounts receivable 8,238 264,394 (8,238) 264,394
Inventories 104,983 808 (104,983) 808
Other receivables 502,459 0 (502,459) 0
Prepaid expenses 18,033 39,588 (18,033) 39,588
------------ ------------ ------------ ------------
Total Current Assets 643,432 304,790 (643,432) 304,790
------------ ------------ ------------ ------------
PROPERTY AND EQUIPMENT
Property and equipment, net of
accumulated depreciation 973,665 98,340 (973,665) 98,340
------------ ------------ ------------ ------------
OTHER ASSETS
Goodwill 0 1,152,163 0 1,152,163
Note receivable, Shalom Y'all 0 0 100,000 100,000
Deposits and other 4,919 0 (4,919) 0
Promissory notes receivable 0 0 4,000,000 4,000,000
Indemnification agreement 0 0 50,000 50,000
Investment in Findstar plc 0 0 0 0
Investment in Think Direct Marketing. Inc 0 0 12,800,000 12,800,000
------------ ------------ ------------ ------------
Total Other Assets 4,919 1,152,163 16,945,081 18,102,163
------------ ------------ ------------ ------------
Total Assets $ 1,622,016 $ 1,555,293 $ 15,327,984 $ 18,505,293
============ ============ ============ ============
F-8
IMX PHARMACEUTICALS, INC.
AND SUBSIDIARY
PRO FORMA BALANCE SHEETS
SEPTEMBER 30, 2001
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
- --------------------------------------------------------------------------------
IMX Pharmaceuticals
and subsidiaries Findstar, plc
Historical Historical Pro Forma Pro Forma
(Unaudited) (Unaudited) Adjustments Results
------------ ------------ ------------ ------------
CURRENT LIABILITIES
Current portion of long-term
notes payable $ 0 $ 0 $ 0 $ 0
Bank overdrafts 0 67,029 0 67,029
Accounts payable 1,765,835 116,085 (1,765,835) 116,085
Accrued expenses 0 0
and other current liabilities 259,336 983,058 (259,336) 983,058
Commissions payable 278,037 0 (278,037) 0
Bankruptcy settlement and fees payable 0 0 68,000 68,000
Note payable 0 0 82,000 82,000
Sales tax payable 195,383 0 (195,383) 0
Stock recission payable 488,300 0 (488,300) 0
Loans payable 1,828,672 0 (1,828,672) 0
------------ ------------ ------------ ------------
Total Current Liabilities 4,815,563 1,166,172 (4,665,563) 1,316,172
------------ ------------ ------------ ------------
LONG-TERM LIABILITIES
Officer' loan payable 65,000 0 (65,000) 0
Promissory notes payable 0 0 3,000,000 3,000,000
Due to affiliate 0 803,144 0 803,144
Notes payable, less current portion 842,003 0 (842,003) 0
------------ ------------ ------------ ------------
Total Long-Term Liabilities 907,003 803,144 2,092,997 3,803,144
------------ ------------ ------------ ------------
Total Liabilities 5,722,566 1,969,316 (2,572,566) 5,119,316
------------ ------------ ------------ ------------
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock 0 0 18,224,800 18,224,800
Common stock 12,898 437,138 (446,298) 3,738
Additional paid-capital 10,495,487 0 (3,513,793) 6,981,694
Retained earnings (deficit) (14,030,881) (851,161) 2,479,733 (12,402,309)
Treasury stock (578,054) 0 1,156,108 578,054
Accumulated other
comprehensive income (loss) 0 0 0 0
------------ ------------ ------------ ------------
Total Stockholders' Equity (Deficit) (4,100,550) (414,023) 17,900,550 13,385,977
------------ ------------ ------------ ------------
Total Liabilities
and Stockholders' Equity (Deficit) $ 1,622,016 $ 1,555,293 $ 15,327,984 $ 18,505,293
============ ============ ============ ============
F-9
IMX PHARMACEUTICALS, INC.
AND SUBSIDIARY
PRO FORMA STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED
SEPTEMBER 30, 2001
IMX Pharmaceuticals, Inc.
and subsidiaries Findstar, plc
Historical Historical Pro Forma Pro Forma
(Unaudited) (Unaudited) Adjustments Results
----------- ----------- ----------- -------
NET SALES $ 34,881 $ 321,709 $ (34,881) $ 321,709
COST OF SALES 275 121,470 (275) 121,470
--------- --------- --------- ---------
GROSS PROFIT 34,606 200,239 (34,606) 200,239
--------- --------- --------- ---------
OPERATING EXPENSES
Selling 19,287 180,382 (19,287) 180,382
Advertising 16 2,798 (16) 2,798
General and administrative 20,686 109,547 (20,686) 109,547
Depreciation and amortization 5,449 9,450 (5,449) 9,450
--------- --------- --------- ---------
0
Total Operating Expenses 45,438 302,177 (45,438) 302,177
--------- --------- --------- ---------
LOSS FROM OPERATIONS (10,832) (101,938) 10,832 (101,938)
--------- --------- --------- ---------
OTHER INCOME AND (EXPENSES)
Interest income 0 0 0 0
Asset impairment loss 0 0 0 0
Interest expense 0 936 0 936
Reorganization items 0 0 0 0
Other (3,067) 0 3,067 0
--------- --------- --------- ---------
Total Other Income and (Expenses) (3,067) 936 3,067 936
--------- --------- --------- ---------
0
0
NET LOSS $ (13,899) $(101,002) $ 13,899 $(101,002)
========= ========= ========= =========
- --------------------------------------------------------------------------------
Weighted average number of shares of common stock outstanding:
Basic 3,738,486
Diluted 8,936,686
- --------------------------------------------------------------------------------
Net loss per common share:
Basic $ (0.03)
Diluted $ (0.01)
- --------------------------------------------------------------------------------
F-10
IMX PHARMACEUTICALS, INC.
AND SUBSIDIARY
PRO FORMA STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED
JUNE 30, 2001
IMX Pharmaceuticals, Inc.
and subsidiaries Findstar, plc
Historical Historical Pro Forma Pro Forma
(Unaudited) (Audited) Adjustments Results
----------- --------- ----------- -------
NET SALES $ 1,977,226 $ 330,731 $(1,977,226) $ 330,731
COST OF SALES 1,513,003 171,435 (1,513,003) 171,435
----------- ----------- ----------- -----------
GROSS PROFIT 464,223 159,296 (464,223) 159,296
OPERATING EXPENSES
Selling 742,788 513,955 (742,788) 513,955
Advertising 20,863 856 (20,863) 856
General and administrative 1,663,058 321,640 (1,663,058) 321,640
Depreciation and amortization 104,598 48,843 (104,598) 48,843
----------- ----------- ----------- -----------
0
Total Operating Expenses 2,531,307 885,294 (2,531,307) 885,294
----------- ----------- ----------- -----------
LOSS FROM OPERATIONS (2,067,084) (725,998) 2,067,084 (725,998)
----------- ----------- ----------- -----------
OTHER INCOME AND (EXPENSES)
Interest income 32,413 0 (32,413) 0
Asset impairment loss (1,029,177) 0 1,029,177 0
Interest expense 0 (4,897) 0 (4,897)
Reorganization items (5,634,421) 0 5,634,421 0
Other 262,056 (2,053) (262,056) (2,053)
----------- ----------- ----------- -----------
Total Other Income and (Expenses) (6,369,129) (6,950) 6,369,129 (6,950)
----------- ----------- ----------- -----------
0
0
NET LOSS $(8,436,213) $ (732,948) $ 8,436,213 $ (732,948)
=========== =========== =========== ===========
- --------------------------------------------------------------------------------
Weighted average number of shares of common stock outstanding:
Basic 3,738,486
Diluted 8,936,686
- --------------------------------------------------------------------------------
Net loss per common share:
Basic $ (0.20)
Diluted $ (0.08)
- --------------------------------------------------------------------------------
F-11