UNITED STATES
SECURITIES 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)
February 24, 2003
ONCTHERA, INC.
(formerly known as CORSPAN INC.)
(Exact name of registrant as specified in its charter)
DELAWARE 13-4047693
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
151 South Ferry Quay
Liverpool, Merseyside L3 4EW
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number +44 (0) 151 707 7898
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This Current Report on Form 8-K/A amends Item 7 of the Current Report on Form
8-K filed with the Securities and Exchange Commission on March 18, 2003.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) EU Laboratories Limited. Financial Statements
Balance Sheet as of March 1 , 2003
Statements of Operations for the Period Ended March 1, 2003
(b) Pro Forma Financial Information
Unaudited Pro Forma Condensed Consolidated Balance Sheet as of
March 1, 2003
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 thereunto duly authorized.
Date: July 30, 2003 Oncthera Inc.
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(Registrant)
/s/ Ian Warwick
----------------------
Ian Warwick
President
EU LABORATORIES LIMITED
BALANCE SHEET
28 February 2003 28 February 2002
ASSETS $ $
Current assets 316 3
Accounts receivable 0 0
Inventories 0 0
Prepaid expenses and other assets 0 0
----------- -----------
Total current assets 316 3
Property and equipment - net 0 0
Other assets, net - -
----------- -----------
TOTAL ASSETS 316 3
=========== ===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Bank overdraft 0 0
Short term debt 0 0
Accounts payable 187,024 0
Accrued liabilities 0 0
Current maturities of obligations 0 0
under capital leases
----------- -----------
187,024 0
OTHER LIABILITIES
Long term maturities of obligations
under capital leases 0 0
Long term debt 0 0
----------- -----------
0 0
STOCKHOLDERS' EQUITY
Common stock, authorized 1,000
shares of $1.55 par value;
Issued and outstanding 200 316 3
shares
Additional paid-in capital 0 0
Accumulated deficit (181,465) 0
Accumulated other comprehensive
income (5,558) 0
----------- -----------
Total stockholders' deficit/surplus (186,707) 3
----------- -----------
Total liabilities and stockholders' (367,489) 2
deficit =========== ===========
The accompanying accounting policies and notes form an integral part of these
financial statements.
EU LABORATORIES LIMITED
STATEMENT OF OPERATIONS
Year Year
ended ended
February 28, February 28,
2003 2002
$ $
Net sales 0 0
Cost of goods sold 0 0
Gross profit 0 0
Operating expenses:
General and administrative 114,378 0
expenses
Research and development 67,088 0
Loss from operations (181,465) 0
Interest expense 0 0
NET LOSS (181,465) 0
Net loss attributable to (181,465) 0
common shares
Net loss per common share
Basic and diluted (9,073.33) 0
Weighted average common 200 200
shares outstanding
The accompanying accounting policies and notes form an integral part of these
financial statements.
EU LABORATORIES LIMITED
STATEMENT OF STOCKHOLDERS' EQUITY
Common Stock Additional Paid-in Accumulated Deficit
capital
Shares Amount
Balance at February 28, 2 3.20 -
2002
Issuance of common stock 198 314.80 -
Net loss for year end
February 28, 2003 $(181,465)
Balance at February 28, 200 316 $(181,465)
2003
The accompanying accounting policies and notes form an integral part of these
financial statements.
EU LABORATORIES LIMITED - NOTES TO THE FINANCIAL STATEMENTS
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
EU Laboratories Limited was incorporated in England on 15th February 2001 and
there was no commercial activity until fiscal year ending 28th February 2003.
Consequently, the attached financial statements are from inception.
The financial information presented includes the Fiscal Year ended February 28,
2003.
1. Principles of Consolidation
The financial statements include only the accounts of the Company.
2. Revenue Recognition
The Company recognizes income when products are shipped, and the customer has
accepted delivery.
3. Inventories
Inventories consist primarily of raw materials, work-in-progress, and finished
goods and are carried at the lower of cost (first-in, first-out method) or
market value. In the accounting period there was no inventory held.
4. Income Taxes
The Company accounts for income taxes using an asset and liability approach for
financial accounting and reporting purposes. Deferred income tax assets and
liabilities are determined based on differences between the financial reporting
and tax bases of assets and liabilities and are measured using the currently
enacted tax rates and laws. In the accounting period no income tax liability was
incurred.
5. Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management of the
Company to make estimates and assumptions affecting the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements, as well as revenues and expenses during
the reporting period. The amounts estimated could differ from actual results.
6. Net Loss Per Common Share
Net loss per common share, basic and dilutive, has been computed using common
shares issued and outstanding. The company has no potential dilutive securities.
7. Recent Accounting Pronouncements
In June 2001, the FASB issued Statement of Financial Accounting Standards No.
143 "Accounting for Asset Retirement Obligations" (Statement 143). Statement 143
requires that the fair value of a liability for an asset retirement obligation
be recognized in the period in which it is incurred if a reasonable estimate of
fair value can be made. We are required to adopt Statement 143, for the year
beginning January 1, 2002. The adoption of Statement 143 is not expected to have
a material effect on our consolidated financial position or results of
operations.
The FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets," in August 2001. SFAS No. 144, which addresses financial
accounting and reporting for the impairment of long-lived assets and for
long-lived assets to be disposed of, supercedes SFAS No. 121 and is effective
for fiscal years beginning after December 15, 2001. While the Company is
currently evaluating the impact the adoption of SFAS No. 144 will have on its
financial position and results of operations, it does not expect such impact to
be material.
NOTE B - INVENTORIES
Inventories consist of the following:
February 28 February 28
2003 2002
$ $
Raw materials - -
Work in progress - -
------------ -----------
- -
============ ===========
NOTE C - BASIS OF PRESENTATION AND REALIZATION OF ASSETS
The Company's viability as a going concern is dependent upon raising additional
capital, and ultimately, having net income. The Company's limited operating
history, including its losses, primarily reflects the operations of its early
stage.
The Company requires additional capital principally to meet its costs for the
implementation of its business plan. Should the Company's business plan fail to
be successful then it is not anticipated that the Company will be able to meet
its financial obligations through internal net revenue in the foreseeable
future. Therefore, future sources of liquidity will be limited to the Company's
ability to obtain additional debt or equity funding.
Based on our operating plan, we are seeking arrangements for long-term funding
through additional capital raising activities. The Company is actively reviewing
various avenues to raise finance and we are currently visiting with and meeting
a number of potential investors.
NOTE F - LONG TERM DEBT
The Company has no long term debt.
NOTE G - PROVISION FOR INCOME TAXES
The Company does not have any taxable income and accordingly no tax expense has
been recorded.
2003 2002
Current tax expense $ - $ -
Deferred tax assets (liabilities)
Tax loss carryforward $ 0 $ 0
Other - -
----------- ------------
0 0
Less valuation allowance - -
Net deferred tax asset $ - $ -
NOTE H - COMMITMENT
The Company has no commitments relating to any rental agreements.
ONCTHERA INC.
CONSOLIDATED BALANCE SHEET
March 1 2003 March 1 2002
ASSETS $ $
Current assets - cash 316 0
Accounts receivable 0 0
Inventories 0 0
Prepaid expenses and other assets 0 0
----------- -----------
Total current assets 316 0
Property and equipment - net 0 0
Intangible assets 1,681,465 -
----------- -----------
TOTAL ASSETS 1,681,781 0
=========== ===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Bank overdraft 0 0
Short term debt 0 0
Accounts payable 187,024 0
Accrued liabilities 0 0
Current maturities of obligations 0 0
under capital leases
----------- -----------
187,024 0
OTHER LIABILITIES
Long term maturities of obligations
under capital leases 0 0
Long term debt 0 0
----------- -----------
0 0
STOCKHOLDERS' EQUITY
Common stock, authorized 25,000,000
shares of $0.001 par value;
Issued and outstanding 16,581,492 16,581 0
shares
Additional paid-in capital 1,478,176 0
Accumulated deficit 0 0
----------- -----------
Total stockholders' deficit/surplus 1,494,757 0
----------- -----------
Total liabilities and stockholders' 1,681,781 0
deficit =========== ===========
ONCTHERA INC - NOTES TO THE CONSOLIDATED BALANCE SHEET
1. Principles of Consolidation
The consolidated financial statements include the accounts of the Company and
its wholly owned subsidiary EU Laboratories Limited.
2. Revenue Recognition
The Company recognizes income when products are shipped, and the customer has
accepted delivery.
3. Inventories
Inventories consist primarily of raw materials, work-in-progress, and finished
goods and are carried at the lower of cost (first-in, first-out method) or
market value. In the accounting period there was no inventory held.
4. Income Taxes
The Company accounts for income taxes using an asset and liability approach for
financial accounting and reporting purposes. Deferred income tax assets and
liabilities are determined based on differences between the financial reporting
and tax bases of assets and liabilities and are measured using the currently
enacted tax rates and laws. In the accounting period no income tax liability was
incurred.
5. Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management of the
Company to make estimates and assumptions affecting the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements, as well as revenues and expenses during
the reporting period. The amounts estimated could differ from actual results.
6. Net Loss Per Common Share
Net loss per common share, basic and dilutive, has been computed using common
shares issued and outstanding. The company has no potential dilutive securities.
7. Recent Accounting Pronouncements
In June 2001, the FASB issued Statement of Financial Accounting Standards No.
143 "Accounting for Asset Retirement Obligations" (Statement 143). Statement 143
requires that the fair value of a liability for an asset retirement obligation
be recognized in the period in which it is incurred if a reasonable estimate of
fair value can be made. We are required to adopt Statement 143, for the year
beginning January 1, 2002. The adoption of Statement 143 is not expected to have
a material effect on our consolidated financial position or results of
operations.
The FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets," in August 2001. SFAS No. 144, which addresses financial
accounting and reporting for the impairment of long-lived assets and for
long-lived assets to be disposed of, supercedes SFAS No. 121 and is effective
for fiscal years beginning after December 15, 2001. While the Company is
currently evaluating the impact the adoption of SFAS No. 144 will have on its
financial position and results of operations, it does not expect such impact to
be material.
NOTE B - INVENTORIES
Inventories consist of the following:
February 28 February 28
2003 2002
$ $
Raw materials - -
Work in progress - -
------------ -----------
- -
============ ===========
NOTE C - BASIS OF PRESENTATION AND REALIZATION OF ASSETS
The Company's viability as a going concern is dependent upon raising additional
capital, and ultimately, having net income. The Company's limited operating
history, including its losses, primarily reflects the operations of its early
stage.
The Company requires additional capital principally to meet its costs for the
implementation of its business plan. Should the Company's business plan fail to
be successful then it is not anticipated that the Company will be able to meet
its financial obligations through internal net revenue in the foreseeable
future. Therefore, future sources of liquidity will be limited to the Company's
ability to obtain additional debt or equity funding.
Based on our operating plan, we are seeking arrangements for long-term funding
through additional capital raising activities. The Company is actively reviewing
various avenues to raise finance and we are currently visiting with and meeting
a number of potential investors.
NOTE F - LONG TERM DEBT
The Company has no long term debt.
NOTE G - PROVISION FOR INCOME TAXES
The Company does not have any taxable income and accordingly no tax expense has
been recorded.
2003 2002
Current tax expense $ - $ -
Deferred tax assets (liabilities)
Tax loss carryforward $ 0 $ 0
Other - -
----------- ------------
0 0
Less valuation allowance - -
Net deferred tax asset $ - $ -
NOTE H - COMMITMENT
The Company has no commitments relating to any rental agreements.