UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE PERIOD ENDED JUNE 30, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO.
Commission File Number 333-60362
NEURO BIOSCIENCE, INC.
----------------------
(Exact name of registrant as specified in its charter)
Filed Effective August 19, 2003
Utah 87-0670014
---- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1251 Avenue of the Americas
35th Floor, Suite 29
New York, NY 10020
(Address of principal executive officers)
(212) 591-0256
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (l) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter periods that the registrant was
required to file such reports), X Yes No ____; and (2) has been subject to such
filing requirements for the past 90 days: X Yes _ No ____
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by the court. Yes No Not Applicable
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date.
Common Stock: 17,771,472 shares issued as of August 18, 2003. No Par Value.
Authorized - 50,000,000 common voting shares. The company has only one class of
shares.
INDEX
Neuro Bioscience, Inc.
For the Quarter Ending June 30, 2003
Part I. Financial Information
Item 1. Financial Statements
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Item 3. Controls and Procedures
Part II. Other Information
Item 5. Other Matters
Item 6. Exhibits and Reports on Form 8-K
Signatures
Certifications
2
PART I-UNAUDITED FINANCIAL INFORMATION
ITEM 1. UNAUDITED FINANCIAL STATEMENTS
The financial statements included herein have been prepared in conformity with
accounting principles generally accepted in the United States of America however
not been reviewed by our independent auditors due to our inability to obtain
detailed information from our acquisition of CLL Pharma SA which occurred during
the quarter. As soon as practical this filing will be updated when that
information is obtained and the review completed.
The statements are unaudited, but reflect all adjustments, which, in the opinion
of management, are necessary to fairly present the Company's financial position
and results of operations. All such adjustments are of a normal recurring
nature.
NEURO BIOSCIENCE, INC.
(A Development Stage Company)
TABLE OF CONTENTS
PAGE
CONSOLIDATED FINANCIAL STATEMENTS:
Condensed Consolidated Balance Sheets - June 30, 2003 and December 31, 2002
(Unaudited) 3
Condensed Consolidated Statements of Operations for the Three Months Ended June
30, 2003 and 2002 and for the Period from December 31, 2001 (Date of Inception)
through June 30, 2003 (Unaudited) 4
Condensed Consolidated Statements of Cash Flows for the Three Months Ended June
30, 2003 and 2002 and for the Period from December 31, 2001 (Date of Inception)
through June 30, 2003 (Unaudited) 5
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 6
3
NEURO BIOSCIENCE, INC.
(A Development Stage Company)
CONDENSED CONSOLIDATED CONDENSED BALANCE SHEET
(Unaudited)
June 30, December 31,
2003 2002
- ------------------------------------------------------------------------------------------------
FIXED ASSETS
Goodwill 18,485,213
CURRENT ASSETS
Cash $ - $ 8,809
Other assets 156 156
- ------------------------------------------------------------------------------------------------
Total Current Assets 156 8,965
- ------------------------------------------------------------------------------------------------
Total Assets $ 18,485,369 $ 8,965
================================================================================================
LIABILITIES AND STOCKHOLDER'S DEFICIT
Current Liabilities
Accounts payable $ 1,217,133 $ 855,404
Related party payables 450,000 450,000
Accrued expenses 294,778 22,778
- ------------------------------------------------------------------------------------------------
Total Current Liabilities 1,961,911 1,328,182
- ------------------------------------------------------------------------------------------------
Stockholders' Deficit
Common stock, no par value; 50,000,000 shares
authorized; 17,771,472 shares issued and outstanding 17,771 10,069
Additional paid-in capital 18,801,796 213,523
Accumulated deficit (2,296,109) (1,542,809)
- ------------------------------------------------------------------------------------------------
Total Stockholders' Equity 16,523,458 (1,319,217)
- ------------------------------------------------------------------------------------------------
Total Liabilities and Stockholders' Deficit $ 18,485,369 $ 8,965
================================================================================================
See the accompanying notes to the condensed consolidated financial statements.
4
NEURO BIOSCIENCE, INC.
(A Development Stage Company)
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
For the Period From
For the For the December 31, 2001
Three Months Three Months (Date of Inception)
Ended June 30, Ended June 30, through June 30,
- --------------------------------------------------------------------------------------------------------
2003 2002 2003
- --------------------------------------------------------------------------------------------------------
Revenue $ - $ - $ -
Operating Expenses
Research and development 150,000 225,000 1,257,000
Consulting expense 42,000 30,000 173,000
General and administrative expenses 90,131 71,171 849,596
- ------------------------------------------------------------------------------------------------------
Total Operating Expenses 282,131 326,171 2,279,596
Foreign Currency exchange
gain (loss), net (17,513)
- -------------------------------------------------------------------------------------------------------
Net Loss $ (282,131) $ (326,171) $ (2,296,109)
=======================================================================================================
Basic and Diluted Loss Per Share $ (0.01) $ (0.04)
- -----------------------------------------------------------------------------
Weighted Number of Shares
Shares Outstanding 17,771,472 9,000,000
- -----------------------------------------------------------------------------
See the accompanying notes to the condensed consolidated financial statements.
5
NEURO BIOSCIENCE, INC.
(A Development Stage Company)
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
For the Period From
For the For the December 31, 2001
Three Months Three Months (Date of Inception)
Ended June 30, Ended June 30, through June 30,
- ----------------------------------------------------------------------------------------------------------------------------
2003 2002 2003
- ----------------------------------------------------------------------------------------------------------------------------
Cash Flows from Operating Activities
Net loss $ (282,131) $ (382,076) $ (2,296,109)
Stock issued for services - - 100,000
Contributed officer's services - 30,000 120,000
Warrants issued for services - - 110,762
Changes in current liabilities:
Accounts payable and accrued expenses 282,131 127,333 1,487,480
Related party payables - 225,000 450,000
- -------------------------------------------------------------------------------------------------------------------------
Net Cash Used by Operating Activities 0 257 (27,867)
- -------------------------------------------------------------------------------------------------------------------------
Cash Flows from Investing Activities
Cash acquired in purchase of MPLS Corporation - - 10,354
- -------------------------------------------------------------------------------------------------------------------------
Net Cash Provided by Investing Activities - - 10,354
- -------------------------------------------------------------------------------------------------------------------------
Cash Flows from Financing Activities - - -
- -------------------------------------------------------------------------------------------------------------------------
Effect of Exchange Rate Changes on Cash (257) 17,513
- -------------------------------------------------------------------------------------------------------------------------
Net Increase in Cash 0 - -
Cash at Beginning of Period 0 - -
- -------------------------------------------------------------------------------------------------------------------------
Cash at End of Period $ - $ - $ -
=========================================================================================================================
Non Cash Investing and Financing Activities
Common stock issued for receivable $ - $ 156 $ 156
See the accompanying notes to the condensed consolidated financial statements.
6
NEURO BIOSCIENCE, INC.
(A Development Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2003
(Unaudited)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Condensed Financial Statements - The accompanying unaudited condensed
consolidated financial statements include the accounts of Neuro Bioscience, Inc.
and its subsidiaries (the "Company"). These financial statements are condensed
and, therefore, do not include all disclosures normally required by accounting
principles generally accepted in the United States of America. These statements
should be read in conjunction with the Company's annual financial statements
included in the Company's December 31, 2002 Annual Report on Form 10-KSB. In
particular, the Company's significant accounting principles were presented as
Note 2 to the consolidated financial statements in that report. In the opinion
of management, all adjustments necessary for a fair presentation have been
included in the accompanying condensed consolidated financial statements and
consist of only normal recurring adjustments. The results of operations
presented in the accompanying condensed consolidated financial statements for
the three months ended June 30, 2003 are not necessarily indicative of the
results that may be expected for the full year ending December 31, 2003.
NOTE 2 - BUSINESS CONDITION
The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. During the period from December
31, 2001 (Date of inception) through June 30, 2003, the Company incurred a net
loss and accumulated deficit of $2,296,109 the Company had not generated any
revenues. These factors, among others, indicate that the Company may be unable
to continue as a going concern. The accompanying financial statements do not
include any adjustments relating to the carrying amount and classification of
recorded assets or the amount and classification of liabilities that might be
necessary should the Company be unable to continue as a going concern. The
Company's ability to continue as a going concern is dependent upon its ability
to generate sufficient cash flows to meet its obligations on a timely basis, to
obtain additional financing and ultimately to attain successful operations. The
Company acquired a French corporation CLL Pharma SA during the quarter ended
June 30, 2003, however, as of the current time, CLL Pharma SA have not provided
any accounts to the Company and as such their results have not been incorporated
in this filing. The Company expects to file an amended 10QSB/A when these
numbers have been made available and every effort is being made by the Company
to do this as timely as possible. The Company's management intends to raise
additional financing through a public offering. There is no assurance that
additional financing will be obtained.
NOTE 3 - STOCKHOLDERS' EQUITY
As part of the Stock Exchange Agreement with MPLS, in the event that the Company
had not obtained financing of at least $5 million within 60 days of the
agreement (November 14, 2002), the former directors of MPLS were to be issued
warrants to purchase common stock of the Company. Due to funding not being
obtained within the 60 day period, the 503,465 warrants were effectively issued
to the former directors January 14, 2003. The warrants were valued at fair
market value of $0.22 per share or $110,762 using the Black-Scholes option
pricing model.
On he 26th May, 2003, the Company issued 7,702,172 shares of common stock to the
shareholders of CLL Pharma SA in exchange for 97% of the issued and outstanding
share capital of CLL Pharma SA.
NOTE 4 - LICENSING AGREEMENTS
The Company has five exclusive licensing agreements with various companies
relative to patents and patent applications. Under the terms of the agreements,
the Company is required to pay a royalty ranging from 4% to 10% of net sales.
Under the terms of two of the licensing agreements, 400,000 and 200,000 shares
of common stock were to be issued within 90 days of the agreements, or during
January and February 2003, respectively. The Company intends to issue the shares
once the next stage of development of the products has been completed. The value
of the shares to be accrued based on the fair market value of the common stock
of $0.22 per share is $88,000 and $44,000, respectively.
NOTE 5 - MERGER
On March 31, 2003, the Company entered into a merger agreement with CLL PHARMA
SA ("CLL"), a French corporation that is developing generic drug products and
drug delivery systems. As of the effective date of the merger, the Company will
acquire up to 100% of CLL. The transaction closed on 26th May 2003, and
7,702,172 shares of common stock of Neuro Bioscience Inc were issued to
shareholders of CLL for 97% of the issued share capital of CLL Pharma SA.
NOTE 6 - CONSULTING AGREEMENT
On January 1, 2003, the Company entered into an agreement with a consulting
group to provide financial services. As part of the agreement, the Company's
current President, Alan Bowen, will act as Chief Financial Officer and President
of the Company. The fee for these services will be $10,000 per month, which will
increase to $15,000 per month when the Company completes a public offering.
7
NOTE 7 - COMMITMENTS
On March 1, 2003, the Company entered into an agreement with a financial
services group to act in the capacity of a financial advisor. Under the terms of
the agreement, a retainer of $9,000 per month will be accrued and 250,000
warrants will be issued. The retainer will be paid and the warrants issued
either when a public or private debt or equity financing is completed or a
merger or acquisition is completed. In addition, if a debt or equity financing
occurs during the term of the agreement, the Company will pay the financial
services group a success fee of 7% of the value of the transaction and issue
warrants equal to 10% of the value of the transaction. If a merger or
acquisition takes place, that was introduced by the financial services group,
the Company shall pay a success fee of 5% and issue warrants equal to 3% of the
value of the transaction.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF
OPERATION
FORWARD LOOKING INFORMATION
Certain statements in this Section and elsewhere in this report are forward-
looking in nature and relate to trends and events that may affect the Company's
future financial position and operating results. Such statements are made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. The terms "expect", "intend", and "project" and similar
words or expressions are intended to identify forward-looking statements. These
statements speak only as of the date of this report. The statements are based on
current expectations, are inherently uncertain, are subject to risks, and should
be viewed with caution. Actual results from experience may differ materially
from the forward-looking statements as a result of many factors, including
changes in economic conditions in the markets served by the company, increasing
competition, fluctuations in raw materials and energy prices and other
unanticipated events and conditions. It is not possible to foresee or identify
all such factors. The company makes no commitment to update any forward-looking
statement or to disclose any facts, events, or circumstances after the date
hereof that may affect the accuracy of any forward-looking statement.
HISTORY AND GENERAL DESCRIPTION OF OPERATIONS
Neuro Bioscience, Inc. ("Neuro") became a public entity on approximately
November 14, 2002 upon the completion of an acquisition of Neuro Bioscience,
Inc., a privately held Delaware corporation, by an inactive public corporation
known as Mortgage Professionals Lead Source, Inc. ("MPLS") after which share
acquisition the name of the public corporation was changed to Neuro Bioscience,
Inc. and it assumed, as its sole business activities, the business of Neuro as
its sole operating subsidiary. This type of reorganization is sometimes referred
to as a "reverse acquisition" since the surviving company takes on the name, all
of the attributes, business and appoints management directly selected by the
acquired company as part of the reorganization.
MPLS was incorporated in Utah on February 16, 2001 and completed an initial
public offering of its securities in December, 2001, raising approximately
$109,300 of net proceeds from this offering pursuant to an SB-2 registration
filing which also became effective in the state of Utah by coordination.
In September, 2002 MPLS entered into a Letter of Intent to acquire the product
and assets of Neuro Bioscience of Delaware. The essential terms of this
acquisition provided that the public company, MPLS, would change its name of
record in Utah to Neuro Bioscience, have a new board of directors elected by a
special shareholder meeting incident to the reorganization as nominated by the
then current management of Neuro Bioscience. Neuro Bioscience of Delaware would
then operate as the sole business subsidiary for the development of the
pharmaceutical products and processes. Neuro Bioscience, Inc., which would
remain a Delaware corporation, would be wholly owned by the prior MPLS. Neuro
Bioscience of Delaware has subsequently changed its name to Neuro Acquisition
Corporation to avoid confusion with its parent. With this description of the
reorganization, all subsequent references in this quarterly report to Neuro or
Neuro Bioscience, Inc. shall mean the publicly held Utah Corporation for which
this report is being completed, unless the subsidiary is specifically
identified. The reorganization was completed and ratified by shareholder vote on
November 14, 2002. Articles of Name Change for MPLS to Neuro Bioscience were
filed in Utah on November 18, 2002.
Neuro Bioscience of Delaware has a wholly owned subsidiary in Great Britain
known as Neuro Bioscience Limited, a privately held and chartered corporation in
Great Britain which is wholly owned by Neuro Bioscience of Delaware. This
subsidiary was previously known as European Life Science Research Limited and
was incorporated on December 9, 1997. Since April 8, 2002 it has been known as
Neuro Bioscience Limited and will be referred to in this report as Neuro
Bioscience of Britain. The essential purpose of this subsidiary is to provide on
site management review and supervision of the license rights and product
development obligations entered by Neuro Bioscience of Delaware. Since most of
the licensors of the Pharmaceutical Products are British entities, it has been
deemed historically appropriate to have an on-site supervision and management
entity to supervise the operation and development of the pharmaceutical products
and processes pursuant to these license agreements.
Neuro Bioscience of Utah has a wholly owned subsidiary in France known as CLL
Pharma SA, a privately held chartered corporation in France which is 97% owned
by Neuro Bioscience of Utah. The purpose of this subsidiary is the business of
drug delivery and reformulation services.
8
By way of current general description, all operations and directions of the
company are now vested in the board of directors of Neuro which fully oversees
and directs the operations of its operating subsidiaries, Neuro Bioscience of
Delaware, which in turn is the licensee of the six principal pharmaceutical
products or processes currently under development by the company, and CLL Pharma
SA. Neuro Bioscience of Britain, as a wholly owned subsidiary of Neuro
Bioscience of Delaware, continues to provide on-site management and supervision
of the implementation of the license rights and product development in Great
Britain with the various licensors. Neuro Bioscience of Great Britain has one
director and principal officer who is also a director and principal officer in
Neuro Bioscience of Delaware and Neuro Bioscience, the public entity, thereby
providing a direct line of responsibility and reporting as to the field
activities of the company.
Neuro may consider, but has not finally determined to complete, a formal
statutory merger between Neuro Bioscience of Delaware and the parent company in
the future. Any such event would, of course, be reported as required by various
state laws, as well as reporting requirements under the Securities and Exchange
Act of 1934 to shareholders as part of a closed end merger, if and when such
action is taken by the board of directors.
The Company is also considering, during the current calendar year of 2003, the
possibility of upgrading its current stock exchange listing from the current
Electronic Bulletin Board as sponsored by the National Association Securities
Dealers (NASD) to the newly sponsored and proposed BBX Listing also to be
administered by the NASD. Any company, as part of a BBX Listing, would be
required to propose and adopt certain reorganizational matters to its structure
including the designation of an independent audit committee. Neuro is currently
reviewing those requirements and the prospects of a proposed BBX Listing. Again,
any shareholder would be advised through notice and any required voting on
proposals incident to such listing as required by both state corporate law and
34' Act requirements.
As presently constituted Neuro has 50,000,000 common shares authorized at $0.001
par value. There are no other classes or series of shares. Of the 17,771,472
common shares presently outstanding, approximately 16,702,172 shares are issued
to 20 shareholders. These shareholders are primarily entities having a direct or
indirect interest in the pharmaceutical products and procedures of the company
and all of them are foreign corporations, principally located in Great Britain
and France. Collectively, these shareholders now own 89.1% of the issued and
outstanding shares of the company. Approximately 10% is held by prior principals
and affiliates, who held shares prior to the merger , and the remaining 0.9% is
held by the public.
In summary, Neuro is essentially controlled by the group of 20 principal
shareholders located in the USA and Europe and should remain under their control
for the foreseeable future.
Neuro presently does not have any stock rights or options authorized or issued.
It would be anticipated, as part of the needs of the company to raise interim
funding, some portion of the authorized but unissued shares will be issued in
the future if these funding efforts are successful. No present agreement,
offering or arrangement to place shares presently exits.
PRODUCTS AND MARKETS
Neuro is an emerging biotechnology company that is focused on the discovery,
development delivery, reformulation and commercialization of drugs or procedures
to treat diseases and disorders of the human central nervous system, generically
"CNS" Drugs or processes and for other debilitating diseases. The Company has
license and development rights to products targeted against Alzheimer's,
Depression, Multiple Sclerosis, and Parkinson's Disease. The Company will seek
to develop these products by entering into co-development, licensing and
marketing agreements with pharmaceutical partners. The Company's subsidiary CLL
PHARMA S.A. (CLL) is a drug delivery company utilizing its own proprietary oral
drug delivery technologies to develop a pipeline of drugs internally and
partnering with the world's leading pharmaceutical and biotechnology companies
managing the lifecycles of established products. CLL has 70 international
patents and brings an experienced R&D and regulatory department and has
marketing and production agreements with many pharmaceutical companies. CLL
currently has 54 marketing authorizations for the products in its portfolio. CLL
PHARMA S.A. has five proprietary drug delivery platforms enabling effective
delivery of medications by improving the solubility, stability and
bioavailability of drug compounds:
.. MIDDS(r) -- Increases intestinal absorption of poorly soluble lipophilic
active ingredients resulting in lower administered dosing, which will optimize
efficacy and improve tolerance
.. CELDIS(r) -- Taste masking formulation technology applied to macrolide
antibiotics
.. FASTORAL(r) -- Orodispersible tablet formulation which promotes compliant
treatment
.. CELSOL(r) -- Formulation process where an insoluble active ingredient is made
soluble in water.
.. CELATOM(r) -- Enhanced bioavailabilty formulation for insoluble drugs by
atomization
Neuro currently does not have any revenues to complete the development,
licensing and marketing of its six pharmaceutical products and processes. As a
result, the Company will continue with its limited present capital resources as
per its credit agreement with Jano Holdings Limited to maintain current
operations of the corporation and to engage in limited licensing compliance
procedures. However, before significant progress can be made in the licensing or
development process of each of the pharmaceutical products, the Company will be
required to raise significant additional capital.
9
LIQUIDITY AND SOURCES OF CAPITAL
Jano Holdings, Ltd. is a privately held Gibraltar corporation which is providing
an initial line of credit funding for the company as described below.
In August 2001, the Company obtained a secured financing facility with Jano
Holdings for $2,000,000, bearing interest at a rate of 7% per annum. The
Facility provides for up to $2,000,000 in short term financing available in
several tranches, subject to criteria, conditions and covenants set forth in the
agreement. The Facility is secured by the pledge of the assets of the Company.
It is anticipated this credit facility will provide initial operating capital
for approximately the next eight months. A copy of this agreement has been
earlier filed.
PLAN OF OPERATION
The Company primarily intends to raise additional capital by seeking out
potential institutional or private investors who would invest funds on a private
placement basis. Since no current offering has been outlined or implemented, no
specific description is possible, at the present time, concerning the form,
amounts or terms of such anticipated private placement. The Company would intend
that any such private placement would primarily consist of its common stock
which would be sold as restricted common stock in a private placement offering
either in the United States or Great Britain or some combination of these
jurisdictions. It is possible, though not presently anticipated; the Company may
also sell debt instruments, not presently authorized, as part of its current
funding efforts. It is anticipated such private placement funding would be
intended to raise approximately $10,000,000 over the next calendar year period,
if successful. Though no amount can be warranted or assured.
Neuro may also subsequently engage in a second offering of its securities
through a registration process. It may also be required to enter into
undertakings to register stock sold in the anticipated private placement
offerings, though no arrangement or commitment as to such fundings have been
undertaken.
It is possible, though highly improbable, that the Company could obtain
commercial loans sufficient to implement its product development, but it will
make some efforts to explore the source of such funding as a supplemental source
of capital for development.
Finally, Neuro will seek out joint participation funding from other
pharmaceuticals or other related industry participants who may be willing to
finance the further development, licensing and initial marketing of the products
under a sub-license or funding agreement. The Company is most optimistic that
this may constitute a significant source of developmental funds, though it can
make no assurance or warranty of the success of such efforts which are presently
being explored through various potential industry participants.
As noted previously, the Company may finally attempt to fund later development
and licensing of products if it obtains licensing and marketing rights of some
of the earlier products from anticipated revenues of those products, though no
assurance that such revenues or resulting funding will be available can in any
way be made or implied at this time.
As also indicated above, the lack of current capital and the contingency of
future capital resources constitutes a significant risk factor to anyone
acquiring or trading in the shares of this company at the present time. Further,
significant risks exist in that there can be no warranty or assurance that the
pharmaceutical products or procedures will ultimately be determined efficacious
or marketable. As a result, the auditors have expressed a reservation as to
whether the Company may qualify as a going concern.
ITEM 3. CONTROLS AND PROCEDURES
(a) The Company maintains controls and procedures designed to ensure that
information required to be disclosed in the reports that the Company files or
submits under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified in the rules and forms
of the Securities and Exchange Commission. Based upon their evaluation of those
controls and procedures performed within 90 days of the filing date of this
report, the chief executive officer and the principal financial officer of the
Company, designated below, concluded that the Company's disclosure controls and
procedures were adequate for its current limited activities and absence of
revenues.
(b) Changes in internal controls. The Company has made no significant changes in
its internal controls since inception. However, Neuro intends to adopt an
independent audit committee and make further changes in its internal auditing
and review procedures in calendar year 2003.
ITEM 5. OTHER MATTERS
(1) Other Material Contracts. On March 1, 2003 the Company approved in principle
an investment advisory contract with SCO Financial Group, LLC ("SCO") of New
York, New York. SCO will assist Neuro in its continuing efforts to raise
subsequent capital and other financing efforts. SCO will be paid a retainer of
$9,000 per month until financing is completed or the contract is terminated
after a minimum one year term. In addition, SCO will be given warrants for
250,000 shares without further exercise costs to purchase shares at the market
price on March 1, 2003, however these will not be issued until such time that a
financing occurs. In the event of successful financing, SCO will receive a
commission of 7% of the financing transaction plus warrants for 10% of the
shares to be issued. Other terms of the proposed funding contract, which has not
yet been entered, are set-out in the attached and incorporated contract with
SCO.
10
(2) Trading. Neuro continues to have very limited trading on the Electronic
Bulletin Board for its shares since listing on 21st November 2002 under the
trading symbol "NUBI". The "bid"-"ask" price for Neuro shares during this
quarter ranged from $2.15 a bid and $5.75 asked. Neuro should be considered as
an extremely high risk investment due to the absence of any present business
revenues and limited assets.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
99.1 Certification under Section 906 of the Sarbanes-Oxley Act of 2002
(18 U.S.C. SECTION 1350)
(b) Reports on Form 8-K
On 9th June 2003, the Company filed a report on Form 8-K announcing the
acquisition of CLL Pharma SA, this filing on form 8K is hereby incorporated by
reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
By: /s/ Alan Bowen
--------------------------------
Mr.Alan Bowen
President
DATE: August 20, 2003 By: /s/ Lee Cole
--------------------------------
Mr. Lee Cole
Chief Accounting Officer
11