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)
April 19, 2004
EVOLVE ONCOLOGY, INC.
(formerly known as ONTHERA, 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
- -------------------------------------- ---------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number +44 (0) 151 707 7898
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 February 4, 2003.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Evolve Oncology Inc. Financial Statements
Balance Sheet as of February 2, 2004 Statements of Operations for the Period
Ended February 2, 2004
(b) Pro Forma Financial Information
Unaudited Pro Forma Condensed Consolidated Balance Sheet as of February 2, 2004
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: May 04, 2004 Evolve Oncology Inc.
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(Registrant)
/s/
----------------------
Ian Warwick
President
EVOLVE ONCOLOGY, INC
BALANCE SHEET
Feb 2, 2004 Feb 28, 2003
Unaudited
------------ ------------
ASSETS
Current assets $ 327 $ 0
Accounts receivable 0 1,497,531
Inventories 0 3,825
Prepaid expenses and other assets 0 130,192
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Total current assets 327 1,631,548
Property and equipment - net 0 31,237
Other assets, net 17,082,151 739,990
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TOTAL ASSETS 17,082,478 2,402,775
============ ============
Current liabilities
Bank overdraft 0 1,081,732
Short term debt 0 154,430
Accounts payable 199,975 450,077
Accrued liabilities 25 295,162
Current maturities of obligations 0 0
under capital leases
------------ ------------
200,000 2,001,401
OTHER LIABILITIES
Long term maturities of obligations
under capital leases 0 0
Long term debt 0 2,223,243
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200,000 4,224,664
STOCKHOLDERS' EQUITY
Common stock, authorized 25,000,000
shares of $0.001 par value;
Issued and outstanding 21,431,492 shares 21,431 15,687
Additional paid-in capital 17,706,326 2,643,951
Accumulated deficit (837,146) (4,354,831)
Accumulated other comprehensive
income (8,133) (126,676)
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Total stockholders' deficit/surplus 16,882,478 (1,821,869)
------------ ------------
Total liabilities and stockholders' 17,082,478 2,402,775
deficit ============ ============
The accompanying accounting policies and notes form an integral part of these
financial statements.
EVOLVE ONCOLOGY, INC
STATEMENT OF OPERATIONS
Period Year
ended ended
February 2, February 28,
2004 2003
Unaudited
------------ ------------
Net sales $ 0 $ 0
Cost of goods sold 0 0
Gross profit 0 0
Operating expenses:
General and administrative expenses 505,681 114,378
Research and development 150,000 67,088
Loss from operations (655,681) (181,465)
Interest expense 0 0
NET LOSS (655,681) (181,465)
Net loss attributable to common shares (655,681) (181,465)
Net loss per common share
Basic and diluted (0.039) (907.33)
Weighted average common
shares outstanding 16,756,492 200
The accompanying accounting policies and notes form an integral part of these
financial statements.
EVOLVE ONCOLOGY INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
From
Inception
To February 29, 2004
--------------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Profit/Loss) $(837,146)
Changes in Operating Assets and Liabilities
Accounts Payable 199,975
Accrued Liabilities 25
---------
Total Adjustments 200,000
---------
Net Cash used in Operating Activities (637,146)
Effect of exchange rate fluctuations (8,133)
CASH FLOWS FROM FINANCING ACTIVITIES:
Issue of Common Stock 21,431
Additional Paid in Capital 624,175
---------
Net Cash raised by Financing Activities 645,606
---------
Net Increase in Cash and Cash Equivalents 327
=========
Net Change in Cash 327
Cash at Beginning of Period 0
---------
Cash at End of Period $ 327
=========
Supplemental Disclosure of
Cash Flow Information
Cash Paid During the Period for
Interest Expense $ 0
Shares issued for acquisition $ 0
=========
EVOLVE ONCOLOGY INC
STATEMENT OF STOCKHOLDERS' EQUITY
Common Stock Additional Accumulated Accumulated Stockholders'
------------------------ Paid-in Deficit Other Equity/
# of Shares Value Capital Comprehensive (Deficit)
Income/(Loss)
----------- -------- ----------- ----------- ----------- -----------
Balance at August 31, 2003 16,581,492 10,581 1,478,176 (272,909) (8,133) 1,213,715
Net loss for the quarter
November 30, 2003 -- -- -- (321,900) -- (321,900)
Shares issued during the
Period
November 30, 2003 350,000 350 262,150 -- -- 262,500
Balance at end of quarter
November 30, 2003 16,931,492 15,931 1,740,326 (594,809) (8,133) 1,154,315
Net loss for the quarter
February 29, 2004 -- -- -- (242,337) -- (242,337)
Shares issued during the
Period
February 29, 2004 4,500,000 4,500 15,966,000 -- -- 15,970,500
Balance at end of
Quarter
February 29, 2004 21,431,492 21,431 17,706,326 (837,146) (8,133) 16,882,478
The accompanying accounting policies and notes form an integral part of these
financial statements.
Evolve Oncology Inc - NOTES TO THE FINANCIAL STATEMENTS - February 2, 2004
NOTE 1 - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
A. NATURE OF BUSINESS
On February 2, 2004 Evolve Oncology Inc. ("the Company") acquired all the issued
and outstanding stock of Antibody Technologies Inc in exchange for 4,5000,000
shares of common stock. Antibody Technologies has not traded but has licenses to
develop certain pharmaceutical products from Queen Mary University of London.
B. PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of the Company and
its wholly owned subsidiary, EU Laboratories Limited up to the date of
acquisition of Antibody Technologies Inc.
Under accounting principles generally accepted in the United States of America,
the Acquisition is considered to be a business combination. The trading of
Antibody Technologies will be included in all future reporting. Goodwill on the
acquisition is recorded at the fair value of the newly issued common stock of
the Company less the fair value of the net assets acquired.
C. REVENUE RECOGNITION
The Company recognizes income when products are shipped.
D. 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.
Significant estimates in the financial statements include the assumption that
the Company will continue as a going concern.
NOTE 2. RECENT ACCOUNTING PRONOUNCEMENTS
On June 29, 2001, the Financial Accounting Standards Board (FASB) approved for
issuance Statement of Financial Accounting Standards (SFAS) 141, Business
Combinations, and SFAS 142, Goodwill and Intangible Assets. Major provisions of
these Statements are as follows: all business combinations initiated after June
30, 2001 must use the purchase method of accounting; the pooling of interest
method of accounting is prohibited except for transactions initiated before July
1, 2001; intangible assets acquired in a business combination must recorded
separately from goodwill if they arise from contractual or other legal rights or
are separable from the acquired entity and can be sold, transferred, licensed,
rented or exchanged, either individually or as part of a related contract, asset
or liability; goodwill and intangible assets with indefinite lives are not
amortized but are tested for impairment annually, except in certain
circumstances, and whenever there is an impairment indicator; all acquired
goodwill must be assigned to reporting units for purposes of impairment testing
and segment reporting; effective January 1, 2002, goodwill will no longer be
subject to amortization.
As permitted the Company has adopted SFAS 141, therefore the goodwill generated
on the acquisition of EU laboratories Ltd will not be amortized in future
periods but tested for impairment annually.
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 March 1, 2002. The adoption of Statement 143 did not 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, supersedes SFAS No. 121 and is effective
for fiscal years beginning after December 15, 2001. The adoption of SFAS No. 144
on March 1, 2002 did not have a material effect on our consolidated financial
position or results of operations.
NOTE 3 - BASIS OF PRESENTATION
The financial statements presented herein reflect, in the opinion of management,
all material adjustments consisting only of normal recurring adjustments
necessary for a fair presentation of the financial position, results of
operations and cash flow for the interim periods.
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.
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.
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.
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 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.
NOTE H - COMMITMENT
The Company has no commitments relating to any rental agreements.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
FINANCIAL INFORMATION
REPORT OF INDEPENDENT AUDITORS
TO THE BOARD OF DIRECTORS:
I have reviewed the accompanying Balance Sheet of Evolve Oncology, Inc., as of
February 2, 2004 related Income Statement and the statement of Cash Flows for
the period then ended. These Financial Statements are the responsibility of the
Corporation's Management.
I conducted my review in accordance with generally accepted review standards.
Those standards require that I perform the review to obtain reasonable assurance
about whether the Financial Statements are free from a material misstatement. A
review includes examining, on a test basis, evidence supporting the amounts and
disclosures in the Financial Statements. A review also included assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall Financial Statement presentation.
Very truly yours,
/s/ Frank Hanson
Frank E. Hanson, C.P.A
End of Filing