EXHIBIT 99.2 OPEXA PHARMACEUTICALS, INC. (A Development Stage Company) BALANCE SHEET June 30, 2004 (Unaudited) ASSETS Current Assets Cash $ 228,060 Cash - Money Market 391,726 Prepaid expenses 6,648 Deposits 25,287 ----------- Total Current Assets 651,721 Fixed assets, net of accumulated depreciation of $324,222 678,000 ----------- TOTAL ASSETS $ 1,329,721 =========== LIABILITIES AND STOCKHOLDERS' DEFICIT Current Liabilities Accounts payable $ 190,218 Accrued expenses 138,000 ----------- Total Current Liabilities 328,218 ----------- Long Term Liabilities Deferred rent 81,065 Redeemable Series A Convertible Preferred Stock, $0.001 par value, 11,500,000 shares authorized, 6,804,349 issued and outstanding 8,352,451 ----------- Total Long Term Liabilities 8,433,516 ----------- Total Liabilities 8,761,734 ----------- Commitments and Contingencies Stockholders' Deficit Common stock, $0.001 par value, 20,000,000 shares authorized, 2,575,625 shares issued and outstanding 2,576 Deferred stock compensation (623) Additional paid in capital 47,338 Deficit accumulated during the development stage (7,481,304) ----------- Total Stockholders' Deficit (7,432,013) ----------- TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 1,329,721 =========== EXHIBIT 99.2 OPEXA PHARMACEUTICALS, INC. (A Development Stage Company) STATEMENTS OF EXPENSES Three and Six Months Ended June 30, 2004 and 2003, and the Period from February 16, 2001 (Inception) Through June 30, 2004 (Unaudited) Three Months Six Months Inception Ended June 30 Ended June 30 Through ---------------------------- ---------------------------- ----------- 2004 2003 2004 2003 June 30, 2004 ----------- ----------- ----------- ----------- ----------- Operating Expenses: Research & development $ 454,048 $ 359,183 $ 864,869 $ 694,407 $ 3,994,282 General & administrative 448,729 321,315 858,614 678,844 3,514,909 ----------- ----------- ----------- ----------- ----------- Total operating expense 902,777 680,498 1,723,483 1,373,251 7,509,191 ----------- ----------- ----------- ----------- ----------- Operating Loss (902,777) (680,498) (1,723,483) (1,373,251) (7,509,191) Other income (expense) Interest income 1,103 5,946 3,127 14,966 81,726 Interest expense -- -- -- -- (54,441) Gain on sale of equipment -- 602 -- 602 602 ----------- ----------- ----------- ----------- ----------- Net Loss $ (901,674) $ (673,950) $(1,720,356) $(1,357,683) $(7,481,304) =========== =========== =========== =========== =========== Basic and diluted $ (0.35) $ (0.26) $ (0.67) $ (0.53) loss per share Weighted average shares outstanding 2,575,625 2,575,625 2,575,625 2,570,415 EXHIBIT 99.2 OPEXA PHARMACEUTICALS, INC. (A Development Stage Company) STATEMENTS OF CASH FLOWS Six Months ended June 30, 2004 and 2003, and the Period from February 16, 2001 (Inception) Through June 30, 2004 (Unaudited) Six Months Inception Ended June 30 Through -------------------------------- ----------- 2004 2003 June 30, 2004 ----------- ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES Net loss $(1,720,356) $(1,357,683) $(7,481,304) Adjustments to reconcile net loss to cash used in operating activities: Depreciation and amortization 96,212 79,887 325,024 Amortization of deferred compensation 204 505 1,435 Gain on sale of fixed assets -- (602) (602) Research and development costs incurred by issuing common stock -- -- 17,000 Change in: Prepaid and other assets 34,900 20,441 (6,648) Deposits -- -- (25,287) Accounts payable & accrued expenses 96,191 (513,884) 382,654 Deferred rent 22,110 -- 81,065 Amounts due to related parties -- (60,954) -- ----------- ----------- ----------- NET CASH USED IN OPERATING ACTIVITIES (1,470,739) (1,832,290) (6,706,663) ----------- ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES Purchase of fixed assets (9,996) (120,360) (1,003,922) Proceeds from disposal of fixed assets -- 1,500 1,500 ----------- ----------- ----------- NET CASH USED IN INVESTING ACTIVITIES (9,996) (118,860) (1,002,422) ----------- ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from borrowings under convertible notes payable -- -- 1,750,000 Proceeds from borrowings under notes payable and convertible note payable to related parties -- -- 500,000 Sales of common stock -- 2,604 30,856 Sales of Series A Preferred Stock -- 32,647 6,048,015 ----------- ----------- ----------- NET CASH PROVIDED BY FINANCING ACTIVITIES -- 35,251 8,328,871 ----------- ----------- ----------- NET CHANGE IN CASH (1,480,735) (1,915,899) CASH AT BEGINNING OF PERIOD 2,100,521 5,298,178 -- ----------- ----------- ----------- CASH AT END OF PERIOD $ 619,786 $ 3,382,279 $ 619,786 =========== =========== =========== NONCASH ACTIVITIES: Conversion of debt and accrued interest into Series A Preferred Stock -- -- 2,304,436 EXHIBIT 99.2 OPEXA PHARMACEUTICALS, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying unaudited interim financial statements of Opexa Pharmaceuticals, Inc. (Opexa), have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in Opexa's Annual Report filed with the SEC on Form 8K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2003 as reported in the form 8K have been omitted.