UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Fiscal Quarter Ended: December 31, 2002
Commission File Number 0-24913
International BioChemical Industries, Inc.
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(Name of small business issuer as specified in its charter)
Georgia 58-2181628
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(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
4405 International Blvd.
Suite B-109
Norcross, Georgia 30093
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(Address of principal executive offices)
(770) 925-3653
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Issuer's telephone number, including area code:
BioShield Technologies, Inc.
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(Former name, former address, and former fiscal year, if changed since
last report)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and
(2)has been subject to such filing requirements for the past 90 days. 1 X Yes No
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 94,162,292 shares, as of
February 27, 2003.
1 Except that this Form 10-QSB is a late filing.
INTERNATIONAL BIOCHEMICAL INDUSTRIES, INC.
FORM 10-QSB
QUARTERLY PERIOD ENDED DECEMBER 31, 2002
INDEX
PAGE
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PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheet
As of December 31, 2002 (unaudited) 3
Statements of Operations for the Three and Six
Months ended December 31, 2002 and 2001 (unaudited) 4
Statements of Cash Flows for the Six Months
ended December 31, 2002 and 2001 (unaudited) 5
Notes to Financial Statements 6-10
Item 2. Management's Discussion and Analysis or Plan of Operation 11-12
Item 3. Control and Procedures 13
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 13-15
Item 2. Changes in Securities and Use of Proceeds 15
Item 3. Defaults upon Senior Securities 15
Item 4. Submission of Matters to a Vote of Security Holders 15
Item 5. Other Information 16
Item 6. Exhibits and Reports on Form 8-K 16
SIGNATURES 16
CERTIFICATIONS 17
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INTERNATIONAL BIOCHEMICAL INDUSTRIES, INC.
BALANCE SHEET
December 31, 2002
(Unaudited)
ASSETS
CURRENT ASSETS:
Cash $ 636
Accounts receivable 44,289
Inventories 27,729
Other current assets 64,393
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TOTAL CURRENT ASSETS 137,047
PROPERTY AND EQUIPMENT, net 138,292
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TOTAL ASSETS $ 275,339
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LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Notesepayable $ 1,545,016
Accounts payable 1,370,082
Accrued expenses 3,678,808
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TOTAL CURRENT LIABILITIES 6,593,906
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STOCKHOLDERS' DEFICIT:
Preferred stock, no par value. 10,000,000
shares authorized, no shares issued and
outstanding -
Convertible preferred stock - Series B,
no par value; 500 shares authorized; 397
shares issued and outstanding total
liquidation of outstanding - $7,940,000 7,931,840
Convertible preferred stock - Series C,
no par value; 500 shares authorized;
205 shares issued and outstanding
total liquidation of outstanding - $4,100,000 4,100,460
Common stock, no par value; 100,000,000
shares authorized; 79,371,811 issued
and outstanding 38,565,179
Additional paid-in capital 6,296,567
Accumulated deficit (62,568,131)
Less 35,000 shares of common stock
in treasury - at cost (536,900)
Deferred compensation (107,582)
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TOTAL STOCKHOLDERS' DEFICIT (6,318,567)
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TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 275,339
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See notes to financial statements.
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INTERNATIONAL BIOCHEMICAL INDUSTRIES, INC.
STATEMENTS OF OPERATIONS
Three Months Ended December 31, Six Months Ended December 31,
------------------------------- -----------------------------
2002 2001 2002 2001
------------- ------------- ----------- -----------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
NET REVENUES $ 74,383 $ 179,730 $ 177,669 $ 1,114,147
COST OF SALES 12,090 17,595 25,791 317,814
----------- ----------- ---------- ----------
GROSS PROFIT 62,293 162,135 151,878 796,333
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OPERATING COSTS AND EXPENSES:
Marketing and selling 3,912 22,331 38,036 140,085
Consulting fees 446,608 516,522 750,508 1,169,779
Compensation expense 416,583 80,063 816,752 297,808
Professional fees 72,595 176,036 114,598 335,465
Other general and
administrative 284,296 163,099 343,475 325,765
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1,223,994 958,051 2,063,369 2,268,902
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LOSS FROM OPERATIONS (1,161,701) (795,916) (1,911,491) (1,472,569)
OTHER EXPENSES:
Legal (1,553,054) - (1,645,054) -
Other income - insurance
settlement and refund 193,469 - 193,469 -
Interest expense (95,703) (325,432) (133,705) (668,030)
----------- ----------- ---------- ----------
Total other expenses (1,455,288) (325,432) (1,585,290) (668,030)
----------- ----------- ---------- ----------
LOSS BEFORE DISCONTINUED
OPERATIONS (2,616,989) (1,121,348) (3,496,781) (2,140,599)
DISCONTINUED OPERATIONS:
Loss from discontinued
operations - 196,361 - (18,340)
----------- ----------- ---------- ----------
NET LOSS (2,616,989) (924,987) (3,496,781) (2,158,939)
PREFERRED STOCK STOCK DIVIDENDS (150,404) (169,000) (300,808) (345,250)
----------- ----------- ---------- ----------
NET LOSS APPLICABLE TO COMMON
STOCKHOLDERS $ (2,767,393) $ (1,093,987) $(3,797,589) $(2,504,189)
=========== =========== ========== ==========
NET LOSS PER COMMON SHARE -
basic and diluted
Continuing operations $ (0.04) $ (0.04) $ (0.05) $ (0.09)
Discontinued operations - 0.01 - -
----------- ----------- ---------- ----------
Net loss to common
stockholders $ (0.04) $ (0.03) $ (0.05) $ (0.09)
=========== =========== ========== ==========
NUMBER OF SHARES USED IN
CALCULATING BASIC AND
DILUTED NET LOSS PER SHARE 77,169,637 35,637,607 73,847,407 29,488,844
=========== =========== ========== ==========
See notes to financial statements.
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INTERNATIONAL BIOCHEMICAL INDUSTRIES, INC.
STATEMENTS OF CASH FLOWS
Six Months Ended
December 31,
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2002 2001
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(Unaudited) (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss from continuing operations $(3,496,781) $(2,184,599)
Adjustments to reconcile net loss
to net cash used in operating
activities:
Gain (loss) from discontinued operations - 68,920
Depreciation and amortization 54,395 35,475
Issuance of stock, stock options and
stock warrants for services rendered 614,746 1,156,186
Deferred financing costs and interest - 594,259
Amortization of deferred compensation 883,358 -
Changes in assets and liabilities:
(Increase) decrease in:
Accounts receivable 124,545 (580,845)
Inventories 12,27 (40,000)
Other current assets 68,801 (117,576)
Other assets - 11,721
Increase (decrease) in:
Accounts payable 329,468 204,702
Accrued expenses 1,369,939 119,554
Other liability - (25,000)
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NET CASH USED IN OPERATING ACTIVITIES (39,258) (757,203)
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CASH FLOWS FROM INVESTING ACTIVITIES:
Investment In equity-method investee - (85,000)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from debt - 916,000
Repayment of debt - (374,000)
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NET CASH PROVIDED BY FINANCING ACTIVITIES - 542,000
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NET DECREASE IN CASH (39,258) (300,203)
CASH - BEGINNING OF PERIOD 39,894 384,605
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CASH - END OF PERIOD $ 636 $ 84,402
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SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid during the period for
interest and taxes $ - $ -
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NON-CASH INVESTING AND FINANCING ACTIVITIES:
Common stock issued for debt $ 55,857 $ 1,741,367
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Prefererd stock converted to common stock $ - $ 857,660
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Dividends accrued $ 300,808 $ 345,250
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See notes to financial statements.
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International BioChemical Industries, Inc.
Notes to Financial Statements
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
and pursuant to the rules and regulations of the U.S. Securities and Exchange
Commission ("SEC"). The accompanying financial statements for the interim
periods are unaudited and reflect all adjustments (consisting only of normal
recurring adjustments) which are, in the opinion of management, necessary for a
fair presentation of the financial position and operating results for the
periods presented. These financial statements should be read in conjunction with
the consolidated financial statements for the year ended June 30, 2002 and notes
thereto contained in the Report on Form 10-KSB of International BioChemical
Industries, Inc., formerly BioShield Technologies, Inc. (the "Company") as filed
with the SEC. The results of operations for the six months ended December 31,
2002 are not necessarily indicative of the results for the full fiscal year
ending June 30, 2003.
Through November 2001, the Company owned 52% of Healthcare Network Solutions,
Inc ("HNS"). During December 2001, 3,646,579 HNS shares owned by the Company
(approximating 24.6% of all issued and outstanding shares of HNS) were spun-off
to the Company's shareholders on a one for ten basis with the Company retaining
4,453,421 shares (approximately 28.7% of all then issued and outstanding shares
of HNS).
The Company accounts for this investment under the equity method because the
investment gives the Company the ability to exercise significant influence, but
not control, over HNS. Significant influence is generally deemed to exist if the
Company has an ownership interest in the voting stock of the investee of between
20% and 50%, although other factors, such as representation on the investee's
Board of Directors and the impact of commercial arrangements, are considered in
determining whether the equity method of accounting is appropriate.
HNS is in the business of providing consolidated non-medical services to
physicians, particularly those physicians in small (five and under)practice
groups. These services include, billing and scheduling, supply ordering,
personnel staffing, marketing and dispensing. Also, consulting services are
offered to healthcare companies that include developing business strategies,
alliance and partnering programs, research projects and functional product
assessments. HNS is a public company traded under the symbol HNWS. As of
December 31, 2002, HNS had minimal revenues and has incurred losses since its
inception. Through October 1, 2002, Timothy C. Moses, who is an officer and
director of the Company, was also a director of HNS and owns approximately 9.9%
of the common shares of HNS. Effective November 1, 2002, Mr. Timothy C. Moses
resigned from the board of HNS.
NOTE 2 - NOTES PAYABLE
(a) On June 19, 2001, the Company borrowed $500,000 from Jackson LLC. The loan
bears interest at 8% per annum and is payable on demand. No payments have been
made against this loan.
(b) The Company borrowed funds from Wilson LLC under a revolving line of credit.
The line of credit aggregates $1,000,000 and bears interest at a rate equal to
two and one-half (2.5%) per month, on a basis of a 360-day year and actual
number of days elapsed. To the extent that there are amounts due under the line
of credit (including unpaid principal and interest), the Company shall pay to
the lender an amount equal to 100% of the Company's collected receivables, on a
monthly basis. The line of credit is payable on demand and is collateralized by
substantially all of the Company's assets. As of December 31, 2002, the Company
borrowed $1,000,016 under this line of credit and is currently in default.
(c) On June 19, 2001, the Company borrowed $45,000 from two individuals. These
loans are non-interest bearing and are payable on demand. No payments have been
made against this loan.
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International BioChemical Industries, Inc.
Notes to Financial Statements
NOTE 3 - STOCKHOLDERS' DEFICIT
Common Stock
During July 2002, the Company issued 531,974 shares of restricted common stock
to an attorney for debt of $55,857. The Company valued these common shares at
the fair market value on the date of issuance.
For the six months ended December 31, 2002, the Company issued 3,650,240 shares
of common stock to former holders of EMD (the Company's former subsidiary)
common stock. Such amount was above the predetermined exchange rate and
accordingly, the Company recorded compensation of $300,245 based on the fair
market value of the shares issued.
In September 2002, the Company issued 500,000 restricted shares of common stock
to an employee as compensation. In connection with this issuance, the Company
recorded non-cash compensation expense of $24,000 based on the fair market value
of the shares issued.
In September 2002, in connection with the exercise of stock options, the Company
issued 2,000,000 shares of common stock to an officer of the Company for
services rendered and for debt. Since the Company did not receive any cash for
the exercise of these options, the Company recorded non-cash compensation of
$78,646, and reduced amounts due to this officer of $21,354 based on the
exercise price of the underlying stock option granted.
During the quarter ended December 31, 2002, the Company granted options for
4,700,000 shares (see Part II, Item 2. Changes in securities and Use of Proceeds
section for breakdown of shares). The options were immediately exercised at
prices ranging from $.03 to $.05 per share. Since the Company did not receive
any cash for the exercise of these options, non-cash compensation of $168,000
was recorded. Additionally, the Company recorded $6,500 in consulting expense
related to the issuance of these options.
Stock Options and Warrants
On September 12, 2002, the Company filed a Form S-8 Registration Statement to
register 7,000,000 shares of the Company's common stock under the 2002 Stock
Option Plan (SEC File # 333-9947).
In September 2002, the Company granted 2,000,000 stock options to an officer of
the Company. The options had an exercise price of $.05 per share and expire ten
years from date of grant. In connection with these options, the Company recorded
non-cash compensation of $16,000 for the three months ended September 30, 2002
under the intrinsic value method of APB 25. These stock options were exercised
as noted above.
NOTE 4 - RELATED PARTY TRANSACTIONS
On July 5, 2002, the Company entered into a joint venture agreement with Nova
Biogenetics, Inc. ("Nova") a company in part owned by a trust fund for the
benefit of the children of IBCL's President. The trustee of this trust is a
director of IBCL. Nova Biogenetics is a privately-held biopharmaceuticals
company headquartered in Atlanta, Georgia that is engaged in the discovery,
development, and commercialization of new therapeutic agents that treat
life-threatening infectious diseases. In particular, Nova Biogenetics' mission
is to provide solutions to the major therapeutic dilemma of bacterial resistance
to antibiotics on the present worldwide marketplace.
The joint venture calls for the joint assignment of all, patent ownership, EPA
registration rights and ownership from the Company to Nova (see subsequent
events concerning patents). For consideration of the assignment of these assets,
the Company received 500,000 shares of Nova's common stock (5,700,000 shares
outstanding), and an amount equal to $500,000 in cash, if Nova secures
additional capital of $2,000,000 or 25% of all monies raised until the $500,000
is met and 20% of all the difference raised between $3,000,000 and $5,000,000.
This amount is secured by a $500,000 promissory note bearing interest at 6% per
annum due June 30, 2003. Additionally, the Company will receive 5% of all gross
sales of products sold by Nova using technology Jointly owned by the two
companies (see subsequent events) . The Company also received an exclusive
license agreement under which the Company has exclusive authority throughout the
world to manufacture and sell the former assigned products of the Company. The
license may be terminated at anytime giving sixty (60) days notice to the
Company.
The Company is not recognizing any income on this transaction. If and when such
note is paid in cash, the Company will record such payment as a capital
contribution , and at such time, if ever, Nova becomes a public entity will
account for its' stock ownership on a market to market basis.
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International BioChemical Industries, Inc.
Notes to Financial Statements
NOTE 4 - RELATED PARTY TRANSACTIONS (continued)
On December 23, 2002, the Company entered into a Master Distribution Agreement
with Nova, granting Nova the rights of resale of all of the Company's licensed
products. Nova may appoint sub-distributors and agents to facilitate the
marketing and sales efforts of the Company's licensed products.
NOTE 5- LEGAL MATTERS
In the matter entitled Bioshield, Inc. v. BioShield Technologies, Inc., United
States District Court, Eastern District, Michigan, Civil Action No.
00-CV-10181-BC, a Michigan corporation has brought a trademark violation suit
against the Company, which claims superior right to the use of the "Bioshield"
name and claims damages in an amount not less than $75,000. The Company denies
the claims and has filed a counterclaim for damages for infringement upon the
Company's intellectual property. The case has been dismissed while the parties
try to settle the suit out of court. However, International Biochemical
Industries, Inc. received notification from the United States Patent and
Trademark Office on October 8, 2002, that the BioShield trademark is registered
to the principal register - BioShield Technologies, Inc. - Reg. No. 2,629,566.
In the matter of Duke Construction Limited Partnership v. Bioshield
Technologies, Inc., Superior Court of Gwinnett County, Civil Action No.
01-A-7161-5, Duke Construction has taken a judgment in the principal amount of
$162,000 against Bioshield Technologies. Such amount is accrued in the financial
statements.
In addition, Jamestown Management Corp. seeks rent accrued since December 2000,
in the amount of approximately $1,654,000. The trial court granted summary
judgment to the Plaintiff on its claim and on the Company's Counterclaim on
December 5, 2002. On January 2, 2003, the Company filed an appeal. Such amount
has been accrued in the financial statements.
Jacques Elfersy v International Biochemical Industries, Inc., Superior Court of
Gwinnett County, GA., Civil Action No. 02-A-12034-3. On November 6, 2002, a
former executive vice president and co-chairman of the board filed suit against
the Company for an alleged breach of his semi-retirement agreement. The Company
denies any such breach has occurred and intends to vigorously defend this suit.
In addition, the Company has filed, in conjunction with this suit, claims
against the former employee as well as two additional former employees of the
Company and their current employer for violation of the Company's trade secrets,
violations of existing confidentiality and/or non-disparagement agreements and
for tortuous interference with the Company's existing and prospective business
relationship.
As part of its claims against the former employees and their current employer,
the Company has pending before the Court, a motion for a temporary restraining
order and interlocatory injunction for the purpose of enjoining any further
alleged wrongdoing by the former employees and/or their current employer.
Roosevelt, Benowich & Lewis, LLP v. Bioshield Technologies, Inc., AHT
Acquisition Corp. and Timothy C. Moses (02 Civ. 6163) (WCC), Plaintiff commenced
the action in the United States District Court for the Southern District of New
York on August 2, 2002 seeking $124,049.19 plus interest on account of legal
fees and expenses allegedly owed by the defendants. Defendants did not respond
in a timely fashion and plaintiff moved by Order to Show Cause dated November 1,
2002 for a default judgment. The matter was heard December 6, 2002 and The
Catafago Law Firm, P.C. was retained and succeeded in opposing the default.
The Company then served an Answer with Jury Demand and Deposition Notice
(pursuant to Fed.Civ.P. 30) and Request for Documents (pursuant to
Fed.R.Civ.P.34). The Company in turn is in the process of responding to
plaintiff's document request. Depositions of both sides have been tentatively
scheduled for the second week in March, 2003.
NOTE 6 - SUBSEQUENT EVENTS
On January 27, 2003 Nova Biogenetics, Inc. (hereinafter "Nova") sold and
assigned to International Biochemical Industries, Inc. (hereinafter "IBCL") and
Nova as joint assignees, Nova's entire right, title and interest to certain
identifiable intellectual property as well as to applications therefrom and all
patents and extensions thereof.
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International BioChemical Industries, Inc.
Notes to Financial Statements
NOTE 6 - SUBSEQUENT EVENTS (continued)
Legal
Travelers Property and Casualty Co. v Bioshield Technologies, Inc, In the State
Court of Gwinnett County, Civ. Action No. 02C1014-4. A consent order was entered
in this case on January 3, 2003 pursuant to which IBCL must pay Plaintiff a
total of $8,000 due in eight equal monthly installments of $1,000. IBCL is
current on its payments. Failure to make any such payments entitles the
Plaintiff to take a judgment against IBCL for the full amount sought in the
Complaint, less any payments made. Such amount is accrued in the financial
statements.
Information Resources, Inc. v Bioshield Technologies, Inc., In the State Court
of Gwinnett County, Civ. Action No. 02C4400-4. The Company is currently in the
process of having a consent order entered pursuant to which IBCL is obligated to
pay Plaintiff an amount of $8,366.50 payable in monthly installments of $500.
Such amount is accrued in the financial statements.
Consolidated Freightways v Bioshield Technologies, Inc., In the State Court of
Gwinnett County, Civ. Action File No. 02C0984-4. Plaintiff seeks to recover the
principal amount of $39,963.56 plus interest in the amount of $788.32 through
the date of the Complaint and late payments of $12,428.45. This matter has been
continued from the December trial calendar for a period of 90 days. Such amount
is accrued in the financial statements.
Securities and Exchange Commission v International Biochemical
Industries, Inc. Civil Action No. 1:03-CV-0346. On February 6, 2003, the U.S.
Securities and Exchange Commission ("SEC") temporarily halted trading in the
Company's securities. This halt was due to what the SEC contended to be false
and misleading press releases issued by the Company between January 29, 2003 and
February 3, 2003 which the SEC alleged to have led to increased trading volumes
and an increase in the Company's stock price. On the same day the SEC filed suit
against the Company and Timothy C. Moses, the Company's Chief Executive Officer,
alleging that they violated certain federal securities laws in releasing the
press releases. On February 21, 2003 the Company and Mr. Moses settled the
lawsuit. As part of the settlement, the Company and Mr. Moses consented to the
entry of certain Court orders without admitting or denying the allegations
contained in the Commission's complaint. That permanently enjoined the Company
and Mr. Moses from violating the antifraud provisions of the federal securities
laws and directed Mr. Moses to disgorge profits gained as a result of the
alleged conduct. The issue of civil penalties is to be resolved at a later date.
The Company and Mr. Moses consented to the entry of the orders. Copies of the
SEC's announcement of the suspension of trading as well as the SEC's releases
regarding the lawsuit and settlement are attached hereto as Exhibit 6(a)(iii).
Stockholders' Deficit:
On January 13, 2003, in connection with the exercise of stock options, the
Company issued 1,060,000 shares of common stock to an officer and one employee
of the Company for services rendered. Since the Company did not receive any cash
for the exercise of these options, the Company recorded non-cash compensation of
$25,440.
On January 13, 2003, in connection with the exercise of stock options, the
Company issued 3,000,000 shares of common stock to consultants of the Company
for services rendered.
NOTE 7 - RECENT PRONOUNCEMENTS
The Financial Accounting Standards Board has recently issued several new
accounting pronouncements:
In November 2001, the FASB EITF reached a consensus to issue a FASB Staff
Announcement Topic No. D-103 (re-characterized in January 2002 as EITF Issue No.
01-14), "Income Statement Characterization of Reimbursement Received for
`Out-of-Pocket' Expenses Incurred" which clarifies that reimbursements received
for out-of-pocket expenses incurred should be characterized as revenue in the
statement of operations. This consensus should be applied in financial reporting
periods beginning after December 15, 2001. Upon application of this consensus,
comparative financial statements for prior periods should be reclassified to
comply with the guidance in this consensus. The adoption of this consensus did
not have a material effect on our consolidated financial position or results of
operations.
In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with
Exit or Disposal Activities, which addresses accounting for restructuring and
similar costs. SFAS No. 146 supersedes previous accounting guidance, principally
Emerging Issues Task Force Issue No. 94-3. The Company will adopt the provisions
of SFAS 146 for restructuring activities initiated after December 31, 2002. SFAS
No. 146 requires that the liability for costs associated with an exit or
disposal activity be recognized when the liability is incurred. Under Issue
94-3, a liability for
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International BioChemical Industries, Inc.
Notes to Financial Statements
NOTE 7 - RECENT PRONOUNCEMENTS (continued)
an exit cost was recognized at the date of the Company's commitment to an exit
plan. SFAS No. 146 also establishes that the liability should initially be
measured and recorded at fair value. Accordingly, SFAS No. 146 may affect the
timing of recognizing future restructuring costs as well as the amounts
recognized.
In December 2002, the FASB issued Statement of Financial Accounting Standards
No. 148, Accounting for Stock-Based Compensation - Transition and Disclosure.
Statement 148 provides alternative methods of transition to Statement 123's fair
value method of accounting for stock-based employee compensation. It also amends
the disclosure provisions of Statement 123 and APB Opinion No. 28, Interim
Financial Reporting, to require disclosure in the summary of significant
accounting policies of the effects of an entity's accounting with respect to
stock-based employee compensation on reported net income and earnings per share
in annual and interim financial statements. Statement 148's amendment of the
transition and annual disclosure requirements of Statement's 123 are effective
for fiscal years ending after December 15, 2002. Statement 148's amendment of
the disclosure requirements of Opinion 28 is effective for interim periods
beginning after December 15, 2002.
NOTE 8 - GOING CONCERN
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. The Company has experienced significant losses
since its inception of $62,568,131, has a working capital deficit of $6,456,859,
and there is substantial doubt that it will be able to continue as going concern
without additional funding. Management intends to continue to seek additional
financing to fund its operations, although there can be no assurances that any
such financing will be available. The financial statements do not include any
adjustments that might be necessary should the Company be unable to continue as
a going concern.
-10-
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
OVERVIEW
International BioChemical Industries, Inc., formerly BioShield
Technologies, Inc. (the "Company") is a Georgia corporation and was organized in
1995. The Company historically has engaged in research and development, patent
filings, regulatory issues and related activities geared towards the sale of its
retail, industrial and institutional products. We are currently selling
antimicrobial products via licensing and distribution contracts. Many of these
products provide long-term killing action of microorganisms responsible for
cross contamination and viral contamination, along with inhibiting and
controlling the growth of over 100 viral, bacteria, fungi and yeast organisms.
The Company has continued to successfully build recognition and market
penetration of its registered E.P.A. antimicrobial product line.
We are currently engaged in sale, distribution, and development of
antimicrobial, biostatic, and medical related products for the industrial and
institutional, and Specialty Chemical markets.
FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS
Six Months Ended December 31, 2002 compared to six months ended December 31,
2001
The Company's revenue decreased to $177,669 for the six months ended
December 31, 2002, from $1,114,147 the six months ended December 31, 2001, a
decrease of 84%. The decrease was attributable to a substantial decrease in
sales to our customer located in the Peoples Republic of China. Gross profit of
$151,878 for the six months ended December 31, 2002 represents 85% of net sales
as compared to $796,333 or 71% of net sales for the six months ended December
31, 2001. The increase in gross margin is due to a restructuring of the way in
which we sell our products, changing to a licensing and distribution model and
selling to large multi-national corporations.
Marketing and selling expenses decreased to $38,036 for the six months
ended December 31, 2002 from $140,085 for the six months ended December 31,
2001. The decrease was attributable to a change in the way in which we sell our
products, changing to a licensing and distribution model, and associated cost
cutting measures. Currently, we are not selling our product directly to retail
establishments and are selling the product through sales agencies, distributors,
as well as direct accounts.
Consulting fees were $750,508 for the six months ended December 31,
2002 as compared to $1,169,779 for the six months ended December 31, 2001, a
decrease of $419,271 or 36%. Substantially, all consulting expense related to
consulting fees were recorded from the grant date and were immediately
exercisable.
Compensation expense increased to $816,752 for the six months ended
December 31, 2002 (see note 3 for breakdown of these expenses which were
primarily attributable to the issuance of S-8's) from $297,808 for the six
months ended December 31, 2001, an increase of $518,944 or 174%. The increase
was attributable to an increase in non-cash compensation expense of $300,000
related to the issuance of stock and stock options to employees and the
amortization of deferred compensation offset by a decrease in salary expense due
to a substantial decrease in staff attributable to our cost cutting measures.
Professional fees were $114,598 for the six months ended December 31,
2002 as compared to $335,465 for the six months ended December 31, 2001, a
decrease of $220,867 or 66%. The decrease was attributable to cost-cutting
measures.
Other general and administrative expenses were $343,475 for the six
months ended December 31, 2002 as compared to $325,765 for the six months ended
December 31, 2001, an increase of $17,710 or 5%.
Interest expense was $133,705 for the six months ended December 31,
2002 as compared to $668,030 for the six months ended December 31, 2001.
Interest expense during the six months ended December 31, 2001 was primarily
attributable to the amortization of beneficial interest associated with a loan
as well as additional interest costs associated with our borrowings.
For the six months ended December 31, 2002 we recorded legal expense of
$1,645,054 in connection with certain legal obligations and settlements. . A
significant portion of this expense is a summary judgment by Jamestown
Management Corporation. The Company has currently filed an appeal and is
vigorously defending its position that this was the former subsidiary, eMD.com,
liability and not IBCI's of which the former filed bankruptcy in December 2000.
Jamestown was awarded, by the bankruptcy court for eMD.com, an amount of
approximately $110,000 and the Company believes that this should be the total
amount.
For the six months ended December 31, 2001, we recorded a loss from
discontinued operations of $18,340 related to our investment in HNS.
-11-
As a result of the reasons set forth above, the Company's operations
generated a net loss applicable to common shareholders of $3,797,589 or $.05 per
common share for the six months ended December 31, 2002 compared to a net loss
applicable to common stockholders of $(2,504,189) or $(.09) per common share for
the six months ended December 31, 2001.
LIQUIDITY
At December 31, 2002, we had cash totaling $636 compared to $39,894 at
June 30, 2002. The decrease in cash of $39,258 is primarily due to net losses of
$3,496,784 and increases in accrued expenses of $1,369,939, a decrease in
accounts receivable of $124,545, increases in our accounts payable balance of
$329,468, non-cash compensation of $614,746 and depreciation and amortization of
$54,395.
The Company entered into a credit agreement to borrow up to $1,000,000
under a line of credit, which it has currently used. In addition, in 2001, the
Company entered into a $2,000,000 purchase order line of credit with Aero
Financial, Inc. To date, the Company has not elected to use this source of
additional financing, however, in the future; the Company may elect to use this
credit facility as necessary to facilitate the continued operations of the
Company. We cannot assure you that we will be able to obtain additional capital
from this or other investors. Our inability to successfully renegotiate these
agreements could cause the company to dramatically curtail or cease operations.
The Company's ability to fund its operating requirements and maintain
an adequate level of working capital until it achieves positive cash flow will
depend primarily on its ability to borrow money against its accounts receivable.
The Company's failure to generate substantial growth in sales of its
antimicrobial products; progress in research and development programs; the cost
and timing of seeking regulatory approvals of the Company's products under
development; the Company's ability to manufacture products at an economically
feasible cost; cost in filing, prosecuting, defending and enforcing patent
claims and other intellectual property rights and changes in economic,
regulatory, or competitive conditions or the Company's planned business could
cause the Company to require additional capital, and substantially delay or
reduce the scope of business. In the event the Company must raise additional
capital to fund its working capital needs, it may seek to raise such capital
through loans or issuance of debt securities, issuance of equity securities, or
through private placements. Moreover, there can be no assurance that the Company
will be successful in its efforts to obtain additional capital, and that capital
will be available on terms acceptable to the Company or on terms that will not
significantly dilute the interests of existing shareholders.
We currently have no material commitments for capital expenditures.
FORWARD-LOOKING STATEMENTS
When used in this form 10-KSB, the words or phrases "will likely
result", "are expected to," "will continue," "is anticipated," "estimate,"
"project," or similar expressions are intended to identify "forward looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such statements are subject to certain risks and uncertainties
including changes in economic conditions in the Company's market area, changes
in policies by regulatory agencies, fluctuations in interest rates, demand for
loans in the Company's market area and competition, that could cause actual
results to differ materially from historical earnings and those presently
anticipated or projected. The Company wishes to caution readers not to place
undue reliance on any such Forward- looking statements, which speak only as to
the date made. The Company wishes to advise readers that the factors listed
above could affect the Company's financial performance and could cause the
Company's actual results for future periods to differ materially from any
opinions or statements expressed with respect to future periods in any current
statements. The Company does not undertake, and specifically disclaims any
obligation, to publicly release the result of any revisions which may be made to
any forward-looking statements to reflect events or circumstances after the date
of such statements or to reflect the occurrence of anticipated or unanticipated
events.
CRITICAL ACCOUNTING POLICIES
A summary of significant accounting policies is included in Note 1 to
the audited financial statements included in our Annual Report on Form 10-KSB
for the year ended June 30, 2002 as filed with the United States Securities and
Exchange Commission. We believe that the application of these policies on a
consistent basis enables us to provide useful and reliable financial information
about our operating results and financial condition.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make 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 revenues and expenses during the
reporting period. Actual results may differ from those estimates.
We account for stock transactions in accordance with APB Opinion No.
25, "Accounting for Stock Issued to Employees." In accordance with Statement of
Financial Accounting Standards No. 123 ("SFAS 123"), "Accounting for Stock-Based
Compensation," we adopted the pro forma disclosure requirements of SFAS 123.
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ITEM 3. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, under the supervision and with the participation of
our chief executive officer and chief accounting officer, conducted an
evaluation of our "disclosure controls and procedures" (as defined in the
Securities Exchange Act of 1934 (the "Exchange Act") Rules 13a-14(c)). Based on
their evaluation, our chief executive officer and chief accounting officer have
concluded that as of the Evaluation Date, our disclosure controls and procedures
are effective to ensure that all material information required to be filed in
this Quarterly Report on Form 10-QSB has been made known to them in a timely
fashion.
Changes in Internal Controls
There have been no significant changes (including corrective actions
with regard to significant deficiencies or material weaknesses) in our internal
controls or in other factors that could significantly affect these controls
subsequent to the Evaluation Date set forth above.
PART II
OTHER INFORMATION
Items 1. Legal Proceedings
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On September 7, 2000, AHT Corporation ("AHT") filed suit against the
Company and certain of its officers and directors in the Superior Court of
Fulton County, Georgia (Civil Action 00-293)(the "Georgia Action") alleging
breach of a June 30, 2000 acquisition agreement and related common laws claims
and seeking damages in excess of $70,000,000. On September 21, 2000, the Company
filed its Answer and Counterclaim. On September 22, 2000, AHT filed, in the U.S.
Bankruptcy Court for the Southern District of New York, Case No. 00-14446 (ASH),
a petition for relief under Chapter 11 of the Federal Bankruptcy Code. Following
the filing of its Chapter 11 petition, AHT filed a motion seeking approval of an
asset purchase agreement dated as of September 22, 2000 (the "APA"), which
provided, for the sale of substantially all of AHT's assets to the Company and
AHT Acquisition Corp. for approximately $15,000,000. Pursuant to a Debtor in
Possession ('DIP") Financing, Escrow and Settlement Agreement dated as of
September 22, 2000, which was approved by the Bankruptcy Court, the Company
agreed to provide approximately $1.5 million in postpetition financing to AHT.
That agreement also provided for the dismissal of the Georgia Action with
prejudice, subject to certain conditions contained therein. At September 30,
2000, AHT had requested and received $378,338 from the Company under the DIP
financing arrangement. Subsequent to September 30, 2000, AHT had requested and
received an additional $1,121,662 under the DIP financing agreement.
The Bankruptcy Court had initially scheduled a hearing to approve the
APA for November 8, 2000. However, due to the decline in the Company's stock
price, in early November, the Company notified AHT that it would need additional
time beyond November 8, 2000 to obtain sufficient capital to acquire AHT's
assets. The Bankruptcy Court did not approve the APA on November 8, 2000.
Rather, on November 21, 2000, the Bankruptcy Court approved the sale of
substantially all of AHT's assets to Cybear, Inc.
On November 28, 2000, AHT Acquisition Corp. commenced a new lawsuit(in
its Bankruptcy case) against the Company, as well as the other defendants in the
Georgia Action. The prepetition claims asserted and relief sought in that action
are essentially the same as the claims and relief sought in the Georgia Action.
The lawsuit in the bankruptcy case also alleges breach of the APA and seeks
damages related to the APA, and to equitably subordinate the Company's $1.5
million claim against AHT relating to the postpetition advances made by the
Company to AHT under the DIP Financing, Escrow and Settlement Agreement. On
February 9, 2001, the Company filed an answer and counterclaim and intends to
vigorously defend the action. Motions to dismiss the action and/or abstain from
hearing the action were denied and the parties thereafter were engaged in
discovery proceedings. After the close of discovery on July 16, 2002, the United
States Bankruptcy Court, Southern District of New York, awarded summary judgment
in favor of certain officers and directors of Bioshield Technologies, dismissing
the complaint against them. That judgment is presently on appeal to the United
States District Court, Southern District of New York. The case against the
Company is stayed pending determination of AHT's appeal from the dismissal of
the claims as against the individuals.
In the matter entitled Douglas Calvert v. BioShield Technologies, Inc.,
Superior Court of Gwinnett County, Georgia, Civil Action No. 01-A-102272-4, a
former employee of the Company ("plaintiff") has brought action against the
Company alleging breach of employment contract. The plaintiff claims that the
Company wrongfully refused to pay him severance pay of $28,558 following his
termination on December 5, 2000. The Company has admitted that severance pay is
due and owing and this amount has been recorded as an accrued expense with a
balance approximating $3,000 being serviced.
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Items 1. Legal Proceedings (Continued)
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In the matter entitled Bioshield, Inc. v. BioShield Technologies, Inc.,
United States District Court, Eastern District, Michigan, Civil Action No.
00-CV-10181-BC, a Michigan corporation has brought a trademark violation suit
against the Company, which claims superior right to the use of the "Bioshield"
name and claims damages in an amount not less than $75,000. The Company denies
the claims and has filed a counterclaim for damages for infringement upon the
Company's intellectual property. The case has been dismissed while the parties
try to settle the suit out of court. However, International Biochemical
Industries, Inc. received notification from the United States Patent and
Trademark Office on October 8, 2002, that the BioShield trademark is registered
to the principal register - BioShield Technologies, Inc. - Reg. No. 2,629,566.
In the matter of Duke Construction Limited Partnership v. Bioshield
Technologies, Inc., Superior Court of Gwinnett County, Civil Action No.
01-A-7161-5, Duke Construction has taken a judgment in the principal amount of
$162,000 against Bioshield Technologies.
In the matters of Jamestown Management Corp. v. Bioshield Technologies,
Inc., Mountain National Bank (garnishee) and Summit Marketing Group, Inc. v.
Bioshield Technologies, Inc., Mountain National Bank (garnishee), Jamestown
received condemned funds as a result of the garnishment it filed in DeKalb
County, as well as the garnishment filed by Summit in Gwinnett County with a
principal amount of $78,699 remained outstanding on this judgment as of August
15, 200l.
In addition, Jamestown Management Corp. seeks rent accrued since
December 2000, in the amount of approximately $1,654,000. The trial court
granted summary judgment to the Plaintiff on its claim and on the Company's
Counterclaim on December 5, 2002. On January 2, 2003, the Company filed an
appeal.
Summit was involved in two garnishment actions, one filed in DeKalb
County by Jamestown and the other filed in Gwinnett County by Summit. Summit
received a total of $29,201 under the garnishments and has indicated that
$36,000 remained outstanding on Summit's judgment, including interest as of
August 15, 2001.
Jacques Elfersy v International Biochemical Industries, Inc., Superior
Court of Gwinnett County, GA., Civil Action No. 02-A-12034-3. On November 6,
2002, a former executive vice president and co-chairman of the board filed suit
against the Company for an alleged breach of his semi-retirement agreement. The
Company denies any such breach has occurred and intends to vigorously defend
this suit.
In addition, the Company has filed, in conjunction with this suit,
claims against the former employee as well as two additional former employees of
the Company and their current employer for violation of the Company's trade
secrets, violations of existing confidentiality and/or non-disparagement
agreements and for tortuous interference with the Company's existing and
prospective business relationship.
As part of its claims against the former employees and their current
employer, the Company has pending before the Court, a motion for a temporary
restraining order and interlocatory injunction for the purpose of enjoining any
further alleged wrongdoing by the former employees and/or their current
employer.
Roosevelt, Benowich & Lewis, LLP v. Bioshield Technologies, Inc., AHT
Acquisition Corp. and Timothy C. Moses (02 Civ. 6163) (WCC), Plaintiff commenced
the action in the United States District Court for the Southern District of New
York on August 2, 2002 seeking $124,049.19 plus interest on account of legal
fees and expenses allegedly owed by the defendants. Defendants did not respond
in a timely fashion and plaintiff moved by Order to Show Cause dated November 1,
2002 for a default judgment. The matter was heard December 6, 2002 and The
Catafago Law Firm, P.C. was retained and succeeded in opposing the default.
We then served an Answer with Jury Demand and Deposition Notice
(pursuant to Fed.Civ.P. 30) and Request for Documents (pursuant to
Fed.R.Civ.P.34). Several thousand pages of documents have been produced. We in
turn are in the process of responding to plaintiff's document request.
Depositions of both sides have been tentatively scheduled for the
second week in March, 2003.
It is premature to opine on the likelihood of success in this matter.
Plaintiff is alleging an account stated (that bills were rendered without
objection and that they are entitled to preclusive effect) and defendants
through Mr. Moses have alleged oral objections. Additionally, plaintiff asserts
that the fees charged were reasonable and that too is the subject of challenge.
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Items 1. Legal Proceedings (Continued)
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Travelers Property and Casualty Co. v Bioshield Technologies, Inc, In
the State Court of Gwinnett County, Civ. Action No. 02C1014-4. A consent order
was entered in this case on January 3, 2003 pursuant to which IBCL must pay
Plaintiff a total of $8,000 due in eight equal monthly installments of $1,000.
IBCL is current on its payments. Failure to make any such payments entitles the
Plaintiff to take a judgment against IBCL for the full amount sought in the
Complaint, less any payments made.
Information Resources, Inc. v Bioshield Technologies, Inc., In the
State Court of Gwinnett County, Civ. Action No. 02C4400-4. We are currently in
the process of having a consent order entered pursuant to which IBCL is
obligated to pay Plaintiff an amount of $8,366.50 payable in monthly
installments of $500.
Consolidated Freightways v Bioshield Technologies, Inc., In the State
Court of Gwinnett County, Civ. Action File No. 02C0984-4. Plaintiff seeks to
recover the principal amount of $39,963.56 plus interest in the amount of
$788.32 through the date of the Complaint and late payments of $12,428.45. This
matter has been continued from the December trial calendar for a period of 90
days.
Securities and Exchange Commission v International Biochemical
Industries, Inc. Civil Action No. 1:03-CV-0346. On February 6, 2003, the U.S.
Securities and Exchange Commission ("SEC") temporarily halted trading in the
Company's securities. This halt was due to what the SEC contended to be false
and misleading press releases issued by the Company between January 29, 2003 and
February 3, 2003 which the SEC alleged to have lead to increased trading volumes
and an increase in the Company's stock price. On the same day the SEC filed suit
against the Company and Timothy C. Moses, the Company's Chief Executive Officer,
alleging that they violated certain federal securities laws in releasing the
press releases. On February 21, 2003 the Company and Mr. Moses settled the
lawsuit. As part of the settlement, the Company and Mr. Moses consented to the
entry of certain Court orders without admitting or denying the allegations
contained in the Commission's complaint. That permanently enjoined the Company
and Mr. Moses from violating the antifraud provisions of the federal securities
laws and directed Mr. Moses to disgorge profits gained as a result of the
alleged conduct. The issue of civil penalties is to be resolved at a later date.
The Company and Mr. Moses consented to the entry of the orders. Copies of the
SEC's announcement of the suspension of trading as well as the SEC's releases
regarding the lawsuit and settlement are attached hereto as Exhibit 6(a)(iii).
For further information, See above-referenced cite to lawsuit caption).
Item 2. Changes in securities and Use of Proceeds
- -------------------------------------------------
In October 2002, the Company granted and immediately exercised stock options for
1,000,000 shares of common stock to an officer of the Company for services
rendered and for debt. The options had exercise price of $.05 per share and
expire ten years from date of grant.
In October 2002, the Company granted and immediately exercised stock options for
1,200,000 shares of common stock to a consultant and an attorney for services
rendered. The options had exercise price of $.05 per share and expire ten years
from date of grant.
In December 2002, the Company granted and immediately exercised stock options
for 2,500,000 shares of common stock to two consultants for services rendered.
The options had exercise price of $.05 per share and expire ten years from date
of grant. Since the Company did not receive any cash for the exercise of these
options, the Company recorded non-cash compensation of $62,000, additionally the
Company recorded $6,500 in non-cash compensation related to issuance of these
options.
Item 3. Defaults upon Senior Securities
- ---------------------------------------
- NONE -
Item 4. Submission of Matters to a Vote of Security Holders
- -----------------------------------------------------------
- NONE -
-15-
Item 5. Other Information
- -------------------------
- NONE -
Item 6. Exhibits and Reports on Form 8-K
- ------------------------------------------
(a) Exhibits
(i) 99.01 Certification by Chief Executive Officer
(ii) 99.02 Certification by Chief Accounting Officer
(iii) Securities and Exchange Commission ("SEC")
Announcement of Suspension of Trading and SEC
Releases regarding Lawsuit and Settlement
(b) Reports on Form 8-K
8-K with date of report of May 16, 2002 as filed November 15,
2002.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Date: February 28, 2003 /s/ Timothy C. Moses
-------------------------
Name: Timothy C. Moses
Title: President and Chief Executive Officer
-16-
CERTIFICATIONS
I, Timothy C. Moses, the Chief Executive Officer and Chief Accounting Officer of
International BioChemical Industries, Inc., certify that:
1. I have reviewed this quarterly report on Form 10-QSB of International
BioChemical Industries, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: February 28, 2003
/s/ Timothy C. Moses
--------------------------------------
Timothy C. Moses, Chief Executive Officer
and Chief Accounting Officer
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