10QSB 1 file001.txt FORM 10QSB UNITED STATES SECURITIES AND EXCHANGE COMMISSION WAHINGTON, DC 20549 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 For the quarterly period ended August 31, 2001 Commission File Number 0-15382 GAMOGEN, INC. (Exact name as specified in its charter) New York 13-3341562 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 1930 Village Center Circle Suite 3-83, Summerlin, NV 89134 (Address of principal executive office) (Zip Code) Registrant's telephone number: (702) 615-5922 Check whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the last 12 months (or for 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. Yes (x) No ( ) Outstanding common stock, $.01 par value as of September 24, 2001: 1,380,311 shares GAMOGEN, INC. TABLE OF CONTENTS PART I FINANCIAL INFORMATION Item 1 Financial Statements (Unaudited) Consolidated balance sheet - August 31, 2001 Consolidated statements of operations - Three months ended August 31, 2001 and 2000 and six months ended August 31, 2001 and 2000 Consolidated statements of cash flow - Six months ended August 31, 2001 and 2000 Notes to consolidated financial statements - August 31, 2001 Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations PART II OTHER INFORMATION SIGNATURES PART I - FINANCIAL INFORMATION GAMOGEN, INC. CONSOLDIATED BALANCE SHEET (UNAUDITED) August 31, 2001
ASSETS CURRENT ASSETS Cash $ 4,917 Account receivable 2,740 ----------- TOTAL CURRENT ASSETS 7,657 NOTE RECEIVABLE 154,965 ----------- TOTAL ASSETS $ 162,622 =========== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accrued expenses $ 2,541 ----------- TOTAL CURRENT LIABILITIES 2,541 STOCKHOLDERS' EQUITY Preferred stock, $.01 par value, authorized 1,000,000 Shares, none issued Common stock, $.01 par value, authorized 50,000,000 shares, issued and outstanding 1,380,311 shares 13,803 Additional paid-in capital 1,612,160 Accumulated (deficit) (1,465,882) ----------- TOTAL STOCKHOLDERS' EQUITY 160,081 ----------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 162,622 ===========
The accompanying notes are an integral part of this statement. GAMOGEN, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Three months ended Aug. 31, Six months ended Aug. 31, --------------------------- ------------------------- 2001 2000 2001 2000 ---- ---- ---- ---- NET SALES $ -- $ -- $ -- $ -- GENERAL AND ADMINISTRATIVE EXPENSES 11,770 17,295 29,298 17,564 INTEREST INCOME 2,617 2,983 5,557 5,966 ----------- ----------- ----------- ----------- (LOSS) BEFORE INCOME TAXES (9,153) (14,312) (23,741) (11,598) State income taxes 600 947 1,400 947 ----------- ----------- ----------- ----------- NET (LOSS) $ (9,753) $ (15,259) $ (25,141) $ (12,545) =========== =========== =========== =========== (LOSS) PER COMMON SHARE Basic and diluted $ (0.01) $ (0.01) $ (0.02) $ (0.01) Weighted average common Shares (basic and diluted) 1,380,311 1,375,311 1,377,811 1,375,311
The accompanying notes are an integral part of this statement. GAMOGEN, INC. CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED)
Six months ended Aug 31, ----------------------- 2001 2000 ---- ---- Cash used in operating activities $(30,560) $(29,175) Financing activities: Change in due to/from affiliates (975) Reduction of note receivable 28,276 -- -------- -------- Cash provided by (used in) financing activities 28,276 (975) -------- -------- Net (decrease) in cash (2,284) (30,150) Cash at beginning of period 7,201 33,275 -------- -------- Cash at end of period $ 4,917 $ 3,125 ======== ======== Supplementary disclosure - cash payments for Income taxes $ 1,400 $ 3,037
The accompanying notes are an integral part of this statement. GAMOGEN, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AUGUST 31, 2001 Note 1 - BASIS OF PRESENTATION The Company currently has no operations. The Company is seeking to serve as a vehicle to effect a merger or other business combination with an operating business; there is no assurance that this will be accomplished. The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial statements pursuant to Regulation S-B. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments, (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months and six months ended August 31, 2001 are not necessarily indicative of the results that may be expected for the year ending February 28, 2002. For further information refer to the financial statements and footnotes included in Form 10-KSB for the yea ended February 28, 2001 filed by the Company. Note 2 - SHAREHOLDERS' EQUITY During the three months ended August 31, 2001, the Company issued 5,000 shares of common stock for services. Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. This discussion, other than historical financial information, may consist of forward-looking statements that involve risks and uncertainties, including when and if the Company may resume business operations. Consequently, actual results may vary from management's expectations. Results of operation for the three and six months ended August 31, 2001 as compared to the three and six months ended August 31, 2000. Operations Since the sale of substantially all of its assets effective September 1999, the Company has no operations. General and administrative expenses were $11,770 for the three months ended August 31, 2001 and $29,298 for the six months ended August 31, 2001. For the three months and six months ended August 31, 2000 general and administrative expenses amounted to $17,295 and $17,564, respectively. The expenses represent legal, accounting and other costs primarily associated with corporate expenses and securities filings. No salaries are currently being paid to officers. Interest expense pertains to the note receivable. Liquidity and Capital Resources Because the Company has no operations, it has attempted to restrict administrative costs to minimal levels necessary to effect corporate and securities filings. The Company's sole activity is expected to be identifying and evaluating suitable business opportunities, which could result in a business combination. No assurance can be given that the efforts will be successful., or that other business transactions might not be considered. PART II - OTHER INFORMATION Item 1 through Item 5 - The answer to each item in none. Item 6. Exhibits and Reports on Form 8-K. There were no Exhibits or Reports on Form 8-K filed during the quarter for which this report is filed. SIGNATURES In accordance with the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed by the undersigned hereunto duly authorized. GAMOGEN, INC Dated: September 25, 2001 /s/ Jack Brehm -------------- Jack Brehm Chief Financial Officer (Principal Accounting Officer)