-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GnFv5aEww7SKAeO/PAOoPasWPdL4yqzroudErxIr8x84q+j+dtxxnmEv8GUU+xZ9 yXrtZGUW+v+XROamiWJYOw== 0001015769-01-500087.txt : 20010702 0001015769-01-500087.hdr.sgml : 20010702 ACCESSION NUMBER: 0001015769-01-500087 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010430 ITEM INFORMATION: FILED AS OF DATE: 20010629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AUCTION ANYTHING COM INC CENTRAL INDEX KEY: 0001097718 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 13264091 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 000-27865 FILM NUMBER: 1671676 BUSINESS ADDRESS: STREET 1: 35 W. PINE ST STREET 2: SUITE 211 CITY: ORLANDO STATE: FL ZIP: 32801 BUSINESS PHONE: 4074812140 MAIL ADDRESS: STREET 1: 35 W PINE ST STREET 2: SUITE 211 CITY: ORLANDO STATE: FL ZIP: 32801 EX-99.1OTHERFINANCIA 1 diseasesi43001.txt DISEASE SI - APRIL 30, 2001 Exhibit 99.1 INDEPENDENT AUDITORS' REPORT Board of Directors and Stockholders Disease Sciences, Inc. We have audited the accompanying balance sheet of Disease Sciences, Inc. as of April 30, 2001 and the related statements of operations, stockholders' equity and cash flows from April 17, 2001 (Inception) to April 30, 2001. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, the financial position of Disease Sciences, Inc. as of April 30, 2001 and the results of its operations and its cash flows from April 17, 2001 (Inception) to April 30, 2001 in conformity with generally accepted accounting principles. /s/Feldman Sherb & Co., P.C. Feldman Sherb & Co., P.C. Certified Public Accountants New York, New York May 26, 2001 DISEASE SCIENCES, INC. (A Development Stage Enterprise) April 30, 2001 BALANCE SHEET ASSETS Cash $ 59,100 ------------ $ 59,100 ============ STOCKHOLDERS' EQUITY Stockholders' equity: Common stock, $.001 par value; 100,000,000 authorized, 60,000,000 issued and outstanding $ 60,000 Accumulated deficit (900) ------------ Total stockholders' equity 59,100 ------------ $ 59,100 ============ See notes to financial statements DISEASE SCIENCES, INC. (A Development Stage Enterprise) STATEMENT OF OPERATIONS April 17, 2001 (inception) through April 30, 2001 ------------------- OPERATING EXPENSES $ 900 ------------------- NET LOSS $ (900) =================== NET LOSS PER WEIGHTED AVERAGE SHARES OUTSTANDING - Basic and Diluted $ 0.00 =================== WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - Basic and Diluted 60,000,000 =================== See notes to financial statements DISEASE SCIENCES, INC. (A Development Stage Enterprise) STATEMENT OF STOCKHOLDERS' EQUITY Common Stock ($.001 par value) Total ---------------------- Accumulated Stockholders' Shares Amount Deficit Equity ---------- -------- ----------- ------------- April 17, 2001 (Inception) Issuance of common stock 60,000,000 $ 60,000 $ - $ 60,000 Net loss - - (900) (900) ---------- -------- ----------- ------------- April 30, 2001 60,000,000 $ 60,000 $ (900) $ 59,100 ========== ======== =========== ============= See notes to financial statements DISEASE SCIENCES, INC. (A Development Stage Enterprise) STATEMENT OF CASH FLOWS April 17, 2001 (inception) through April 30, 2001 -------------------- NET LOSS $ (900) -------------------- NET CASH USED IN OPERATIONS (900) CASH FLOWS FROM FINANCING ACTIVITIES Sale of common Stock 60,000 -------------------- NET CASH PROVIDED BY FINANCING ACTIVITIES 60,000 -------------------- NET INCREASE IN CASH 59,100 CASH, beginning of period - -------------------- CASH, end of period $ 59,100 =================== See notes to financial statements DISEASE SCIENCES, INC. (A Development Stage Enterprise) NOTES TO FINANCIAL STATEMENTS APRIL 17, 2001 (Inception) THROUGH APRIL 30, 2001 1. BUSINESS: Disease Sciences, Inc., a Delaware corporation (the "Company" or "DSCI") is a developmental stage biopharmaceutical/clinical diagnostics company planning to employ a broad array of technologies to detect, identify and quantify substances in blood or other bodily fluids and tissues. DCSI intends to target and develop proprietary pharmaceutical compounds and new technologies, it's primary goal will be a Transmissible Spongiform Encephalopty (TSE) test, useful in the diagnosis of TSE diseases such as Scrapie in sheep, Bovine Spongiform Encephalopathy (BSE) in cattle, (commonly known as "mad-cow disease"), Chronic Wasting Disease (CWD) in wild deer and elk and Creutzfeldt-Jakob Disease (CJD). Test results are to be used in the diagnosis, detection, evaluation, monitoring and potential treatment of diseases and other medical conditions. DSCI's plans to: (1) identify, acquire and exploit rights to new technologies and compounds relating to BSE, CJD and other neurological disorders; (2) enhance the value of those assets through further research and clinical testing; (3) perform clinical studies towards regulatory approval and attempt to market its drugs through profitable licensing agreements with major pharmaceutical companies and (4) work to develop other promising compounds in-house and in collaboration with third parties. DSCI intends to develop corporate partnerships with established and well-capitalized pharmaceutical companies for the clinical development of its compounds and for their production, commercialization and marketing. The Company intends to derive its revenues from patent sub-licensing fees, royalties from pharmaceutical sales, appropriate milestone payments and research and development contracts. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: A. Use of Estimates - 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 reporting amounts of revenues and expenses during the reported period. Actual results could differ from those estimates. B. Income Taxes - The Company follows Statement of Financial Accounting Standards No. 109 - Accounting for Income Taxes, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. 3. STOCKHOLDERS' EQUITY The Company is authorized to issue 100,000,000 shares of common stock with a par value of $.001. The Company issued 60,000,000 shares at par value to its founders. 4. SUBSEQUENT EVENT The Company is offering for sale to persons who qualify as Accredited investors or otherwise qualified investors up to 4,000,000 Units (the Units). Each Unit consists of one share of Common Stock, $.10 par value (the Common Stock) and four common stock purchase warrants designated Series A, Series B, Series C and Series D common stock purchase warrants (collectively the Warrants). The Series A Warrant included in each Unit entitles the holder to purchase one share of Common Stock of the Company at a purchase price of $.30 per share. The Series B Warrant included in each Unit entitles the holder to purchase one share of Common Stock of the Company at a purchase price of $.60 per share. The Series C Warrant included in each Unit entitles the holder to purchase One share of Common Stock of the Company at a purchase price of $1.00 per share. The Series D Warrant included in each Unit entitles the holder to purchase one share of common Stock of the Company at the Purchase Price of $2.00 per share. The Warrants will expire on May 1, 2006. The Company may call any Warrant series or all of the Warrants at a call price of $.001 per underlying share should the Company's Common Stock trade at or above $5.00 per share, based on the reported closing bid price of the Common Stock, for ten consecutive trading days following 15 days prior written notice of the Company's intention to call the Warrants. In the event the Warrants or Warrant series subject to call have not been exercised by written notice within such 15-day notice period, the Warrants will cease to exist. Each Unit will be offered at a price of $1,000. The Units are being offered on a "best efforts" basis. There is no minimum offering and all proceeds received will be deposited directly in the treasury of the Company. The minimum investment is one Unit, subject to the discretion of management to accept subscriptions for a fractional amount of a Unit. EX-99.2OTHERFINANCIA 2 proformafs.txt PRO FORMA FINANCIAL INFORMATION Exhibit 99.2 UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS The following Unaudited Pro Forma Combined Financial Statements of AuctionAnything.com, Inc. ("AuctionAnything") and Disease S.I., Inc. ("Disease SI") gives effect to the merger between AuctionAnything and Disease SI under the purchase method of accounting prescribed by Accounting Principles Board Opinion No. 16, Business Combinations. These pro forma statements are presented for illustrative purposes only. The pro forma adjustments are based upon available information and assumptions that management believes are reasonable. The Unaudited Pro Forma Combined Financial Statements do not purport to represent what the results of operations or financial position of AuctionAnything would actually have been if the merger had in fact occurred on February 1, 2001 or February 1, 2000, nor do they purport to project the results of operations or financial position of AuctionAnything for any future period or as of any date, respectively. The acquisition of Disease SI by AuctionAnything has been accounted for as a reverse acquisition under the purchase method for business combinations. The combination of the two companies is recorded as a recapitalization of Disease SI, pursuant to which Disease SI is treated as the continuing entity. These Unaudited Pro Forma Combined Financial Statements do not give effect to any restructuring costs or to any potential cost savings or other operating efficiencies that could result from the merger between AuctionAnything and Disease SI. The consolidated financial statements of AuctionAnything for the year ended January 31, 2001, are derived from audited consolidated financial statements and are included in the Form 10-KSB as filed by AuctionAnything on May 15, 2001, with the Securities and Exchange Commission. The consolidated financial statements of AuctionAnything for the three months ended April 30, 2001, are derived from unaudited consolidated financial statements and are included in the Form 10-QSB as filed by AuctionAnything on June 18, 2001, with the Securities and Exchange Commission. You should read the financial information in this section along with AuctionAnything's historical consolidated financial statements and accompanying notes in prior Securities and Exchange Commission filings and in this amended Current Report on Form 8-K. AUCTIONANYTHING.COM, INC. Unaudited Pro Forma Combined Balance Sheet April 30, 2001
Pro Forma adjustments ----------------------- ASSETS AUCTION DISEASE DR CR Pro Forma --------------- ------------- ---------- --------- ------------ Current assets: Cash and cash equivalents $ 4,251 $ 59,100 $ 140,000 $ 106,500 $ 96,851 Accounts receivable 18,428 - 18,428 Other assets 5,000 - 5,000 --------------- ------------- ------------ Total current assets 27,679 59,100 120,279 EQUIPMENT 36,091 - 36,091 --------------- ------------- ------------ $ 63,770 $ 59,100 $ 156,370 =============== ============= ============ LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current liabilities: Accounts payable and accrued expenses $ 148,718 $ - $ 148,718 Unearned revenue 2,035 - 2,035 Note payable - - 140,000 140,000 --------------- ------------- ------------ Total current liabilities 150,753 - 290,753 Stockholders' equity (deficit): Common stock, 28,790,696 actual shares 80,768,922 pro forma shares 28,791 60,000 60,000 60,000 88,791 Treasury stock, 8,021,774 shares - - 8,022 (8,022) Additional paid-in capital 1,256,084 - 1,530,336 60,000 (214,252) Accumulated deficit (1,371,858) (900) 1,371,858 (900) --------------- ------------- ------------ Total stockholders' equity (deficit) (86,983) 59,100 (134,383) --------------- ------------- ------------ $ 63,770 $ 59,100 $ 156,370 =============== ============= ============
See notes to unaudited pro forma financial statements AUCTIONANYTHING.COM, INC. Unaudited Pro Forma Combined Statements of Operations STATEMENT OF OPERATIONS Year Ended January 31, 2001
Pro Forma adjustments ----------------------- AUCTION DISEASE TOTAL DR CR Pro Forma ----------- ---------- ----------- ---------- ---------- --------------- REVENUES: Auction sales $ 74,151 $ - 74,151 $ 74,151 Internet business solutions 58,820 - 58,820 58,820 Internet service revenue 36,260 - 36,260 36,260 Custom development fees 26,475 - 26,475 26,475 ----------- ---------- ----------- --------------- 195,706 - 195,706 195,706 COST OF SALES 59,083 - 59,083 59,083 COST OF SERVICES 28,130 - 28,130 28,130 ----------- ---------- ----------- --------------- 87,213 - 87,213 87,213 GROSS PROFIT 108,493 - 108,493 108,493 OPERATING EXPENSES: Salaries and employee benefits 306,310 - 306,310 306,310 Professional fees 102,323 - 102,323 102,323 Other selling, general and administrative 46,503 - 46,503 46,503 Advertising 17,512 - 17,512 17,512 Insurance 18,383 - 18,383 18,383 ----------- ---------- ----------- --------------- 491,031 - 491,031 491,031 OPERATING LOSS (382,538) - (382,538) (382,538) OTHER INCOME 2,718 - 2,718 2,718 CAPITAL GAINS (LOSSES) (859) - (859) (859) DEPRECIATION AND AMORTIZATION (172,417) - (172,417) (172,417) (170,558) - (170,558) (170,558) ----------- ---------- ----------- --------------- NET LOSS $ (553,096) $ - $ (553,096) $ (553,096) =========== ========== =========== =============== NET LOSS PER WEIGHTED AVERAGE SHARES OUTSTANDING - Basic and Diluted $ (0.02) $ - $ (0.02) $ (0.01) =========== ========== ============ =============== WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - Basic and Diluted 28,588,693 - 28,588,693 60,000,000 8,021,774 80,566,919 =========== ========== ============ ===============
See notes to unaudited pro forma financial statements AUCTIONANYTHING.COM, INC. Unaudited Pro Forma Combined Statements of Operations STATEMENT OF OPERATIONS
Pro Forma adjustments ----------------------- AUCTION DISEASE TOTAL DR CR Pro Forma ---------------- ------------------ --------- --------- ----------- ----------- Three Months April 17, 2001 Ended (inception) through April 30, 2001 April 30, 2001 REVENUES: Internet service revenue $ 6,720 $ - $ 6,720 $ 6,720 Internet business solutions 15,382 - 15,382 15,382 Custom development fees 8,450 - 8,450 8,450 ---------------- ---------------- --------- ----------- 30,552 - 30,552 30,552 COST OF SERVICES 7,022 - 7,022 7,022 ---------------- ---------------- --------- ----------- GROSS PROFIT 23,530 - 23,530 23,530 OPERATING EXPENSES: Salaries and employee benefits 39,935 - 39,935 39,935 Professional fees 12,732 - 12,732 12,732 Other selling, general and administrative (6,301) 900 (5,401) (5,401) Depreciation and amortization 5,354 - 5,354 5,354 Advertising 17 - 17 17 Insurance 46 - 46 46 ---------------- ---------------- --------- ----------- 51,783 900 52,683 52,683 OTHER INCOME 95 - 95 95 ---------------- ---------------- --------- ----------- NET LOSS $ (28,158) $ (900) $ (29,153) $ (29,153) ================ ================ ========= =========== NET LOSS PER WEIGHTED AVERAGE SHARES OUTSTANDING - Basic and Diluted (0.00) $ - $ (0.00) $ (0.00) ================ ================ ========= =========== WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - Basic and Diluted 28,790,696 - 28,790,696 60,000,000 8,021,774 80,768,922 ================ ================ ========= ===========
See notes to unaudited pro forma financial statements AUCTIONANYTHING.COM, INC. Unaudited Pro Forma Adjustments Pro Forma adjustments reflect the following transaction:
Pro Forma adjustments - Balance Sheet April 30, 2001 DR CR ----------------- --------------- (a) Common Stock $ 60,000 $ Additional paid-in capital 60,000 Additional paid-in capital 1,431,858 Common Stock 60,000 Accumulated defict 1,371,858 To record the acquisition of Disease SI by AuctionAnything for 60,000,000 shares of AuctionAnything's common stock, which is equivalent to 74.3% of the total number of AuctionAnything shares of common stock outstanding, in exchange for all the outstanding shares of Disease SI common stock the AuctionAnything Stockholders delivered to Disease SI. The acquisition has been accounted for as a reverse acquisition under the purchase method for business combinations. The combination of the two companies is recorded as a recapitalization of Disease SI, pursuant to which Disease SI is treated as the continuing entity. (b) Cash 140,000 Notes payable 140,000 To record proceeds from promissory note issued in May 2001. (c) Treasury stock 8,022 Additional paid-in capital 98,478 Cash 106,500 To record purchase of 8,021,774 shares of treasury stock
8-K/A 3 aa8ka.txt AUCTIONANYTHING.COM SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 23, 2001 AUCTIONANYTHING.COM, Inc. (Exact name of registrant as specified in its charter) Delaware 0-27865 13-264091 (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) formation) 35 West Pine Street, Suite 211, Orlando, Florida 32801 - -------------------------------------------------- --------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (407) 481-2140 Item 2. Acquisitions or Dispositions On May 23, 2001 we executed an Agreement and Plan of Reorganization and Stock Purchase Agreement (the "Disease SI Agreement") with Disease S.I., Inc., a Florida corporation ("Disease SI") and its shareholders Dr. Wayne Goldstein and Mr. Brian S. John. Under the terms of the Disease SI Agreement, we acquired 100% of the issued and outstanding stock of Disease SI in exchange for 60,000,000 shares of our Common Stock. We issued Dr. Goldstein and Mr. John a total of 21,209,384 shares at the closing, and agreed that the balance of 38,790,616 shares will be delivered to them as soon as we amend our Certificate of Incorporation to increase our authorized Common Stock in order to permit such issuance as described herein. Giving effect to the recapitalization, we will have a total of 80,768,922 shares of our Common Stock issued and outstanding, of which 74.3% will be owned by Dr. Goldstein and Mr. John. The foregoing described transaction was previously disclosed in the Company's Current Report on Form 8-K, filed June 6, 2001. The purpose of this filing is to amend that Current Report on Form 8-K by filing certain financial statements and other financial information required by Regulations S-X and identified in Item 7 below. Item 7. Financial Statements and Exhibits (a) Financial Statements of Business Acquired The audited balance sheet of Disease SI as of April 30, 2001, and the related statement of operations, changes in stockholders' equity and cash flows from April 17, 2001 (Inception), to April 30, 2001, is attached hereto as Exhibit 99.1. (b) Pro Forma Information The unaudited pro forma financial information of AuctionAnything relating to the Disease SI acquisition is attached hereto as Exhibit 99.2. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly authorized and caused the undersigned to sign this report on the registrant's behalf. AUCTIONANYTHING.COM, INC. By: /s/ Dr. Wayne Goldstein ------------------------ Name: Dr. Wayne Goldstein Title: Dated: June 29, 2001 EXHIBIT INDEX Exhibit No. Description 99.1 The audited balance sheet of Disease SI as of April 30, 2001, and the related statement of operations, changes in stockholders' equity and cash flows from April 17, 2001 (Inception), to April 30, 2001. 99.2 Unaudited pro forma combined financial statements. -----END PRIVACY-ENHANCED MESSAGE-----