10QSB 1 form10-qsb_15120.htm FORM 10-QSB (MARCH 31, 2007) www.EXFILE.com 888.775-4789 INTEGRATED PHARMACEUTICALS FORM 10-QSB


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-QSB

(Mark One)
 
þ
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
    For the quarterly period ended  March 31, 2007
 

o
RANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
    For the transition period from ______________ to________________
 
 
Commission file number            000-50960                            
 
 
 
Integrated Pharmaceuticals, Inc.
(Exact name of small business issuer in its charter)
 

 
Idaho
 
04-3413196
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
 
 
 
310 Authority Drive
Fitchburg, MA  01420
(Address of principal executive offices) (Zip Code)

                                                                                                                      
 
 
(978) 696-0020
(Issuer's telephone number, including area code)

 

Securities registered under Section 12(g) of the Act:
Title of class
Name of Exchange on Which Registered
 
Common Stock, par value $.01 per share
 
None


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).      Yeso      Noþ

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDING DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be filed by section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.  Yes o    Noo
 
APPLICABLE ONLY TO CORPORATE ISSUERS
 
As of March 30, 2007 the Issuer had 40,754,770 shares of common stock outstanding.

Transitional Small Business Disclosure Format (Check one):   Yeso    Noþ
 


INTEGRATED PHARMACEUTICALS, INC.
FORM 10-QSB

TABLE OF CONTENTS
                                                                 
 
 
 
PART I.     FINANCIAL INFORMATION 
PAGE
     
ITEM 1
Financial Statements
2
     
ITEM 2
Plan of Operation; Management's Discussion and Analysis
11
     
ITEM 3
Controls and Procedures
12
     
     
   
   
PART II. – OTHER INFORMATION 
 
     
ITEM 1
Legal Proceedings
12
     
ITEM 2
Unregistered Sales of Equity Securities and Use of Proceeds
12
     
ITEM 3
Default Upon Senior Securities
13
     
ITEM 4
Submission of Matters to a Vote of Security Holders
13
     
ITEM 5
Other Information
13
     
ITEM 6
Exhibits and Reports on Form 8-K
13
     
SIGNATURES
 
15
 
 
 
 
NOTE REGARDING FORWARD-LOOKING STATEMENTS

Except for statements of historical fact, certain information described in this document contains “forward-looking statements” that involve substantial risks and uncertainties. You can identify these statements by forward-looking words such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "should," "will" and "would" or similar words. You should read the statements that contain these words carefully because these statements discuss our future expectations, contain projections of our future results of operations or of our financial position or state other "forward-looking" information. Integrated Pharmaceuticals, Inc. believes that it is important to communicate our future expectations to our investors. However, there may be events in the future that we are not able to accurately predict or control. The factors listed below in the section captioned "Risk Factors," within the section “Description of Business” as well as any cautionary language in this Form, provide examples of risks, uncertainties and events that may cause our actual results and achievements expressed or implied to differ materially from the expectations we described in our forward-looking statements. Integrated Pharmaceuticals, Inc. believes that before you invest in our common stock, you should be aware that the occurrence of the events described in these risk factors and elsewhere in this Form could have a material adverse effect on our business, results of operations and financial position.

1

PART I

ITEM 1.                      Financial Statements

Integrate Pharmaceuticals Inc.
Financial Statements
For The Quarter Ended March 31, 2007
(Unaudited)

CONTENTS


PAGE

3
Balance Sheets As At March 31, 2007 And December 31, 2006
 
4
Statements Of Operations And Income For The Three Months Ended March 31, 2007 and March 31, 2006

5
Statements Of Cash Flows For The Three Months Ended March 31, 2007 and March 31, 2006
 
7 - 31
Notes To Financial Statements – March 31, 2007

 
 
 
 
 
 
 
 
 
 
 
 
 
 
     
2

 
INTEGRATED PHARMACEUTICALS, INC.       
(A Development Stage Company)       
BALANCE SHEETS       
 

   
March 31,
       
   
2007
   
December 31,
 
   
(unaudited)
   
2006
 
ASSETS
               
CURRENT ASSETS
               
Cash
  $
509,688
    $
872,182
 
Accounts receivable
   
686
     
686
 
Inventory
   
119,709
     
118,068
 
Prepaid expenses
   
14,959
     
47,128
 
Total Current Assets
   
645,042
     
1,038,064
 
                 
PROPERTY AND EQUIPMENT, net
   
1,144,474
     
1,279,401
 
                 
OTHER ASSETS
               
Investments
   
2,720
     
3,590
 
Patents, net of amortization
   
107,554
     
107,800
 
Total Other Assets
   
110,274
     
111,390
 
                 
TOTAL ASSETS
  $
1,899,790
    $
2,428,855
 
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
CURRENT LIABILITIES
               
Accounts payable
  $
120,131
    $
218,754
 
Accrued expenses
   
124,604
     
162,039
 
Related party short-term debt
   
12,722
     
24,061
 
Total Current Liabilities
   
257,457
     
404,854
 
                 
                 
COMMITMENTS AND CONTINGENCIES
   
     
 
                 
STOCKHOLDERS' EQUITY
               
Preferred stock, $0.10 par value, 20,000 shares
               
authorized; no shares issued
   
     
 
  Common stock, $0.01 par value, 75,000,000 shares
               
authorized; 40,560,163 and 40,024,316 shares
               
issued and outstanding, respectively
   
405,602
     
400,243
 
Additional paid-in capital
   
16,838,293
     
16,728,424
 
Other comprehensive income
   
700
     
1,570
 
Accumulated deficit prior to development stage
    (494,624 )     (494,624 )
Accumulated deficit during development stage
    (15,107,638 )     (14,611,612 )
                 
Total Stockholders' Equity
   
1,642,333
     
2,024,001
 
                 
TOTAL LIABILITIES AND
               
STOCKHOLDERS' EQUITY
  $
1,899,790
    $
2,428,855
 
 
The accompanying condensed notes are an integral part of these interim financial statements.
3

 
INTEGRATED PHARMACEUTICALS, INC.         
(A Development Stage Company)         
STATEMENTS OF OPERATIONS         

               
Period from
 
               
February 1, 2003
 
               
(inception of
 
   
Three Months Ending   
   
development stage)
 
   
March 31, 2007
   
March 31, 2006
   
to March 31, 2007
 
   
(unaudited)
   
(unaudited)
   
(unaudited)
 
                   
REVENUES
  $
    $
46,258
    $
137,999
 
                         
COST OF GOODS SOLD
                       
Materials and supplies
   
     
42,989
     
101,079
 
Total Cost of Goods Sold
   
     
42,989
     
101,079
 
                         
GROSS PROFIT
   
     
3,269
     
36,920
 
                         
GENERAL AND ADMINISTRATIVE EXPENSES
                       
Depreciation and amortization
   
65,844
     
66,500
     
851,014
 
Research and development
   
55,558
     
43,010
     
1,015,355
 
Marketing
   
355
     
2,072
     
629,989
 
Legal and professional fees
   
79,525
     
46,222
     
1,317,778
 
Consulting
   
59,359
     
59,359
     
3,193,448
 
Idle facility expense
   
139,884
     
153,795
     
2,155,246
 
Occupancy
   
30,985
     
32,936
     
1,161,381
 
Labor and benefits
   
22,575
     
25,825
     
874,543
 
Services paid by stock options
   
2,850
     
100,773
     
1,494,423
 
Office supplies and expenses
   
7,255
     
4,881
     
193,371
 
Travel
   
770
     
802
     
181,147
 
Other general and administrative expenses
   
29,167
     
50,622
     
654,346
 
Total General and Administrative Expenses
   
494,127
     
586,797
     
13,722,041
 
                         
OPERATING INCOME (LOSS)
    (494,127 )     (583,528 )     (13,685,121 )
                         
OTHER INCOME (EXPENSES)
                       
Interest income
   
2
     
73
     
10,281
 
Interest expense
    (1,901 )     (1,568 )     (1,427,238 )
Other income (expense)
   
     
      (5,560 )
Total Other Income and Expenses
    (1,899 )     (1,495 )     (1,422,517 )
                         
LOSS BEFORE TAXES
    (496,026 )     (585,023 )     (15,107,638 )
                         
INCOME TAXES
   
     
     
 
                         
NET LOSS
    (496,026 )     (585,023 )     (15,107,638 )
                         
OTHER COMPREHENSIVE INCOME (LOSS)
                       
Unrealized gain (loss) in market value of
                       
investments
    (870 )    
1,550
     
700
 
                         
COMPREHENSIVE LOSS
  $ (496,896 )   $ (583,473 )   $ (15,106,938 )
                         
NET INCOME (LOSS) PER COMMON SHARE,
                       
BASIC AND DILUTED
  $ (0.01 )   $ (0.03 )        
                         
WEIGHTED AVERAGE NUMBER OF COMMON
                       
SHARES OUTSTANDING, BASIC AND DILUTED
   
40,523,130
     
19,343,829
         
 
The accompanying condensed notes are an integral part of these interim financial statements.
4

 
INTEGRATED PHARMACEUTICALS, INC.         
(A Development Stage Company)         
STATEMENTS OF CASH FLOWS         
 
               
Period from
 
               
February 1, 2003
 
               
(inception of
 
   
Period Ended
   
Period Ended
   
development stage)
 
   
March 31, 2007
   
March 31, 2006
   
to March 31, 2007
 
   
(unaudited)
   
(unaudited)
   
(unaudited)
 
CASH FLOWS FROM OPERATING ACTIVITIES:
                 
Net income (loss)
  $ (496,026 )   $ (585,023 )   $ (15,083,513 )
Adjustments to reconcile net income (loss) to net cash
                       
  flows provided (used) by operating activities:
                       
Depreciation and amortization
   
137,988
     
132,915
     
1,481,653
 
Loss on disposition of assets
   
     
     
7,024
 
Stock and warrants issued as incentive for notes payables
   
     
     
496,389
 
Stock issued for interest expense
   
     
     
149,878
 
Stock issued for rent expense
   
7,298
     
8,675
     
606,062
 
Stock issued for services
   
21,221
     
4,754
     
1,197,260
 
Stock issued for assets and securities
   
     
     
43,739
 
Stock options and warrants vested
   
62,209
     
160,132
     
3,828,975
 
Recognition of noncash deferred financing expense
   
     
     
578,699
 
Options and warrants issued for services and financing
   
     
     
253,753
 
Noncash recovery of other income
   
     
      (1,850 )
Changes in assets and liabilities:
                       
Receivables
   
      (30,724 )    
15,398
 
Inventory
    (1,641 )    
11,996
      (119,709 )
Prepaid expenses
   
32,169
     
26,027
     
132,601
 
Other assets
   
     
763
     
6,370
 
Accounts payable
    (98,623 )     (23,138 )    
21,584
 
Accrued expenses
    (37,435 )    
6,054
      (58,379 )
Net cash used by operating activities
    (372,840 )     (287,569 )     (6,444,066 )
                         
CASH FLOWS FROM INVESTING ACTIVITIES:
                       
Purchase of fixed assets
   
     
      (2,743,539 )
Patent costs
    (2,815 )     (17,237 )     (125,237 )
Leasehold concessions received
   
     
     
185,000
 
Net cash used by investing activities
    (2,815 )     (17,237 )     (2,683,776 )
                         
CASH FLOWS FROM FINANCING ACTIVITIES:
                       
Sale of common stock units
   
24,500
     
270,000
     
8,462,140
 
Payments on capital leases
   
      (195 )     (9,563 )
Payments on related party loans
    (11,339 )     (4,595 )     (43,979 )
Proceeds from exercise of options
   
     
     
1,080
 
Proceeds from convertible debt
   
     
     
939,900
 
Net cash provided by financing activities
   
13,161
     
265,210
     
9,349,578
 
                         
Net increase (decrease) in cash
    (362,494 )     (39,596 )    
221,736
 
                         
Cash, beginning of period
   
872,182
     
182,582
     
287,952
 
                         
Cash, end of period
  $
509,688
    $
142,986
    $
509,688
 
                         
                         
                         
SUPPLEMENTAL CASH FLOW DISCLOSURES:
                       
Income taxes paid
  $
    $
    $
 
Interest paid
  $
    $
    $
33,802
 
                         
NON-CASH INVESTING AND FINANCING:
                       
Stock and warrants issued for convertible debt
  $
    $
    $
1,613,076
 
Stock issued for assets and securities
  $
    $
    $
43,739
 
Stock issued as deferred incentive for notes payables
  $
    $
    $
519,587
 
Warrants and options issued for deferred services and financing
  $
    $
    $
520,102
 
Accounts payable paid by contributed capital
  $
    $
    $
27,767
 
Noncash recovery of other income
  $
    $
    $
1,850
 

The accompanying condensed notes are an integral part of these interim financial statements.
5

INTEGRATED PHARMACEUTICALS, INC.
CONDENSED NOTES TO FINANCIAL STATEMENTS
March 31, 2007
 

 
NOTE 1 – BUSINESS ORGANIZATION AND BASIS OF PRESENTATION

Integrated Pharmaceuticals, Inc., (hereinafter, “the Company”) is the successor to Advanced Process Technologies, Inc. (hereinafter, “APT”) a corporation formed on March 23, 1998 under the laws of the Commonwealth of Massachusetts.  In February 2003, the Company began a new development stage whereby it began the development of technologies for the production of clinically active pharmaceutical compounds, including active small molecules and recombinant DNA technology derived products.  The Company was involved in contract research for pharmaceutical companies, through January 2003, when it changed its primary focus to the development of its own technology and manufacturing capacity.

On September 5, 2000, the Company agreed to an exchange of its stock in an acquisition with Bitterroot Mining Company (hereinafter “Bitterroot”).  This transaction was accounted for as an acquisition and recapitalization of an operating enterprise by a non-operating public company.  The legal entity is that of Bitterroot, while the accounting entity is the operating company, which had been APT.  At that time, the Company acquired new non-qualifying shareholders and automatically converted from an “S” corporation to a regular “C” corporation.  On November 28, 2000, the Company changed its name to Integrated Pharmaceuticals, Inc.  As a result of this transaction, Integrated Pharmaceuticals, Inc. changed it state of domicile to Idaho, and operates as an Idaho corporation.

The company has raised additional capital through private placements in 2006 to continue its operations.  Management plans to use the majority of the proceeds from the financing to implement its business plan.  As a result of the proceeds received management has determined that it can continue as a going concern for at least the next twelve months.

At March 31, 2007, the Company was considered a development stage enterprise as it is devoting substantially all of its efforts to establishing a new business and substantial planned principal operations had not yet commenced.

The foregoing unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10QSB and Regulation S-B as promulgated by the Securities and Exchange Commission (“SEC”).  Accordingly, these financial statements do not include all of the disclosures required by generally accepted accounting principles in the United States of America for complete financial statements.  These unaudited financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2006.  In the opinion of management, the unaudited interim financial statements furnished herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented.  Operating results for the three-month period ended March 31, 2007 are not necessarily indicative of the results that may be expected for the year ending December 31, 2007.
 
 
 
 
 
 
6

INTEGRATED PHARMACEUTICALS, INC.
CONDENSED NOTES TO FINANCIAL STATEMENTS
March 31, 2007
 

 
NOTE 2 – LIMITED SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements.  The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity.  These accounting policies conform to accounting principles generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements.

Use of Estimates
The process of preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues, and expenses.  Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements.  Accordingly, upon settlement, actual results may differ from estimated amounts.

Development Stage Activities
The Company began a new development stage February 1, 2003, when it discontinued outside contract research as its primary focus.  It is now primarily engaged in the development and production of clinically active pharmaceutical compounds, including active small molecules and recombinant DNA technology derived products.

Fair Value of Financial Instruments
The Company’s financial instruments as defined by Statement of Financial Accounting Standards No. 107, “Disclosures about Fair Value of Financial Instruments,” include cash, receivables, and payable.  All instruments are accounted for on an historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at March 31, 2007.

Inventory
The Company maintains an inventory of raw materials, work in process, and finished goods.  Inventories are stated at the lower of cost or market.  Cost has been determined by using the first-in first-out method.  As of March 31, 2007, the Company’s raw material, work in process, and finished goods inventories totaled $63,322, $12,419, and $43,967 respectively.


NOTE 3 – PROPERTY AND EQUIPMENT

Property and equipment are stated at cost.  Depreciation is provided using the straight-line method over the estimated useful lives of the assets ranging from 5 to 10 years.  The following is a summary of property, equipment and accumulated depreciation at March 31, 2007 and December 31, 2006:
 
 
 
 

 
7

INTEGRATED PHARMACEUTICALS, INC.
CONDENSED NOTES TO FINANCIAL STATEMENTS
March 31, 2007
 

 
   
2007
   
2006
 
Equipment
  $
1,800,255
    $
1,800,255
 
Furniture and fixtures
   
120,114
     
120,114
 
Leasehold improvements
   
826,511
     
826,511
 
     
2,746,880
     
2,746,880
 
Less:  Accumulated depreciation
    (1,602,406 )     (1,467,479 )
Total
  $
1,144,474
    $
1,279,401
 

Depreciation and amortization expense for the periods ended March 31, 2007 and December 31, 2006 were $134,927 (of which $72,143 is included in “idle facility expense”), and $535,611 (of which $282,328 is included in “idle facility expense”), respectively.  The Company evaluates the recoverability of property and equipment when events and circumstances indicate that such assets might be impaired.  The Company determines impairment by comparing the undiscounted future cash flows estimated to be generated by these assets to their respective carrying amounts.  Maintenance and repairs are expensed as incurred.  Replacements and betterments are capitalized.  The cost and related reserves of assets sold or retired are removed from the accounts, and any resulting gain or loss is reflected in results of operations.


NOTE 4 – CAPITAL STOCK

Preferred Stock
In November 2004, the Company amended the authorized capital stock section of its articles of incorporation.  The Company is authorized to issue 20,000 shares of non-assessable $0.10 par value preferred stock.  As of March 31, 2007, the Company has not issued any preferred stock.

Common Stock
In November 2004, the Company amended the authorized capital stock section of its articles of incorporation.  The Company is authorized to issue 75,000,000 shares of non-assessable $0.01 par value common stock.  Each share of stock is entitled to one vote at the annual shareholders’ meeting.

In January 2007, the Company sold 408,333 units for $0.06 per unit, raising $24,500.  Each units consists of one share of common stock and 50% of a warrant to purchase an additional share of common stock.  The exercise price of the warrants is $0.35 and they expire on June 30, 2008.

The Company has a lease for its facility in Fitchburg, Massachusetts whereby the base rent is paid with one share of common stock for each $1.00 of rent.  A total of 35,868 shares, valued at approximately $7,298, were issued during the three-month period ended March 31, 2007 for payment of rent.  Additionally, the Company issued 91,646 shares of common stock at an average price of $.23 per share in exchange for services valued at $21,221.
 
 
 
 

 
8

INTEGRATED PHARMACEUTICALS, INC.
CONDENSED NOTES TO FINANCIAL STATEMENTS
March 31, 2007
 

 
NOTE 5 – COMMON STOCK OPTIONS AND WARRANTS


2002 Stock Plan
During the three months ended March 31, 2007, the Company recorded an expense of approximately $2,850 for vested options.

The following is a summary of the Company's equity compensation plans:

Plan
 
Number of securities to
be issued upon exercise
of outstanding options
   
Weighted-average exercise
price of outstanding options
   
Number of securities
remaining available for
future issuance under
equity compensation plans
 
                   
Equity compensation plan approved by security holders (1)
   
1,025,000
     
$        0.62
     
575,000
 
                         
Total
   
1,025,000
             
575,000
 

(1) Second Amended and Restated 2002 Stock Plan

Following is a summary of the status of the options outstanding during the periods ended December 31, 2006 and March 31, 2007.

   
Number of Shares
   
Weighted Average
Exercise Price
 
Outstanding at January 1, 2006
   
1,160,000
    $
0.60
 
Granted
   
250,000
     
.27
 
Exercised
   
     
 
Forfeited
    (135,000 )     (0.50 )
Outstanding at December 31, 2006
   
1,275,000
     
0.55
 
Granted
   
     
 
Exercised
   
     
 
Rescinded
   
     
 
Options outstanding at March 31, 2007
   
1,275,000
    $
0.55
 
                 
Options exercisable at March 31, 2007
   
877,400
    $
0.67
 
Weighted average fair value of options granted in 2007
           
 
 
 
 

 
9

INTEGRATED PHARMACEUTICALS, INC.
CONDENSED NOTES TO FINANCIAL STATEMENTS
March 31, 2007
 

 
Warrants
At March 31, 2007 and December 31, 2006, there were outstanding warrants to purchase 12,556,510 and 12,306,968 shares respectively, of the Company’s common stock, at prices ranging from $.45 to $2.50 per share.  The warrants vest at various rates ranging up to 5 years and expire at various dates through 2014.


NOTE 6 – CONCENTRATIONS

Credit Risk for Cash Held at Banks
The Company maintains its cash accounts primarily at a Massachusetts bank.  These funds are insured to a maximum of $100,000.  At March 31, 2007, approximately $ 409,352 was at risk.


NOTE 7 – COMMITMENTS AND CONTINGENCIES

Patent License Agreement
During 2001, the Company entered into a license agreement, with a related party, for the rights to a patent application.  The Company may further develop, make, use, sub-lease, promote, distribute, sell and market the patent product or process.  The Company is responsible for the expenses of prosecuting the patent application, which matured into an issued patent in 2002.  In addition, a royalty of 3% of net sales, less discounts, is obligated to be paid on a quarterly basis for the license, with minimum annual royalties of $100,000, before discounts.  During the periods ended December 31, 2006 and March 31, 2007, applicable royalties were waived by the patent holder.


NOTE 8 –SUBSEQUENT EVENTS

On April 18, 2007, the Company's registration statement on SEC form SB-2 was declared effective. Thereafter, the Company sold 35,000 shares of its common stock to Dutchess Private Equities Fund Ltd., pursuant to its investment agreement with that fund. The company received $5,411.00, or about $0.155 per share, in connection with this sale.


 
 
 
 
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Item 2           Management’s Discussion and Analysis or Plan of Operation.

 
The following discussion and analysis should be read in conjunction with the accompanying financial statements and the notes to those financial statements included elsewhere in this Form 10-QSB. The following discussion includes forward-looking statements that reflect our plans, estimates and beliefs and involve risks and uncertainties. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this Form 10-QSB.

Our cash position of $509,688 as of March 31, 2007 compares favorably to our cash of $142,986 as of March 31, 2006. The increase is attributable to the sales of common stock that occurred later in 2006. We had no operating revenue during the 1st quarter 2007, as compared to $46,258 of revenue during the 1st quarter 2006.

Plan of Operation.

We are now a development stage company. As described in further detail below, we had no substantial operating revenue in 2005 or 2006. However, during 2005, we completed construction of our production facility and focused on sales and new product development. In 2005, we also developed a proprietary process to deliver calcium in foods or beverages without altering the taste or the flavor of the food or beverage. We have filed U.S. patent applications to protect our process.  In 2006, we supplemented our patent portfolio and focused on the sale and marketing of our powdered calcium supplement and the development of a plan to make and sell mineral water made with our proprietary processes.

Over the next nine months we hope to establish our water bottling plant in our Fitchburg facility and continue to sell our proprietary products for calcium supplements.
 
Financial Condition.

We raised approximately $1,050,260 in a private placement of our common stock in December 2006.  Our cash position at March 31, 2007 was $509,688.  We have reduced our operating loss from $583,528 in the first quarter of 2006 to $494,127 for the first quarter of 2007.  We anticipate that we will require additional funds in 2007 in order to install, qualify the facility for bottling operation, start the production, shipment of samples, create marketing materials, advertise, market and distribute our bottled water products in 2007 and 2008.  In the first quarter of 2007, we filed a registration statement on SEC form SB-2, as we agreed to do in our financing agreement with Dutchess Private Equities Fund, Ltd. (“Dutchess”).  Other than our arrangement with Dutchess, we have no commitments from financial sources for this additional capital.

Other than as described above, we know of no long-term or short-term trends or events that have or are reasonably likely to have a material impact on or short-term or long-term liquidity. Our long-term liquidity will be affected by our ability to generate sales, which is subject to uncertainties.  In addition, we are obligated to purchase our Fitchburg facility by September 2008.  At that time, the purchase price will be approximately $1.75 million.  We have not yet arranged for financing for this purchase.

Our capital needs for 2007 will depend upon the amount and mix of purchase orders that we receive (assuming that we receive such orders at all).  We hope to be able to contain the capital expenditures necessary to launch our bottled water product by utilizing the production capacity of the equipment that we already have in place.  If the orders that we receive are for substantially greater volumes than we expect, it is possible we will need to install additional equipment to fill those orders, which would require additional capital.
 
 

 
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There are no significant elements of income or loss that do not arise from our operations.  At the moment, there do not appear to be seasonal aspects to our business.

Material Commitments for Capital Expenditures. We have ordered bottling equipment for which we have been invoiced $35,000. We expect to spend an additonal $90,000 on additional equipment to our Fitchburg facility for water bottling purposes.

Trends and Seasonality. We are not aware of any trends that are likely to have a material impact on our liquidity, or on our net sales or revenues or income from continuing operations. We are not aware of any seasonality in our business.

Off-Balance Sheet Arrangements.  We have no off-balance sheet arrangements.
 
Item 3.          Controls and Procedures

Chinmay Chatterjee, President, CEO and Chief Financial Officer, has evaluated the Company’s disclosure controls and procedures in effect as of September 30, 2006 and concluded that they are effective. He concluded that the controls and procedures provided the officers, on a timely basis, with all information necessary for them to determine that the Company has disclosed all material information required to be included in the Company's periodic reports filed with the Securities and Exchange Commission. Based upon the officer’s evaluation, there were not any significant changes in the Company's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation.
 
 
 
PART II.  – OTHER INFORMATION

Item 1.          Legal Proceedings.

The Company is not a party to any pending legal proceedings, nor is its property the subject of any pending legal proceeding.

Item 2.          Unregistered Sales of Equity Securities and Use of Proceeds

We did not engage in any unregistered sales of equity securities during the three-month period ended March 31, 2007.  Subsequent to that period, we sold 35,000 shares of our common stock to Dutchess for $5,411.  We have used those funds for our general corporate purposes.

In January 2006, we raised an $100,000 from accredited investors based a price $0.25 per unit, with each unit consisting of one share of common stock and a warrant to purchase 80% of an additional share of common stock.  The exercise price of the warrants is $0.90, and they expire on June 30, 2008.

Later in 2006, we sold 3,425,000 units for $.20 per unit, with each unit consisting of one share of common stock and a warrant to purchase 40% of an additional share of common stock, raising $685,000.  The exercise price of the warrants is $0.45, and they expire on June 30, 2008.

The Company has a lease for its facility in Fitchburg, Massachusetts whereby the base rent is paid with one share of common stock for each $1.00 of rent.  A total of 93,972 shares, valued at approximately $22,605, were issued during the nine-month period ended September 30, 2006 for payment of rent.  Additionally, the Company issued 72,095 shares of common stock at an average price of $.26 per share during that period in exchange for services.

Between October 1, 2006 and November 15, 2006, the Company has received subscriptions pursuant to which certain accredited investors have agreed to purchase units from the Company, at $0.06 per unit, consisting of one share of common stock and a warrant to purchase one-half share at $0.35.  These warrants will expire on June 30, 2008.  The subscriptions received to date total $620,000.
 
 

 
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Item 3.          Default Upon Senior Securities

The Company has no senior securities outstanding.

Item 4.          Submission of Matters to a Vote of Security Holders.

No matter was submitted during the first quarter of the fiscal year covered by this report to a vote of security holders, through the solicitation of proxies or otherwise.

Item 5.          Other Information.

None.

Item 6.          Exhibits and Reports on Form 8-K

The following documents are filed as exhibits to this Form 10-QSB:

Number
Description of Exhibit
   
3.1
Amended and Restated Articles of Incorporation of Integrated Pharmaceuticals, Inc. (1)
   
3.2
Amended and Restated Bylaws of Integrated Pharmaceuticals, Inc. (2)
   
4.1
Specimen Certificate for Integrated Pharmaceuticals, Inc. Common Stock, par value $.01 per share (2)
   
4.2
Form of Common Stock Purchase Warrant (2)
   
10.1
Amended and Restated  Patent License Agreement with NEC Partners (2)
   
10.2
Lease Agreement with Chantilas Properties, LLC and Advanced Process Technologies, Inc. (2)
   
10.3
Assignment and Assumption of Lease(2)
   
10.4
Consulting and Warrant Agreements with James Czirr (2)
   
10.5
2002 Stock Plan (2)
   
10.6
Registration Rights Agreement(2)
   
10.7
Letter dated May 5, 2005 amending the Patent License Agreement with NEC Partners (3)
   
10.8
Letter dated October 13, 2005 amending the Patent License Agreement with NEC Partners (4)
   
10.9
Investment Agreement between the Company and Dutchess Private Equities Fund, LP dated December 22, 2006 (5)
   
10.10
Registration Rights Agreement between the Company and Dutchess Private Equities Fund, LP dated December 22, 2006 (5)
   
10.11
Placement Agent Agreement among the Company, US Euro Securities Inc. and Dutchess Private Equities Fund, LP dated December 22, 2006 (5)
   
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Financial Code of Ethics (6)
   
21
Subsidiaries of Integrated Pharmaceuticals (6)

(1)   Previously filed and incorporated by reference to Amendment No. 1 to the Company's Form 10-SB Registration Statement filed with the Securities and Exchange Commission on December 3, 2004.
 
 

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(2)   Previously filed and incorporated by reference to the Company's Form 10-SB Registration Statement filed with the Securities and Exchange Commission on September 27, 2004.

(3)   Previously filed and incorporated by reference to Amendment No. 3 to the Company's Form 10-SB Registration Statement filed with the Securities and Exchange Commission on May 12, 2005.

(4)  Previously filed and incorporated by reference to the Company’s Form 10-QSB filed with the Securities Exchange Commission on November 14, 2005.

(5)  Previously filed and incorporated by reference to the Company’s Registration Statement on Form SB-2 with the Securities Exchange Commission on January 26, 2007.

(6)  Previously filed and incorporated by reference to the Company’s Form 10-KSB filed with the Securities Exchange Commission on September 29, 2005.


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
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SIGNATURES
 
 

 
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


 

/s/   Chinmay Chatterjee                                     
By:  Chinmay Chatterjee
Its:  CEO


Date:  May 21, 2007                                             


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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