10KSB 1 doc1.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-KSB ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2001 Commission File Number 0-17750 FEMINIQUE CORPORATION (Exact Name of Registrant as Specified in its Charter) DELAWARE 13-3186327 (State or Other Jurisdiction (I.R.S. Employer of Incorporation) Identification Number) 140 BROADWAY, 46TH FLOOR NEW YORK, NEW YORK 10005 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: None SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: COMMON STOCK $.001 PAR VALUE Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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. Yes [X] No [ ] Check if there is no disclosure of delinquent filers pursuant to Item 405 of Regulation S-B is contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB Issuer's revenues for its most recent fiscal year: $171,756 The aggregate market value of voting stock held by non-affiliates of the registrant as of December 4, 2003 was $22,773 (based on the last reported sale price of $.0001 per share on December 4, 2003). The number of shares of the registrant's common stock outstanding as of December 4, 2003 was 25,005,733. Transitional Small Business Disclosure Format: Yes [ ] No [X] --------------------------------------------------------------- FEMINIQUE CORPORATION 2001 FORM 10-KSB ANNUAL REPORT TABLE OF CONTENTS PART I ITEM 1. DESCRIPTION OF BUSINESS RISK FACTORS ITEM 2. DESCRIPTION OF PROPERTY ITEM 3. LEGAL PROCEEDINGS ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION ITEM 7. FINANCIAL STATEMENTS ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE ITEM 8A. CONTROLS AND PROCEDURES PART III ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT ITEM 10. EXECUTIVE COMPENSATION ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K 2 THIS REPORT CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES. SUCH STATEMENTS ARE BASED ON CURRENT EXPECTATIONS, ASSUMPTIONS, ESTIMATES AND PROJECTIONS ABOUT THE COMPANY AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTIES. FORWARD-LOOKING STATEMENTS ARE SUBJECT TO KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE ACTUAL RESULTS, LEVELS OF ACTIVITY, PERFORMANCE, ACHIEVEMENTS AND PROSPECTS TO BE MATERIALLY DIFFERENT FROM THOSE EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE PUBLICALLY ANY FORWARD-LOOKING STATEMENTS FOR ANY REASON EVEN IF NEW INFORMATION BECOMES AVAILABLE OR OTHER EVENTS OCCUR IN THE FUTURE. PART I ITEM 1. DESCRIPTION OF BUSINESS OVERVIEW In June 1999, Biopharmaceutics, Inc. (the "Company"), pursuant to a meeting of the Board of Directors, adopted a resolution and filed a Certificate of Amendment to the Certificate of Incorporation and changed the name of the Company to Feminique Corporation. Biopharmaceutics, Inc. was originally incorporated in Nevada on August 15, 1983 under the name of Health Care Facilities Corporation. On March 28, 1988, the shareholders changed the Company's name to Biopharmaceutics, Inc. and the state of incorporation from Nevada to Delaware. The Company's executive office is located at 140 Broadway, 46th Floor, New York, NY 10005. Its telephone number is (212) 655-9262. On December 11, 1998, the Company completed the sale of its wholly-owned subsidiary, Caribbean Medical Testing Center, Inc. ("CMT"), which was in the business of multi-phase specialty medical testing and laboratory services throughout Puerto Rico. Under the terms of the sale, common stock of CMT was sold for $4,700,000, payable as follows: $600,000 to be held in escrow for specified outstanding taxes, $2,600,000 in cash and the waiver of the Company's guaranty of a $1,500,000 note held by the purchaser. In addition and as part of its settlement with other creditors, the Company settled an outstanding indebtedness to Dondo Associates, Inc. ("Dondo") by assigning $2,600,000 of the cash proceeds from the CMT sale to Dondo in exchange for the cancellation of the Company's outstanding promissory note (incurred by the Company as a result of the acquisition of CMT) to Dondo totaling $4,117,715 inclusive of interest. A fee of $50,000 was paid to a Director of the Company by Dondo for services rendered on its behalf in said transaction. The results of operations of CMT have been classified as discontinued operations and all prior periods have been restated. In connection with the Company's restructuring plan, the manufacturing operations of its generic pharmaceutical products subsidiary were discontinued effective September 30, 1998. The Company liquidated the entire manufacturing operation in 1999. The operations of this division for the three years ended September 30, 1999 have been reported as discontinued operations in the consolidated statement of operations. The Company's business operations, in fiscal years 2001 and 2000, were principally conducted through one wholly-owned subsidiary: Quality Health Products, Inc. ("QHP"), a company organized to market the line of Feminine Hygiene Products acquired in March 1996 from SSL Americas Inc., formerly known as London International Group, Inc. ("LIG"). The Company ceased business in August 2000. Since the Company's Board of Directors effectuated a restructuring of management and adopted a plan to restructure operations in 1998, it was determined that the feminine hygiene Branded products operation was to constitute the Company's core business. Subsequently, the Company became a distributor of consumer feminine hygiene and family planning products which are sold nationwide to major chain stores, distributors and wholesalers. 3 In March 1996, the Company through QHP, acquired certain feminine hygiene Branded products from London International Group, Inc. now known as SSL Americas Inc. The brands acquired are sold under the names Vaginex (R), Koromex (R), Koroflex (R) and Feminique (R) and have been established on average more than thirty years with Koromex (R) having been established in 1933. Sales of these Brands were being made to food and drug chains, drug wholesalers, domestic and overseas distributors, clinics and domestic government agencies. The Company sales are conducted by one independent Sales Representative Organization, which calls on the key accounts that carry the lines. The Company expects its sales representative to expand sales on the lines by expanding the customer base and by receiving greater support from the Company in promoting the products. The Company and QHP on August 3, 2000 filed a Chapter 11 Petition in the United States Bankruptcy Court for the Eastern District of New York. Without the assets of QHP, the Company has had no operating business since August 3, 2000. The Company pursuant to a licensing Agreement with Clay Park Labs Inc. dated May 5, 2000 received royalty payments through the quarter ended December 31, 2002. The licensing agreement was assigned to SSL Americas, the secured creditor of QHP. GOING CONCERN The Company has incurred recurring operating losses and does not have any revenue generating activities. These conditions raise substantial doubt about the Company's ability to continue as a going concern. If at any time the Company determines that it does not have sufficient cash in order to execute the Bankruptcy Plans, then the Company intends to endeavor to obtain additional equity or other funding, if it is able to do so. However, there can be no assurance that the Company will be able to raise additional funding necessary to operate. See "RISK FACTORS" and "Management's Discussion and Analysis of Financial Condition and Plan of Operation - Liquidity and Capital Resources". 4 THE MARKET The Company is no longer in the feminine hygiene industry and therefore that market is not applicable to the Company. Management is pursuing other business models at this time. One model that has emerged is the purchase and recovery of distressed consumer debt receivables. The Company would purchase charged-off consumer debt at deep discounts and outsource recovery to carefully selected recovery partners. A newly installed management team has several years of experience in purchase and recovery of consumer debt, corporate finance and raising capital. Through the acquisition of General Outsourcing Services, the Company gets the servicing capability of a licensed collections agency equipped with state-of-the-art telecommunication system, payment system and proprietary debt management and collection software. The Company's approach to buying distressed debt is based on risk-adjusted value. The Company would attempt to identify value objects within portfolios available for purchase. The Company would differentiate itself from the rest of the field based on the following: - Invaluable knowledge of quantitative and qualitative variables - Complete knowledge of the history of debt under consideration for purchase - Better understanding of portfolio's characteristics than the originator/seller of the debt - How the debt is originated - telemarketing, direct mail solicitation, face to face in the office, home or casual event. Individuals who make the effort to complete forms in person or at home are more likely to be debt conscientious than individuals who respond to a telemarketers questions. Review in more detail as to why the individual took on the debt - was it to buy something of need or a spontaneous purchase. THE COMPETITION The Company does not have competition at this time as the Company has had no operating business since on or about August 3, 2000. LEGAL UNCERTAINTIES The Company is not aware of any significant legal uncertainties at this time. EMPLOYEES Other than Max Khan, the President and CEO and Steven Lowe, Secretary, the Company has no employees and does not anticipate hiring any employees in the near future. RISK FACTORS IN ADDITION TO OTHER INFORMATION IN THIS REPORT, YOU SHOULD CONSIDER THE FOLLOWING RISK FACTORS CAREFULLY. THESE RISKS MAY IMPAIR THE COMPANY'S OPERATING RESULTS AND BUSINESS PROSPECTS AS WELL AS THE MARKET PRICE OF THE COMPANY'S COMMON STOCK. RISKS RELATED TO THE COMPANY'S FINANCIAL CONDITION AND BUSINESS MODEL THE COMPANY'S LIQUIDITY IS LIMITED AND IT MAY NOT BE ABLE TO OBTAIN SUFFICIENT FUNDS TO FUND ITS BUSINESS. The Company's cash is currently very limited and may not be sufficient to fund future operations. These factors may make the timing, amount, terms and conditions of additional financing unattractive for the Company. If the Company is unable to raise additional capital, any future operations could be impeded. If the Company obtains additional funding, the issuance of additional capital stock may be dilutive to the Company's stockholders. 5 THE COMPANY HAS RECEIVED A GOING CONERN OPINION FROM ITS AUDITORS The Company's consolidated financial statements have been prepared on the assumption that the Company will continue as a going concern. The Company's independent auditors have issued a reported dated December 5, 2003 that includes an explanatory paragraph stating the Company's lack of revenue generating activities and substantial operating deficits, among other things, raise substantial doubt about the Company's ability to continue as a going concern. THE COMPANY CURRENTLY HAS NO OPERATIONS The Company has had no operations since August 3, 2000 when it filed for protection under Chapter 11 of the US Bankruptcy Code. IT MAY BE DIFFICULT TO CONSUMMATE A MERGER OR ACQUISITION WITH A PRIVATE ENTITY The Company expects its purpose will include locating and consummating a merger or acquisition with a private entity. The Company anticipates the selection of a business opportunity in which to participate will be complex and extremely risky. The Company has, and will continue to have, little or no capital with which to provide the owners of business opportunities with any significant cash or other assets. However, management believes the Company will be able to offer owners of acquisition candidates the opportunity to acquire a controlling ownership interest in a publicly registered company without incurring the cost and time required to conduct an initial public offering. Such an acquisition candidate will, however, incur significant legal and accounting costs in connection with an acquisition of the Company, including the costs of preparing current and periodic reports, various agreements and other documents. THE COMPANY MAY NOT BE ABLE TO RAISE ADDITIONAL CAPITAL There is no assurance that the Company will be able to raise capital on a debt or equity basis, or obtain other means of financing. THE COMPANY'S STOCK PRICE HAS DECLINED SIGNIFICANTLY AND MAY NOT REBOUND The trading price of the common stock has declined significantly since August 2000. The market for the common stock is essentially non-existent and there can be no assurance that the Company's stock price will rebound. PENNY STOCK REGULATIONS AND REQUIREMENTS FOR LOW PRICED STOCK The SEC adopted regulations which generally define a "penny stock" to be any non-Nasdaq equity security that has a market price of less than $5.00 per share, subject to certain exceptions. Based upon the price of the Company's common stock as currently traded on the pink sheets, the Company's common stock is subject to Rule 15g-9 under the Exchange Act which imposes additional sales practice requirements on broker-dealers which sell securities to persons other than established customers and "accredited investors". For transactions covered by this rule, a broker-dealer must make a special suitability determination for the purchaser and have received a purchaser's written consent to the transaction prior to sale. Consequently, this rule may have a negative effect on the ability of stockholders to sell common shares of the Company in the secondary market. ITEM 2. DESCRIPTION OF PROPERTY The Company's principal executive officers are located at 140 Broadway, 46th Floor, New York, New York. The Company does not own any property and pays no rent for the use of this mailing address. The office is provided by the President of the Company. ITEM 3. LEGAL PROCEEDINGS Except for the proceedings pending pursuant to filing under Chapter 11 of the Bankruptcy Code, the Company is not a party to any pending legal proceedings nor is any of the Company's property the subject of any pending legal proceedings. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Not applicable. 6 PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS MARKET PRICE OF COMMON STOCK Feminique Corporations' Common Stock is quoted on the pink sheets under the symbol Femqq.pk. While it appears there is no market for the Common Stock, the Company has set forth in the table below the high and low closing bid prices per share of Common Stock as reported for each quarter within the last two fiscal years. The pink sheets are the over the counter bulletin board exchange (OTC).
HIGH LOW Oct 1 - Dec 31, 1999 $ 0.130 $ 0.080 June 1 - Mar 31, 2000 $ 0.170 $ 0.110 Apr 1 - June 30, 2000 $ 0.120 $ 0.030 July 1 - Sept 30, 2000 $ 0.040 $ 0.010 Oct 1 - Dec 31, 2000 $ 0.006 $ 0.001 Jan 1 - Sept 30, 2001 the stock was not traded
HOLDERS As of September 30, 2001, there were 843 holders of record on common stock (Femqq) and approximately 4,500 holders in street name. DIVIDEND POLICY The Company has never declared or paid any cash dividends on its capital stock. The Company currently intends to retain future earnings, if any, to finance its business and does not expect to pay any cash dividends for the foreseeable future. RECENT SALES OF UNREGISTERED SECURITIES There were no recent sales of common stock for the years ended September 30, 2001 and 2000. REGISTRATION OF SECURITIES The Company appears to be a blank check company, as defined by Rule 419 of Regulation C, promulgated under the Securities Act. Generally, a blank check company is a development stage company that has no specific business plan or purpose, or is seeking to merge with or acquire an unidentified target, and is issuing "penny stock". So long as the Company continues to be a blank check Company, any registration statement filed by the Company will need to comply with Rule 419. ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH THE COMPANY'S FINANCIAL STATEMENTS AND NOTES TO THOSE STATEMENTS AND OTHER FINANCIAL INFORMATION APPEARING ELSEWHERE IN THIS REPORT. 7 OVERVIEW The Company as of August 3, 2000 filed a chapter 11 Petition in the United States Bankruptcy Court for the Eastern District of New York. The order was confirmed July 28, 2003. The Company since August 3, 2000 was not engaged in any business. The Company had financed its operating requirements for 1999 and prior primarily by the issuance of short and long-term debt and notes. RESULTS OF OPERATIONS 2001 COMPARED TO 2000 Royalties and sales for the fiscal year ended September 30, 2001 totaled $171,756 vs. $696,312 for the prior fiscal year. The decrease in revenues resulted from the cessation of manufacturing operations in August 2000. The Company only had royalty revenues for the fiscal year ended September 30, 2001. The Company operated at a gross profit of 0.0% in 2001 as compared with 23.3% in the prior year. Selling, general and administrative expenses were negligible as compared to the prior year. These declines were the result of cessation of the manufacturing operations. The Company had no depreciation or amortization for the year ended September 30, 2001as it adopted FASB 142, "Goodwill and Other Intangible Assets". This statement addressed how intangible assets that are acquired individually or with a group of other assets should be accounted for in financial statements upon their acquisition and how goodwill and other intangible assets should be accounted for after they have been initially recognized in the financial statements. The Company at September 30, 2000 valued its intangible assets at a value equivalent to its long-term debt under the approval of the United States Bankruptcy Court. As a result, no additional amortization was permitted. Furthermore, all fixed assets had either been written-off or were fully depreciated as of September 30, 2000 resulting in no depreciation for the fiscal year ended September 30, 2001. OUTLOOK Without an operating subsidiary, the Company has had no operating business since on or about August 3, 2000. The Company intends to explore other business opportunities. There can be no assurance that the Company will be able to find any suitable business opportunity. Suitable business opportunities may include those presented to the Company by persons or firms desiring to seek the perceived advantages of a corporation registered under the Exchange Act. The Company will not restrict its search to any specific business, industry, or geographical location and the Company may participate in a business venture of virtually any kind of nature. The Company has, and will continue to have, little or no capital with which to provide the owners of business opportunities with any significant cash or other assets. However, management believes the Company will be able to offer owners of acquisition candidates the opportunity to acquire a controlling ownership interest in a publicly registered company without incurring the cost and time required to conduct an initial public offering. Any such acquisition candidate will, however, incur significant legal and accounting costs in connection with an acquisition of the Company, including the costs of preparing current reports on Form 8-K and periodic reports on Form 10-Q or 10-QSB and Form 10-K and 10-KSB, various agreements and other documents. PLAN OF OPERATIONS The Company plans on carrying out its reorganization under the Bankruptcy Court order. The Company plans on borrowing from investors so it can satisfy its cash requirements. The Company has no plans to conduct any research and development, to purchase any equipment or to change its number of employees. RECENT ACCOUNT PRONOUNCEMENTS The Company continues to assess the effects of recently issued accounting standards. The impact of all recently adopted and issued accounting standards has been disclosed in the Notes to the Audited Consolidated Financial Statements. CRITICAL ACCOUNTING ESTIMATES The Company is a shell company and, as such, the Company does not employ critical accounting estimates. Should the Company resume operations it will employ critical accounting estimates and will make any disclosures that are necessary and appropriate. 8 ITEM 7. FINANCIAL STATEMENTS FEMINIQUE CORPORATION AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED SEPTEMBER 30, 2001 AND 2000 PAGE(S) ------- INDEPENDENT AUDITORS' REPORT 10-11 FINANCIAL STATEMENTS: Consolidated Balance Sheet as of September 30, 2001 12-13 Consolidated Statements of Operations for the Years Ended September 30, 2001 and 2000 14 Consolidated Statements of Stockholders' Deficit for the Years Ended September 30, 2001 and 2000 15 Consolidated Statements of Cash Flows for the Years Ended September 30, 2001 and 2000 16 Notes to Consolidated Financial Statements 17-23 9 BAGELL, JOSEPHS & COMPANY, L.L.C. Certified Public Accountants High Ridge Commons Suites 400-403 200 Haddonfield Berlin Road Gibbsboro, New Jersey 08026 (856) 346-2828 Fax (856) 346-2882 INDEPENDENT AUDITORS' REPORT To the Board of Directors and Stockholders of: Feminique Corporation and Subsidiaries New York, New York We have audited the accompanying consolidated balance sheets of Feminique Corporation and Subsidiaries as of September 30, 2001 and 2000 and the related consolidated statements of operations, stockholders' deficit and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated 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 and schedule. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has incurred substantial operating losses from continuing operations and had a consolidated stockholders' deficit at September 30, 2001 of $1,861,055. Additionally, the Company and its operating subsidiary in August 2000 filed for reorganization under Chapter 11 of the United States Bankruptcy Code. The order confirming the plan of reorganization was accepted July 28, 2003 (See Note 11). These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in addressing these matters are more fully discussed in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. MEMBER OF: AICPA INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS NEW JERSEY SOCIETY OF CERTIFIED PUBLIC ACCOUNTANTS PENNSYLVANIA INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS NEW YORK STATE SOCIETY OF CERTIFIED PUBLIC ACCOUNTANTS 10 In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Feminique Corporation and Subsidiaries as of September 30, 2001 and 2000, and the results of their consolidated operations, changes in consolidated stockholders deficit and their consolidated cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. BAGELL, JOSEPHS & COMPANY, L.L.C. BAGELL, JOSEPHS & COMPANY, L.L.C. Certified Public Accountants Gibbsboro, New Jersey December 5, 2003 11
FEMINIQUE CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET SEPTEMBER 30, 2001 ASSETS CURRENT ASSETS Cash $ 143,066 Prepaid expenses and other current assets 5,316 ---------- TOTAL CURRENT ASSETS 148,382 ---------- INTANGIBLE ASSETS, AT COST, NET OF ACCUMULATED AMORTIZATION 1,700,076 ---------- TOTAL ASSETS $1,848,458 ========== The accompanying notes are an integral part of the consolidated financial statements.
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FEMINIQUE CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET (CONTINUED) SEPTEMBER 30, 2001 LIABILITIES AND STOCKHOLDERS' DEFICIT CURRENT LIABILITIES Accounts payable - Trade $ 1,567,899 Accrued expenses 89,538 Notes payable 137,000 Current maturities of long-term debt 1,340,076 Convertible debentures payable 575,000 ------------- TOTAL CURRENT LIABILITIES 3,709,513 ------------- COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' DEFICIT Common stock, par value $.001 per share; authorized 50,000,000 shares, issued and outstanding 25,005,733 shares 25,005 Additional paid-in capital 35,012,966 Accumulated deficit (35,954,414) Less: treasury stock, at cost (103,432 shares) (944,612) ------------- TOTAL STOCKHOLDERS' DEFICIT (1,861,055) ------------- TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 1,848,458 ============= The accompanying notes are an integral part of the consolidated financial statements.
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FEMINIQUE CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED SEPTEMBER 30, 2001 AND 2000 2001 2000 ----------- ------------ REVENUES Sales $ - $ 696,312 Royalties 171,756 - ----------- ------------ 171,756 696,312 COSTS AND EXPENSES Cost of sales - 529,769 Selling, general and administrative 5,587 1,018,945 Depreciation, amortization of intangibles and impairment - 1,499,439 ----------- ------------ TOTAL COSTS AND EXPENSES 5,587 3,048,153 ----------- ------------ NET INCOME (LOSS) BEFORE OTHER INCOME (EXPENSES) 166,169 (2,351,841) OTHER INCOME (EXPENSES) Interest income 33 - Miscellaneous Income 8,734 Interest expense - (195,768) ----------- ------------ TOTAL OTHER INCOME (EXPENSES) 8,767 (195,768) ----------- ------------ INCOME LOSS BEFORE PROVISION FOR STATE INCOME TAXES 174,936 (2,547,609) Provision for state income taxes - - ----------- ------------ NET INCOME (LOSS) $ 174,936 $(2,547,609) =========== ============ BASIC AND DILUTED INCOME (LOSS) PER COMMON SHARE $ 0.007 $ (0.09) =========== ============ AVERAGE WEIGHTED NUMBER OF SHARES OF COMMON STOCK 25,005,733 23,344,085 =========== ============ The accompanying notes are an integral part of the consolidated financial statements.
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FEMINIQUE CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT FOR THE YEARS ENDED SEPTEMBER 30, 2001 AND 2000 COMMON STOCK ADDITIONAL --------------------- PAID-IN ACCUMULATED TREASURY SHARES AMOUNT CAPITAL DEFICIT STOCK TOTAL ----------- ------- ----------- ------------- ---------- ------------ BALANCE, SEPTEMBER 30, 1999 $22,765,399 $22,765 $34,850,702 $(33,581,741) $(944,612) $ 347,114 Shares issued in connection with consulting services rendered 2,011,254 2,011 76,215 78,226 Shares issued to debenture holders for interest 220,305 220 85,970 - - 86,190 Net loss for the year ended September 30, 2000 - - - (2,547,609) - (2,547,609) ----------- ------- ----------- ------------- ---------- ------------ BALANCE, SEPTEMBER 30, 2000 $24,996,958 $24,996 $35,012,887 $(36,129,350) $(944,612) $(2,036,079) =========== ======= =========== ============= ========== ============ Shares issued in connection with consulting services rendered 8,775 9 79 - - 88 Net Income for the year ended September 30, 2001 - - - 174,936 - 174,936 ----------- ------- ----------- ------------- ---------- ------------ BALANCE, SEPTEMBER 30, 2001 $25,005,733 $25,005 $35,012,966 $(35,954,414) $(944,612) $(1,861,055) =========== ======= =========== ============= ========== ============ The accompanying notes are an integral part of the consolidated financial statements.
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FEMINIQUE CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED SEPTEMBER 30, 2001 AND 2000 2001 2000 ---------- ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net Income (Loss) $ 174,936 $(2,547,609) ADJUSTMENTS TO RECONCILE NET INCOME (LOSS) TO NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES: Depreciation, amortization and impairment - 1,499,439 Issuance of common shares for legal and consulting services rendered 88 78,226 Issuance of common shares to debenture holders for interest - 86,190 CHANGES IN OPERATING ASSETS AND LIABILITIES: Accounts receivable - 295,812 Inventories - 156,716 Other current assets - 125,576 Accounts payable - Trade (34,208) 1,064,986 Accrued expenses (785,808) ---------- ------------ NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 140,816 (26,472) ---------- ------------ CASH FLOWS FROM FINANCING ACTIVITIES: Repayments of long-term debt - net - (49,612) ---------- ------------ NET CASH USED IN FINANCING ACTIVITIES - (49,612) ---------- ------------ NET INCREASE (DECREASE) IN CASH 140,816 (76,084) CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR 2,250 78,334 ---------- ------------ CASH AND CASH EQUIVALENTS - END OF YEAR $ 143,066 $ 2,250 ========== ============ NON-CASH ACTIVITY Issued stock for consulting services $ 88 $ 78,226 ========== ============ Issued stock for interest expense $ - $ 86,190 ========== ============ The accompanying notes are an integral part of the consolidated financial statements.
16 FEMINIQUE CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2001 AND 2000 NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A. THE COMPANY In June 1999, Biopharmaceutics, Inc. (the "Company"), pursuant to a meeting of the Board of Directors, adopted a resolution and filed a Certificate of Amendment to the Certificate of Incorporation and changed the name of the Company to Feminique Corporation. The Company, after its restructuring in 1998 (Note 2) became a distributor of consumer feminine hygiene and family planning products which were sold nationwide in major chain stores, distributors and wholesalers. In December, 1998, The Company sold off its wholly-owned subsidiary, Caribbean Medical Testing Center, Inc. ("CMT). CMT was acquired by the Company in June, 1997 and was engaged primarily in the business of multi-phasic specialty medical testing and laboratory services throughout Puerto Rico. The Company also discontinued its manufacturing of generic pharmaceutical products. In August 2000 the Company and its only operating subsidiary Quality Health Products, Inc. filed for reorganization under Chapter 11 of the United States bankruptcy Code which was confirmed July 28, 2003. B. PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. C. REVENUE RECOGNITION Sales were recognized as products were shipped and royalties where earned. D. DEPRECIATION AND AMORTIZATION The Company in 1999 amortized its intangible asset on the straight-line method over its estimated useful live of twenty years. Beginning in 2000 the Company depreciated its property and equipment on the straight-line method for financial reporting purposes. The Company adopted FASB 142, which recognizes accounting treatment for goodwill and other intangibles (See Note 3). For tax reporting purposes, the Company uses the straight-line or accelerated methods of depreciation. Expenditures for maintenance, repairs, renewals and betterments are reviewed by management and only those expenditures representing improvements to plant and equipment are capitalized. At the time plant and equipment are retired or otherwise disposed of, the cost and accumulated depreciation accounts and the gain or loss on such disposition is reflected in operations. 17 FEMINIQUE CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) SEPTEMBER 30, 2001 AND 2000 NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) E. DEFERRED INCOME TAXES Deferred income taxes are provided based on the provisions of SFAS No. 109, "Accounting for Income Taxes" ("SFAS 109"), to reflect the tax effect of differenced in the recognition of revenues and expenses between financial reporting and income tax purposes based on the enacted tax laws in effect at September 30, 2001 and 2000. F. EARNINGS (LOSS) PER COMMON SHARE OF COMMON STOCK Historical net income (loss) per common share is computed using the weighted-average number of common shares outstanding. Diluted earnings per share (EPS) includes additional dilution from common stock equivalents, such as stock issuable pursuant to the exercise of stock options and warrants. Common stock equivalents were not included in the computation of diluted earnings per share when the Company reported a loss because to do so would be antidilutive for periods presented. The following is a reconciliation of the computation for basic and diluted EPS:
September 30, September 30, 2001 2000 -------------- --------------- Net Income (Loss) $ 174,936 $ (2,547,609) Weighted-average common shares 25,005,733 23,344,085 Outstanding (Basic) Weighted-average common stock Equivalents Stock options - - Warrants - - -------------- --------------- Weighted-average common shares Outstanding (Diluted) 25,005,733 23,344,085 ============== ===============
Earnings per share did not include potential stock issued in conjunction with the convertible debentures since the company is in bankruptcy. 18 FEMINIQUE CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) SEPTEMBER 30, 2001AND 2000 -------------------------- NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America required the Company's management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. RECLASSIFICATION Certain amounts in the September 30, 2000 financial statement have been reclassified to conform with the September 30, 2001 presentation. The reclassifications did not effect income or loss. ADVERTISING COSTS Advertising expenditures relating to the consumer feminine hygiene and family planning products are expensed in the period. The advertising costs, consisting primarily of costs associated with trade show booths are amortized over the periods during which the benefits are expected. Advertising costs were $0 and $9,590 for September 30, 2001 and 2000 respectively. RECENT ACCOUNTING PRONOUNCEMENTS In June 2001, the FASB issued Statement No. 142 "Goodwill and Other Intangible Assets". This Statement addresses financial accounting and reporting for acquired goodwill and other intangible assets and supersedes APB Opinion No. 17, Intangible Assets. It addresses how intangible assets that are acquired individually or with a group of other assets (but not those acquired in a business combination) should be accounted for in financial statements upon their acquisition. This Statement also addresses how goodwill and other intangible assets should be accounted for after they have been initially recognized in the consolidated financial statements. 19 FEMINIQUE CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) SEPTEMBER 30, 2001 AND 2000 --------------------------- NOTE 2- BASIS OF PREPARATION - GOING CONCERN The Company has incurred net income (loss) from continuing operations of $174,936 and ($2,547609) for the years ended September 30, 2001 and 2000, respectively, and has a deficit of $1,861,055 at September 30, 2001. In conjunction with restructuring, the Company in August 2000 filed for reorganization under Chapter 11 of the United States Bankruptcy Code. The order confirming the plan of reorganization was accepted July 28, 2003 (See Note 11). As shown in the accompanying financial statements the Company has sustained operating losses through September 30, 2001 and has an accumulated deficit of $35,954,414. The Company has filed under Chapter 11 of the United States Bankruptcy Code and had its order confirming reorganization dated July 28, 2003. The Company is a going concern. There is no guarantee that the Company will be able to raise enough capital, generate revenues or execute its reorganization plan to sustain its operations. Management plans to execute its reorganization and seek means of financing through investors and seek a potential merger. NOTE 3- INTANGIBLE ASSETS Intangible assets represented assets acquired from London International US Holdings, Inc., now known as SSL Americas Inc. comprising of trademarks, trade names and a customer base. These assets, which were purchased in 1996 through one of the Company's subsidiaries for $3,600,000 included four branded consumer product line (namely Koromex, Koroflex, Vaginex and Feminique). The obligations bore interest at 9.5% per annum and in the event of default, the entire unpaid balance becomes due and payable on trademarks and trade name purchased. The obligation at September 30, 2001 and 2000 was in default and classified as a current liability. The Company on July 12, 2002 entered into an asset purchase sale with Clay Park Labs, Inc. In this sale the Company sold certain U.S. and foreign patents, trademarks, trademark applications, goodwill, customer lists, supplier lists, and technology. The Company understood that SSL Americas and LRC North America (LRC) held a first and second secured interest in the assets. Therefore, in consideration for the release of such security interest, the Company assigned the rights to the assets to SSL and LRC under the approval of the United States Bankruptcy Court (See Note 11). The Company on May 4, 2000 had executed a license agreement with Clay Park Health Products, Inc. to distribute its products worldwide. Clay Park Health Products, Inc. assigned that license to Clay Park Labs, Inc. The Company at September 30, 2000 valued its intangible assets at the value of $1,700,076, which was equivalent to the long-term debt it owed to SSL Americas Inc. and certain unsecured debt of $360,000. Therefore, at September 30, 2000 the Company recognized an impairment of $1,223,549 for that year as well as the regular amortization of $188,400. No impairment has been recorded for the year ended September 30, 2001. 20 FEMINIQUE CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) SEPTEMBER 30, 2001 AND 2000 --------------------------- NOTE 3- INTANGIBLE ASSETS, CONTINUED The components of intangible assets as of September 30, 2001 and 2000 are as follows:
2001 2000 ------------ ------------ Trademarks, tradenames, and customer base acquired from London International $ 3,771,425 $ 3,771,425 Less: accumulated amortization and impairment (2,071,349) (2,071,349) ------------ ------------ $ 1,700,076 $ 1,700,076 ============ ============
NOTE 4- NOTES PAYABLE A. On September 15, 1999, the Company borrowed $100,000 from a shareholder, evidenced by a convertible promissory note bearing interest at 8% per annum with interest payments due on October 31, 1999, March 31, 2000 and June 1, 2000, the maturity date of this note. B. On January 16, 2000, the Company borrowed an additional $37,000, the terms and conditions of which are similar to those of the preceding $100,000 note. Both notes are in default and were listed as obligations in the Company's filing for reorganization on August 2000. The Company's plan in bankruptcy reorganization as filed in August 2000 stopped the accrual of additional interest on their notes. NOTE 5- LONG-TERM DEBT Long-term debt consists of the following:
2001 2000 ------------ ------------ Note payable - in connection with purchase of the feminine hygiene product line (*) $ 1,340,076 $ 1,340,076 Less: current maturities (1,340,076) (1,340,076) ------------ ------------ $ - $ - ============ ============
21 (*) In December, 1998, effective September 30, 1998, the Company modified the payment terms of its outstanding debt, the related accrued interest and accounts payable to London International U.S. Holdings, Inc. The amended terms provide for monthly payments ranging from $21,000 per month increasing to $43,621 per month, with the final payment due on or before October 1, 2003. The obligation bears interest at 9.5% per annum and in the event of default, the entire unpaid balance becomes due and payable on demand. The note defaulted and is classified as a current obligation at September 30, 2001 and 2000. NOTE 6- CONVERTIBLE DEBENTURES PAYABLE The $575,000 of convertible debentures outstanding at September 30, 2001 and 2000 mature by June 2002, with optional redemptions available in May or June 2000 at 105% of par. Interest of the debentures accrues at 10% per annum and is payable in cash or stock, at the Company's option, on a quarterly basis. The debentures can be converted at the holder's option into the Company's common stock in its entirety, or in multiples of $1,000, at conversion prices equal to the greater of $.54 per share of 75% of the closing price per share over the five consecutive trading days immediately prior to the date of exercising the conversion right. At September 30, 2001 and 2000 the Company was not in compliance with its interest payments on the debentures. As a result thereof, the accompanying consolidated financial statements at September 30, 2001 and 2000 reflect the convertible debentures payable as a current liability. NOTE 7- STOCK OPTIONS In 1993, the Company adopted a stock option plan under which selected eligible key employees of the Company are granted the opportunity to purchase shares of the Company's common stock. The plan provides that 750,000 shares of the Company's authorized common stock be reserved for issuance under the plan as either incentive stock options or non-qualified options. Options are granted at prices not less than 100 percent of the fair market value at the date of grant and are exercisable over a period of ten years or a long as that person continues to be employed or serve on the Board of Directors, whichever is shorter. Under the 1993 plan, no options may be granted subsequent to January 5, 2003. At September 30, 2001, the Company believes all options have expired. In March 1997, the Company adopted a qualified stock option plan entitled the 1997 Employee and Consultant Stock Option Plan and a separate 1997 Non-qualified Stock Option Plan (the "Plans"). The plans reserved for future issuance to a total of 6,500,000 shares and 720,000 shares, respectively. The annual meeting stockholders on July 29,1998 voted to cancel the 1997 stock option plans and all outstanding options related thereto. In 1997, the Company adopted the disclosure - only provisions of Statement of Financial Accounting Standard No. 123, "Accounting for Stock-Based Compensation" ("SFAS No. 123"). Accordingly, no compensation cost has been recognized in the accompanying statement of operations for the stock option plans for the years ended September 30, 2001 and 2000. No options were granted during the two-year period ended September 30, 2001. NOTE 8- INCOME TAXES The Company, as of September 30, 2001 and 2000, has available approximately $24,000,000 of net operating loss carry forwards (expiring through the year 2020 to reduce future Federal and State income taxes. Since there is no guarantee that the related deferred tax asset will be realized by reduction of taxes payable on taxable income during the carry forward period, a valuation allowance has been computed to offset in its entirety the deferred tax asset attributable to this net operating loss in the amount of approximately $9,300,000. The amount of the valuation allowance is reviewed periodically. 22 NOTE 9- COMMITMENTS AND CONTINGENCIES A. The operations and offices of the Company and its subsidiaries were conducted from leased premises in Bellport, New York. The Company entered into an agreement in January, 1999 to lease 15,000 square feet of this facility for one year, at an annual rental of $90,000, with an option to renew for an additional year. Rent expense for 2000 approximated $90,000. B. The Company had operating policies in place to ensure its operations were in conformity with regulatory agencies for environmental matters relating to the generation or handling of hazardous substances. While the Company does not believe that any such claims or assertions exist, there may be potential liabilities of which the Company is not aware which may result in an adverse effect upon the Company's financial position. C. The Company and its subsidiary on May 4, 2000 signed and executed an exclusive license agreement with Clay Park Health Products, Inc. a worldwide license to manufacture, package and distribute its products on an exclusive basis. The Company would receive royalty payments under the terms of that agreement. The agreement was to automatically renew every six months through December 31, 2005. On July 12, 2002 the Company assigned its rights to the royalty payments to LRC North America and SSL Americas (See Note 11). NOTE 10- COMMON STOCK During the year ended September 30, 2000 the Company issued 2,011,254 shares for consulting services valued at $78,226 and 220,305 shares valued at $86,190 for interest on debentures. During the year ended September 30, 2001 the Company issued 8,775 shares for consulting services valued at $88 fair market value. NOTE 11- SUBSEQUENT EVENTS On July 28, 2003 the United States Bankruptcy Court Eastern District of New York confirmed and approved a plan of reorganization for the Company. Its subsidiary, Quality Health Products, Inc. had received their order confirming its plan of reorganization on January 29, 2003. The Company, in anticipation of reorganizing on July 12, 2002, entered into an asset purchase agreement with Clay Park Labs, Inc. whereby its sold without limitations the rights to all the assets used in connection with its feminine hygiene business. The aggregate purchase price was the satisfaction of certain debt of $340,308 due the purchaser, Clay Park Labs, Inc. which was the pre-petition debt, and an amount not less than $350,000 and not more than $1,500,000 (Additional purchase price). The additional purchase price is based on applicable percentages of net sales of the purchaser of feminine hygiene products sold. The agreement is for 5 years expiring July 12, 2007. The Company pursuant to the bankruptcy order, assigned the purchase price and collateral to its secured creditors. The Company acknowledged that LRC North America and SSL Americas, Inc. held a first and second priority interest in the assets and in consideration for the release of the security interest assigned its interest in the agreement. 23 ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. ITEM 8A. CONTROLS AND PROCEDURES EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES The Company's Chief Executive Officer and Chief Financial Officer, Max Khan, has reviewed and evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) as of the end of the period covered by this annual report on Form 10-KSB. Based on that evaluation, Max Khan determined that he and the Company's directors and officers, are the only individuals involved in the Company's disclosure process. The Company has no specific procedures in place for processing and assembling information to be disclosed in the Company's periodic reports. The Company's system is designed so that information is retained by the Company and relayed to counsel as it becomes available. The Company currently functions only as a shell corporation as it has no revenues, significant assets or independent operations and plans to establish more reliable disclosure controls and procedures before margining or entering into any other business combination with another company. CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING No significant changes in the Company's internal control over financial reporting have come to management's attention during the Company's previous fiscal quarter that have materially affected, or are likely to materially affect, the Company's internal control over financial reporting. PART III ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT The following list sets forth information as to all directors and executive officers of the Company through its fiscal year ended September 30, 2001. 24 JONATHAN ROSEN, age 37, has been a Director of the Company and was appointed Acting President and Chief Executive Officer of the Company on July 29, 1998, at the time of the previous President's resignation. He has remained acting President and director during the filing under Chapter 11 of the Bankruptcy Code. Since 1985, Mr. Rosen has been a director and officer of various public corporations, many of which he helped finance. JOHN FIGLIOLINI, age 38, became a director of the Company in 1998 and served as an officer and director during the reorganization of the Company. Mr. Figliolini is an investment banker and has worked in the securities industry since 1982, raising over $250M in venture capital financing. He is currently the President and owner of Phillip Louis Trading, Inc. a NASD registered broker dealer which makes markets in many small cap stocks, in addition to providing investment banking services. 25 EXECUTIVE OFFICERS The following individuals were serving as executive officers of the Company as of September 30, 2001.
Name Age Position with the Company ---- --- ------------------------- Jonathan Rosen Director, President, CEO John Figliolini Secretary
There are no other employees of the Company. SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Exchange Act requires the Company's directors, executive officers and persons who own more than ten percent of the Company's outstanding Common Stock to file with the SEC and the Company reports on Form 4 and Form 5 reflecting transactions affecting beneficial ownership. The Company does not believe that, during fiscal years ended 2001 and 2000, all persons complied with such filing requirements. ITEM 10. EXECUTIVE COMPENSATION
Long-Term --------- Salary Bonus Compensation Awards: ------ ------ -------------------- Name and Principal Position Year Annual Compensation Securities Underlying Options --------------------------- ---- ------------------- ----------------------------- Jonathan Rosen-Former 2000 $ - None None Acting CEO 2001 $ - None None John Figliolini 2000 $ - None None Secretary 2001 $ - None None John Grein 2000 $ 28,000 None None Sr. VP of Finance 2001 None None None
EMPLOYMENT AND SEPARATION AGREEMENT The Company does not have any employment or separation agreements with any officers or directors. ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth information at September 30, 2001 concerning ownership of the Company's common shares by each director and executive officer and each person who owns of record, or is known to the Company to own beneficially, more than five percent of the Company's common shares. 26
BENEFICIAL OWNER BENEFICAL OWNERSHIP PERCENT OF CLASS ---------------- ------------------- ---------------- Jonathan Rosen (1) (2) 500,000 2.20% John Figliolini (2) 2,279,537 9.50% Dynamic Corporation Holdings, Inc. 5 Renaissance Capital Partners LTD. 4,513,000 19.83% LGT Bank in Liechtenstein AG 5,582,344 24.52% All Directors and Officers as a group (2 persons)(1)(2) 2,782,990 12.4% (1) Does not include 47,500 shares of common stock held by Mr. Rosen in the name of Anglo Co. Ltd. or reflect his 50% interest in Dynamic Corporate Holdings, Inc. (2) Does not include 5,454,544 shares of common stock held equally with Jonathon Rosen held in the name of Dynamic Corporate Holdings Corporation.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS John Figliolini, a Director of the Company, acted as a paid consultant to Dondo Associates, Inc. in connection with the sale of CMT and substantially assisted in obtaining the ultimate cancellation of the Company's indebtedness to Dondo. ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits. None (b) Reports for 8-K. None 27 SIGNATURES In accordance with Section 13 or 15(d) of the Securities Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. FEMINIQUE CORPORATION /s/ Max Khan ---------------- By: Max Khan Chief Executive Officer, Chief Financial Officer Date: December 7, 2003 In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated: /s/ Max Khan ---------------- By: Max Khan Chief Executive Officer, Chief Financial Officer and Director Date: December 7, 2003 28