0001086380-01-500080.txt : 20011019
0001086380-01-500080.hdr.sgml : 20011019
ACCESSION NUMBER: 0001086380-01-500080
CONFORMED SUBMISSION TYPE: 10QSB
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20010831
FILED AS OF DATE: 20011015
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: EXTEN INDUSTRIES INC
CENTRAL INDEX KEY: 0000811779
STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199]
IRS NUMBER: 521412493
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1130
FILING VALUES:
FORM TYPE: 10QSB
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-10221
FILM NUMBER: 1758940
BUSINESS ADDRESS:
STREET 1: 9620 CHESAPEAKE DRIVE
STREET 2: SUITE 201
CITY: SAN DIEGO
STATE: CA
ZIP: 92123
BUSINESS PHONE: (858)496-0173
MAIL ADDRESS:
STREET 1: 9620 CHESAPEAKE DRIVE
STREET 2: SUITE 201
CITY: SAN DIEGO
STATE: CA
ZIP: 92123
FORMER COMPANY:
FORMER CONFORMED NAME: EXTEN VENTURES INC
DATE OF NAME CHANGE: 19910923
10QSB
1
extenq0801.txt
PREPARED BY: MHUEBOTTER@HOTMAIL.COM
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
(X) Quarterly Report pursuant to Section 13 or 15(d) of the Securities and
Exchange Act of 1934 for the quarter ended August 31, 2001.
( ) Transition Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from _______ to _______
Commission File Number 0-16354
EXTEN INDUSTRIES, INC.
----------------------
(Exact name of registrant as specified in its charter)
DELAWARE 52-1412493
-------- ----------
(State or other jurisdiction of (IRS Employer ID No.)
incorporation or organization)
9620 Chesapeake Drive, Suite 201
SAN DIEGO, CALIFORNIA 92123-1324
--------------------------------
(Address of principal executive offices)
(858) 496-0173
--------------
(Issuer's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act
None
----
Securities registered pursuant to Section 12(g) of the Act:
Title of each class Name of exchange on which registered
Common Stock $0.01 per share OTC BB
---------------------------- ----------------------------
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or such
shorter period that the registrant was required to be file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:
78,474,801 shares of Common Stock, $0.01 par value as of October 10, 2001
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TABLE OF CONTENTS
PAGE
----
PART I FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets as of August 31, 2001
and November 30, 2000 3
Condensed Consolidated Statement of Operations
for the Three Months Ended August 31, 2001 and August 31, 2000 4
Condensed Consolidated Statement of Operations
for the Nine Months Ended August 31, 2001 and August 31, 2000 5
Condensed Consolidated Statement of Cash Flows
for the Nine Months Ended August 31, 2001 and August 31, 2000 6
Notes to Condensed Consolidated Financial Statements 7
Item 2. Management's Plan of Operation 9
PART II OTHER INFORMATION 10
Item 1. Legal Proceedings 10
Item 2. Changes in Securities 10
Item 3. Defaults Upon Senior Securities 10
Item 4: Submission of Matters to a Vote of Security Holders 10
Item 5: Other Information 10
Item 6(a): Exhibits 10
Item 6(b): Reports on Form 8-K 10
SIGNATURES 10
- 2 -
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
EXTEN INDUSTRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
as of August 31, 2001 and November 30, 2000
August 31, 2001 November 30, 2000
------------ ------------
ASSETS
CURRENT ASSETS
Cash $ 2,526 $ 539,103
Accounts receivable 70,000 0
Notes Receivable 615,000 132,500
Interest Receivable 42,950 0
Prepaid Expenses 0 50,000
Restricted cash 750,000 0
------------ ------------
TOTAL CURRENT ASSETS 1,480,476 721,603
PROPERTY AND EQUIPMENT, net 132,454 1,222
Real Estate Held For Sale 47,200 47,200
Patent Costs and other intangibles 56,299 46,605
------------ ------------
TOTAL OTHER ASSETS 103,499 93,805
------------ ------------
TOTAL ASSETS $ 1,716,429 $ 816,630
============ ============
LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts Payable $ 155,273 $ 13,411
Accrued Expenses 141,188 144,216
Notes Payable 535,000 509,460
------------ ------------
TOTAL CURRENT LIABILITIES 831,461 667,087
LONG TERM NOTES PAYABLE 725,000 0
MINORITY INTEREST 50,057 158,581
------------ ------------
TOTAL LIABILITIES 1,606,518 825,668
STOCKHOLDERS EQUITY (DEFICIT)
Common Stock, $0.01 par value;
200,000,000 shares authorized;
74,342,098 issued & outstanding 791,748 735,865
Common stock subscribed 410,000 0
Stock subscription receivable (70,000) (81,500)
Deferred Compensation Costs (9,625) (16,500)
Additional Paid-in Capital 11,781,077 11,409,980
Accumulated Deficit (12,793,289) (12,056,883)
------------ ------------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) 109,911 (9,038)
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT)
$ 1,716,429 $ 816,630
============ ============
The accompanying notes are an integral part of these financial statements
- 3 -
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EXTEN INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
For the 3 Months Ended August 31, 2001 and August 31, 2000
Three Months Ended
August 31, 2001 August 31, 2000
------------ ------------
REVENUE
Sales $ - $ -
Royalties - -
------------ ------------
Total Revenue - -
OPERATING EXPENSES
General & Administrative 170,777 143,738
Consulting Fee Expense 72,969 19,325
Research and Development 45,595 40,441
Depreciation and Amortization 113 270
------------ ------------
Total Operating Expenses 289,454 203,774
OTHER INCOME (EXPENSE)
Interest, net 3,043 3,978
Minority interest in loss of subsidiary 30,270 94,397
------------ ------------
Net Operating Loss Before Income Taxes (256,140) (105,399)
Provision for Income Taxes 800 0
------------ ------------
Net Income (Loss) $ (256,940) $ (105,399)
============ ============
Net Income (Loss) per Average
Common Share $ (0.01) $ (0.01)
============ ============
Weighted Average Common Shares
Outstanding 79,174,801 65,166,002
============ ============
The accompanying notes are an integral part of these financial statements
- 4 -
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EXTEN INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
For the Nine Months Ended August 31, 2001 and August 31, 2000
Nine Months Ended
August 31, 2001 August 31, 2000
------------ ------------
REVENUE
Sales $ - $ -
Royalties - -
------------ ------------
Total Revenue - -
OPERATING EXPENSES
General and Administrative 483,814 289,735
Consulting Fee Expense 237,458 141,702
Research and Development 122,804 112,894
Depreciation and Amortization 339 632
------------ ------------
Total Operating Expenses 844,415 544,963
OTHER INCOME (EXPENSE)
Interest, net 2,018 (6,676)
Minority Interest in Loss of Subsidiary 108,524 94,397
------------ ------------
Total Other Income (Expense) 110,542 87,721
------------ ------------
Net Operating Loss Before Income Taxes (733,873) (457,242)
Provision for Income Taxes 2, 533 -
------------ ------------
Net Income (Loss) $ (736,406) $ (457,242)
============ ============
Net Loss per Average Common Share $ (0.01) $ (0.01)
============ ============
Weighted Average Common Shares
Outstanding 79,174,801 65,166,002
============ ============
The accompanying notes are an integral part of these financial statements
- 5 -
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EXTEN INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW (UNAUDITED)
For the Nine Months Ended August 31, 2001 and August 31, 2000
Nine Months Ended
August 31, 2001 August 31, 2000
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss $ (736,406) $ (457,242)
Adjustments to Reconcile Net Loss to net
Cash Used By Operating Activities
Minority Interest (108,524) (94,397)
Depreciation and Amortization 339 632
Vesting of Deferred Compensation
Costs 6,875 0
Common stock issued for services 416,980 406,556
(Increase) Decrease in assets:
Prepaid research 50,000 40,441
Accounts Receivable (112,951) 0
Other assets (9,694) (31)
Increase (Decrease) in liabilities:
Accounts Payable 141,862 (51,845)
Accrued Expenses (3,028) (144,431)
------------ ------------
NET CASH USED IN OPERATING ACTIVITIES (354,547) (300,317)
CASH FLOWS FROM INVESTING ACTIVITIES
Notes receivable (482,500) 0
Purchase of fixed assets (131,570) (1,086)
Restricted cash for acquisition (750,000) 0
------------ ------------
NET CASH PROVIDED (USED)
IN INVESTMENT ACTIVITIES (1,364,070) (1,086)
CASH FLOW FROM FINANCING ACTIVITIES
Issuance of Common Stock 0 550,000
Common stock options exercised 10,000 48,000
Stock Subscriptions received 421,500 0
Increase in Long Term Debt, net 750,540 0
------------ ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 182,040 598,000
------------ ------------
NET INCREASE (DECREASE) IN CASH (536,577) 296,597
CASH AT BEGINNING OF PERIOD 539,103 228
------------ ------------
CASH AT END OF PERIOD $ 2,526 $ 296,825
============ ============
The accompanying notes are an integral part of these financial statements
- 6 -
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EXTEN INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BUSINESS:
EXTEN INDUSTRIES, INC. (the "Company") is a medical technology holding company.
Its first subsidiary, Xenogenics Corporation, is developing an artificial liver
technology, the SYBIOL(R) synthetic bio-liver. In 1993, the Company acquired
all rights to the SYBIOL technology, which was developed under its contract
with a major west coast medical center. The rights to the technology were
transferred to Xenogenics on its formation in 1997. A patent application is
currently pending on the process utilized by the SYBIOL device and the Company
has received trademark protection for the SYBIOL registered trade name. The
Company is currently working toward a new generation device for liver failure
treatment and an engineered cell line to work with it. An NIH grant was
authorized in January 2001 to help fund joint research between Xenogenics,
MultiCell Associates Inc. of Rhode Island (MultiCell) and Compact Membranes of
Delaware. When the product redesign work with these research partners and
Fallbrook Engineering is completed, the Company expects to resume testing at
Loyola University Medical Center and other sites. The FDA approval process
could take 3 to 5 years. Multicell, the Company's newly acquired subsidiary,
produces engineered cell lines, has proprietary cell culturing processes, and
can develop therapeutic plasma proteins. MultiCell is located in Warwick, RI.
BASIS OF PRESENTATION:
The accompanying unaudited condensed financial statements and related notes
have been prepared pursuant to the rules and regulations of the Securities and
Exchange Commission for Form 10-QSB. Accordingly, they do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management,
all adjustments considered necessary for a fair presentation have been
included. It is suggested that these financial statements be read in
conjunction with the financial statements and notes thereto included in the
Company's annual report on Form 10-KSB for the year ended November 30, 2000.
The results of operations for the three-month periods are not necessarily
indicative of the operating results anticipated for the fiscal year ending
November 30, 2001.
2. SUPPLEMENTAL CASH FLOW INFORMATION
Supplemental disclosures of cash flow information for the nine-month period
ended August 31, 2001 (unaudited) and August 31, 2000 are summarized as
follows:
Nine Months Ended
August 31, 2001 August 31, 2000
------------ ------------
Cash paid for interest and income taxes:
Interest $ 0 $ 15,560
Income taxes $ 800 $ 1,600
NOTES RECEIVABLE
As of November 30, 2000, in connection with a letter of intent to purchase 100%
of the outstanding common stock of Lexicor Medical Technology, the Company
advanced $600,000 for a note and warrants. The Company allocated $17,500 to
the warrants resulting in a discount on the note. The note bears interest at
10% per annum. Principal and interest was due and payable on May 31, 2001.
The note was automatically extended and accumulated interest is due and payable
on November 30,2001. Thereafter interest payments are due quarterly and the
principal and any and all remaining interest is due January 2, 2005. In the
event of default, Lexicor must issue common shares to the Company equal to
51 percent of the issued and outstanding shares of Lexicor. The warrants
entitle the Company to purchase up to 83,333 shares of Lexicor's common stock.
Unpaid principal and accrued interest on this note may be converted at any time
until paid in full into 83,333 shares of Maker's common stock at a price equal
to $6.00 per share.
As of April 17, 2001, in connection with a letter of intent to purchase
Armstrong Industries, Inc., the Company advanced $15,000 to Armstrong. The note
is due May 1, 2002. Interest is due from June 1, 2001 on the unpaid principal
at the rate of 12% per annum.
- 7 -
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3. GOING CONCERN MATTERS
During fiscal years 2000 and 1999, the Company incurred net losses of
($640,678) and ($514,564), respectively. Management expects the Company to
generate revenues in the near future.
At August 31, 2001, the Company's accumulated deficit and stockholders' equity
were $12,793,289 and $109,911 respectively, and its current assets exceeded its
current liabilities by $649,015.
In order to continue as a going concern, develop and commercialize its
technology and, ultimately, achieve a profitable level of operations, the
Company will need, among other things, additional capital resources.
Management's plans to obtain such resources for the Company include:
(1) sales of shares of the Company's common stock to and through Kestrel
Equity Partners Ltd., which has resulted in $1,050,000 investment in the
Company. (2) raising additional capital through sales of preferred and common
stock and convertible debt and (3) continuing to use common stock to pay for
consulting and professional services. In addition, management is continually
seeking other potential joint venture partners or merger candidates that would
provide financial, technical and/or marketing resources to enable the Company
to realize the potential value of its technology. Management cannot provide
any assurances that the Company will be successful in accomplishing any of its
plans.
The ability of the Company to continue as a going concern is dependent upon its
ability to: successfully accomplish the plans described in the preceding
paragraph, secure other sources of financing and attain profitable operations.
The accompanying consolidated financial statements do not include any
adjustments that might be necessary should the Company be unable to continue as
a going concern.
4. REAL ESTATE HELD FOR SALE
Real estate as of August 31, 2001 consisted of a parcel of undeveloped land,
approximately 202 lots in the Grand Canyon subdivision in Valle Junction, AZ
south of the Grand Canyon. The land was originally purchased in February 1992
for $1,654,000 and written down to an estimated fair market value of $47,200
in 1995. (The current property tax valuation is $351,611.) The Company is
currently in arrears on back taxes in the amount of $49,726 and is evaluating
the land's resale potential.
5. CONTINGENCIES
Jack Schaps, trustee of A. Jack Schaps Estate Trust, filed suit against the
Company and its legal counsel on February 13, 2001 in the Superior Court of
California. Schaps, a stockholder of the Company, alleges that the defendants
negligently lost, and failed to replace in a timely manner, his stock
certificate for 625,000 shares of the Company's common stock that he had
delivered to the Company for redelivery to Continental Stock Transfer Company,
the Company's former transfer agent. Schaps is seeking $600,000 in damages
for the loss in potential profits on the stock during the period in question.
The Company believes that there are meritorious defenses to the claim and it
intends to vigorously defend the lawsuit. In response, on April 13, 2001 the
Company filed a cross-complaint against its legal Counsel, Continental Stock
Transfer Company and Schaps. On June 17, 2001 the Company amended the cross-
complaint to delete Schaps and filed a separate complaint on behalf of
Xenogenics against Schaps alleging breach of fiduciary duty and rescission.
6. STOCK OPTIONS
During the nine months ended August 31, 2001, officers, directors, consultants,
advisory board members and employees of the Company and its subsidiaries were
granted 2,700,000 stock options at a price of twelve cents per share.
7. SUBSEQUENT EVENTS
On March 29, 2001, the Company signed a letter of Intent to acquire Multi-Cell.
On September 13, 2001, the Company acquired all of the capital stock of
MultiCell a company that develops liver cells, cell lines and associated
products for use in diagnostic and therapeutic applications, pursuant to a
Stock Purchase Agreement by and among the Company, Multi-Cell and Multi-Cell
Associates, Inc. Irrevocable Trust (the "Trust") and the Estate of
Hugo O. Jauregui (the "Estate" and together with the Trust, the "Multi-Cell
Shareholders"). The purchase price for this acquisition was $2,200,000, of
which $750,000 was paid in cash and the remaining $1,450,000 was paid by means
of issuance of 12,083,334 shares of the Company's common stock to the MultiCell
Shareholders. There was no pre-existing relationship between the Company and
the Multi-Cell Shareholders. The sources of the funds that the Company paid for
this acquisition were working capital in the amount of $50,000 and loans in the
amount of $700,000 from eight individual lenders, including the Chief Executive
Officer and the President of the Company. In addition the Company advanced
MultiCell $70,000 for working capital in August, 2001. The foregoing
description of the terms of the acquisition is qualified in its entirety by
reference to the Stock Purchase Agreement referenced above.
During August 2001, the Company entered into promissory notes totaling $725,000
from officers and shareholders of the company. The notes have a stated interest
rate of 10 percent per annum and mature on 8/31/2004. Additionally, the Company
issued 7.25 million warrants convertible to common stock equal to the principal
amount due on these promissory notes.
- 8 -
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ITEM 2. MANAGEMENT'S PLAN OF OPERATION.
This Quarterly Report on Form 10-QSB contains forward-looking statements that
involve risks and uncertainties. These statements are based on certain
assumptions that may prove to be erroneous and are subject to certain risks
including, but not limited to, the Company's ability to complete and fund its
research and development. The Company's actual results may differ significantly
from the results discussed in the forward-looking statements.
PLAN OF OPERATION
THE BUSINESS OF THE COMPANY'S SUBSIDIARY, XENOGENICS CORPORATION, is the
research and development of the SybiolR liver support device. Dr. John Brems,
Chairman of the Company's Scientific Advisory Board, oversees Loyola
University's liver transplant program and has established an artificial liver
research program focusing on the Company's technology. The Scientific Advisory
Board consists of experts who are able to give guidance and counsel to the
Company on scientific and medical matters. Scientific Advisory Board members
also include Dr. Donald Cramer, DVM, and Ph.D., director of Transplantation
Research at Children's Hospital in Los Angeles; Dr. David Van Thiel, M.D.,
Director of Liver Transplantation at Loyola; Amy Friedman, M.D., Chief, Liver
Transplantation, Yale-New Haven Hospital; and Dr. Alessandra Colantoni,
Research Associate, Liver Transplant Service, Loyola University.
Xenogenics Corporation has a Research and Development Agreement and a Supplier
Agreement with MultiCell of Warwick, RI, under which Multi-Cell will supply a
unique engineered porcine liver cell line and optimize the interface between
this cell line and Xenogenics' proprietary SybiolR liver treatment device.
The use of this cell line is expected to eliminate variability in patient
treatment and limit the viral risks associated with primary liver cells
obtained directly from animal organs. A grant from the National Institutes
of Health was awarded in January 2001 to fund joint research on the device by
Xenogenics, MultiCell, and Compact Membranes Inc of Delaware.
On September 13, 2001 the Company acquired all of the capital stock of
MultiCell for an aggregate purchase price of $2,200,000.
The Company continues to seek financing for Xenogenics to fund ongoing R&D.
It expects to have additional funding in place within the next 12 months.
Funding received in fiscal year 2000 and in fiscal year 2001 to date was from
Kestrel Equity Partners Ltd. and individual investors. Cash on hand is expected
to be sufficient for current needs. In order to continue to fund operations,
R&D and growth, the Company is exploring various opportunities such as:
obtaining financing from multiple sources, mergers, acquisitions or other
business combinations and alliances.
MULTICELL'S BUSINESS FOCUS is on cells and proteins. MultiCell is a noted cell
research firm with unique expertise in developing functional cells and cell
lines, especially liver derived cells for diagnosis and treatment of liver
diseases. It has been granted several patents on its immortalized hepatocytes
or engineered liver cells. MultiCell has developed a proprietary non-
tumorigenic DNA-engineered porcine hepatocyte cell line. A next key project is
to develop such an engineered non-tumorigenic human cell line. MultiCell also
has engineered and patented cell lines with applications in therapeutic protein
production.
The Company had signed a Letter of Intent to acquire Lexicor Medical
Technologies Inc. of Boulder CO, which was subsequently terminated on
April 9, 2001. The Company had also signed a Letter of Intent to acquire
MediQuip International and Sterling Medical Technologies, Inc. of Dallas, TX,
which was subsequently terminated June 27, 2001.
During fiscal year 2000 and to date in fiscal year 2001, the Company has
continued to control costs. The Company continues to effect transactions that
reduce its liabilities and cash requirements while it continues to raise
capital. The Company continues to pay directors fees, consulting fees, and in
some cases, legal fees through the issuance of the Company's common stock with
the subsequent registration of the shares so issued on Form S-8. The Company
has been forced to take these steps to conserve the Company's cash.
- 9 -
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PART II. OTHER INFORMATION
ITEM 1: LEGAL PROCEEDINGS
Jack Schaps, trustee of A. Jack Schaps Estate Trust, filed suit against the
Company and its legal counsel on February 13, 2001 in the Superior Court of
California. Schaps, a stockholder of the Company, alleges that the defendants
negligently lost, and failed to replace in a timely manner, his stock
certificate for 625,000 shares of the Company's common stock that he had
delivered to the Company for redelivery to Continental Stock Transfer Company,
the Company's former transfer agent. Schaps is seeking $600,000 in damages
for the loss in potential profits on the stock during the period in question.
The Company believes that there are meritorious defenses to the claim and it
intends to vigorously defend the lawsuit. In response, on April 13, 2001 the
Company filed a cross-complaint against its legal Counsel, Continental Stock
Transfer Company and Schaps. On June 17, 2001 the Company amended the cross-
complaint to delete Schaps and filed a separate complaint on behalf of
Xenogenics against Schaps alleging breach of fiduciary duty and rescission.
ITEM 2: CHANGES IN SECURITIES
NONE
ITEM 3: DEFAULTS UPON SENIOR SECURITIES
On November 30, 2000, the Company entered into a promissory note for
$500,000 at the interest rate of ten percent annually. The Company failed to
make the first scheduled interest payment on the note which was due on February
28, 2001, which constituted a default under the note. On May 11, 2001, the
Company entered into a settlement agreement to either pay the note holder
an amount in cash equal to the principal plus all accrued interest by
November 30, 2001 or issue that number of registered shares of its common stock
that equals the sum of the remaining principal and interest payments on the
note as determined by an agreed formula for calculating the fair market value
of the stock by September 30, 2001. The amount that the Company currently owes
the note holder as of the date of this report is $500,000 principal plus
interest due of $25,000 as of 8/31/01.
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
NONE
ITEM 5: OTHER INFORMATION:
NONE
ITEM 6(A): EXHIBITS
NONE
ITEM 6(B): REPORTS ON FORM 8-K
NONE
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report be signed on its behalf by the
undersigned thereunto duly authorized.
EXTEN INDUSTRIES, INC. (Registrant)
Date: 10/12/01 By: /s/ W. Gerald Newmin
W. Gerald Newmin
Chairman, Chief Executive Officer
Date: 10/12/01 By: /s/ Gregory F. Szabo
Gregory F. Szabo
President, Chief Operating
Officer and Treasurer
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