SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended May 31, 1997 Commission File No. 33-
------------------------------ -----------------------
20064-NY
SAFE AID PRODUCTS INCORPORATED
-------------------------------------------------------------
(Exact Name of Small Business Issuer as Specified in Charter)
Delaware 22-2824492
------------------------------- ---------------------------
(State or other jurisdiction of (I.R.S. Employer ID. Number
incorporation or organization)
c/o Lazer, Aptheker, Feldman, Rosella & Yedid, LLP
225 Old Country Road
Melville, New York 11747-2712
-----------------------------
(Address of Principal executive offices)
(516) 364-3887
---------------------------
(Issuer's telephone number)
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 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 ninety (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 practible date.
Common Stock $.00001 Par Value 702,977,200 shares
as of May 31, 1997
-------------------------------------------------------------------------------
Transitional Small Business Disclosure Format (check one):
Yes__x__ No____
INDEX
SAFE AID PRODUCTS INCORPORATED
Page No.
PART I. FINANCIAL INFORMATION
-------------------------------
Item 1. Financial Statements
Balance Sheets - May 31, 1997
(unaudited) and November 30, 1996 3
Statement of Stockholders' Equity
date of inception (May 21, 1987) 4-5
through May 31, 1997
Statement of Operations - six months
ended May 31, 1997 and May 31, 1996
(unaudited) and from inception (May 21, 1987)
through May 31, 1997 (unaudited) 6
Statement of Operations - three months
ended May 31, 1997 and May 31, 1996 (unaudited) 7
Statement of Cash Flows - six months
ended May 31, 1997 and May 31, 1996
(unaudited) and from inception (May 21, 1987)
through May 31, 1997 8
Notes to Financial Statements
May 31, 1997 (unaudited) 9-12
PART II. OTHER INFORMATION
---------------------------
Item 6. Exhibits and Reports on Form 8-K 13
2
<TABLE>
SAFE AID PRODUCTS INCORPORATED
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
<CAPTION>
May 31, 1997 November 30, 1996
Unaudited
ASSETS
CURRENT ASSETS
<S> <C> <C>
Cash $ 130 $ 4,034
---------- -----------
TOTAL CURRENT ASSETS 130 4,034
MACHINERY AND EQUIPMENT
Net of accumulated depreciation of $4,258 0 0
------------ -----------
TOTAL ASSETS $ 130 $ 4,034
============ ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Shareholder loans $ 13,500 $ 13,500
Accrued expenses 6,589 5,293
----------- -----------
TOTAL CURRENT LIABILITIES 20,089 18,793
----------- -----------
STOCKHOLDERS' EQUITY
Common stock $.00001 par value
950,000,000 shares authorized;
702,977,200 issued and outstanding 7,030 7,030
Additional paid in capital 1,548,969 1,548,969
Deficit accumulated during development
stage (1,575,958) (1,570,758)
---------- ----------
TOTAL ( 19,959) ( 14,759)
---------- ----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 130 $ 4,034
============ ===========
3
</TABLE>
<TABLE>
SAFE AID PRODUCTS INCORPORATED
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
<CAPTION>
Deficit
Accumulated
Additional During Total
Common Stock Paid-In Development Stockholders'
Shares Amount Capital Stage Equity
<S> <C> <C> <C> <C> <C>
Date of inception - May 21, 1987 0 $ 0 $ 0 $ 0 $ 0
Issuance of common stock
for cash to founders 100,000,000 1,000 9,000 0 10,000
----------- ------ --------- --------- ---------
Balance, November 30, 1987 100,000,000 1,000 9,000 0 10,000
Issuance of common stock for
cash to outside investors from
December 1, 1987 through
February 11, 1988 350,000,000 3,500 152,014 0 155,514
Public issuance of shares for
cash, net of expenses, during
the period April 11, 1988
through June 30, 1988 150,000,000 1,500 1,212,341 0 1,213,841
Issuance of common stock for
services during August 1988 4,050,000 40 80,960 0 81,000
Issuance of common stock for
cash in connection with
exercise of warrants during
November 1988 675,000 7 13,493 0 13,500
Net loss for the year ended
November 30, 1988 0 0 0 ( 414,054) ( 414,054)
----------- ---------- -------------- -------- ---------
Balance, November 30, 1988 604,725,000 6,047 1,467,808 ( 414,054) 1,059,801
Issuance of common stock for
services from December 1988
to October 1989 1,700,000 18 26,482 0 26,500
Issuance of common stock for
cash in connection with
exercise of warrants during
the year ended November 30, 1989 2,027,200 20 40,524 0 40,544
Net loss for the year ended
November 30, 1989 0 0 0 ( 561,463) ( 561,463)
----------- --------- --------------- --------- ---------
Balance, November 30, 1989 608,452,200 6,085 1,534,814 ( 975,517) 565,382
(continued)
4
</TABLE>
<TABLE>
SAFE AID PRODUCTS INCORPORATED
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
<CAPTION>
Deficit
Accumulated
Additional During Total
Common Stock Paid-In Development Stockholders'
Shares Amount Capital Stage Equity
<S> <C> <C> <C> <C> <C>
Issuance of common stock for cash
in connection with exercise of
warrants during the year ended
November 30, 1990 25,000 0 500 0 500
Net loss for the year ended
November 30, 1990 0 0 0 ( 353,012) ( 353,012)
Net loss for the year ended
November 30, 1991 0 0 0 ( 108,242) ( 108,242)
Net loss for the year ended
November 30, 1992 0 0 0 ( 58,009) ( 58,009)
Issuance of common stock for
services for the year ended
November 30, 1993 500,000 5 495 0 500
Net loss for the year ended
November 30, 1993 0 0 0 ( 44,479) ( 44,479)
Issuance of common stock for
services for the year ended
November 30, 1994 94,000,000 940 13,160 0 14,100
Net loss for the year ended
November 30, 1994 0 0 0 ( 7,441) ( 7,441)
----------- -------- ---------- ------------ -----------
Balance, November 30, 1994 702,977,200 7,030 1,548,969 (1,546,700) 9,299
Net loss for the year ended
November 30, 1995 0 0 0 ( 19,049) ( 19,049)
----------- --------- ---------- ----------- -----------
Balance, November 30, 1995 702,977,200 7,030 1,548,969 (1,565,749) ( 9,750)
Net loss for the year ended
November 30, 1996 0 0 0 ( 5,009) ( 5,009)
----------- --------- ---------- ------------ -----------
Balance, November 30, 1996 702,977,200 7,030 1,548,969 (1,570,758) ( 14,759)
Net loss for the six months ended
May 31, 1997, unaudited 0 0 0 ( 5,200) ( 5,200)
----------- --------- ---------- ------------ -----------
Balance, May 31, 1997 unaudited 702,977,200 $ 7,030 $1,548,969 $(1,575,958) $( 19,959)
=========== ========= ========== ============ ===========
5
</TABLE>
<TABLE>
SAFE AID PRODUCTS INCORPORATED
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
(UNAUDITED)
<CAPTION>
For The Six From Inception
Months Ended (May 21, 1987) to
May 31, May 31,
1997 1996 1997
REVENUE
<S> <C> <C> <C>
Net sales $ 0 $ 9,828 $ 237,030
License fees 0 0 10,000
Interest income 0 0 120,676
--------- ---------- ----------
TOTAL REVENUES 0 9,828 367,706
--------- ---------- ----------
EXPENSES
Cost of sales 0 7,599 203,463
Selling, general and administrative 5,200 5,475 925,579
Research and development 0 0 594,618
Selling expenses 0 0 65,642
Depreciation and amortization 0 0 29,443
Loss- inventory obsolescence 0 0 124,919
--------- ---------- ----------
TOTAL 5,200 13,074 1,943,664
--------- ---------- ----------
NET LOSS $( 5,200) $( 3,246) $(1,575,958)
========== ========= ===========
LOSS PER SHARE:
Net loss per share NIL NIL NIL
========== ========= ===========
WEIGHTED AVERAGE
NUMBER OF COMMON
SHARES OUTSTANDING 702,977,200 702,977,200 694,164,060
=========== =========== ===========
6
</TABLE>
SAFE AID PRODUCTS INCORPORATED
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
(UNAUDITED)
For The Three
Months Ended
May 31,
1997 1996
REVENUE
Net sales $ 0 $ 0
---------- ---------
TOTAL REVENUES 0 0
---------- ---------
EXPENSES
Selling, general and administrative 2,425 1,939
-------- -------
TOTAL 2,425 1,939
-------- -------
NET LOSS $( 2,425) $( 1,939)
======== =======
LOSS PER SHARE:
Net loss per share NIL NIL
=========== ===========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 702,977,200 702,977,200
=========== ===========
7
<TABLE>
SAFE AID PRODUCTS INCORPORATED
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
UNAUDITED
<CAPTION>
For The Six From Inception
Months Ended (May 21, 1987) to
May 31, May 31,
1997 1996 1997
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C> <C> <C>
Net loss $( 5,200) $( 3,246) $(1,575,958)
------ ------- ---------
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 0 0 29,443
Issuance of common stock for services 0 0 122,100
Loss on abandonment of assets 0 0 11,018
Changes in operating assets and liabilities:
(Increase) decrease in assets:
Organization costs 0 0 ( 1,350)
Increase (decrease) in liabilities:
Accounts payable and accrued expenses 1,296 ( 1,491) 6,589
------ ------ -----------
TOTAL ADJUSTMENTS 1,296 ( 1,491) 167,800
------- ------ -----------
NET CASH USED BY OPERATING
ACTIVITIES ( 3,904) ( 4,737) (1,408,158)
------ ------ ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property and equipment 0 0 ( 39,111)
--------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock 0 0 1,433,899
Loans from stockholders 0 3,500 23,500
Repayment of stockholders' loans 0 0 ( 10,000)
--------- -------- ---------
NET CASH PROVIDED BY FINANCING
ACTIVITIES 0 3,500 1,447,399
--------- ------ ---------
INCREASE (DECREASE) IN CASH ( 3,904) ( 1,237) 130
BEGINNING CASH BALANCE 4,034 2,191 0
------ ------ ------------
ENDING CASH BALANCE $ 130 $ 954 $ 130
======== ======= ============
8
</TABLE>
SAFE AID PRODUCTS INCORPORATED
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MAY 31, 1997
UNAUDITED
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
Safe Aid Products Incorporated ("the Company") was incorporated on May 21, 1987
in the State of Delaware to engage in manufacturing and marketing of a
disinfectant product for sale in dental and medical offices and hotel and motel
markets, as well as in the retail over-the counter market, and to engage in
research and development regarding nasal and transdermal delivery of aspirin and
other drugs. At present, the Company remains in its development stage. Its
activities to date consist of limited sales of disinfectant products and the
investigation of the nasal and transdermal delivery of aspirin and other drugs.
The Company's financial statements have been prepared on a going concern basis
which contemplates the realization of assets and the satisfaction of liabilities
and commitments in the normal course of business. The Company reported net
losses of $5,089 and $19,049 for the fiscal years ended November 30, 1996 and
1995, respectively. The continuation of the Company is dependent upon obtaining
additional capital or financing and the eventual achievement of sustained
profitable operations. To obtain these objectives, management is pursuing a
number of options, including continued efforts towards the licensing of patents
related to the nasal and transdermal delivery of aspirin and other drugs. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
The financial data for the six and three months ended May 31, 1997 and 1996, and
the period May 21, 1987 (commencement of development stage) through May 31, 1997
is unaudited, but includes all adjustments (consisting only of normal recurring
adjustments) which are, in the opinion of the management, necessary for a fair
presentation of the results of operations for such periods.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts and disclosures. Actual results could differ from
those estimates and assumptions.
Depreciation of machinery and equipment is computed under an accelerated method
over five year estimated useful lives of the related assets.
Net Loss Per Share
Net loss per average common and common equivalent share has been computed on the
basis of the weighted average number of common shares and equivalents
outstanding during the respective periods. The effects on loss per share
resulting from the assumed issuance of reserved shares and the assumed exercise
of warrants in all periods presented are antidilutive and, therefore, not
included in the calculations.
9
SAFE AID PRODUCTS INCORPORATED
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MAY 31, 1997
UNAUDITED
NOTE 2 - INCOME TAXES
No provision has been made in the accompanying financial statements for income
taxes payable because of the Company's operating loss from operations. At
November 30, 1996, the Company has approximately $1,553,000 of operating loss
carry forwards for financial reporting and income tax purposes that expire
through the year 2011. Additionally, the Company has approximately $44,000 of
research and development credits available to offset future income taxes through
the year 2005.
NOTE 3: STOCKHOLDERS' EQUITY
The Articles of Incorporation provide for the authorization of 950,000,000
shares of common stock at $.00001 par value. Original capital contributed was
$10,000 in payment for the issuance of 100,000,000 shares of common stock.
During the period from December 1, 1987 through February 11, 1988, an additional
350,000,000 shares were issued for an aggregate consideration of $155,514.
In June of 1988, the Company completed a sale of 150,000 units to the public at
a price of $10 per unit. The Company received proceeds in the amount of
$1,213,841, net of commissions and expenses to the underwriter, legal,
accounting and other expenses related to the public offering in the amount of
$286,159. Each unit consisted of 1,000 shares of common stock, $.00001 par
value, and 500 redeemable common stock warrants designated redeemable Warrant
"A". Each redeemable Warrant "A" would upon exercise, entitle the holder to
purchase one share of common stock for $.02 per share and to receive one
redeemable Class "B" Common Stock purchase warrant. Each redeemable Class "B"
Common Stock purchase warrant would, upon exercise, entitle the holder to
purchase one share of common stock for $.05 per share. These exercise periods of
both Class "A: and Class "B" warrants have been extended by the Board of
Directors through January 9, 1998. At May 31, 1997, 147,272,800 shares of common
stock are reserved in connection with such warrants.
The shares of common stock and common stock purchase warrants were immediately
detachable from the units upon closing of the public offering and are, to the
extent a market exists, therefore, traded separately from the common stock.
In August 1988, 4,050,000 shares of common stock were issued to certain
consultants of the Company as compensation for their services rendered. These
shares have been valued by the Company at $.02 per share. The Company recorded
these shares as research and development expense.
During November 1988, 675,000 redeemable Class "A" Common Stock purchase
warrants were exercised at a price of $.02 per share. The Company received
proceeds of $13,500 upon the exercise of these warrants.
10
SAFE AID PRODUCTS INCORPORATED
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MAY 31, 1997
UNAUDITED
NOTE 3: STOCKHOLDERS' EQUITY (continued)
In December 1988, 750,000 shares of common stock were issued to an unrelated
company as an inducement to enter into a license agreement at $.02 per share.
The Company recorded these shares as research and development expense.
In March 1989, 200,000 shares of common stock were issued to an unrelated party
as compensation for services rendered to the Company. These shares have been
valued by the Company at $.02 per share. The Company recorded these shares as
public relations expense.
In October 1989, 750,000 shares of common stock were issued to unrelated parties
as compensation for services rendered to the Company. These shares have been
valued by the Company at $.01 per share. The Company recorded these shares as
consulting and research and development expense.
During the years ended November 30, 1989 and 1990, 2,027,200 and 25,000
redeemable Class "A" Common Stock purchase warrants were exercised at a price of
$.02 per share, respectively. The Company received proceeds of $40,544 and $500
upon the exercise of these warrants, respectively.
On January 8, 1993, the Company issued 500,000 shares of the Company's common
stock in consideration of consulting services. The shares were valued at $.001
per share.
In January and February of 1994, 94,000,000 shares of common stock were issued
to certain officers and consultants of the Company and to one of the Company's
law firms as compensation for their services rendered and to induce them to
continue to provide their services to the Company. These shares have been valued
by the Company at $.00015 per share and the Company recorded these shares as
general and administrative expenses during the year ended November 30, 1994.
NOTE 4 - COMMITMENTS AND CONTINGENCIES
On February 27, 1997, the Company entered into a joint venture with CC Plus, a
Spanish corporation. The purpose of the joint venture is to establish the
worldwide development, production and marketing of nasally administered aspirin
(the "Product"), as well as research and develop the ability to use the Product
in connection with the nasal administration of other medications or natural
substances. The term of the joint venture is ten (10) years, commencing February
27, 1997 and shall be automatically renewed for periods of ten (10) years each
unless otherwise terminated in accordance with the terms of the Agreement.
However, during the initial term, the corporation holds the exclusive right to
terminate the joint venture in the event that the total sales of the Product are
less than 1,500,000 units during the initial thirty months of the term of the
joint venture.
The corporation and CC Plus shall share the earnings of the joint
venture in equal shares of fifty (50%) percent each. However, the corporation's
share in the earnings of the joint venture shall not be less than five (5%)
percent of the gross sales
of the joint venture. As a condition to the joint venture, CC Plus shall expend
no less than $500,000.00 towards the development and marketing of the Product.
The initial name of the joint venture is "CC Plus-Safe Aid Joint Venture."
On July 25, 1994, the Company entered into a license agreement with CMR Group,
Inc. ("CMR") in which the Company granted to CMR an exclusive license to develop
and market the Company's patent rights relating to TCGU or bleaching products.
In consideration for granting CMR this license, the Company received a license
fee of $10,000 in 1994 and will receive royalties of 10% of the net revenue from
all sales of products containing TCGU until the Company receives $1,000,000, and
7% of the net revenue from such sales thereafter.
There were no royalties earned pursuant to this agreement during the year ended
November 30, 1996 or the six months ended May 31, 1997.
11
SAFE AID PRODUCTS INCORPORATED
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MAY 31, 1997
UNAUDITED
NOTE 4 - COMMITMENTS AND CONTINGENCIES (continued)
On January 25, 1988, the Company entered into a research agreement with the
University of Kentucky Research Foundation (UKRF). Pursuant to the terms of the
agreement, the Company offered a grant in the amount of $100,000 per year, in
exchange for specific research to be performed by UKRF. The Company paid
$100,000 for the year ended November 30, 1988 and $75,000 for the year ended
November 30, 1989. No grants were offered subsequent to 1989. All inventions or
discoveries pursuant to the research agreement shall be owned by UKRF. UKRF has
granted an option to the Company for the exclusive license of any such invention
or discoveries. Upon exercising its option, the Company shall pay a license fee
up to $10,000. Certain members of the Company's Advisory Board are professors at
the University of Kentucky. On August 30, 1988 the Company exercised its option
with respect to certain patent rights. Additionally, the Company shall pay
annual royalties during the term of the agreement based upon annual direct and
indirect net sales as follows:
i. 2.0% royalty on all direct sales.
ii. For all indirect sales for which the Company receives a royalty, 1/3 of
such royalty is to be paid to UKRF. This royalty payment cannot be less
than 1% or more than 2% of such indirect sales.
iii. For all indirect sales for which the Company receives a license fee,
20% of such license fee is to be paid to UKRF.
There has been no activity with respect to this agreement during the year ended
November 30, 1996 or the six months ended May 31, 1997.
On January 25, 1988, the Company entered into a license agreement with UKRF in
connection with the right to use certain information and patents concerning the
derivation of aspirin. The agreement also required a non-refundable license
issue fee of $5,000 upon execution. Additionally, the Company shall pay a
royalty in an amount equal to 2% of the net sales of the licensed product as
defined in the agreement. There has been no activity with respect to this
agreement during the year ended November 30, 1996 or the six months ended May
31, 1997.
12
PART II. OTHER INFORMATION
--------------------------
Item 6. Exhibits and Reports on Form 8-K
-----------------------------------------
(a) Exhibits
--------
27 - Financial Data Schedule
(b) Reports
-------
No reports on Form 8-K were filed during the
quarter for which this report is filed.
13
Signatures
----------
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SAFE AID PRODUCTS INCORPORATED
s/Stanley Snyder
-------------------------
Stanley Snyder, President
Dated: July 7, 1997
15
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Safe Aid
Products Incorporated financial statements for the six months ended May 31, 1997
and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> NOV-30-1997
<PERIOD-START> DEC-01-1996
<PERIOD-END> MAY-31-1997
<CASH> 130
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 130
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 130
<CURRENT-LIABILITIES> 20,089
<BONDS> 0
<PREFERRED-MANDATORY> 0
<PREFERRED> 0
<COMMON> 7,030
<OTHER-SE> (26,989)
<TOTAL-LIABILITY-AND-EQUITY> 130
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 5,200
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (5,200)
<INCOME-TAX> 0
<INCOME-CONTINUING> (5,200)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (5,200)
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
</TABLE>