UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
(Amendment No. 2)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 2, 2004
Xenomics, Inc.
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(Exact name of registrant as specified in its charter)
Florida 04-3721895
- --------------------------------- --------------------
(State or other jurisdiction IRS Employer
of incorporation or organization) Identification No.)
420 Lexington Avenue, Suite 1701
New York, New York 10170
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(Address of principal executive offices)
Registrant's telephone number, including area code: (732) 438-8290
420 Lexington Avenue, Suite 1609
New York, New York 10170
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communication pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Xenomics, Inc. (the "Company") hereby amends Item 7 of its Current Report on
Form 8-K filed with the Securities and Exchange Commission on July 19, 2004 in
connection with the securities exchange completed on July 2, 2004, pursuant to
the terms of the previously reported Securities Exchange Agreement, dated as of
May 18, 2004, between the Company (formerly Used Kar Parts, Inc.), the
individuals named on Schedule 1.1 thereto and Xenomics. That Item 7 is replaced
by the following Item 9.01.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
Audited Balance Sheet of Xenomics as of July 31, 2003 and 2002 and the
related Statements of Operations, Stockholders' Equity (Deficit) and
Cash Flows for the years then ended and cumulatively from inception
August 4, 1999 to July 31, 2003.
(b) Pro Forma Financial Information.
Unaudited Pro Forma Balance Sheet of Xenomics, Inc. as of April 30,
2004 and the Unaudited Pro Forma Statement of Operations of Xenomics,
Inc. for the year ending January 31, 2004 and the three months ending
April 30, 2004.
2
SIGNATURE
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.
Dated: September 15, 2004 XENOMICS, INC.
By: /s/ Samuil Umansky
--------------------------
Samuil Umansky, President
3
XENOMICS
FINANCIAL STATEMENTS
INDEX
Page
PART I - FINANCIAL INFORMATION
Auditors Report 2
Balance Sheets 3
Statements of Operations 4
Statements of Stockholders' Equity (Deficit) 5
Statements of Cash Flows 6
Notes to Financial Statements 7-9
BAUM & COMPANY, P.A.
Certified Public Accountants
1515 University Drive, Suite 209
Coral Springs, Florida 33071
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors of Xenomics
New York City, New York
We have audited the accompanying balance sheets of Xenomics ( A California
corporation ) as of July 31, 2003 and 2002 and the related statements of
operations, stockholders' equity (deficit) and cash flows for the years then
ended and cumulatively from inception August 4, 1999 to July 31, 2003. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the consolidated
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion. In our opinion, the financial statements
referred to above present fairly, in all material respects, the financial
position of Xenomics ( A California corporation ) as of July 31, 2003 and 2002
and the results of their operations and their cash flows for the years then
ended and cumulatively from inception August 4, 1999 to July 31, 2003 in
conformity with U.S. generally accepted accounting principles.
/s/ BAUM & COMPANY, P.A.
BAUM & COMPANY, P.A.
Coral Springs, Florida
August 15, 2004
-2-
Xenomics
(A Development Stage Company)
Balance Sheets
July 31, 2003 July 31, 2002
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ASSETS
CURRENT ASSETS
Cash $436 $2,833
------------------ -----------------
Total current assets 436 2,833
------------------ -----------------
OTHER ASSETS
Patents 33,915 32,552
Organization Costs-Net 760 1,125
------------------ -----------------
Total other assets 34,675 33,677
------------------ -----------------
Total Assets $35,111 $36,510
================== =================
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accruals $41,022 $32,159
------------------ -----------------
Total current liabilities 41,022 32,159
------------------ -----------------
Total Liabilities 41,022 32,159
------------------ -----------------
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $0.001 par value, 10,000,000 shares
authorized; 3,807,755 issued and outstanding 3,808 3,808
Additional Paid in Capital 85,880 83,380
Accumulated (Deficit) during development stage (95,599) (82,837)
------------------ -----------------
Total Stockholders' Equity (Deficit) (5,911) 4,351
------------------ -----------------
Total Liabilities and Stockholders' Equity (Deficit) $35,111 $36,510
================== =================
The accompanying notes are an integral part of the financial statements
-3-
Xenomics
(A Development Stage Company)
Statements of Operations
Cumulative
From For the For the
August 4, 1999 Year Year
(inception) Ended Ended
Through July 31 July 31
July 31, 2003 2003 2002
---------------------------------------------------
Revenues $0 $0 $0
Operating expenses 95,599 12,762 31,919
---------------------------------------------------
Net income (loss) before provision
for income taxes (95,599) (12,762) (31,919)
---------------------------------------------------
Provision for income taxes 0 0 0
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Net income (loss) $(95,599) $(12,762) $(31,919)
===================================================
The accompanying notes are an integral part of the financial statements
-4-
Xenomics
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
Common Total
Common Stock Stock Additional Stockholders'
Number of Par Paid-in Accumulated Equity
Shares Value Capital Deficit (Deficit)
---------------------------------------------------------------------------
Balance July 31, 2001 3,807,755 $3,808 $33,380 $(50,918) $ (13,730)
Additional Paid In Capital 50,000 0 50,000
Net (Loss)Year Ended
July 31, 2002 0 0 0 (31,919) (31,919)
---------------------------------------------------------------------------
Balance July 31, 2002 3,807,755 3,808 83,380 (82,837) 4,351
Additional Paid in Capital 2,500 2,500
Net (Loss) Year Ended July 31, 2003 (12,762) (12,762)
---------------------------------------------------------------------------
Balance July 31, 2003 3,807,755 $3,808 $85,880 $(95,599) $(5,911)
===========================================================================
The accompanying notes are an integral part of the financial statements
-5-
Xenomics
(A Development Stage Company)
Statements of Cash Flows
Cumulative
From For the For the
August 4, Year Year
1999 Ended Ended
(inception) July 31 July 31
Through 2003 2002
July 31, 2003
---------------- ---------------- ----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (95,599) $(12,762) $ (31,919)
Adjustments to reconcile net income (loss) to net cash
used for operations:
Amortization 1,065 365 365
Change in operating assets and liabilities:
Increase in accounts payable & accruals 41,022 8,863 22,159
---------------- ---------------- ----------------
Net cash used by operating activities (53,512) (3,534) (9,395)
---------------- ---------------- ----------------
CASH FLOW FROM INVESTING ACTIVITIES:
Organization Expenses (1,825) 0 0
Patent Costs (33,915) (1,363) (19,464)
---------------- ---------------- ----------------
Net cash (used) by investing activities (35,740) (1,363) (19,464)
---------------- ---------------- ----------------
CASH FLOW FROM FINANCING ACTIVITIES:
(Decrease) in Loans Payable 0 0 (3,000)
(Decrease) in shareholder loans 0 0 (17,000)
Proceeds from sale of capital stock 37,188 0 0
Capital contributions 52,500 2,500 50,000
---------------- ---------------- ----------------
Net cash provided by financing activities 89,688 2,500 30,000
---------------- ---------------- ----------------
Net Increase (Decrease) in cash 436 (2,397) 1,141
CASH, beginning of period, 0 2,833 1,692
---------------- ---------------- ----------------
CASH, end of period $436 $436 $2,833
================ ================ ================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for Interest Expenses $0 $0 $0
Cash paid for Income Taxes $0 $0 $0
The accompanying notes are an integral part of the financial statements
-6-
Xenomics
(A Development Stage Company)
Notes to Financial Statements
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
- ------------
Xenomics (the "Company") was incorporated under the laws of the state of
California on August 4, 1999. In 2001, the Company changed its name from Diagen
Corporation to Xenomics.
Use of Estimates
- ----------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Cash Equivalents
- ----------------
For purposes of the statement of cash flows, the Company treats all short-term
investments with maturities of six months or less to be cash equivalents.
Development Stage Company
- -------------------------
The Company has been in the development stage since inception (August 4, 1999).
There have been no revenues to date. The Company has incurred an accumulated
deficit of $95,599 since inception.
Concentration of Risk
- ---------------------
There were no balances at July 31, 2003 and 2002 that provided a concentration
of credit risk.
Income Taxes
- ------------
The Company accounts for income taxes under the accrual method established by
Statement of Financial Accounting Standards (SFAS) No. 109, which requires
recognition of deferred tax assets and liabilities for the expected future tax
consequences and events that have been included in the financial statements or
tax returns. Under this method, deferred tax assets and liabilities are
determined based on assets and liabilities using enacted rates for the year in
which the differences are expected to reverse.
-7-
Xenomics
(A Development Stage Company)
Notes to Financial Statements
Fair value of financial instruments
- -----------------------------------
The following methods and assumptions were used to estimate the fair value of
each class of financial instruments: cash, and accounts payable. The carrying
amounts approximated fair value because of the demand nature of these
instruments.
Organizational Costs
- --------------------
Organizational costs have been capitalized and are being amortized over 5 years,
at an annul charge of $365.
NOTE 2 CAPITAL STOCK TRANSACTIONS
Since inception (August,4, 1999) through July 31, 2001, the Company cumulatively
sold 3,807,755 shares of stock for $ 37,188. In the fiscal years ended July 31,
2003 and 2002, $2,500 and $50,000, respectively, of additional capital was
contributed to the Company by its existing shareholders.
NOTE 3 INCOME TAXES
The Company has no current or deferred income tax due to its operating losses.
The Company has a federal net operating loss carry-forward at July 31, 2003 and
2002, of approximately $88,000 and $83,000, respectively, subject to annual
limitations prescribed by the Internal Revenue Code, which is available to
offset future taxable income through 2014. A 100% valuation allowance has been
recorded to offset the net deferred taxes due from the Company's future taxes.
Deferred tax assets consist of the following: 2003 2002
---- ----
Current taxes $ 0 $ 0
Deferred taxes 13,000 12,000
Valuation allowance (13,000) (12,000)
---------- ---------
$ 0 $ 0
========== =========
NOTE 4 PATENT EXPENSES
As of July 31, 2003, the Company has capitalized costs related to patent
development of $ 33,915. Patents generally have a life of seventeen years.
Additional patent development is to be continued, and as of year end July 31,
2003 no revenues have been generated under these patents.
-8-
Xenomics
(A Development Stage Company)
Notes to Financial Statements
NOTE 5 SUBSEQUENT EVENT
BUSINESS COMBINATION
On July 2, 2004, pursuant to an Securities Exchange Agreement dated May 18,
2004, Used Kar Parts, Inc. (a publicly held Florida corporation) exchanged
2,258,001 shares of its common stock for all of the outstanding common stock of
the Company. Used Kar Parts, Inc. subsequently changed its corporate name to
Xenomics, Inc.
NOTE 6 CONTRACTS AND COMMITTMENTS
Pursuant to a royalty agreement dated December 21, 1999, the Company is required
to pay $5,000 annually commencing May 17, 2000 as consideration for the
assignment of intellectual property to the Company. On July 2, 2004 all
royalties incurred as of that date ($25,000) were paid.
NOTE 7 NEW ACCOUNTING PRONOUNCEMENTS
In April 2002, the FASB issued Statement of Financial Accounting Standards No.
145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB
Statement No. 13, and Technical Corrections" (SFAS 145). SFAS 145 eliminates
extraordinary accounting treatment for reporting gain or loss on debt
extinguishment and amends other existing authoritative pronouncements to make
various technical corrections, clarify meanings, or describe their applicability
under changed conditions. The adoption of SFAS 145 did not have a material
effect on the Company's financial position, results of operations, or cash
flows.
In June 2002, the FASB issued Statement of Financial Accounting Standards No.
146, "Accounting for Costs Associated with Exit or Disposal Activities" (SFAS
146). SFAS 146 requires the recording of costs associated with exit or disposal
activities at their fair values only when a liability has been incurred. Under
previous guidance, certain exit costs were accrued upon management's commitment
to an exit plan, which is generally before an actual liability has been
incurred. The requirements of SFAS 146 were effective prospectively for exit or
disposal activities initiated after December 31, 2002. The adoption of SFAS 146
did not have a material effect on the Company's financial position, results of
operations, or cash flows.
-9-
Xenomics, Inc (formerly Used Kar Parts, Inc)
Pro Forma Financial Information
Pursuant to a Securities Exchange Agreement dated July 2, 2004, Used Kar Parts,
Inc., a Florida corporation, exchanged 2,258,001 shares of its common stock for
all of the outstanding common stock of Xenomics, a California corporation,
consisting of 3,807,755 shares. The Registrant subsequently changed its
corporate name to Xenomics, Inc.
The accompanying unaudited pro forma financial statements includes the
Registrant, Xenomics and pro forma adjustments. The balance sheet has been
presented as of April 30, 2004. The pro forma statements of operations are for
the year ending January 31, 2004 and the quarter ending April 30, 2004.
The unaudited pro forma consolidated balance sheets of the combined Registrant
and Xenomics as of January 31, 2004 are based on historical balance sheets. The
adjustments are provided to reflect on a pro forma basis the proposed account
balances that the effects of the simultaneous stock repurchase, private
placement and reverse acquisition would appear.
The condensed pro forma financial statements should be read in conjunction with
the audited financial statements and related notes for the Registrant.
The unaudited pro forma financial statements include the historical financial
statements of the Registrant and Xenomics. The pro forma information is not
necessarily indicative of the results of operations that would have been
reported had such events occurred on the dates indicated, nor is it indicative
of the results of future operations.
Xenomics Inc.
(Formerly Used Kar Parts Inc.)
Proforma Consolidated Balance Sheet
April 30, 2004
Unaudited
Pre Private Private
Acquisition Placement Placement Final
Used Kar Parts Xenomics Proforma Proforma Proforma Proforma
(a) Adjustments Consolidated Adjustments Consolidated
-------------------------------------------------------------------------------------
ASSETS
CURRENT ASSETS
Cash $ - $ 315 $ - $ 315 def $ 1,823,150 $ 1,823,465
-------------------------------------------------------------------------------------
Total current assets - 315 - 315 1,823,150 1,823,465
-------------------------------------------------------------------------------------
OTHER ASSETS
Deferred Acquisition Costs 110,000 39,800 b (149,800) - - -
Deferred Private Placement Costs 30,000 - - 30,000 d (30,000) -
Patents - 37,000 c - 37,000 - 37,000
-------------------------------------------------------------------------------------
Total Other Assets 140,000 76,800 (149,800) 67,000 (30,000) 37,000
-------------------------------------------------------------------------------------
Total assets $140,000 $ 77,115 $ (149,800) $ 67,315 $ 1,793,150 $1,860,465
=====================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accruals $150,000 $ 89,728 $ - $ 239,728 f $ (189,800) $ 49,928
-------------------------------------------------------------------------------------
Total current liabilities 150,000 89,728 - 239,728 (189,800) 49,928
-------------------------------------------------------------------------------------
Total liabilities 150,000 89,728 - 239,728 (189,800) 49,928
-------------------------------------------------------------------------------------
STOCKHOLDERS' EQUITY
Common stock, $0.0001 par value, 500,000,000
authorized 22,955 3,808 b (3,582) 23,181 de (21,635) 1,546
Additional Paid In Capital (17,555) 85,880 b (138,519) (70,194) de 2,004,585 1,934,391
(Accumulated Deficit) during development stage (15,400) (102,301) b (7,699) (125,400) - (125,400)
-------------------------------------------------------------------------------------
Total Stockholders' Equity (Deficit) (10,000) (12,613) (149,800) (172,413) 1,982,950 1,810,537
-------------------------------------------------------------------------------------
Total Liabilities and Stockholders'
Equity (Deficit) $140,000 $ 77,115 $ (149,800) $ 67,315 $ 1,793,150 $1,860,465
=====================================================================================
Xenomics Inc.
(formerly Used Kar Parts Inc)
Acquisition and Private Placement Pro Forma Adjustments
(a) April 30 2004 Balance Sheet restated for July 2004 111 for 1 stock
split and change in par value to $.0001
(b) Acquisition of Xenomics for 2,258,001 shares of common stock on July 2,
2004
(c) Cost basis of Patents
(d) Private Placement proceeds of $ 2,512,950 ( 2,645,210 shares at $.95)
on June 24, 2004
(e) Purchase of 218,862,474 shares of common stock for $ 500,000 on July 2,
2004
(f) Use of $ 189,800 of proceeds to pay acquisition and private placement
payables
Xenomics Inc.
(Formerly Used Kar Parts Inc.)
Proforma Consolidated Statement of Operations
For the Year Ended January 31, 2004
Unaudited
Used Kar Parts Xenomics Proforma Proforma
Adjustments Consolidated
------------------------------------------------------------------------------
Revenues $ - $ - $ - $ -
Operating Expenses 3,670 13,021 - 16,691
------------------------------------------------------------------------------
Net income (loss) before provision for income taxes (3,670) (13,021) - (16,691)
Provision for income taxes - - - -
------------------------------------------------------------------------------
Net income (loss) $ (3,670) $ (13,021) $ - $ (16,691)
==============================================================================
Net income (loss) per weighted average share ($0.00) ($0.00)
================== ==================
Weighted average number of shares 229,548,000 b 2,258,001 231,806,001
================== ========================================
Xenomics Inc.
(Formerly Used Kar Parts Inc.)
Proforma Consolidated Statement of Operations
For the 3 Months Ended April 30, 2004
Unaudited
Used Kar Parts Xenomics Proforma Proforma
Adjustments Consolidated
------------------------------------------------------------------------------
Revenues $ - $ - $ - $ -
Operating Expenses 10,206 2,820 - 13,026
------------------------------------------------------------------------------
Net income (loss) before other (expenses) (10,206) (2,820) # - (13,026)
------------------------------------------------------------------------------
Other (Expense)
Writeoff of acquisition cost - - (149,800) (149,800)
------------------------------------------------------------------------------
Net income (loss) before provision for income taxes (10,206) (2,820) # (149,800) (162,826)
Provision for income taxes - - - -
------------------------------------------------------------------------------
Net income (loss) $ (10,206) $ (2,820) $ (149,800) $ (162,826)
==============================================================================
Net income (loss) per weighted average share ($0.00) ($0.00)
================== ==================
Weighted average number of shares 229,548,000 b 2,258,001 231,806,001
================== ========================================