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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-QSB
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Quarter Period Ended
June 30, 2002 Commission File No. 0-18399
FOUNTAIN PHARMACEUTICALS, INC.
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(Exact name of Registrant as specified in its Charter)
Delaware 62-1386759
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(State or jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
505 South Westland Avenue, Suite D, Tampa, Florida 33606
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(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code: (813) 248-0089
Former name, former address and former fiscal year, if changed since last
report: N/A
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Indicate by check mark whether the registrant (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 a 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 [ ]
The number of shares outstanding of the Registrant's Class A Common Stock, $.001
par value, as of July 15, 2002 was 5,875,796.
The number of shares outstanding of the Registrant's Class B Common Stock, $.001
par value, as of July 15, 2002 was 104,505.
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PART I - FINANCIAL INFORMATION
Item 1: Financial Statements
Balance Sheet as of June 30, 2002 3
Statement of Operations for the three and nine month periods
ended June 30, 2002 and June 30, 2001 4
Statement of Changes in Stockholders' Deficit
for the period from September 30, 2001 through June 30, 2002 5
Statement of Cash Flows for the nine month periods ended
June 30, 2002 and June 30, 2001 6
Notes to the financial statements 7
2
FOUNTAIN PHARMACEUTICALS, INC.
UNAUDITED BALANCE SHEET
JUNE 30, 2002
ASSETS
Current assets:
Cash $ 15,117
--------------
Total assets 15,117
===============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
6% Convertible Debenture $ 100,000
Accrued interest 2,000
--------------
Total liabilities 102,000
--------------
Stockholders' deficit:
Series A preferred stock, par value $.001 -
Common stock, par value $.001, 50,000,000 shares authorized
5,875,796 shars issued and outstanding 5,876
Class B common stock, par value $.001, 5,000,000 shares
authorized, 104,505 shares issued and outstanding 105
Additional paid-in capital 17,272,506
Accumulated deficit (17,365,370)
--------------
Total stockholders' deficit (86,883)
--------------
Total liabilities and stockholders' deficit $ 15,117
==============
3
FOUNTAIN PHARMACEUTICALS, INC.
UNAUDITED STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTH PERIODS ENDED JUNE 30, 2002 AND 2001
Three Months Ended Nine Months Ended
------------------------------- -------------------------------
6/30/2002 6/30/2001 6/30/2002 6/30/2001
-------------- -------------- -------------- ---------------
Revenue $ - $ 266,629 $ - $ 648,890
Cost of sales - 67,621 - 119,176
------------- ------------- ------------- --------------
Gross profit - 199,008 - 529,714
------------- ------------- ------------- --------------
Operating expenses
Research & development - 26,121 - 156,129
General & administrative expenses 53,198 56,836 106,041 248,722
Selling expenses - 97,062 - 396,419
Depreciation & amortization - 170,147 - 198,949
------------- ------------- ------------- --------------
Total operating expenses 53,198 350,166 106,041 1,000,219
------------- ------------- ------------- --------------
Loss before other income (expenses) (53,198) (151,158) (106,041) (470,505)
Other income (expenses)
Interest income - 134 - 6,899
Interest expense 2,000 (72,809) 24,668 (233,615)
Other - (1,306) - 2,687
------------- ------------- ------------- --------------
Total other income (expense) 2,000 (73,981) 24,668 (224,029)
------------- ------------- ------------- --------------
Loss before extraordinary item (55,198) (225,139) (130,709) (694,534)
Gain on extinguishment of debt
(no applicable income taxes) - - 1,477,401 -
------------- ------------- ------------- --------------
Net income (loss) $ (55,198) $ (225,139) $ 1,346,692 $ (694,534)
============= ============= ============= ==============
Basic net income (loss) per share:
Loss before extraordinary item $ (0.01) $ (0.09) $ (0.03) $ (0.29)
Extraordinary gain 0.00 0.00 0.31 0.00
------------- ------------- ------------- --------------
Net income (loss) $ (0.01) $ (0.09) $ 0.28 $ (0.29)
============= ============= ============= ==============
Diluted net income (loss) per share:
Loss before extraordinary item $ (0.01) $ (0.09) $ 0.00 $ (0.29)
Extraordinary gain 0.00 0.00 0.31 0.00
------------- ------------- ------------- --------------
Net income (loss) $ (0.01) $ (0.09) $ 0.31 $ (0.29)
============= ============= ============= ==============
Weighted average:
Basic number of shares outstanding 5,980,301 2,380,301 4,780,301 2,380,301
============= ============= ============= ==============
Diluted number of shares outstanding 5,980,301 2,380,301 4,780,301 2,380,301
============= ============= ============= ==============
4
FOUNTAIN PHARMACEUTICALS, INC.
UNAUDITED STATEMENT OF STOCKHOLDERS' DEFICIT
FOR THE PERIOD FROM SEPTEMBER 30, 2001 THROUGH JUNE 30, 2002
Class B
Preferred Stock Common Stock Common Stock Additional
------------------ ------------------ -------------- Paid-in Accumulated
Shares Amount Shares Amount Shares Amount Capital Deficit Total
--------- ------ --------- ------ ------ ------ ----------- ------------ -----------
Balance, September 30, 2001 2,000,000 $2,000 2,375,796 $2,376 4,505 $ 5 $17,094,106 $(18,712,062) $(1,613,575)
Issuance of stock - - 3,500,000 3,500 100,000 100 176,400 180,000
Capital contribution via
return of shares (2,000,000) (2,000) - - - - 2,000 - -
Net income for the quarter - - - - - - - 1,346,692 1,346,692
--------- ------ --------- ------ ----- ---- ----------- ------------ -----------
Balances, June 30, 2002 - $ - 5,875,796 $5,876 104,505 $105 $17,272,506 $(17,365,370) $ (86,883)
========= ====== ========= ====== ======= ==== =========== ============ ===========
5
FOUNTAIN PHARMACEUTICALS, INC.
UNAUDITED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED JUNE 30, 2002 AND 2001
Nine Months Ended June 30,
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2002 2001
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Cash flows from operating activities:
Net income (loss) $ 1,346,692 $ (694,534)
Adjustments to reconcile net income (loss) to net cash flows from
operating activities:
Expenses funded by issuance of options and warrants 7424
Gain on extinguishment of debt (1,477,401) -
Loss on sale of furniture and equipment 289
Depreciation expense - 35,009
Amortization expense - 163,939
Increase (decrease) in cash due to changes in
Accounts receivable - -38,406
Inventory - 78,328
Prepaid expenses and other assets 3,659 6,720
Accounts payable and other accrued expenses (141,166) 202,317
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Net cash flows from operating activities (268,216) (238,914)
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Cash flows from investing activities:
Patent costs incurred - (6,055)
Proceeds from sale of furniture and equipment - 250
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Net cash flows from investing activities - (5,805)
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Cash flows from financing activities:
Proceeds from issuance of 6% convertible debenture 100,000 -
Proceeds from sale of common stock 180,000 -
Officer and director loans - 240,500
Repayment of note payable, bank - (31,609)
----------------- -----------------
Net cash flows from financing activities 280,000 208,891
----------------- -----------------
Change in cash 11,784 (35,828)
Cash, beginning of period 3,333 88,687
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Cash, end of period $ 15,117 $ 52,859
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SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for interest $ - $ 1,789
================= =================
SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING ACTIVITIES:
In the third quarter of 2002, a capital contribution of $2,000 was funded via a
return of preferred shares to the Company.
6
FOUNTAIN PHARMACEUTICALS, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED JUNE 30, 2002
(UNAUDITED)
1. Unaudited interim financial statements
The interim financial statements of Fountain Pharmaceuticals, Inc. (the
"Company") which are included herein are unaudited and have been
prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form
10-QSB. In the opinion of management, these interim financial
statements include all the necessary adjustments to fairly present the
results of the interim periods, and all such adjustments are of a
normal recurring nature. The interim financial statements should be
read in conjunction with the audited financial statements for the two
years ended September 30, 2001 included in the Company's Annual Report
on Form 10-KSB for the year then ended. The report of the Company's
independent auditors for the year ended September 30, 2001 contains an
explanatory paragraph as to the substantial doubt of the Company's
ability to continue as a going concern. No adjustments have been made
to the accompanying financial statements to give effect to this
uncertainty.
The interim results reflected in the accompanying financial statements
are not indicative of the results of operations for a full fiscal year.
2. Issuance of Stock and Extraordinary Gain on Extinguishment of Debt:
On December 31, 2001, Park Street Acquisition Corporation (Park
Street), a Florida corporation, acquired 3,500,000 shares of the
Company's Class A common stock and 100,000 shares of Class B common
stock from the Company for $180,000. The proceeds of this sale were
utilized to pay all of the Company's outstanding liabilities at
December 31, 2001. Simultaneously, Park Street acquired 2,000,000
shares of Class A Preferred Stock from Fountain Holdings, LLC
("Holdings") and all Common Stock Purchase Warrants (the "Warrants") in
the name of Holdings to purchase shares of the Company's Class A Common
Stock. The aggregate purchase price paid to Holdings was $20,000,
allocated $8,000 towards the purchase of the Preferred Stock and
$12,000 towards the purchase of the warrants. As a result of these
transactions, Park Street became the "control person" of Fountain
Pharmaceuticals, Inc. ("Fountain"), as that term is defined in the
Securities Act of 1933, as amended. In connection with these
transactions, the Board of Directors of the Company nominated Brendon
K. Rennert to the Board of Directors and all former officers and
directors delivered their letters of resignation to the Company. Mr.
Rennert was named CEO, President and Secretary of the Company.
In connection with the acquisitions by Park Street, the related party
unsecured lender released and discharged the Company from its
obligations due pursuant to the unsecured line of credit, and from any
other debt or obligation owing himself or related entities by the
Company. As a result the Company has recognized an extraordinary gain
of $1,477,401 for the extinguishment of the debt and related accrued
interest.
Subsequent to closing, Park Street and the Company agreed to retire the
Warrants. In May 2002, Park Street also agreed to return the Preferred
Stock to the Company, at which time, no Preferred Stock will be issued
and outstanding.
7
3. Management's plans regarding operations and subsequent events:
As discussed in further detail in the Company's Annual Report on Form
10-KSB and its first quarter report on Form 10-QSB, the Company
suspended operations in July 2001. Operations subsequent to that,
consisting only of expenses necessary to maintain the public shell,
have primarily been funded through related party borrowings
(subsequently forgiven) through December 31, 2001, the issuance of
common stock discussed in Note 2, and $100,000 generated through the
issuance of debentures. On February 20, 2002 the Company issued a 6%
Subordinated Convertible Debenture due May 31, 2002 in the principal
amount of $100,000 through the issuance of debentures. This Debenture
is convertible into the Company's common stock at $1.00 per share. To
date, despite the fact the Debenture is past due, the Company has not
repaid the Debenture holder, nor has the Debenture holder made a demand
for payment.
Since the Company no longer has assets except the Company's public
shell, it no longer has the ability to generate revenue; therefore, the
Company is not in the position to continue as a going concern.
The Company has reached an agreement to acquire all of the issued and
outstanding shares of SiriCOMM, Inc. As of the date hereof the Company
has 5,980,301 shares of common stock outstanding, including 104,505
shares of Class B common stock. In accordance with the terms of the
agreement with SiriCOMM, Inc., the Company is obligated to issue the
equivalent of 577,391,565 pre 60 for 1 split shares or 9,623,193 post
60 for 1 split shares to the SiriCOMM shareholders. In addition, the
Company has agreed to issue the equivalent of 15.5% of the combined
entity on a fully diluted basis or 108,110,580 pre 60 for 1 split or
1,801,843 post 60 for 1 split shares to retire $1,000,000 of
convertible debentures issued by SiriCOMM. Accordingly, after the
effective date of the amendment and the closing with SiriCOMM, the new
combined entity will have approximately 11,624,797 shares of common
stock issued and outstanding (including the conversion of the $100,000
debenture into 100,000 shares of the Company's post-split common
stock). The shareholders and debenture holders of SiriCOMM based on a
60 for 1 reverse split will own 99% of the Company upon the
consummation of the transaction. There can be no assurance that any
such transactions will be successfully completed by the Company.
8
Item 2: Management's Discussion and Analysis of Financial Condition and Results
of Operations
Background
Fountain Pharmaceuticals, Inc. (the "Company"), incorporated in the
State of Delaware on March 23, 1989, was organized to develop and commercialize
certain proprietary compound encapsulation technologies for use in health care,
agricultural, veterinary and consumer market items using technologies developed
privately and assigned to the Company.
As a result of significant losses during fiscal year ended September
30, 1998, the Company substantially utilized its working capital resources. In
order to provide working capital, the Company entered into a secured credit
arrangement ("Secured Credit Agreement") with a related party as of December 31,
1998. The credit agreement provided for a two-year line of credit of up to
$1,500,000 subject to the Company satisfying certain agreed upon quarterly
operating budget guidelines.
During fiscal year ended September 30, 1999, the Company fully utilized
the $1,500,000 line of credit. During fiscal years ended September 30, 2000 and
2001, the Company received additional unsecured advances, the terms of which
were never memorialized in writing.
The Company continued to incur losses and had a working capital deficit
at June 21, 2001. Through June 21, 2001 these losses had been principally funded
through sales of preferred stock ($2,500,000) to an entity controlled by the
Company's then current Chairman of the Board and advances of $2,716,500 from a
related party which included a secured line of credit of $1,500,000 ("Secured
Credit Agreement"). On June 21, 2001, the Company was notified that the Company
that it was in default under the Secured Credit Agreement dated December 31,
1998. The lender requested immediate payment of the $1,500,000 principal and
accrued interest due under the Secured Credit Agreement and, in the event such
payments were not forthcoming on or before July 2, 2001, notice was given that
the lender would take action to take possession of the Company's assets and
other collateral as defined in the Secured Credit Agreement.
As the Company was not in a financial position to make the required
payment, the Company's Board of Directors voted on June 28, 2001 to comply with
the agreement and transfer the assets of the Company at the close of business on
July 6, 2001 to the lender. As a result, the secured debt was satisfied through
this transfer of assets, although the unsecured facility remained outstanding.
On December 31, 2001, in connection with the sale by affiliates of the lender of
all securities in the Company, the lender released and discharged the Company
from all of its obligations due. As of December 31, 2001, the outstanding
principal balance due to the lender was $1,256,809 plus estimated accrued
interest of $225,000,
As the Company had no significant assets subsequent to July 6, 2001, it
no longer had the ability to generate revenue to pay its unsecured liabilities;
therefore, the Company was not in the position to continue as a going concern.
Accordingly, the Company's Board of Directors suspended operations. Through
December 30, 2001, the Company's Board of Director's retained only one employee,
the Interim Chief Financial Officer/Director of Finance and Administration, who
assisted in the transfer of assets to the lender.
9
On December 31, 2001, Park Street Acquisition Corporation, a Florida
corporation, acquired 3,500,000 shares of the Company's Class A common stock,
100,000 shares of Class B common stock from the Company for $180,000. The
proceeds of this sale were utilized to pay all of the Company's outstanding
liabilities at December 31, 2001. Simultaneously, Park Street acquired 2,000,000
shares of Class A Preferred Stock from Fountain Holdings, LLC.
As a result of these transactions, Park Street became the "control
person" of Fountain Pharmaceuticals, as that term is defined in the Securities
Act of 1933, as amended. In connection with these transactions, the Board of
Directors of the Company nominated Brendon K. Rennert to the Board of Directors
and all former officers and directors delivered their letters of resignation to
the Company. Mr. Rennert was named CEO, President and Secretary of the Company.
Anticipated Merger
The Company has negotiated a Securities Exchange Agreement with the
shareholders of SiriCOMM, Inc., pursuant to which the Company will issue the
equivalent of 577,391,565 shares of its common stock to the SiriCOMM
shareholders. Additionally, pursuant to the Securities Exchange Agreement, the
Company has agreed to issue the equivalent of 15.5% of the combined entity on a
fully diluted basis or 108,110,580 pre-split shares of its common stock to
retire $1,000,000 of convertible debentures issued by SiriCOMM, Inc.
In order to consummate the acquisition of SiriCOMM, Inc. the Company
has mailed an Information Statement to its shareholders in connection with a
proposed action by written consent to authorize and approve an amendment and
restatement of the Company's Certificate of Incorporation which:
o changes the name of the Company to "SiriCOMM, Inc.";
o combines the outstanding shares of common stock into a single
class of common stock;
o reverse splits the outstanding shares of the Company's common
stock up to one-for-sixty ("Reverse Split");
o decreases the par value of the Company's common stock
resulting from the Reverse Split form $.06 to $.001;
o increases the number of shares of common stock the Company is
authorized to issue after the reverse split to 50,000,000; and
o increases the number of shares of preferred stock, $.001 par
value, the Company is authorized to issue from 2,000,000 to
5,000,000.
10
In response to written comments from the Securities and Exchange
Commission ("SEC") dated May 2, 2002, the Company elected to postpone taking the
corporate actions described above. The Company refiled a revised Preliminary
Information Statement on Schedule 14C with the SEC on July 11, 2002. On July 26,
2002, the Company received written comments from the SEC regarding its revised
Preliminary Information Statement. The Company intends to respond to the
comments as soon as practicable by filing an amended Preliminary Information
Statement. Once the SEC clears the comments, the Company intends on instituting
these actions and completing the acquisition of SiriCOMM 20 days after a
Definitive Information Statement is filed with the SEC and mailed to our
shareholders.
Based upon the 5,980,301 shares of common stock (including the shares
of Class B common stock) outstanding on the Record Date (July 22, 2002), a 60
for 1 Reverse Split would decrease the outstanding shares of common stock by
98.3% or to approximately 99,672 shares. Upon the completion of the acquisition
of SiriCOMM and the conversion of the $100,000 debenture into 100,000 shares,
there will be approximately 11,674,797 shares of post-split common stock issued
and outstanding. In addition, at closing, Mr. Rennert will resign as the
Company's sole officer and director and SiriCOMM appointees will be appointed as
officers and directors of the Company.
SiriCOMM, Inc. is a broadband wireless service provider serving the
marine and highway transportation industries. SiriCOMM has integrated multiple
technologies including satellite communications, the Internet (and intranets),
wireless networking and productivity enhancing software. SiriCOMM's patent
pending network architecture enables subscribers to transmit data at speeds 20
to 100 times faster than other wireless solutions. Moreover, SiriCOMM's unique
software solutions leverage this ultra high-speed data network to deliver
significant cost reduction and productivity improvement opportunities to users.
From its central hub server co-located at the satellite teleport,
SiriCOMM receives and transmits data on a "point to broadcast" high-speed
network between multiple wireless local area networks installed in strategic
locations. For a flat, low monthly fee, subscribers have access to a suite of
productively software, the Internet, e-mail, proprietary company intranet
information, etc. The network supports multiple user devices to include
802.11b-compatible PalmOS(TM) wireless handheld devices from the most mobile
subscribers.
Results of Operations
Three Months ended June 30, 2002 compared with the Three Months ended
June 30, 2001
During the three months ended June 30, 2002, the Company had no
revenues compared to revenues of $266,629 for the three months ended June 30,
2001. The Company's lack of revenues for the quarter ended June 30, 2002 was a
result of the suspension of the Company's operations on July 6, 2001. The
Company had a net loss of $53,198 for the quarter ended June 30, 2002 compared
to a net loss of $225,139 for the quarter ended June 30, 2001. This decrease in
losses is directly attributable to the Company's decision to suspend operations
on July 6, 2001.
11
During the quarter ended June 30, 2002, the Company incurred operating
expenses of $53,198, representing a decrease of $296,968 or approximately 84.8%
over operating expenses of $350,166 for the prior quarter ending June 30, 2001.
This decrease in operating expenses was primarily due to reduction in personnel,
legal fees, clinical research studies, and sales and marketing expenses, coupled
with the suspension of operations in July 2001.
During the quarter ended June 30, 2002, the Company incurred $1,000 in
interest expense compared to an interest expense of $72,809 for the prior
quarter ending June 30, 2001. This decrease in interest expense is associated
with the forgiveness of the secured and unsecured lines of credit. (See
"Liquidity and Capital Resources.")
Nine Months ended June 30, 2002 compared with the Nine Months ended
June 30, 2001
During the nine months ended June 30, 2002 the Company had no revenues
compared to revenues of $648,890 for the nine months ended June 30, 2001. The
Company's lack of revenues for the nine months ended June 30, 2002 was a result
of the suspension of the Company's operations in July 2001. The Company had a
net income of $1,348,692 for the nine months ended June 30, 2002 compared to a
net loss of $694,534 for the nine months ended June 30, 2001. This increase of
$2,043,226 is primarily a result of the forgiveness of debt by a related party
($1,477,401) partially offset by losses resulting from the Company's decision to
suspend operations as of July 6, 2001.
During the nine months ended June 30, 2002 the Company incurred
operating expenses of $106,041, representing a decrease of $894,178 or 89.4%
over operating expenses of $1,000,219 for the nine months ending June 30, 2001.
This decrease in operating expenses was primarily due to reduction in personnel,
legal fees, clinical research studies, and sales and marketing expenses coupled
with the suspension of operations in July 2001.
During the nine months ended June 30, 2002, the Company incurred
interest expense of $24,667, a 90% decrease over interest expense of $223,615
for the prior nine months ending June 30, 2001. This decrease in interest
expense is associated with the forgiveness of the secured and unsecured lines of
credit. (See "Liquidity and Capital Resources")
Liquidity and Capital Resources
During the nine months ending June 30, 2002, the Company has financed
its operation primarily through the sale of convertible debentures. On February
20, 2002, the Company issued a 6% Subordinated Convertible Debenture due May 31,
2002 in the principal amount of $100,000. This Debenture is convertible into the
Company's common stock at $1.00 per share. To date, despite the fact the
Debenture is past due, the Company has not repaid the Debenture holder, nor has
the Debenture holder made a demand for payment.
As of July 19, 2002, the Company remains a "shell" company. The Company
plans to complete the acquisition of SiriCOMM during August 2002 at which time
the debenture is expected to be converted to equity. SiriCOMM is a Development
stage broadband wireless applications service provider servicing the marine and
highway transportation industries. Upon completion of the merger, management of
SiriCOMM believes it will be able to raise $6 - $10 million, which will be
utilized to finalize its development stage activities and commence marketing
activities.
12
Forward Looking Statements. This report contains certain forward-looking
statements that are based on current expectations. In light of the important
factors that can materially affect results, including those set forth above and
elsewhere in this report, the inclusion of forward-looking information herein
should not be regarded as a representation by the Company or any other person
that the objectives or plans of the Company will be achieved. The Company may
encounter competitive, technological, financial and business challenges making
it more difficult than expected to continue to market its products and services;
competitive conditions within the industry may change adversely; the Company may
be unable to retain existing key management personnel; the Company's forecasts
may not accurately anticipate market demand; and there may be other material
adverse changes in the Company's operations or business. Certain important
factors affecting the forward looking statements made herein include, but are
not limited to (i) accurately forecasting capital expenditures and (ii)
obtaining new sources of external financing. Assumptions relating to budgeting,
marketing, product development and other management decisions are subjective in
many respects and thus susceptible to interpretations and periodic revisions
based on actual experience and business developments, the impact of which may
cause the Company to alter its capital expenditure or other budgets, which may
in turn affect the Company's financial position and results of operations.
13
PART II - OTHER INFORMATION
Item 1: Legal Proceedings
None
Item 2: Changes in Securities and Use of Proceeds
(a) None
(b) None
(c) None
(d) Not Applicable
Item 3.: Defaults upon Senior Securities
None
Item 4.: Submission of Matters to a Vote of Security Holders
On or about August 2, 2002, the Company intended to mail an Information
Statement to its shareholders of record on July 26, 2002 in connection with the
Company's proposed acquisition of SiriCOMM. The Company's sole officer, director
and majority shareholder has, by written consent, authorized and approved:
o changing the name of the Company to "SiriCOMM, Inc.";
o combining the outstanding shares of common stock into a single
class of common stock;
o reverse splitting the outstanding shares of the Company's
common stock up to one-for-sixty ("Reverse Split");
o decreasing the par value of the Company's common stock
resulting from the Reverse Split to $.001;
o increasing the number of shares of common stock the Company is
authorized to issue after the reverse split to 50,000,000;
o increasing the number of shares of preferred stock, $.001 par
value, the Company is authorized to issue from 2,000,000 to
5,000,000; and
o the adoption of the Company's 2002 Equity Incentive Plan.
14
In response to written comments from the Securities and Exchange
Commission ("SEC") dated May 2, 2002, the Company elected to postpone taking the
corporate actions described above. The Company refiled a revised Preliminary
Information Statement on Schedule 14C with the SEC on July 11, 2002. On July 26,
2002, the Company received written comments from the SEC regarding its revised
Preliminary Information Statement. The Company intends to respond to the
comments as soon as practicable by filing an amended Preliminary Information
Statement. Once the SEC clears the comments, the Company intends on instituting
these actions and completing the acquisition of SiriCOMM 20 days after a
Definitive Information Statement is filed with the SEC and mailed to our
shareholders.
Item 5.: Other Information
As discussed above, the Company has reached an agreement to acquire all
of the issued and outstanding shares of SiriCOMM. As of the date hereof there
are 5,980,301 shares of common stock outstanding, including 104,505 shares of
Class B common stock. In accordance with the terms of the agreement with
SiriCOMM, the Company is obligated to issue the equivalent of 577,391,565 pre 60
for 1 split shares or 9,623,193 post 60 for 1 split shares to the SiriCOMM
shareholders. In addition, the Company has agreed to issue the equivalent of
15.5% of the combined entity on a fully diluted basis or 108,110,580 pre 60 for
1 split or 1,801,843 post 60 for 1 split shares to retire $1,000,000 of
convertible debentures issued by SiriCOMM. Accordingly, after the effective date
of the amendment and the closing with SiriCOMM, the new combined entity will
have approximately 11,624,797 shares of common stock issued and outstanding
(including the conversion of the $100,000 debenture into 100,000 shares of the
Company's common stock). The shareholders and debenture-holders of SiriCOMM will
own 99% of the Company upon the consummation of the transaction.
Item 6: Exhibits and Reports on Form 8-K
(a) The following exhibits are filed as part of this report:
99.1 Certification pursuant to 18 U.S.C. Section 1350 by
the Company's Chief Executive Officer
99.2 Certification pursuant to 18 U.S.C. Section 1350 by
the Company's Chief Financial Officer
(b) Reports on Form 8-K
None
15
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: August 1, 2002 FOUNTAIN PHARMACEUTICALS, INC.
By: /s/ Brendon K. Rennert
------------------------------------------
Brendon K. Rennert, President and
Principal Executive and Financial Officer
16