x
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QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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o
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
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ANGIOGENEX,
INC.
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(Exact
name of small business issuer as specified in its
charter)
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NEVADA
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86-0945116
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(State
or other jurisdiction of incorporation
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(I.R.S.
Employer
|
|
or
organization)
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Identification
No.)
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425
Madison Ave. Suite 902, New York, New York 10017
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(Address
of principal executive offices)
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(212)
874-6608
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(Issuer’s
telephone number)
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(Former
name, former address and former fiscal year, if changed since last
report)
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PART
I.
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FINANCIAL
INFORMATION
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||
Item
1.
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Financial
Statements
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||
Balance
Sheets as of March 31, 2008 (unaudited) and December 31, 2007
(audited)
|
1
|
||
Statements
of Operations (unaudited) for the three months and nine months ended
March
31, 2008 and 2007
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2
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||
Statements
of Cash Flows (unaudited) for the nine months ended March 31, 2008
and
2007
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3
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||
Condensed
Notes to Financial Statements
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4
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||
Item
2.
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Management’s
Discussion and Analysis or Plan of Operations
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9
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Item
3.
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Controls
and Procedures
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13
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PART
II.
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OTHER
INFORMATION
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14
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|
Item
6.
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Exhibits
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14
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March 31,
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|||||||
2008
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December 31,
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||||||
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(unaudited)
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2007
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|||||
ASSETS | |||||||
CURRENT
ASSETS
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|||||||
Cash
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$
|
13,299
|
$
|
45,406
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|||
Prepaid
expenses
|
739
|
6,122
|
|||||
Receivable
|
50,000
|
50,000
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|||||
TOTAL
CURRENT ASSETS
|
64,038
|
101,528
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|||||
PROPERTY
AND EQUIPMENT
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|||||||
Equipment,
net of depreciation
|
1,035
|
1,190
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|||||
TOTAL
PROPERTY AND EQUIPMENT
|
1,035
|
1,190
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|||||
TOTAL
ASSETS
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$
|
65,073
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$
|
102,718
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|||
LIABILITIES
AND STOCKHOLDERS' DEFICIT
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|||||||
CURRENT
LIABILITIES
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|||||||
Accrued
expenses
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$
|
289,184
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$
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273,442
|
|||
Accrued
expenses - related parties
|
171,361
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148,793
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|||||
Notes
payable
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11,000
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11,000
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|||||
Notes
payable, related parties
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35,000
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35,000
|
|||||
Accrued
interest
|
6,525
|
4,859
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|||||
TOTAL
CURRENT LIABILITIES
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513,070
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473,094
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|||||
LONG-TERM
LIABILITIES
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|||||||
Settlement
payable
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32,500
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35,000
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|||||
32,500
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35,000
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||||||
COMMITMENTS
AND CONTINGENCIES
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|||||||
STOCKHOLDERS'
DEFICIT
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|||||||
Preferred
stock, 5,000,000 shares authorized, $0.001 par value; no shares issued
and
outstanding
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-
|
-
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|||||
Common
stock, 70,000,000 shares authorized, $0.001 par value; 21,072,906
and
21,053,406 shares issued and outstanding, respectively
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21,073
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21,053
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|||||
Additional
paid-in capital
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2,776,505
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2,770,675
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|||||
Stock
options, warrants, and beneficial conversion rights
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912,379
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912,379
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|||||
Accumulated
deficit during development stage
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(4,190,454
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)
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(4,109,483
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)
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|||
TOTAL
STOCKHOLDERS' DEFICIT
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(480,497
|
)
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(405,376
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)
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|||
TOTAL
LIABILITIES AND STOCKHOLDERS' DEFICIT
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$
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65,073
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$
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102,718
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March
, 1999
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||||||||||
Three Months Ended
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(Inception) to
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|||||||||
March,
31
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March 31,
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|||||||||
2008
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2007
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2008
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||||||||
(unaudited)
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(unaudited)
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(unaudited)
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||||||||
REVENUES
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$
|
-
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$
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-
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$
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50,000
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||||
EXPENSES
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||||||||||
Research
and development
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5,869
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1,431
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1,673,684
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|||||||
Consulting
|
-
|
-
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109,666
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|||||||
Licenses
and fees
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-
|
-
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155,000
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|||||||
Professional
fees
|
46,684
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12,383
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1,423,556
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|||||||
General
and administrative
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25,543
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5,342
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298,414
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|||||||
TOTAL
OPERATING EXPENSES
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78,096
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19,156
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3,660,320
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|||||||
LOSS
FROM OPERATIONS
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(78,096
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)
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(19,156
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)
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(3,610,320
|
)
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||||
OTHER
INCOME (EXPENSES)
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||||||||||
Other
income
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-
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-
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464,688
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|||||||
Interest
income
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-
|
-
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7,236
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|||||||
Finance
costs
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(2,875
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)
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(54,342
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)
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(1,052,058
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)
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||||
TOTAL
OTHER INCOME (EXPENSES)
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(2,875
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)
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(54,342
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)
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(580,134
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)
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||||
LOSS
BEFORE INCOME TAXES
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(80,971
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)
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(73,498
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)
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(4,190,454
|
)
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||||
INCOME
TAXES
|
-
|
-
|
-
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|||||||
NET
LOSS
|
$
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(80,971
|
)
|
$
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(73,498
|
)
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$
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(4,190,454
|
)
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|
NET
LOSS PER COMMON SHARE,
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||||||||||
BASIC
AND DILUTED
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$
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(0.00
|
)
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$
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(0.00
|
)
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||||
WEIGHTED
AVERAGE NUMBER OF COMMON STOCK SHARES OUTSTANDING,
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||||||||||
BASIC
AND DILUTED
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21,060,692
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20,368,396
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Three Months Ended
March 31,
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Period from
March, 1999(Inception) to
March 31,
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|||||||||
2008
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2007
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2008
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||||||||
(unaudited)
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(unaudited)
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(unaudited)
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||||||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
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||||||||||
Net
loss
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$
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(80,971
|
)
|
$
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(73,498
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)
|
$
|
(4,190,454
|
)
|
|
Adjustments
to reconcile net loss to net cash used by operating
activities:
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||||||||||
Depreciation
|
155
|
155
|
6,814
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|||||||
Services
paid by issuance of common stock
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-
|
-
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526,450
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|||||||
Services
paid by issuance of common stock options
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-
|
-
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289,557
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|||||||
Amortization
of warrants and beneficial conversion
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-
|
52,571
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948,929
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|||||||
Non
cash financing & other charges
|
-
|
-
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6,285
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|||||||
(Increase)
decrease in prepaid expenses
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5,383
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(29,609
|
)
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(739
|
)
|
|||||
(Increase)
decrease in receivables
|
-
|
-
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(50,000
|
)
|
||||||
Increase
(decrease) in accrued expenses
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15,742
|
17,005
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287,762
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|||||||
Increase
(decrease) in accrued expenses, related party
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22,568
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(9,165
|
)
|
172,783
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||||||
Increase
(decrease) in accrued interest
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1,666
|
533
|
96,639
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|||||||
Increase
(decrease) in settlement payable
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(2,500
|
)
|
-
|
32,500
|
||||||
Net
cash used in operating activities
|
(37,957
|
)
|
(42,008
|
)
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(1,873,474
|
)
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||||
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
||||||||||
Purchase
of equipment
|
-
|
-
|
(7,849
|
)
|
||||||
Net
cash used in investing activities
|
-
|
-
|
(7,849
|
)
|
||||||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||||||||
Proceeds
from bridge loan
|
-
|
-
|
875,000
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|||||||
Payment
of notes payable - related party
|
-
|
-
|
(25,000
|
)
|
||||||
Payment
of notes payable
|
-
|
-
|
(35,000
|
)
|
||||||
Proceeds
from notes payable
|
-
|
80,000
|
191,000
|
|||||||
Issuance
of stock for cash - net
|
5,850
|
27,930
|
888,622
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|||||||
Net
cash provided by financing activities
|
5,850
|
107,930
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1,894,622
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|||||||
Net
increase (decrease) in cash
|
(32,107
|
)
|
65,922
|
13,299
|
||||||
Cash,
beginning of period
|
45,406
|
4,386
|
-
|
|||||||
Cash,
end of period
|
$
|
13,299
|
$
|
70,308
|
$
|
13,299
|
||||
SUPPLEMENTAL
CASH FLOW DISCLOSURES:
|
||||||||||
Cash
paid for interest and income taxes:
|
||||||||||
Interest
expense
|
$ |
$
|
-
|
$
|
-
|
|||||
Income
taxes
|
$
|
-
|
$
|
-
|
$
|
-
|
||||
NON-CASH
INVESTING AND FINANCING ACTIVITIES:
|
||||||||||
Services
paid by issuance of stock
|
$
|
-
|
$
|
-
|
$
|
526,450
|
||||
Services
paid by issuance of stock options
|
$
|
-
|
$
|
-
|
$
|
274,735
|
||||
Offering
costs paid by issuance of stock options
|
$
|
-
|
$
|
-
|
$
|
14,822
|
||||
Conversion
of debt to equity
|
$
|
-
|
$
|
-
|
$
|
960,000
|
·
|
our
existing capital resources and interest earned on that
capital;
|
·
|
royalty
income, if any, from licensed product sales by BioCheck,
Inc.;
|
·
|
annual
minimum royalty payments from BioCheck if aggregate royalty income
received by AngioGenex during the twelve months ending in the second
quarter of 2009 is less than
$50,000;
|
·
|
through
future private placement financing.
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(a) |
Exhibits
|
31.1 |
Certification
of Principal Executive Officer pursuant to rule 13a-14(a)/15d-14(a),
as
adopted pursuant to Section 302 of the Sarbannes-Oxley Act of
2002.
|
31.2 |
Certification
of Principal Financial Officer pursuant to rule 13a-14(a)/15d-14(a),
as
adopted pursuant to Section 302 of the Sarbannes-Oxley Act of
2002.
|
32.1 |
Certification
of the Principal Executive Officer pursuant to 18 U.S.C. Section
1350, as
adopted pursuant to Section 906 of the Sarbannes-Oxley Act of
2002.
|
32.2 |
Certification
of the Principal Financial Officer pursuant to 18 U.S.C. Section
1350, as
adopted pursuant to Section 906 of the Sarbannes-Oxley Act of
2002.
|
ANGIOGENEX,
INC.
|
||
By:
|
/s/
Richard Salvador
|
|
Richard
Salvador, Ph.D.
|
||
President
and Chief Executive Officer
|
||
By:
|
/s/
Martin Murray
|
|
Martin
Murray
|
||
Chief
Financial Officer, Secretary, and
Treasurer
(Principal Financial and
Accounting
Officer)
|