UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Quarterly Period Ended March 31, 2005
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Transition Period from _________ to _________
Commission file number: 000-50590
REXAHN PHARMACEUTICALS, INC.
(Exact name of registrant as specified on its charter)
Delaware 11-3516358
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
9620 Medical Center Drive
Rockville, Maryland 20850
(Address of principle executive offices)
(240) 268-5300
(Registrant's telephone number, including area code)
CORPORATE ROAD SHOW.COM INC.
80 Orville Drive, Suite 100
Bohemia, New York 11716
(Former name, former address and former fiscal year, if changed since
last report)
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 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 90 days. Yes [X] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
State the number of shares outstanding of each of the registrant's classes of
common equity, as of the latest practicable date: 41,538,630 shares issued and
outstanding as of May 16, 2005
REXAHN PHARMACEUTICALS, INC.
INDEX
PAGE(S)
PART I FINANCIAL INFORMATION
Item 1. Financial Statements:
Balance Sheets - March 31, 2005 (unaudited) and December
31, 2004 3
Statements of Operations - Three Months Ended March 31, 2005
and 2004 (unaudited) 4
Statements of Cash Flows - Three Months Ended March 31, 2005
and 2004 (unaudited) 5
Notes to Interim Financial Statements (unaudited) 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 8
Item 3. Controls and Procedures 9
PART II OTHER INFORMATION
Item 1. Legal Proceedings 10
Item 2. Changes in Securities 10
Item 3. Defaults upon Senior Securities 10
Item 4. Submission of Matters to a Vote of Security Holders 10
Item 5. Other Information 10
Item 6. Exhibits 10
EXPLANATORY NOTE - SUBSEQUENT EVENT:
Pursuant to an Agreement and Plan of Merger dated as of January 20, 2005 by and
among Corporate Road Show.Com Inc. (the "Company"), CRS Merger Sub, a Delaware
corporation and wholly owned subsidiary of the Company ("Merger Sub"), CRS
Delaware, a Delaware corporation and a wholly owned subsidiary of the Company
("CRS Delaware"), and Rexahn, Corp, a Maryland corporation ("Rexahn"), and
immediately after giving effect to a 1-for-100 reverse stock split and the
reincorporation of the Company as a Delaware corporation under the name "Rexahn
Pharmaceuticals, Inc." ("Rexahn Pharmaceuticals"), Merger Sub merged with and
into Rexahn, with Rexahn surviving as a wholly owned operating subsidiary of
Rexahn Pharmaceuticals (the "Merger"). The Merger was effective as of May 13,
2005, upon the filing of Articles of Merger with the Maryland State Department
of Taxation and Assessments and a Certificate of Merger with the Delaware
Secretary of State. For accounting purposes, the Merger is accounted for as a
reverse acquisition of the Company by Rexahn. As a result, following the Merger,
the historical financial statements of Rexahn will become the historical
financial statements of the Company. This Quarterly Report on Form 10-QSB
presents the financial information and related Management's Discussion and
Analysis of Financial Condition and Results of Operations of the Company as it
existed as of March 31, 2005, prior to completion of the Merger. See the
Company's Current Report on Form 8-K filed on May 16, 2005 for financial
information for Rexahn and pro forma financial information for Rexahn
Pharmaceuticals.
PART I - FINANCIAL INFORMATION
ITEM 1. - FINANCIAL STATEMENTS
CORPORATE ROAD SHOW.COM, INC.
BALANCE SHEETS
March 31, December 31,
2005 2004
------------- ------------
(unaudited)
- ASSETS -
CURRENT ASSETS:
Cash $ - $ 6,600
Accounts receivable - 5,000
Prepaid expenses - 1,586
------------- -------------
TOTAL CURRENT ASSETS - 13,186
------------- -------------
EQUIPMENT, at cost less accumulated
depreciation of $7,114 for 2004 - 9,311
------------- -------------
OTHER ASSETS:
Deferred offering costs - -
Other assets - 1,050
------------- -------------
- 1,050
------------- -------------
$ - $ 23,547
============= =============
- LIABILITIES AND SHAREHOLDERS' EQUITY -
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ - $ 6,304
Payroll taxes withheld and accrued 9,182 9,259
Due to officer 107,589 118,046
------------- -------------
TOTAL CURRENT LIABILITIES 116,771 133,609
------------- -------------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Common stock, $.0001 par value;
500,000,000 shares authorized,
289,780,000 shares issued
and outstanding in 2005 and 2004 28,978 28,978
Additional paid-in capital 515,067 515,067
Accumulated deficit (660,816) (654,107)
------------- -------------
(116,771) (110,062)
------------- -------------
$ - $ 23,547
============= =============
See accompanying notes.
3
CORPORATE ROAD SHOW.COM, INC.
STATEMENTS OF OPERATIONS
(unaudited)
For The Three Months Ended
March 31,
---------------------------------
2005 2004
------------- -------------
REVENUES:
Fees for services $ - $ 38,000
Gain on sale of securities - 3,301
------------- -------------
- 41,301
------------- -------------
COSTS AND EXPENSES:
Production costs - 3,496
Computer expenses - 645
Compensation expense - 22,500
Payroll taxes - 2,245
Advertising and promotion - 2,767
Professional fees 514 21,863
Depreciation 274 822
Insurance 4,868 2,903
Rent 750 4,771
Other expenses 303 5,661
------------- -------------
6,709 67,673
------------- -------------
NET (LOSS) $ (6,709) $ (26,372)
============= =============
(LOSS) PER SHARE:
Basic and diluted $ - $ -
============= =============
Weighted average number of common
shares outstanding 289,780,000 269,534,450
============= =============
See accompanying notes.
4
CORPORATE ROAD SHOW.COM, INC.
STATEMENTS OF CASH FLOWS
(unaudited)
For The Three Months
Ended March 31,
-------------------------------
2005 2004
------------- -------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS:
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (6,709) $ (26,372)
Adjustments to reconcile net loss
to net cash (used) provided by
operating activities:
Depreciation 274 822
Gain on sale of investments - 3,301
Compensatory shares - 14,562
Changes in assets and liabilities:
Accounts receivable and other assets 5,000 -
Prepaid expenses 2,636 (130)
Accounts payable and accrued expenses (6,304) 288
Payroll taxes payable (77) 2,501
Due to officer (1,420) 15,800
------------- -------------
Net cash (used) provided by operating
activities (6,600) 10,772
------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investments held for sale - (21,419)
Proceeds from sale of investments - 11,469
------------- -------------
Net cash (used) by investing activities - (9,950)
------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Offering costs - (5,393)
Sale of equity units - 400
------------- -------------
Net cash (used) by financing activities - (4,993)
------------- -------------
NET (DECREASE) IN CASH AND CASH EQUIVALENTS (6,600) (4,171)
Cash and cash equivalents - beginning of period 6,600 16,775
------------ ------------
CASH AND CASH EQUIVALENTS - END OF PERIOD $ - $ 12,604
============ ============
SUPPLEMENTAL INFORMATION:
During the quarter ended March 31, 2005 the Company distributed equipment, with
a book value of $9,037, as partial payment of amounts owed to an officer of the
Company.
See accompanying notes.
5
CORPORATE ROAD SHOW.COM, INC.
NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS
MARCH 31, 2005
NOTE 1 - DESCRIPTION OF COMPANY / GOING CONCERN:
Corporate Road Show.Com Inc. (the "Company") was organized in the
state of New York on November 1, 1999. The Company is an
internet-based marketing operation which produces corporate videos
available on both the worldwide web via its website or in a
hardcopy format. The website serves as a portal for companies to
showcase their products and market their goods and services to the
business and financial communities. The Company has the
capabilities to offer clients custom-made "live" and "on demand"
video and audio productions as well as compact disk and DVD copies
by writing, shooting, editing and prepping in-house as well as
hosting such presentations on its website.
In the opinion of management, the accompanying unaudited interim
financial statements of Corporate Road Show.Com, Inc., contain all
adjustments (consisting of normal recurring accruals and
adjustments) considered necessary to present fairly the Company's
financial position as of March 31, 2005 and the results of its
operations and its cash flows for the three months ended March 31,
2005 and 2004. Operating results for the three months ended March
31, 2005 are not necessarily indicative of the results that may be
expected for the year ended December 31, 2005.
The accounting policies followed by the Company are set forth in
Note 2 to the Company's financial statements included in its
annual report on Form 10-KSB for the year ended December 31, 2004,
which is incorporated herein by reference. Specific reference is
made to this report for a description of the Company's securities
and the notes to financial statements included therein. The
accompanying unaudited interim condensed financial statements have
been prepared in accordance with accounting principles generally
accepted in the United States of America for interim financial
information and with the instructions to Form 10-QSB. Accordingly,
they do not include all of the information and footnotes required
by accounting principles generally accepted in the United States
of America.
The Company, since its inception, has incurred net losses of
$660,816 and at March 31, 2005, current liabilities exceeded
current assets by $116,771. As of December 31, 2004, net losses
aggregated $654,107 and current liabilities exceeded current
assets by $120,423. Accordingly, the Company's auditors issued a
going concern qualification on the December 31, 2004 financial
statements. See Note 3 for a discussion of a merger transaction.
NOTE 2 - DUE TO OFFICER:
As of March 31, 2005, the Company was indebted to its
officer/major shareholder in the amount of $107,589, which
represents unpaid payroll.
NOTE 3 - EQUITY / MERGER TRANSACTION:
On September 25, 2004, the Company amended its Certificate of
Incorporation to increase the authorized number of shares of
common stock from 20,000,000 to 500,000,000. In addition, the
Company effected a 50 for 1 forward split of its common stock. All
shares and per share amounts have been retroactively restated to
reflect this forward split.
On February 12, 2004, the Company's registration statement for an
initial public offering of its common stock was declared
effective. The Company intended to offer 2,500,000 shares of
common stock, at $1.00 per share, which included 500,000 shares of
common stock offered by a selling stockholder. The shares of
6
CORPORATE ROAD SHOW.COM, INC.
NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS
MARCH 31, 2005
NOTE 3 - EQUITY / MERGER TRANSACTION (CONTINUED):
Company common stock were to be offered and sold on a
self-underwritten basis by using Company officers, directors,
participating licensed broker-dealers or in private transactions.
The Company was unable to successfully complete this offering.
On January 20, 2005, the Company entered into an Agreement and
Plan of Merger (the "Merger Agreement") by and among the Company,
CRS Merger Sub, Inc., a Delaware corporation and a wholly owned
subsidiary of the Company ("Merger Sub"), CRS Delaware, Inc., a
Delaware corporation and a wholly owned subsidiary of the Company
("CRS Delaware"), and Rexahn, Corp, a Maryland corporation
("Rexahn"), pursuant to which immediately after giving effect to a
1-for-100 reverse stock split (the "Reverse Stock Split") and the
reincorporation of the Company as a Delaware corporation under the
name "Rexahn Pharmaceuticals, Inc." ("Rexahn Pharmaceuticals"),
Merger Sub will be merged with and into Rexahn (the "Merger") with
Rexahn as the surviving corporation and a wholly owned subsidiary
of the Company.
The Merger Agreement provides that upon the consummation of the
Merger, (i) each share of the issued and outstanding Rexahn common
stock (other than dissenting shares) will be converted into the
right to receive five shares of Rexahn Pharmaceuticals common
stock and (ii) each issued and outstanding option to purchase
shares of Rexahn common stock, whether vested or then exercisable,
will be converted into an option to purchase shares of Rexahn
Pharmaceuticals common stock. After the consummation of the
Merger, current stockholders of Rexahn will hold approximately
91.8% of the issued and outstanding common stock of Rexahn
Pharmaceuticals and current stockholders of the Company will hold
approximately 8.2% of the issued and outstanding Rexahn
Pharmaceuticals common stock.
Immediately prior to the Merger, the Company will reincorporate
itself in the State of Delaware by way of a merger of the Company
with and into CRS Delaware (the "Reincorporation") pursuant to an
Agreement and Plan of Merger dated January 20, 2005 between the
Company and CRS Delaware (the "Reincorporation Merger Agreement"),
whereby each share of common stock of the Company will be
converted into the right to receive one share (after giving effect
to the Reverse Stock Split), or in lieu of effecting the Reverse
Stock Split, one one-hundredth (1/100) of a share, of common stock
of Rexahn Pharmaceuticals.
The Merger Agreement has been approved by the boards of directors
of each of Rexahn and the Company. The consummation of the Merger
is subject to, among other things, (i) the approval by
stockholders of Rexahn of the Merger and the Merger Agreement,
(ii) subject to the approval of the Company's stockholders,
consummation of (A) the Reverse Stock Split and (B) the
Reincorporation, (iii) the execution and delivery of a Settlement
Agreement between Frank Ferraro and the Company and (iv) other
customary conditions. See Note 4 for a discussion of subsequent
events.
Rexahn is a biopharmaceutical company focused on the development
of signal inhibitor drug therapies for the treatment of cancer and
other diseases. Rexahn intends to develop and commercialize new
signal inhibitor cancer drugs with greater clinical benefits for
cancer patients. Rexahn's principal corporate offices are located
in Rockville, Maryland in Maryland's I-270 technology corridor.
NOTE 4 - SUBSEQUENT EVENTS:
The Reverse Stock Split, the Reincorporation and the Merger were
approved by the Company's stockholders at a special meeting of
stockholders held on May 12, 2005. As a result of the
Reincorporation, the Company became a Delaware corporation named
Rexahn Pharmaceuticals, Inc. and each share of the Company became
on one-hundredth of a share of Rexahn Pharmaceuticals common
stock. The Merger was completed on May 13, 2005.
7
ITEM 2. - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION:
RECENT DEVELOPMENTS
Pursuant to an Agreement and Plan of Merger dated as of January 20, 2005 (the
"Merger Agreement") by and among Corporate Road Show.Com Inc. (the "Company"),
CRS Merger Sub, a Delaware corporation and wholly owned subsidiary of the
Company ("Merger Sub"), CRS Delaware, a Delaware corporation and a wholly owned
subsidiary of the Company ("CRS Delaware"), and Rexahn, Corp, a Maryland
corporation ("Rexahn"), and immediately after giving effect to a 1-for-100
reverse stock split and the reincorporation of the Company as a Delaware
corporation under the name "Rexahn Pharmaceuticals, Inc." ("Rexahn
Pharmaceuticals"), Merger Sub merged with and into Rexahn, with Rexahn surviving
as a wholly owned operating subsidiary of Rexahn Pharmaceuticals (the "Merger").
The Merger was effective as of May 13, 2005, upon the filing of Articles of
Merger with the Maryland State Department of Taxation and Assessments and a
Certificate of Merger with the Delaware Secretary of State. For further details
on the Merger and the Merger Agreement, including financial and other
information about Rexahn, please see our Current Report on Form 8-K filed with
the Securities and Exchange Commission on May 16, 2005.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS:
Except for historical information contained herein, the matters set forth above
are forward-looking statements that involve certain risks and uncertainties that
could cause actual results to differ from those in the forward-looking
statements. Potential risks and uncertainties include such factors as the level
of business and consumer spending, the amount of sales of our products, the
competitive environment within our industry, the ability to continue to expand
our operations, the level of costs incurred in connection with our expansion
efforts, economic conditions and the financial strength of our customers and
suppliers.
This Quarterly Report contains certain statements that are forward-looking
statements within the meaning of the Private Litigation Reform Act of 1995.
Certain, but not necessarily all, of such statements can be identified by the
use of forward-looking words, such as "believes," "expects," "may," "will,"
"should," "estimates" or "anticipates" or the negative thereof or similar words.
All forward-looking statements involve known and unknown risks, uncertainties
and other factors, which may cause the actual transactions, results, performance
or achievements of the Company to be materially different from any future
transactions, results, performance or achievements expressed or implied by such
forward-looking statements. These may include, but are not limited to matters
described in the Company's Annual Report on Form 10-KSB for the year ended
December 31, 2004 and the Company's other filings with the Commission for the
Company, including its Current Report on Form 8-K filed on May 16, 2005.
Although the Company believes the expectations reflected in such forward-looking
statements are based upon reasonable assumptions and business opportunities, the
Company can give no assurance that their expectations will be attained or that
any deviations will not be material. The Company undertakes no obligation to
update or revise these forward-looking statements, whether as a result of new
information, future events or otherwise.
We commenced operations on July 1, 2000 through the launching of our website,
which served as our platform for our internet based "live and on demand" audio
and video productions of financial road shows, conferences and presentations.
For the past several years, we sought unsuccessfully to raise capital to fund
our operations or maintain a steady client base to guarantee an income stream.
Therefore, we ceased our operations as a Web portal and as a provider of
multimedia production services to corporations in January 2005. See Recent
Developments, above.
CRITICAL ACCOUNTING POLICIES:
Our financial statements are prepared in accordance with accounting principles
generally accepted in the United States of America, which require management to
make estimates and assumptions that affect the reported amounts of assets and
8
liabilities at the date of the financial statements, the disclosure of
contingent assets and liabilities, and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates. The critical accounting policies that affect our more significant
estimates and assumptions used in the preparation of our financial statements
are reviewed and any required adjustments are recorded on a monthly basis.
RESULTS OF OPERATIONS:
Three Months Ended March 31, 2005 and 2004:
We ceased our operations as a Web portal and as a provider of multimedia
production services to corporations in January 2005 and have earned no fees or
revenues during the three-month period ended March 31, 2005.
Fees earned for services rendered for the three-month period ended March 31,
2005 was $0 as compared to $38,000 for the same period of the previous year, a
decrease of $38,000 or 100%, due to the cessation of our operations in January
2005.
Operating expenses decreased by $60,964 from $67,673 for the three-months ended
March 31, 2004 to $6,709 for the 2005 period primarily as a result of decreased
production costs, computer expenses, payroll taxes and advertising and promotion
fees of $31,653 due to the cessation our operations in January 2005.
As a result of the above, the net loss for the three-month period ended March
31, 2005 was $6,709 or $0.00 per share, compared to a net loss of $26,372 or
$0.00 per share for the similar period in 2004.
LIQUIDITY AND CAPITAL RESOURCES:
As of March 31, 2005, we reflected negative working capital of $116,771 and our
current ratio was 0 to 1. At December 31, 2004 we had negative working capital
of $120,423 and our current ratio was 0.10 to 1.
IMPACT OF INFLATION
To date inflationary factors have not had a significant effect on our
operations.
OFF-BALANCE SHEET ARRANGEMENTS
We do not have any off-balance sheet arrangements.
ITEM 3. - CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures:
As of March 31, 2005, the Company's management carried out an evaluation, under
the supervision of the Company's Chief Executive Officer and the Chief Financial
Officer of the effectiveness of the design and operation of the Company's system
of disclosure controls and procedures pursuant to Rule 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934, as amended. Based upon that
evaluation, the Chief Executive Officer and the Chief Financial Officer have
concluded that the Company's disclosure controls and procedures were effective,
as of the date of this evaluation, for the purposes of recording, processing,
summarizing and timely reporting material information required to be disclosed
in reports filed by the Company under the Securities Exchange Act of 1934.
9
PART II
Item 1. LEGAL PROCEEDINGS
None
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None
Item 3. DEFAULTS UPON SENIOR SECURITIES
None
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
Item 5. OTHER INFORMATION
In connection with the reincorporation of the Company in Delaware as a
Delaware corporation, the Company adopted an Amended and Restated
Certificate of Incorporation and Amended Bylaws.
Item 6. EXHIBITS
Exhibit 3.1 Amended and Restated Certificate of Incorporation of Rexahn
Pharmaceuticals, Inc.
Exhibit 3.2 Amended Bylaws of Rexahn Pharmaceuticals, Inc.
Exhibit 10.1 Settlement Agreement dated May 13, 2005 between Corporate
Road Show.Com, Inc. and Frank Ferraro.
Exhibit 31.1 Certification of Chief Executive Officer of Periodic
Report Pursuant to Rule 13a-15(e) or Rule 15d-15(e).
Exhibit 31.2 Certification of Chief Financial Officer of Periodic
Report Pursuant to Rule 13a-15(e) or Rule 15d-15(e).
Exhibit 32.1 Certification of Chief Executive Officer of Periodic Report
Pursuant to 18 U.S.C. Section 1350.
Exhibit 32.2 Certification of Chief Financial Officer of Periodic Report
Pursuant to 18 U.S.C. Section 1350.
10
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
REXAHN PHARMACEUTICALS, INC.
/s/ Ted T.H. Jeong
-------------------------------
Name: Ted T.H. Jeong
Title: Chief Financial Officer
Date: May 23, 2005
11
EXHIBIT INDEX
Exhibit
Number Description
------- -----------
3.1 Amended and Restated Certificate of Incorporation of
Rexahn Pharmaceuticals, Inc.
3.2 Amended Bylaws of Rexahn Pharmaceuticals, Inc.
10.1 Settlement Agreement dated May 13, 2005 between Corporate
Road Show.Com, Inc. and Frank Ferraro.
31.1 Certification of Chief Executive Officer of Periodic Report
Pursuant to Rule 13a-15(e) or Rule 15d-15(e).
31.2 Certification of Chief Financial Officer of Periodic Report
Pursuant to Rule 13a-15(e) or Rule 15d-15(e).
32.1 Certification of Chief Executive Officer of Periodic Report
Pursuant to 18 U.S.C. Section 1350.
32.2 Certification of Chief Financial Officer of Periodic Report
Pursuant to 18 U.S.C. Section 1350.