Nevada
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13-4303398
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(State
or Other Jurisdiction of
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(I.R.S.
Employer
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Incorporation
or Organization)
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Identification
Number)
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187
Ballardvale St, Suite A225, Wilmington, MA
01887
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The
number of shares outstanding of the Registrant's Common Stock as of
February 10, 2008 was 91,791,000
shares.
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ECONOSHARE,
INC.
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PART
I FINANCIAL INFORMATION
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Item
1.Financial Statements
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Balance
Sheet – December 31, 2007 (Unaudited)
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2
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Statements
of Operations (Unaudited) - For the Three and Six Months Ended December
31, 2007, and for the Cumulative Period June 20, 2007 (Inception)
through December 31, 2007.
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3
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Statement
of Changes in Stockholders’ Deficit (Unaudited) – For the Cumulative
Period June 20, 2007 (Inception) through December 31, 2007
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4
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Statements
of Cash Flows (Unaudited) - For the Six Months Ended December 31, 2007,
and for the Cumulative Period June 20, 2007 (Inception)
through December 31, 2007.
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5
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Notes
to Financial Statements (Unaudited)
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6
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Item
2. Management's Discussion and Analysis of
Financial Condition and Plan of Operation
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8
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Item
3. Controls and Procedures
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11
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PART
II OTHER INFORMATION
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Item
1. Legal Proceedings
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11
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Item
2. Unregistered Sales of Equity Securities and Use
of Proceeds
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11
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Item
3. Defaults Upon Senior
Securities
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11
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Item
4. Submission of Matters to a Vote of
Security Holders
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11
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Item
5. Other Information
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11
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Item
6. Exhibits and Reports on Form
8-K
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12
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Si
Signatures
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12
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Certifications
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Assets
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||||
Current
assets:
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||||
Cash
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$ | 469 | ||
Total
current assets
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469 | |||
Total
assets
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$ | 469 | ||
Liabilities
and Stockholders' Deficit
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||||
Current
liabilities:
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||||
Accounts
payable
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$ | 9,713 | ||
Accrued
expenses
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18,949 | |||
Accrued
salaries
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45,834 | |||
Total
current liabilities
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74,496 | |||
Total
liabilities
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74,496 | |||
Commitments
and contingencies
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- | |||
Stockholders'
deficit:
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||||
Preferred
stock; $.0001 par value; 10,000,000 shares
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||||
authorized;
0 shares issued and outstanding
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- | |||
Common
stock; $.0001 par value; 300,000,000 shares
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||||
authorized;
91,791,000 shares issued and outstanding
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9,179 | |||
Additional
paid in capital
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44,033 | |||
Deficit
accumulated during development stage
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(127,239 | ) | ||
Total
stockholders' deficit
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(74,027 | ) | ||
Total
liabilities and stockholders' deficit
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$ | 469 | ||
Three
Months Ended December 31, 2007
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Six
Months Ended December 31, 2007
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For
the cumulative period from June 20, 2007 (Date of Inception) through
December 31, 2007
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||||||||||
Revenues
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$ | - | $ | - | $ | - | ||||||
Operating
expenses:
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||||||||||||
General
and administrative
expenses
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8,980 | 8,980 | 8,980 | |||||||||
Payroll
expense
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45,834 | 45,834 | 45,834 | |||||||||
Professional
fees
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19,283 | 19,283 | 19,283 | |||||||||
Stock
compensation expense
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43,533 | 43,533 | 43,533 | |||||||||
Start-up
expenses
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- | - | 530 | |||||||||
Total
operating expenses
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117,630 | 117,630 | 118,160 | |||||||||
Loss
before provision for income taxes
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(117,630 | ) | (117,630 | ) | (118,160 | ) | ||||||
Provision
for income taxes
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- | - | - | |||||||||
Net
loss
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$ | (117,630 | ) | $ | (117,630 | ) | $ | (118,160 | ) | |||
Basic
and diluted loss per share
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$ | (0.00 | ) | $ | (0.01 | ) | ||||||
Weighted
average number of common shares used in basic and fully diluted per share
calculations
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24,671,467 | 13,335,734 |
Common
Stock
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Additional
Paid
|
Deficit
Accumulated
During
Development
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||||||||||||||||||
Shares
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Par
Value $.0001
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In
Capital
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Stage
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Total
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||||||||||||||||
Shares
issued June 20, 2007 (Inception)
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1,000,000 | $ | 100 | $ | - | $ | - | $ | 100 | |||||||||||
Net
loss
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- | - | - | (530 | ) | (530 | ) | |||||||||||||
Balance,
June 30, 2007
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1,000,000 | 100 | - | (530 | ) | (430 | ) | |||||||||||||
Share
exchange with Cellceutix Pharma, Inc. December 6, 2007
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(1,000,000 | ) | (100 | ) | - | 100 | - | |||||||||||||
Share
exchange in reverse merger with Cellceutix Pharma, Inc. December 6,
2007
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82,000,000 | 8,200 | - | (8,200 | ) | - | ||||||||||||||
Shares
exchanged in a reverse acquisition
of
Cellceutix Pharma, December 6, 2007
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9,791,000 | 979 | - | (979 | ) | - | ||||||||||||||
Issuance
of options
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- | - | 43,533 | - | 43,533 | |||||||||||||||
Forgiveness
of accounts payable from a
shareholder
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- | - | 500 | - | 500 | |||||||||||||||
Net
loss
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- | - | - | (117,630 | ) | (117,630 | ) | |||||||||||||
Balance,
December 31, 2007
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91,791,000 | $ | 9,179 | $ | 44,033 | $ | (127,239 | ) | $ | (74,027 | ) | |||||||||
Accumulated
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||||||||
Period
June 20, 2007
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||||||||
For
the Six
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(Date
of Inception)
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|||||||
Months
Ended
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through
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|||||||
December 31, 2007
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December 31,2007
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|||||||
Operating
Activities
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||||||||
Net
loss
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$ | (117,630 | ) | $ | (118,160 | ) | ||
Adjustments
to reconcile net loss to net
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||||||||
cash
provided by operating activities:
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||||||||
Options
issued to an employee as compensation
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43,533 | 43,533 | ||||||
Forgiveness
of Accounts Payable
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500 | 500 | ||||||
Increase
in
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||||||||
Accounts
Payable
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9,283 | 9,713 | ||||||
Accrued
Expenses
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18,949 | 18,949 | ||||||
Accured
Salaries
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45,834 | 45,834 | ||||||
Net
cash provided by operating activities
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469 | 369 | ||||||
Financing
Activities
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||||||||
Issuance
of Common Stock
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0 | 100 | ||||||
Net
cash provided (used) by financing activities
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0 | 100 | ||||||
Net
change in cash
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469 | 469 | ||||||
Cash
at beginning of period
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0 | 0 | ||||||
Cash
and cash equivalents, end of period
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$ | 469 | $ | 469 | ||||
Supplemental
disclosures of Non-Cash Flow Financing Activities
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||||||||
Common
Stock Issued for acquisition
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9,079 | 9,079 | ||||||
Expected
term (in years)
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3
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Expected
stock price volatility
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86.4%
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Risk-free
interest rate
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3.15%
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Expected
dividend yield
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0%
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Estimated
fair value per option granted
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0.05
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4.
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Commitments
and Contingencies
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5.
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Related
Party Transactions
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6.
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Subsequent
Event
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1
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Research
and Development of $3,500,000: Includes planned costs for Kevetrin of
$3,000,000 for additional in-vivo and in-vitro studies which should
result with the data required to file an investigational new drug
application with the FDA; and $500,000 in preclinical development
costs for our other compounds.
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2
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Corporate
overhead of $750,000: This amount includes budgeted office salaries,
legal, accounting and other costs expected to be
incurred.
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3
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Capital
costs of $250,000: This is the estimated cost for equipment and laboratory
improvements. The Company plans to incur these costs if the planned trials
in the first calendar quarter of 2008 show improvement over present
treatments.
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4
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Staffing
costs of $500,000: The Company expects to incur these costs for the filing
of an investigational new drug application with the FDA. This
is the estimated cost of hiring additional scientific staff and consulting
firms to assist with FDA compliance, material characterization,
pharmaco-kinetic, pharmaco-dynamic and toxicology
studies.
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(a)
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Evaluation
of disclosure controls and
procedures.
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Exhibit
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31.1
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Certification
of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a)
under the Securities Exchange Act of 1934, as amended.
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31.2
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Certification
of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a)
under the Securities Exchange Act of 1934, as amended.
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32.1
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Certification
of Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b)
under the Securities Exchange Act of 1934, as amended, and 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.
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32.2
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Certification
of Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b)
under the Securities Exchange Act of 1934, as amended, and 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.
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ECONOSHARE,
INC.
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/s/ George W. Evans
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George
W. Evans
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Title:
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Chairman,
Chief Executive Officer
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(principal
executive officer)
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/s/ Leo Ehrlich
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Leo
Ehrlich
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Title:
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Chief
Financial Officer
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(principal
financial officer)
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Date:
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February
19, 2008
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1.
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I
have reviewed this quarterly report on Form 10-QSB of EconoShare,
Inc.;
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2.
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Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
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3.
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Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the small
business issuer as of, and for, the periods presented in this
report;
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4.
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The
small business issuer’s other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small
business issuer and have:
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(a)
Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
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(b)
Evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation;
and
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(c)
Disclosed in this report any change in the small business issuer's
internal control over financial reporting that occurred during the small
business issuer's most recent fiscal quarter (the small business issuer's
fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the small business
issuer’s internal control over financial reporting; and
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5.
The small business issuer’s other certifying officer and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the small business issuer's auditors and the audit committee
of the small business issuer's board of directors (or persons performing
the equivalent functions):
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(a)
All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the small business issuer's ability
to record, process, summarize and report financial information;
and
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(b)
Any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's
internal control over financial
reporting.
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ECONOSHARE,
INC.
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Date: February
19, 2008
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By:
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/s/ George
W. Evans
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George
W. Evans
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||
Chief
Executive Officer
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||
(principal
executive officer and duly authorized
officer)
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1.
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I
have reviewed this quarterly report on Form 10-QSB of EconoShare,
Inc.;
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2.
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Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
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3.
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Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
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4.
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The
small business issuer’s other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures [as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)] for the small
business issuer and have:
|
(a)
Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the small business issuer,
including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this report
is being prepared;
|
|
(b)
Evaluated the effectiveness of the small business issuer’s disclosure
controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation;
and
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(c)
Disclosed in this report any change in the small business issuer’s
internal control over financial reporting that occurred during the small
business issuer’s most recent fiscal quarter (the small business issuer’s
fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the small business
issuer’s internal control over financial reporting; and
|
||
5. The
small business issuer’s other certifying officer and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the small business issuer’s auditors and the audit committee
of the small business issuer’s board of directors (or persons performing
the equivalent functions):
|
(a)
All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the small business issuer’s ability
to record, process, summarize and report financial information;
and
|
|
(b)
Any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer’s
internal control over financial
reporting.
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ECONOSHARE,
INC.
|
||
Date: February
19, 2008
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By:
|
/s/ Leo
Ehrlich
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Leo
Ehrlich
|
||
Chief
Financial Officer
|
||
(principal
financial officer and duly authorized officer)
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(1)
the Quarterly Report on Form 10-QSB of EconoShare, Inc. for the quarter
ended December 31, 2007 as filed with the Securities and Exchange
Commission on the date hereof, fully complies with the requirements of
Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of
1934; and
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(2)
the information contained in the such Quarterly Report on Form 10-QSB of
EconoShare, Inc. for the quarter ended December 31, 2007 fairly presents,
in all material respects, the financial condition and results of
operations of EconoShare, Inc.
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ECONOSHARE,
INC.
|
||
Date: February
19, 2008
|
By:
|
/s/ George
W. Evans
|
George
W. Evans
|
||
Chief
Executive Officer
|
||
(principal
executive officer and duly authorized
officer)
|
(1)
the Quarterly Report on Form 10-QSB of EconoShare, Inc. for the quarter
ended December 31, 2007 as filed with the Securities and Exchange
Commission on the date hereof, fully complies with the requirements of
Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of
1934; and
|
(2)
|
the
information contained in the such Quarterly Report on Form 10-QSB of
EconoShare, Inc. for the quarter ended December 31, 2007 fairly presents,
in all material respects, the financial condition and results of
operations of EconoShare, Inc.
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ECONOSHARE,
INC.
|
||
Date: February
19, 2008
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By:
|
/s/ Leo
Ehrlich
|
Leo
Ehrlich
|
||
Chief
Financial Officer
|
||
(principal
financial officer and duly authorized officer)
|