SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 23, 2001
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AuctionAnything.com, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-27865 13-264091
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(State or other jurisdiction (Commission File (IRS Employer
or incorporation) Number) Identification No.)
35 W. Pine Street, Suite 211, Orlando, Florida 32801
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(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code (407) 481-2140
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(Former name or former address, if changed since last report)
ITEM 1 and ITEM 2. CHANGES IN CONTROL OF REGISTRANT and
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ACQUISITION OR DISPOSITION OF ASSETS
On May 23, 2001, AuctionAnything.com, Inc. executed an Agreement and
Plan of Reorganization and Stock Purchase Agreement (the "Disease SI Agreement")
with Disease S.I., Inc., a Florida corporation ("Disease SI") and its
shareholders Dr. Wayne Goldstein and Mr. Brian S. John. Under the terms of the
Disease SI Agreement, we acquired 100% of the issued and outstanding stock of
Disease SI in exchange for 60,000,000 shares of our Common Stock. We issued Dr.
Goldstein and Mr. John a total of 21,209,384 shares at the closing, and agreed
that the balance of 38,790,616 shares will be delivered to them as soon as we
amend our Certificate of Incorporation to increase our authorized Common Stock
in order to permit such issuance as described herein. Giving effect to the
recapitalization, we will have a total of 80,768,922 shares of our Common Stock
issued and outstanding, of which 74.3% will be owned by Dr. Goldstein and Mr.
John.
Concurrent with the closing of the Disease SI Agreement, Messrs Martin
Meads and John Hotaling, who had been our executive officers, resigned their
positions as officers but have remained directors of AuctionAnything.com and
officers of North Orlando Sports Promotions, Inc., our wholly-owned subsidiary.
Dr. Goldstein and Mr. John were appointed the officers and directors of
AuctionAnything.com. The consummation of the transaction with Disease SI has
resulted in a change in control of AuctionAnything.com.
About Disease SI
Introduction
Disease SI is a developmental stage biopharmaceutical/clinical
diagnostics company. Disease SI's long-term goal is to become a partially
integrated pharmaceutical company with capabilities in research, drug
development, clinical investigation, and regulatory affairs. Disease SI is
planning to employ a broad array of technologies to detect, identify and
quantify substances in blood or other bodily fluids and tissues. The company
intends to target and develop proprietary pharmaceutical compounds and new
technologies. Its primary goal will be to develop a Transmissible Spongiform
Encephalopathy ("TSE") test, useful in the diagnosis of TSE diseases such as
scrapie in sheep, Bovine Spongiform Encephalopathy (BSE) in cattle (commonly
known as "mad-cow disease"), Chronic Wasting Disease (CWD) in wild deer and elk
and Creutzfeldt-Jakob Disease (CJD) in humans. Disease SI believes these test
results may be used in the diagnosis, detection, evaluation, monitoring and
potential treatment of diseases and other medical conditions.
Disease SI's overall plan of operation includes:
* identifying, acquiring and exploiting rights to new
technologies and compounds relating to BSE, CJD and other
neurological disorders;
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* enhancing the value of those assets through further research
and clinical testing;
* performing clinical studies towards regulatory approval and
attempt to market its drugs through licensing agreements
with pharmaceutical companies; and
* working to develop other promising compounds in-house and in
collaboration with third parties.
In its implementation of its plan of operation, Disease SI's principal
activities will include:
* researching and developing technologies for TSE screening;
* conducting clinical studies to validate its TSE screening
tests;
* negotiating licenses for intellectual property of others
incorporated into its technologies;
* developing relationships with leaders in the scientific and
medical communities;
* conducting market studies and analyzing potential approaches
for commercializing technologies which may develop;
* hiring research and clinical personnel;
* hiring management and other support personnel; and
* raising capital.
Disease SI' s goal is to eventually offer TSE screening services to
establish the market. It will then seek to license its technologies to leading
clinical reference laboratories to enable them to develop tests. Disease SI may
also choose to package its technologies and seek approval for diagnostic test
kits with which any clinical laboratory could conduct its tests.
Currently Disease SI does not maintain any research or laboratory
premises, but plans to utilize such facilities on a contractual or collaborative
basis at academic and research institutions, as well as contract research
organizations. Considering the commercialization infrastructure necessary to
effectively market its target drug products, Disease SI will seek joint ventures
or collaborations with universities, pharmaceutical companies, both domestically
and outside the United States. It will also seek universities as well as
corporate partners, who will be responsible for at least part of the clinical
development, regulatory approval, manufacturing and marketing of the drug
product. Under such an arrangement, Disease SI expects to receive certain
up-front and sub-licensing fees, ongoing research contracts, milestone payments,
and royalties on drug product sales. Disease SI maintains a website at
www.diseasesciences.com.
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History of Disease SI
Disease SI has no operating history and it has not generated any
revenues to date. It was incorporated in April 2001 and has conducted limited
business operations since inception as a result of its limited cash and assets.
We do not expect operating revenue from Disease SI in the foreseeable future. We
expect Disease SI to generate losses resulting principally from costs incurred
in conjunction with its research and development initiatives. These research and
development expenses will include costs related to scientific and laboratory
personnel, clinical studies and reagents and supplies used in the development of
its technologies. We expect that the cost of its research and development
activities will increase substantially as Disease SI continues activities
relating to the development of a TSE screening test, and the extension of its
technologies to several other forms of TSE. Disease SI is planning clinical
studies, the costs of which will be borne by it. We are unable at this time to
project the costs of these clinical studies due to the early stage of Disease
SI's development. We also expect general and administrative expenses for Disease
SI to increase significantly as its hires additional personnel and builds its
infrastructure to support future projected growth. These general and
administrative expenses are expected to consist primarily of non-research
personnel salaries, office expenses and professional fees.
Product Research and Development
Disease SI intends to conduct extensive product research and
development activities, and these research and development activities are
expected to play a major role in its projected future growth. In conjunction
with the implementation of its plan of operation, Disease SI will hire and
establish research teams. These research teams will attempt to develop new
technology and new applications for existing technology. In its development and
testing, Disease SI also intends to consult with scientific and medical
professionals at universities, hospitals and medical schools. Despite the fact
that there can be no assurance that the technologies and/or pharmaceutical
compounds that Disease SI may develop will ultimately prove to be profitable, we
anticipate that we will spend the necessary capital on research and development
in the foreseeable future in order to enhance pharmaceutical properties, and to
develop new potential products. We are unable at this time to estimate the total
amount which will be spent on research and development by Disease SI.
About Prions And Prion Diseases
Prions (pronounced "pree-ons") are infectious proteins that are the
causative agents of spongiform encephalopathies. Prions consist of a single
molecule containing about 250 amino acids termed the PrP protein. Prions are
unique in that they that break many rules of biology. Most life forms such as
viruses, bacteria, plants and humans pass down their blueprints for all their
progeny via their deoxyribonucleic acid (DNA). Generally, in nature the process
for converting the blueprints into building blocks must involve replication of
DNA, transcription of the message into ribonucleic acid (RNA) and translation of
the RNA's message to form proteins, the building blocks of cells, tissues,
organs and whole organisms. Prions differ in that they contain no DNA or RNA.
With prions, we have life forms where abnormal proteins direct the refolding of
normal proteins just by direct contact. The difference between the normal and
abnormal proteins does not lie in their primary structure (the sequence of their
amino acids), but rather in their folding. Prion infected proteins are folded
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into abnormal shapes in a way that allows them to resist normal protease
degradation which over time leads to the build up of aggregates of the abnormal
protein, especially in neurons in the brain.
Prions are also unique in that are not destroyed by the usual means to
kill infectious agents. They are resistant to boiling at temperatures as high as
250 degrees Celsius (over 400 degrees Fahrenheit). They are also resistant to
ionizing radiation. Additionally, prion related diseases are also extremely
difficult to diagnose. Currently, there is no blood test for TSE, and infected
animals do not mount any immune response to the infection and signs of diseases
like BSE, are often only possible to diagnose at autopsy.
Prion diseases are progressive degenerative disorders of the central
nervous system. In cattle, the latency (incubation period) for mad cow disease
is roughly five years, meaning that cows have the disease for five years before
symptoms begin to appear. No one knows the latency period for CJD in humans, but
it is estimated at 10 years. Because of this uncertainty, as was with AIDS, no
one is sure how many people in England already have contracted the disease but
are not yet showing symptoms.
History Of Transmissible Spongiform Encephalopathies (TSE) and Scrapie
The history of Transmissible Spongiform Encephalopies (TSE) can be
traced back to England in the mid-1700s in the form of a disorder called
"scrapie" found mostly in sheep and goats. Originally thought to be a genetic
disease, scrapie was believed to be inherent in poorly breed animals. This
belief continued through the 1930s when French researchers proved that it was
not transferred genetically, but in fact was infectious. American scientists
later discovered that they were able to transmit scrapie from sheep to cows by
injecting infectious material into their brains.
In England, at times scrapie had become quite prevalent. Over the past
couple of centuries it was believed that at one time or another as many as
one-third of British sheep had been infected with the disease. The disease
secured its first known foothold in the United States in 1947, when an outbreak,
traced to an import of purebred Suffolk sheep, was reported in Michigan. In
1952, when scrapie outbreaks were reported in California and Ohio, the United
States Department of Agriculture (USDA) launched the first of two eradication
programs, requiring the slaughter of entire herds infected with even a single
case of scrapie. Farmers and sheep herders concerned with protecting their
financial interests became reluctant to report suspected cases, and scrapie was
"driven underground." From the mid-1950s through the mid-1970s a few flocks
yearly in the U.S. were reported infected, numbers that the USDA felt were too
small to be credible. To combat scrapie secrecy, in 1978 the USDA instituted the
Scrapie-Eradication Program, a program of reimbursing farmers two thirds of the
appraised value, up to $300 per animal, of the sheep sacrificed in their entire
flocks suspected of carrying scrapie. In 1983 it was decided that the revised
USDA policy for farmers would be to kill (and would be reimbursed for) only
infected sheep and their immediate relatives not their entire flocks. Upon
revision of the USDA policy, reports of scrapie increased. In 1992, for a
combination of scientific and budgetary reasons, the Scrapie-Eradication Program
was dismantled. In 1992, farmers were given six months to report sick sheep for
reimbursement, and then the program officially closed. In the U.S. today, a
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voluntary system is in place under which farmers can apply to have their sheep
certified "scrapie-free".
Scrapie is important because it is believed that it is the origin of
Bovine Spongiform Encephalopathy (BSE), or mad-cow disease. It is widely
believed that scrapie jumped species when farmers began feeding infected sheep
to cattle as a means of providing the cattle with a cheap form of protein.
Bovine Spongiform Encephalopathy (BSE)
Bovine Spongiform Encephalopathy (BSE), a prion disease also known as
mad-cow disease, is a progressive, lethal central nervous system disease which
targets cattle. BSE is characterized by the appearance of vacuoles, or clear
holes, in neurons in the brains of affected cattle that give the brain the
appearance of a sponge or spongiform. BSE was initially recognized in cattle in
the United Kingdom in 1986. After its discovery, research led scientists to the
conclusion that the bovine agent had originated from a scrapie agent, which has
been present within sheep in the United Kingdom for over 200 years. It is
presumed that the scrapie agent jumped species and moved into cattle when sheep
offal (the leftover parts of butchered animals) were ground down and included as
a protein supplement in cattle feed. As cattle that had ingested the diseased
scrapie began to die, cattle carcasses and offal were then themselves ground
down and used as a protein supplement for future cattle feed. In essence, the
epidemic of mad-cow disease was caused by an innovation of feeding dead cows to
live cows. Cows and sheep are, by nature, herbivores (vegetarians). Further
research has concluded that mad-cow disease was transmitted through such feed,
and especially through certain tissues of the offal including the brain, spinal
cord, eyes, spleen and certain nerve tissues.
BSE in cattle in Europe had reached epidemic proportions by 1992 more
than 1,000 cases were being reported. Between 1987 and 2000 over 180,000 cattle
were identified as having BSE with countries including UK, Ireland, Portugal,
France and Switzerland.
Chronic Wasting Disease (CWD)
Chronic wasting disease, another TSE, was diagnosed more than a decade
ago in mule deer and elk in Colorado and Wyoming. Since 1981, CWD has been
spreading slowly among wild deer and elk herds in the Rocky Mountains, and now
afflicts between 4% and 8% of 62,000 deer in the region between Fort Collins,
Colorado and Cheyenne, Wyoming.
During 1999, CWD erupted among a herd of elk on a farm near
Philipsburg, Montana which raised elk commercially. A few of the elk which had
been shipped by the farm to other destinations in the United States were
subsequently discovered to be infected with CWD. Montana health authorities
slaughtered 81 elk on the farm, and initially announced plans to incinerate the
carcasses. Upon determination that incineration would be too expensive, the
animals, together with the equipment used to feed, water and care for the
animals, were buried at a landfill. Montana authorities announced that the fence
line at the elk farm would be decontaminated, but they did not say what
procedure they would use, nor did they announce what would become of the
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contaminated land. The disease agent that causes CWD - a prion protein - is very
hardy and resists destruction by traditional sterilization techniques like
alcohol and heat.
In northeastern Colorado and southeastern Wyoming, state officials are
urging hunters to protect themselves when dressing wild deer and elk which they
have shot. Hunters should wear rubber gloves, minimize contact with brain and
spinal cord tissues, discard the brain, spinal cord, eyes, spleen and lymph
nodes and refrain from eating any of these organs. Although there is no evidence
that CWD can cross over from deer and elk to humans, because there was
previously no firm evidence that mad cow disease could afflict humans until
1999, wildlife officials in the Rocky Mountains states believe caution is
warranted.
Creutzfeldt-Jakob Disease (CJD)
BSE in humans is referred to Creutzfeldt-Jakob Disease. In its natural
form, CJD was first described in the 1920s by German physicians Has Gerhard
Creutzfeldt and Alfons Jakob. Symptoms vary, but may include loss of
coordination, personality changes, mania and dementia. In the United States,
approximately 250 cases are diagnosed each year. Confirming a diagnosis of CJD
has historically been difficult as traditional laboratory tests have been
ineffective in detecting CJD. The disease does not induce a fever or other
systemic manifestations. Accordingly, a definitive diagnosis of CJD has
traditionally required a brain biopsy or autopsy which can detect the
characteristic changes in the brain tissue caused by the disease. Moreover, a
brain biopsy may sometimes produce a false-negative result if the biopsied area
was unaffected by the disease. The difficulties involved in diagnosing CJD may
have prevented the identification of the disease in some cases. Because brain
biopsy for diagnosing CJD is invasive, costly and risky, it is often not
performed. Additionally, some physicians may not consider the possibility of a
CJD diagnosis since the disease is deemed to be rare and the clinical symptoms
of CJD can often be attributed to other ailments. Consequently, CJD may be
mistaken for a variety of psychological illnesses and other neurological
disorders including Alzheimer's disease, Huntington's Disease and vascular
irregularities. The extent to which such misdiagnosis may have occurred is
presently unknown. Currently, fewer than 10% of all deaths are investigated with
an autopsy, and even a smaller percentage of victims of dementia. The disease is
inevitably fatal as at the present time there is no known effective treatment or
cure for CJD.
The Disease SI Solution
Many non-invasive TSE screening methods are not effective early
detection methods. Disease SI intends to develop screening tests that it
believes will allow for the direct early detection of several types of TSE
diseases. The first application of its technologies will be to undertake TSE
screening. Disease SI believes veterinarians will order tests to screen for the
presence of TSE every one to two years. Through regular screening, Disease SI
believes that tests using its developed technology will enable the detection of
TSE earlier, so that the animals may be properly destroyed and avoid these
diseased animals from entering the food chain.
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Disease SI believes TSE screening tests using its technologies could
become a widely accepted and regularly used screening tool as a result of
certain features and benefits including earlier detection, higher sensitivity,
higher compliance and scalability.
Disease SI's goal is to become a contender in the early detection of
TSE. The key components of its strategy include:
- Developing TSE screening technologies. Disease SI selected TSE as the
first technology because the target market is large and not well served. Once
developed, Disease SI intends to license its proprietary technologies and sell
reagents to leading clinical reference laboratories to enable them to develop
tests. Disease SI may also package its technologies and seek approval for
diagnostic test kits with which any clinical laboratory could conduct its tests.
- Extend its screening technologies to other neurological disorders.
Disease SI believes that its current technologies will be applicable to the
early detection of several other types of neurological disorders. Disease SI
also believes that certain of its technologies allow for the early detection of
without knowledge of the precise basis of the disorder. As a result, it may be
able to develop tests for disorders before the basis of such disorders is
discovered.
Government Regulation
Disease SI will be subject to extensive regulation by the United States
Food and Drug Administration (FDA) under the Federal Food, Drug and Cosmetic
Act, as well as regulations governing the development, marketing, labeling,
promotion, manufacturing and export of its products.
Generally medical devices, a category that will include Disease SI's
to-be-developed products, require FDA approval or clearance before they may be
marketed. The FDA has not, however, actively regulated laboratory tests that
have been developed and used by the laboratory conducting the tests. The FDA
does regulate the sale of reagents used in laboratory tests. The FDA refers to
the reagents used in these tests as analyte specific reagents. Analyte specific
reagents react with a biological substance to identify a specific DNA sequence
or protein and generally do not require FDA approval or clearance if they are
used in-house laboratories or are sold to clinical laboratories certified by the
government to perform high complexity testing and are labeled in accordance with
FDA requirements, including a statement that their analytical and performance
characteristics have not been established. A similar statement would also be
required on all advertising and promotional materials relating to analyte
specific reagents such those to be developed by Disease SI. Laboratories also
are subject to restrictions on the labeling and marketing of tests that have
been developed using analyte specific reagents. The analyte specific reagent
regulatory category is relatively new and its boundaries are not well defined,
and there has been some discussion within the government of changing the analyte
specific reagent regulation, although it is not certain whether any such changes
would affect Disease SI plan of operation. In the event Disease SI is successful
in implementing its plan of operation, Disease SI believes that its in-house
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testing and the analyte specific reagents that it intends to sell to leading
clinical reference laboratories will not require FDA approval or clearance.
Disease SI cannot be sure, however, that the FDA will not assert that its tests
or one or more of its reagents require premarket approval or clearance. In
addition, Disease SI cannot be sure that the FDA will not treat the licensing of
its intellectual property as labeling that would subject the reagent to
premarket approval or clearance and other FDA regulation. In addition, Disease
SI cannot be sure that the FDA will not change its position in ways that could
negatively affect its operations.
Any diagnostic test kits that Disease SI may sell would require FDA
approval or clearance before they could be marketed. There are two review
procedures by which a product may receive such approval or clearance. Some
products may qualify for clearance under a premarket notification, or 510(k)
procedure, in which the manufacturer provides to the FDA a premarket
notification that it intends to begin marketing the product, and demonstrates to
the FDA's satisfaction that the product is substantially equivalent to a legally
marketed product, which means that the product has the same intended use as, is
as safe and effective as, and does not raise different questions of safety and
effectiveness than a legally marketed device. A 510(k) submission for an in
vitro diagnostic device generally must include manufacturing and performance
data, and in some cases, it must include data from human clinical studies.
Marketing may commence when FDA issues a clearance letter.
If a medical device does not qualify for the 510(k) procedure, the FDA
must approve a premarket approval application, or PMA, before marketing can
begin. PMA applications must demonstrate, among other matters, that the medical
device is safe and effective. A PMA application is typically a complex
submission, usually including the results of preclinical and extensive clinical
studies. Before FDA will approve a PMA, the manufacturer must pass an inspection
of its compliance with the requirements of the FDA's quality system regulations.
Assuming that Disease SI is successful in implementing its business
plan, Disease SI believes that most, if not all, of the products which it
anticipates it will develop and sell in diagnostic test kit form will require
PMA approval. The PMA process is lengthy and costly, and Disease SI cannot be
sure that the FDA will approve PMAs for its products in a timely fashion, if at
all. FDA requests for additional studies during the review period are not
uncommon, and can significantly delay approvals. Even if Disease SI were able to
gain approval of a product for one indication, changes to the product, its
indication, or its labeling would be likely to require additional approvals.
Regardless of whether a medical device requires FDA approval or
clearance, a number of other FDA requirements apply to its manufacturer and to
those who distribute it. Device manufacturers must be registered and their
products listed with the FDA, and certain adverse events and product
malfunctions must be reported to the FDA. The FDA also regulates the product
labeling, promotion, and in some cases, advertising, of medical devices.
Manufacturers must comply with the FDA's quality system regulation which
establishes extensive requirements for quality control and manufacturing
procedures. Thus, manufacturers and distributors must continue to spend time,
money and effort to maintain compliance, and failure to comply can lead to
enforcement action. The FDA periodically inspects facilities to ascertain
compliance with these and other requirements.
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Disease SI will also be subject to U.S. and state laws and regulations
regarding the operation of clinical laboratories. The federal Clinical
Laboratory Improvement Act and laws of certain other states, impose
certification requirements for clinical laboratories, and establish standards
for quality assurance and quality control, among other things. Clinical
laboratories are subject to inspection by regulators, and the possible sanctions
for failing to comply with applicable requirements. Sanctions available under
the Clinical Laboratory Improvement Act include prohibiting a laboratory from
running tests, requiring a laboratory to implement a corrective plan, and
imposing civil money penalties. If Disease SI should fail to meet the
requirements of the Clinical Laboratory Improvement Act or state law, it could
cause it to incur significant expense.
Any failure by Disease SI to comply with these laws, rules and
regulations could lead to stringent sanctions, including withdrawal of products
from the market, recalls, refusal to authorize government contracts, product
seizures, civil money penalties, injunctions and criminal prosecution.
Competition and General Business Risks
The clinical laboratory business is intensely competitive and Disease
SI believes that consolidation will continue in the clinical laboratory testing
business. Competitors in this segment range in size from small private companies
to large multinational corporations. Disease SI will seek to compete only in
very specific market niches and will not attempt to pursue the most competitive
general diagnostics markets. Disease SI believes, although there are no
assurances, that it will be able to compete based on its technological ability
to provide customers with very specific tests. Competitors will include Abbot
Laboratories, bioMerieux, Inc., Roche Diagnostics, BioChem Pharma, Inova,
diaSorin, Bayer, Bio-Rad, Paradigm and Medical Analysis Systems. In the intense
competitive environment that is the pharmaceutical industry, those companies
that complete clinical trials, obtain regulatory approval and commercialize
their drug products first will enjoy competitive advantages.
To Disease SI's knowledge, none of the large or diagnostics companies
are developing tests to conduct blood, urine or feces-based TSE testing;
however, companies may be working on such tests that have not yet been
announced. In addition, other companies may succeed in developing or improving
technologies and marketing products and services that are more effective or
commercially attractive than those which may be developed or offered by Disease
SI. Most of these companies may be larger than Disease SI and will be able to
commit significantly greater financial and other resources to all aspects of
their business, including research and development, marketing, sales and
distribution.
Disease SI's prospects must be considered in light of the risks,
expenses and difficulties frequently encountered by companies in their early
stages of development, particularly companies in new and rapidly evolving
markets. Disease SI will encounter various risks in implementing and executing
its business strategy and we can provide no assurance that it will be successful
in addressing such risks, and the failure to do so could have a material adverse
effect on our business. Our current cash forecast indicates that there will be
negative cash flow from our operations for the foreseeable future.
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Employees
As of April 30, 2001, Disease SI employed a total of three employees,
all of whom work full-time. Disease SI has no collective bargaining agreements
with any unions and believes that the overall relations with its employees are
excellent.
Management
Dr. Wayne Goldstein, Mr. Brian S. John and Dr. Bryant Villeponteau have
recently been appointed as directors and/or officers of AuctionAnything.com.
Dr. Wayne Goldstein, age 34, has been our Chief Executive Officer and a
director since May 23, 2001, and is the President and co-founder of Disease SI.
Prior to founding Disease S.I. in April 2001, Dr. Goldstein was an asset manager
for Rockledge Capital Management from January 2000 until December 2000. From
March 1999 until February 2000, he was a professional medical representative for
Cytyc Corporation (Nasdaq: CYTC), a publicly-held company that designs,
develops, manufactures and markets sample preparation systems for medical
diagnostics. His responsibilities at Cytyc Corporation included consulting with
obstetricians and gynecologists on implementing new technology into their
practices. From March 1999 until December 1999, he was a sales representative
with Ventiv Health. From July 1994 until December 1999, he had a podiatry
practice in South Florida, where his responsibilities included managing a
podiatric office consisting of two doctors and three skilled assistants, as well
as treating patients. Dr. Goldstein received a B.S. in Psychology/Pre-Medicine
from the University of Maryland in 1988 and a Doctorate of Podiatric Medicine
(DPM) from the Temple School of Medicine in 1992. Dr. Goldstein did his
residency at Frankford Hospital in Philadelphia, Pennsylvania from 1992
until1994.
Brian S. John, age 33, has been our Vice President and director since
May 23, 2001. Prior to co-founding Disease S.I. in April 2001, from March 1998
until December 2000, Mr. John was President of International Internet's
CigarCigar.com / StogiesOnline.com division. From December 1997 until March
1998, he was a stock broker with GKN Securities Corp. and from December 1997
until December 1997, he was a stock broker with Stratton Oakmont, Inc., holding
both a Series 7 and a Series 63 license at each firm. From May 1991 until April
1996, Mr. John served as Northeast Area Sales Director for Dine-A-Mate, Inc., an
entertainment and dining guide that was later acquired by CUC International. Mr.
John studied Biology at Kutztown State University from 1986 until 1991.
Bryant Villeponteau Ph.D., age 56, has been our Chief Scientific
Officer since June 2001. He brings eighteen years of administration and
scientific experience to Disease S.I. Dr. Villeponteau holds B.A. in Economics,
an M.S. in Biostatistics, and a Ph.D. in Molecular Biology, all from UCLA. From
1982 to 1986, Dr. Villeponteau was Assistant Research Chemist in the Department
of Chemistry and Biochemistry at UCLA, and from 1986 to 1992 was Assistant
Professor of Biological Chemistry at the University of Michigan Institute of
Gerontology. During this period, Dr. Villeponteau was one of the first
scientists to clone a human aging-related gene. From 1996 until June 1997, Dr.
Villeponteau was with Geron Corporation, a start-up biotech company focused on
age-related diseases, where he developed a patented technique for cataloging
gene expression changes with aging. In 1994, Dr. Villeponteau was the lead
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inventor in cloning and characterizing the RNA component of human telomerase
and, along with three other colleagues, won the 1996 Distinguished Inventor
Award for this seminal discovery. Dr. Villeponteau was then made the Program
Director for Telomerase Therapy and led a multi-disciplinary team of 25
scientists for several years. Dr. Villeponteau later served as the head of
Geron's Molecular Discovery Department before joining Health Span Sciences, Inc.
in June 1997 where he initially served as Vice President of Research, heading up
the research department. From March 1998 to June 2000, Dr. Villeponteau served
as President, a directors and Chief Executive Office of Health Span Sciences,
Inc., and from June 2000 until the present, he has served as President, a
director and Chief Scientific Officer of Health Span Sciences, Inc. Since
September 1996 Dr. Villeponteau has been a member of the editorial board of the
Journal of Anti-aging Medicine.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements for the periods specified in Rule 3-05(b)
of Regulation S-X are attached to this filing.
(b) Pro Forma Financial Information required pursuant to Article
11 of Regulation S-X shall be filed by amendment within 60
days of the date of this filing.
(c) Exhibits:
10.1 Agreement and Plan of Reorganization and Stock
Purchase Agreement dated May 23, 2001 between
AuctionAnything.com, Inc., Disease S.I., Inc. and the
Shareholders of Disease S.I., Inc.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, AuctionAnything.com, Inc. has caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
AUCTIONANYTHING.COM, INC.
By: /s/ Dr. Wayne Goldstein
-----------------------------------
Name: Dr. Wayne Goldstein
Title: President
Dated: June 5, 2001
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