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Non-Tech : CYPT It's Real -- Ignore unavailable to you. Want to Upgrade?

To: Rock_nj who wrote (346)	1/29/2004 4:56:00 PM
From: scion	Read Replies (1) \| Respond to of 365

FORM 10-QSB/A (No.1) -------------- (Mark One) \|X\| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2003 OR \|_\| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission file number: 000-20985 CALYPTE BIOMEDICAL CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 06-1226727 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) 1265 Harbor Bay Parkway, Alameda, California 94502 (Address of principal executive offices) (Zip Code) (510) 749-5100 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for 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 \|_\| The registrant had 136,381,689 shares of common stock outstanding as of November 11, 2003. ================================================================================ CALYPTE BIOMEDICAL CORPORATION AND SUBSIDIARIES FORM 10-QSB/A (No.1) INDEX Page No. -------- PART I. Financial Information Item 1. Consolidated Financial Statements (unaudited) : Condensed Consolidated Balance Sheets as of September 30, 2003 and December 31, 2002...................... 4 Condensed Consolidated Statements of Operations for the Three Months and Nine Months Ended September 30, 2003 and 2002...... 5 Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2003 and 2002............................. 6 Consolidated Statement of Stockholders' Equity (Deficit) for the Nine Months Ended September 30, 2003 ..................... 7 Notes to Condensed Consolidated Financial Statements.................................................. 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations....................................... 20 Item 3. Quantitative and Qualitative Disclosures About Market Risk................................................. 50 Item 4. Controls and Procedures..................................... 50 PART II. Other Information Item 1. Legal Proceedings........................................... 52 Item 2. Changes in Securities and Use of Proceeds................... 53 Item 4. Submission of Matters to a Vote of Security Holders......... 54 Item 5. Other Information - Subsequent Events....................... 54 Item 6. Exhibits and Reports on Form 8-K............................ 56 SIGNATURES............................................................... 58 - 2 - PART I. FINANCIAL INFORMATION Calypte Biomedical Corporation (the "Company") was contacted by the San Francisco District Office of the Securities and Exchange Commission ("Commission") on October 28, 2003 and advised of an informal inquiry being conducted by the enforcement staff of the Commission regarding the Company. The staff has requested, among other things, documents and information related to certain press releases issued by the Company. The Commission has advised the Company that the inquiry should not be construed as an indication by the Commission or its staff that any violation of law has occurred. The Company has voluntarily provided the information sought by the Commission and is cooperating with the Commission in connection with its informal inquiry. Independently, the Company's Audit Committee has investigated the matter and has retained outside counsel to assist in its investigation by reviewing the press releases and related information that were the subject matter of the Commission's informal inquiry letter. The Audit Committee has completed its investigation and reported the results of its investigation and associated recommendations to the Board of Directors. Counsel for the Audit Committee advised the Audit Committee and the Board of Directors that the results of their investigation, interviews and review of documents provided in response to the Commission's informal inquiry letter indicated no evidence of management malfeasance with respect to its inquiry. The Audit Committee, based upon its counsel's recommendations, proposed that the Company implement certain practices and procedures, some of which represent a continuation or formalization of present practices. The recommendations and proposals of the Audit Committee that were approved by the Board of Directors include certain improvements in the Company's press release issuance process and investor relations and regulatory recordkeeping procedures. Additionally, the Board of Directors has directed management to implement the American Stock Exchange corporate governance standards (SR-AMEX-2003-65) approved by the Commission on December 1, 2003. The interim financial statements contained in a Form 10-QSB are required to be reviewed under Statement of Auditing Standards No. 100 ("SAS 100") by an independent public accountant pursuant to Item 310(b) of the Commission's Regulation S-B. Calypte's former independent auditors, KPMG LLP ("KPMG"), informed the Company that they could not complete their quarterly review of the Company's interim financial statements contained in the Company's Quarterly Report on Form 10-QSB for the quarterly period ended September 30, 2003 or audit the Company's financial statements for its fiscal year ended December 31, 2003 until such time as the Company's Audit Committee had completed the investigation related to the Commission's informal inquiry letter, the same was reviewed by KPMG, and KPMG was satisfied that, in its opinion, an adequate investigation was conducted and appropriate conclusions were reached and actions taken. On December 23, 2003, the Company dismissed KPMG as independent auditors for the Company, effective immediately. The decision to dismiss KPMG was recommended by the Audit Committee of the Board of Directors. As of the date of KPMG's dismissal, KPMG had advised the Company that, in KPMG's opinion, the conditions necessary for KPMG to complete its review had not yet been satisfied. At the time of KPMG's dismissal, the Audit Committee had completed its investigation, had reported the results of its investigation and associated recommendations to the Board of Directors, and the Board of Directors had approved such recommendations. In addition, at such time, counsel for the Audit Committee had advised the Company that it had commenced to provide information to KPMG concerning the investigation conducted, the conclusions reached and the actions taken by the Company. On December 24, 2003, upon approval of the Audit Committee of the Board of Directors, the Company engaged Odenberg Ullakko Muranishi & Co. LLP ("OUM") to audit the consolidated financial statements of the Company for the two years ended December 31, 2003 and to review the interim financial statements of the Company contained in this Quarterly Report on Form 10-QSB/A (No. 1) for the quarterly period ended September 30, 2003. OUM has completed its SAS 100 review associated with this Form 10-QSB/A (No.1). snipurl.com - 3 -