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, 2004
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from To
Commission file number 0-21376
TECSCAN INTERNATIONAL, INC.
(Exact name of small business issuer as specified in its charter)
NEVADA 33-0714007
- ------------------------------------ ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or organization)
117 EAST LOUISA STREET, SUITE 104, SEATTLE, WASHINGTON 98102
------------------------------------------------------------
(Address of principal executive offices)
(206) 324-6025
(Issuer's telephone number)
111 EAST 5600 SOUTH, SUITE 300, SALT LAKE CITY, UTAH 84107
(Former name, address and fiscal year, if changed since last report.)
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practical date: March 31, 2004 43,091,786
Transitional Small Business Disclosure Format (check one). Yes ; No X
PART I
Item 1. Financial Statements
TECSCAN INTERNATIONAL, INC.
(A Development Stage Company)
BALANCE SHEET
(Unaudited)
March 31,
------------------
2004
------------------
ASSETS:
Cash $ 100
==================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 41,303
Accrued interest 4,908
------------------
Total Current Liabilities 46,211
------------------
Stockholders' equity
Series A convertible preferred stock
(par value $.01), 5,000,000 shares authorized,
no shares issued or outstanding -
March 31, 2004
Common Stock (par value $.001),
50,000,000 shares authorized,
43,091,786 shares issued and outstanding at
March 31, 2004 43,092
Paid in capital in excess of par value -
Retained deficit (15,273)
Accumulated Deficit (73,930)
------------------
Total Stockholders' Equity (46,111)
------------------
Total Liabilities and Stockholders' Equity $ 100
==================
See accompanying notes.
TECSCAN INTERNATIONAL, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(UNAUDITED)
Cumulative
For the For the
Period Period
From From
For the October 28, October 28,
Three 2003 2003
Months (Inception) (Inception)
Ended To To
March 31, March 31, March 31,
2004 2004 2004
------------------ ------------------ -----------------
Revenue: $ - $ - $ -
------------------ ------------------ -----------------
Operating Expenses
General and Administrative (14,461) (73,930) (73,930)
------------------ ------------------ -----------------
Net Income (Loss) $ (14,461) $ (73,930) $ (73,930)
================== ================== =================
Income (Loss) Per Share $ - $ - $ -
================== ================== =================
Weighted Average Shares Outstanding 39,357,119 37,541,654
================== ==================
See accompanying notes.
TECSCAN INTERNATIONAL, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOW
(UNAUDITED)
Cumulative
For the For the
Period Period
From From
October 28, October 28,
2003 2003
(Inception) (Inception)
To To
March 31, March 31,
2004 2004
------------------ ------------------
Cash Flows From Operating Activities:
Net income (loss) $ (73,930) $ (73,930)
Adjustments to reconcile Net income (loss)
to net cash provided by (used in)
Operating activities:
Stock issued for services 47,215 47,215
Change in operating assets and liabilities:
Increase (Decrease) in accounts payable 26,815 26,815
Increase (Decrease) in accrued expenses - -
------------------ ------------------
Net cash used by operating activities 100 100
------------------ ------------------
Cash Flows From Investing Activities:
Net cash provided by (used in) investing activities - -
------------------ ------------------
Cash Flows From Financing Activities:
Net cash provided by (used in) financing activities - -
------------------ ------------------
Net increase (decrease) in
cash and cash equivalents 100 100
Cash and cash equivalents at beginning of period - -
------------------ ------------------
Cash and cash equivalents at end of period $ 100 $ 100
================== ==================
Supplemental Disclosure of Cash Flow Information:
Interest $ - $ -
Income taxes $ - $ -
Supplemental Schedule of Non-Cash Investing and Financing Activities: None.
- ---------------------------------------------------------------------
See accompanying notes.
TECSCAN INTERNATIONAL, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION AND SUMMARY OF ACCOUNTING POLICIES
This summary of accounting policies of TecScan International, Inc. (a
development stage company) is presented to assist in understanding the Company's
financial statements. The accounting policies conform to generally accepted
accounting principles and have been consistently applied in the preparation of
the financial statements.
Interim Reporting
The unaudited financial statements as of March 31, 2004 and for the
three month period then ended and the period from October 28, 2003 (inception)
to March 31, 2004 reflect, in the opinion of management, all adjustments (which
include only normal recurring adjustments) necessary to fairly state the
financial position and results of operations for the three month period then
ended and the period from October 28, 2003 (inception) to March 31, 2004.
Operating results for interim periods are not necessarily indicative of the
results which can be expected for full years.
Organization and Basis of Presentation
The Company was organized under the laws of the State of Utah on
December 5, 1985 as Bullseye Corp. On June 22, 1992 the name of the Company was
changed to Natural Solutions, Ltd. and the corporate domicile was changed to the
State of Nevada. On March 25, 1994, the Company name was changed to Phoenix
Media Group, Ltd. On June 10, 2003, the Company discontinued its current
operations. Since June 10, 2003, the Company is in the development stage, and
has not commenced planned principle operations. On June 10, 2003, the Company
name was changed to TecScan International, Inc.
Very Basic Media, Inc. was incorporated under the laws of the State of
Nevada on October 28, 2003.
On February 18, 2004, the Company acquired 100% of the outstanding
common stock of Very Basic Media, Inc. in a reverse acquisition. At this time, a
new reporting entity was created. Very Basic Media, Inc. is considered the
reporting entity for financial reporting purposes.
Nature of Business
The Company was formed for the purpose of creating a vehicle to obtain
capital to seek out, investigate and acquire interests in products and
businesses which may have potential for profit.
Cash Equivalents
For the purpose of reporting cash flows, the Company considers all
highly liquid debt instruments purchased with maturity of three months or less
to be cash equivalents to the extent the funds are not being held for investment
purposes.
TECSCAN INTERNATIONAL, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION AND SUMMARY OF ACCOUNTING POLICIES (continued)
Income Taxes
The Company accounts for income taxes under the provisions of SFAS No.
109, "Accounting for Income Taxes." SFAS No.109 requires recognition of deferred
income tax assets and liabilities for the expected future income tax
consequences, based on enacted tax laws, of temporary differences between the
financial reporting and tax bases of assets and liabilities.
Earnings (Loss) Per Share
Basic net loss per common share is computed by dividing net loss by the
weighted average number of common shares outstanding during the year. Diluted
net loss per common share ("Diluted EPS") reflects the potential dilution that
could occur if stock options or other common stock equivalents were exercised or
converted into common stock. The computation of Diluted EPS does not assume
exercise or conversion of securities that would have an antidilutive effect on
net loss per common share.
Pervasiveness of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles require management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Concentration of Credit Risk
The Company has no significant off-balance-sheet concentrations of
credit risk such as foreign exchange contracts, options contracts or other
foreign hedging arrangements. The Company maintains the majority of its cash
balances with one financial institution, in the form of demand deposits.
NOTE 2 - CAPITAL TRANSACTIONS
Preferred Stock
The Board of Directors of the Company has the authority to fix by
resolution for each particular series of preferred stock the number of shares to
be issued; the rate and terms on which cumulative or non-cumulative dividends
shall be paid; conversion features of the preferred stock; redemption rights and
prices, if any; terms of the sinking fund, if any to be provided for the shares;
voting powers of preferred shareholders; and any other special rights,
qualifications, limitations, or restrictions.
TECSCAN INTERNATIONAL, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 2 - CAPITAL TRANSACTIONS (continued)
Common Stock
On October 28, 2003, the Company issued 35,000,000 shares of common
stock (5,000,000 shares before effects of reverse acquisition) for $9,123 of
start-up expenses.
On February 18, 2004, the Company acquired Very Basic Media, Inc. in a
reverse acquisition. The 5,000,000 shares that were previously issued were
retroactively adjusted to reflect the equivalent number of shares (35,000,000)
that were issued in connection with the reverse acquisition. The acquisition was
recorded by a credit to common stock of $30,000 and a debit to paid-in capital
of $4,123 and a debit to retained earnings of $25,877. All references to stock
reflect the retroactive adjustment to the shares.
Also on February 18, 2004, an additional 8,091,786 shares of common
stock were issued to the previous owners of TecScan International, Inc. This
entry was recorded by a credit to common stock of $8,092 and a debit to retained
earnings of $8,092.
NOTE 3 - DEVELOPMENT STAGE COMPANY
The Company has not begun principal operations and as is common with a
development stage company, the Company has had recurring losses during its
development stage.
NOTE 4 - SUBSEQUENT EVENTS
On April 5, 2004, the Company acquired 100% of the outstanding common
stock of Bio-Life Laboratories Corporation in a reverse acquisition. As of April
5, 2004, a new reporting entity was created. Bio-Life Laboratories Corporation
will be considered the new reporting entity for financial reporting purposes.
Item 2. Management's Discussion and Analysis of Financial Condition and Plan of
Operations.
FORWARD-LOOKING STATEMENTS MAY NOT PROVE ACCURATE
When used in this Form 10-QSB, the words anticipated, estimate, expect, and
similar expressions are intended to identify forward-looking statements. Such
statements are subject to certain risks, uncertainties and assumptions including
the possibility that the Company's will fail to generate projected revenues.
Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from
those anticipated, estimated or projected.
Plan of Operations
The Company is in the process of attempting to identify and acquire a
favorable business opportunity. On April 5, 2004, the Company acquired 100% of
the outstanding common stock of Bio-Life Laboratories Corporation in a reverse
acquisition. As of April 5, 2004, a new reporting entity was created. Bio-Life
Laboratories Corporation will be considered the reporting entity for financial
reporting purposes.
Liquidity and Capital Resources
The Company expects that it will be required to seek additional
financing in the future. There can be no assurance that such financing will be
available at all or available on terms acceptable to the Company.
Item 3. Controls and Procedures
The Company's Chief Executive Officer and Chief Financial Officer have
concluded, based on an evaluation conducted within 90 days prior to the filing
date of this Quarterly Report on Form 10- QSB, that the Company's disclosure
controls and procedures have functioned effectively so as to provide those
officers the information necessary to evaluate whether:
(i) this Quarterly Report on Form 10-QSB contains any untrue statement
of a material fact or omits 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 Quarterly Report on Form 10-QSB, and
(ii) the financial statements, and other financial information included
in this Quarterly Report on Form 10-QSB, fairly present in all material
respects the financial condition, results of operations and cash flows
of the Company as of, and for, the periods presented in this Quarterly
Report on Form 10-QSB.
There have been no significant changes in the Company's internal controls or in
other factors since the date of the Chief Executive Officer's and Chief
Financial Officer's evaluation that could significantly affect these internal
controls, including any corrective actions with regard to significant
deficiencies and material weaknesses.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 2. Changes in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
On February 18, 2004, the Company filed on Form 8-K under Item 1,
Changes in Control of Registrant. The 8-K reported the acquisition of Very Basic
Media, Inc., and the appointment of Philip T. Kueber as President, Secretary,
Treasurer and Director of the Company. The 8-K also reported the resignations of
Michael Meservy as President and Jon H. Marple and Mary E. Blake as directors.
On April 5, 2004, the Company filed on Form 8-K under Item 1, Changes
in Control of Registrant. The 8-K reported the acquisition of Bio-Life
Laboratories Corporation. The 8-K also reported the resignation of Philip T.
Kueber as President, Secretary, Treasurer and Director of the Company, and the
appointment of Nancy LeMay, David Karam M.D., PhD and Joseph McGhie, LL.B.,
M.B.A. to the Board of Directors, as well as the election of Ms. LeMay as
President and Secretary.
31 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
32 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
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.
TecScan International, Inc.
DATE: May 17, 2004
By: /s/ Philip T. Kueber
-----------------------------------
Philip T. Kueber, President
(Principal Executive & Financial Officer)