U.S. Securities and Exchange Commission
Washington, DC 20549
Form 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended January 31, 2001
[ ] 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 0-26843
BF Acquisition Group I, Inc.
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(Exact name of small business issuer as
specified in its charter)
Florida 65-0913582
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(State of other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
319 Clematis Street, Suite 812, West Palm Beach, Florida 33401
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(Address of principal executive offices)
(561) 655-0665
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(Issuer's telephone number)
(Former name, former address, and former fiscal year, if changed
since last report)
Check whether the issuer (1) filed all reports required to be filed
by Section 13 or 15 (d) of the Exchange Act 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 issuer's
classes of common equity, as of the latest practicable date: As of
March 16, 2001, there were 825,000 shares of common stock, $0.001 par
value, issued and outstanding.
Transitional Small Business Disclosure Format (check one);
Yes [ ] No [X]
BF ACQUISITION GROUP I, INC.
Form 10-QSB Index
January 31, 2001
Page
Part I: Financial Information.............................. 3
Item 1. Financial Statements ......................... 3
Balance Sheets-
January 31,2001 (Unaudited) and
April 30, 2000 (Unaudited).................. 4
Statements of Operations -
Three months ended January 31, 2001 and 2000
(unaudited) and Nine months ended
January 31, 2001 and 2000 (unaudited)........ 5
Statements of Stockholders' Equity
From April 15, 1999 through January 31,2001... 6
Statements of Cash Flows -
Three months ended January 31, 2001 and 2000
(unaudited) and Nine months ended
January 31, 2001 and 2000 (unaudited)......... 7
Notes to Financial Statements ..................... 8
Item 2. Management's Plan of Operation ................. 11
Part II: Other Information ................................ 12
Item 1. Legal Proceedings ............................ 12
Item 2. Changes in Securities ........................ 13
Item 3. Defaults Upon Senior Securities. ............. 13
Item 4. Submission of Matters to a Vote of
Security Holders.............................. 13
Item 5. Other Information ............................ 13
Item 6. Exhibits and Reports on Form 8-K ............. 13
Signatures .................................................. 13
2
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
--------------------
3
BF ACQUISITION GROUP I, INC.
(A Development Stage Company)
BALANCE SHEET
January 31, April 30,
2001 2000
----------- -----------
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 339 $ 1,082
----------- -----------
Total assets $ 339 $ 1,082
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accrued Expenses $ 1,075 $ 650
Stockholders' equity:
Preferred stock, no par value; 5,000,000 shares
authorized; none issued or outstanding - -
Common stock $0.001 par value; 50,000,000 shares
authorized, 815,000 and 795,000 shares issued and
outstanding at January 31, 2001 and April 30, 2000,
respectively 815 795
Additional paid-in capital 4,626 3,646
Deficit accumulated during the development stage (6,177) (4,009)
----------- -----------
Total stockholders' equity (736) 432
----------- -----------
Total liabilities and stockholders' equity $ 339 $ 1,082
=========== ===========
The accompanying notes are an integral part of these financial statements.
4
BF ACQUISITION GROUP I, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(unaudited)
Three months Three months Nine months Nine months
ended ended ended ended
January 31, January 31, January 31, January 31,
2001 2000 2001 2000
----------- ----------- ----------- -----------
(unaudited) (unaudited) (unaudited) (unaudited)
Revenues $ - $ - $ - $ -
General and administrative expenses 928 344 2,168 2,366
----------- ---------- ----------- -----------
Loss before income tax provision (928) (344) (2,168) (2,366)
Provision for income taxes - - - -
----------- ---------- ----------- -----------
Net loss $ (928) $ (344) $ (2,168) $ (2,366)
=========== ========== =========== ===========
Basic and diluted loss per common share:
Basic and diluted loss per common share $ (0.0011) $ (0.0004) $ (0.0027) $ (0.0031)
=========== ========== =========== ===========
Weighted average number of common
shares outstanding 812,174 785,000 803,043 772,283
=========== ========== =========== ===========
The accompanying notes are an integral part of these financial statements.
5
BF ACQUISITION GROUP I, INC.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY
Deficit
Accumulated
Additional during the Total
Common Stock Paid-in Development Stockholders'
Shares Amount Capital Stage Equity
--------- ------ ---------- ----------- -------------
Balance, April 15, 1999 - $ - $ - $ - -
Sale of 510,000 shares of common stock 510,000 510 490 - 1,000
Common stock issued for services 190,000 190 182 372
Net loss - - - (372) (372)
--------- ------ ---------- ----------- -------------
Balance, April 30, 1999 700,000 $ 700 $ 672 $ (372) $ 1,000
========= ====== ========== =========== =============
Sale of 60,000 shares of common stock 60,000 60 2,940 - 3,000
Common stock issued for services 35,000 35 34 69
Net loss - - - (3,637) (3,637)
--------- ------ ---------- ----------- -------------
Balance, April 30, 2000 795,000 $ 795 $ 3,646 $ (4,009) $ 432
========= ====== ========== =========== =============
Sale of 20,000 shares of common stock 20,000 20 980 1,000
Net loss (2,168) (2,168)
--------- ------ ---------- ----------- -------------
Balance, January 31, 2001 815,000 $ 815 $ 4,626 $ (6,177) $ (736)
========= ====== ========= =========== =============
The accompanying notes are an integral part of these financial statements.
6
BF ACQUISITION GROUP I, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
Three months Three months Nine months Nine months
ended ended ended ended
January 31, January 31, January 31, January 31,
2001 2000 2001 2000
(unaudited) (unaudited) (unaudited) (unaudited)
----------- ----------- ----------- -----------
Cash flows from operating activities:
Net loss $ (928) $ (344) $ (2,168) $ (2,366)
Common stock issued for services - - 69
Changes in liabilities:
Increase in accrued expenses 123 - 425 -
----------- ----------- ----------- -----------
Net cash used in operating activities (805) (344) (1,743) (2,297)
----------- ----------- ----------- -----------
Cash flows from financing activities:
Sale of common stock 500 1,000 2,500
----------- ----------- ----------- -----------
Net cash provided by financing activities 500 - 1,000 2,500
----------- ----------- ----------- -----------
Net (decrease) increase in cash and cash equivalents (305) (344) (743) 203
Cash and cash equivalents at beginning of period 644 1,547 1,082 1,000
----------- ----------- ----------- -----------
Cash and cash equivalents at end of period $ 339 $ 1,203 $ 339 $ 1,203
=========== =========== =========== ===========
The accompanying notes are an integral part of these financial statements.
7
BF ACQUISITION GROUP I, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(unaudited)
1. ORGANIZATION AND BASIS OF PRESENTATION:
BF Acquisition Group I, Inc., (the "Company"), a development stage
company, was organized in Florida on April 15, 1999 as a "shell"
company which plans to look for suitable business partners or
acquisition candidates to merge with or acquire. Operations since
incorporation have consisted primarily of obtaining the initial
capital contribution by the founding shareholders and coordination
of activities regarding the SEC registration of the Company.
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure 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.
The information for the three and nine months ended January 31,
2001 includes all adjustments which are, in the opinion of
management, necessary to a fair statement of the results for the
period.
Certain information and footnote disclosure normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been omitted pursuant to the
requirements of the Securities and Exchange Commission, although
the Company believes that the disclosures included in these interim
financial statements are adequate to make the information not
misleading.
It is suggested that these consolidated financial statements should
be read in conjunction with the consolidated financial statements
and notes thereto included in the Company's Annual Report on Form
10-KSB (see File Number 000-26843) on file with the Securities and
Exchange Commission.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Income Taxes
- ------------
The Company accounts for income taxes in accordance with the
Statement of Financial Accounting Standards No. 109, "Accounting
for Income Taxes", which requires the recognition of deferred tax
liabilities and assets at currently enacted tax rates for the
expected future tax consequences of events that have been included
in the financial statements or tax returns. A valuation allowance
is recognized to reduce the net deferred tax asset to an amount
that is more likely than not to be realized. The tax provision
shown on the accompanying statement of operations is zero since the
deferred tax asset generated from the net operating loss is offset
in its entirety by valuation allowances.
8
BF ACQUISITION GROUP I, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(unaudited)
Cash and Cash Equivalents
- -------------------------
Cash and cash equivalents, if any, include all highly liquid debt
instruments with an original maturity date of three months or less
at the date of purchase.
Earnings Per Common Share
- -------------------------
The Company follows the provisions of SFAS No. 128, "Earnings Per
Share", which requires companies with complex capital structures or
common stock equivalents to present both basic and diluted earnings
per share ("EPS") on the face of the income statement. Basic EPS
is calculated as income available to common stockholders divided by
the weighted average number of common shares outstanding during the
period. Diluted EPS is calculated using the "if converted" method
for convertible securities and the treasury stock method for
options and warrants as previously prescribed by Accounting
Principles Board Opinion No. 15, "Earnings Per Share".
Statement of Comprehensive Income
- ---------------------------------
A statement of comprehensive income has not been included, per SFAS
130, "Reporting Comprehensive Income", as the Company has no items
of other comprehensive income.
3. LOSS PER COMMON SHARE:
Net loss per common share outstanding, as shown on the statement of
operations, is determined by the weighted average number of shares
of common stock outstanding during the period. Diluted loss per
common share calculations are determined by dividing loss available
to common shareholders by the weighted average number of shares of
common stock and dilutive common stock equivalents outstanding
during the period.
4. CAPITAL STOCK:
Common Stock
- ------------
The holders of the common stock are entitled to one vote per share
and have non-cumulative voting rights. The holders are also
entitled to receive dividends when, as, and if declared by the
Board of Directors. Additionally, the holders of the common stock
do not have any preemptive right to subscribe for, or purchase, any
shares of any class of stock.
Preferred Stock
- ---------------
The Board of Directors of the Company is authorized to provide for
the issuance of the preferred stock in classes or series and, by
filing the appropriate articles of amendment with the Secretary of
State of Florida, is authorized to establish the number of shares
to be included in each class or series and the preferences,
limitations and relative rights of each class or series, which may
include a conversion feature into common stock. This type of
preferred stock is commonly referred to as "blank check preferred
stock". As of March 6, 2001, no shares of preferred stock have
been issued and no preferences, limitations and relative rights
have been assigned.
9
BF ACQUISITION GROUP I, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(unaudited)
5. RELATED PARTY TRANSACTIONS:
Office Facilities
- -----------------
The Company sub-leases office space on a month-to-month basis for a
nominal fee from a shareholder/executive officer of the Company.
10
Item 2. Management's Plan of Operation.
------------------------------
OVERVIEW
The following discussion "Management's Plan of Operation"
contains forward-looking statements. The words "anticipate,"
"believe," "expect," "plan," "intend," "estimate," "project,"
"will," "could," "may" and similar expressions are intended to
identify forward-looking statements. Such statements reflect the
Company's current views with respect to future events and financial
performance and involve risks and uncertainties. Should one or
more risks or uncertainties occur, or should underlying assumptions
prove incorrect, actual results may vary materially and adversely
from those anticipated, believed, expected, planned, intended,
estimated, projected or otherwise indicated.
The following is qualified by reference to, and should be read
in conjunction with the Company's financial statements, and the
notes thereto, included elsewhere in this Form 10-QSB, as well as
the discussion hereunder "Management's Plan of Operation".
PLAN OF OPERATION
BF Acquisition Group I, Inc. (the "Company") is presently a
development stage company conducting virtually no business
operation, other than its efforts to effect a merger, exchange of
capital stock, asset acquisition or other similar business
combination (a "Business Combination") with an operating or
development stage business ("Target Business") which desires to
employ the Company to become a reporting corporation under the
Securities Exchange Act of 1934. To date, the Company has neither
engaged in any operations nor generated any revenue. It receives no
cash flow. The Company will carry out its plan of business as
discussed in Note 1. The Company cannot predict to what extent its
liquidity and capital resources will be diminished prior to the
consummation of a Business Combination or whether its capital will
be further depleted by the operating losses (if any) of the Target
Business which the Company effectuates a Business Combination with.
Since inception to the period covered by this report, the
Company has received a cash infusion of $4,500. With the exception
of certain other professional fees and costs related to a Business
Combination, the Company expects that it will incur minimal
operating costs and meet its cash requirements during the next 12
months. It is likely, however, that a Business Combination might
not occur during the next 12 months. In the event the Company
depletes its present cash reserves prior to the effectuation of a
Business Combination, the Company may cease operations and a
Business Combination may not occur. David M. Bovi, P.A., the
Company's sub-lessor, has agreed to waive all of the Company's rent
payments, if necessary, in order to preserve the Company's cash
reserves. No commitments of any kind to provide additional funds
11
have been made by management, other present shareholders or any
other third person. There are no agreements or understandings of
any kind with respect to any loans from officers or directors of
the Company on behalf of the Company. Accordingly, there can be no
assurance that any additional funds will be available to the
Company to allow it to cover its expenses. In the event the
Company elects to raise additional capital prior to the
effectuation of a Business Combination, it expects to do so through
the private placement of restricted securities rather than through
a public offering. The Company does not currently contemplate
making a Regulation S offering.
Since inception to the period covered by this report, all of
the Company's out of pocket expenses, which approximated $4,000
were paid pursuant to a $1,000 capital infusion made to the Company
by the Company's promoters in exchange for 510,000 shares of Common
Stock and $3,500 capital infusion made to the Company pursuant to
the private sale of 70,000 shares of Common Stock.
Since the Company's cash reserves are minimal, officers and
director's of the Company are compensated by the Company by
issuances of stock in lieu of cash. Presently, there are no
arrangements or anticipated arrangements to pay any type of
additional compensation to any officer or director in the near
future. Regardless of whether the Company's cash assets prove to
be inadequate to meet the Company's operational needs, the Company
might seek to compensate providers of services by issuances of
stock in lieu of cash.
To date, we have not yet identified a Target Business to
effectuate a Business Combination with. Therefore, we are unable
predict our cash requirements subsequent to a Business Combination
with the unidentified Target Business. Subsequent to the occurrence
of a Business Combination, we may be required to raise capital
through the sale or issuance of additional securities in order to
ensure that we can meet our operating costs for the remainder of
our fiscal year. No commitments of any kind to provide additional
funds to our Company subsequent to a Business Combination have been
made by management, other shareholders or any other third person.
Accordingly, we cannot assure that additional funds will be
available to us to allow us to cover our expenses subsequent to a
Business Combination. If we cannot meet our operating costs
subsequent to a Business Combination, unless we can obtain
additional capital, we may cease operations.
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
Not Applicable
12
Item 2. Change in Securities
Not Applicable
Item 3. Defaults Upon Senior Securities
Not Applicable
Item 4. Submission of Matters to a Vote of Security Holders
Not Applicable
Item 5. Other Information
Not Applicable
Item 6. Exhibits and Reports on Form 8-K
(a) No reports on Form 8-K were filed during the quarter
ended January 31, 2001.
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.
BF ACQUISITION GROUP I, INC.
Registrant
Date: March 16, 2001 /s/ David M. Bovi
David M. Bovi,
Chief Executive Officer
Date: March 16, 2001 /s/ David M. Bovi
David M. Bovi,
Chief Executive Officer
13