U.S. Securities and Exchange Commission
Washington, DC 20549
Form 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended July 31, 2002
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[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________ to _________
Commission File number 0-26843
BF Acquisition Group I, Inc.
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(Exact name of small business issuer as specified in its charter)
Florida
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(State or other jurisdiction of incorporation or organization)
65-0913582
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(IRS Employer Identification No.)
400 Hampton View Court, Alpharetta, Georgia 30004
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(Address of principal executive offices)
(770) 777-6795
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(Issuer's telephone number)
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(Former name, former address, and former 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 practicable date: As of
January 22, 2004, there were approximately 2,275,000 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
July 31, 2002
Page
Part I: Financial Information.......................................... 3
Item 1. Financial Statements....................................... 3
Balance Sheet as of July 31, 2002 (Unaudited)
And April 30, 2002......................................... 4
Statement of Operations For the Three
Months Ended July 31, 2002 And 2001 (Unaudited)............ 5
Statements of Stockholder's Equity
As of July 31, 2002 (Unaudited)............................ 6
Statement Of Cash Flows For the Three
Months Ended July 31, 2002 And 2001 (Unaudited)............ 7
Notes To Condensed Financial Statements for the
Interim Period Ended July 31, 2002 (Unaudited)............. 8-9
Item 2. Management's Plan of Operation............................. 10
Item 3. Controls and Procedures.................................... 11
Part II: Other Information........................................... 11
Item 1. Legal Proceedings.......................................... 11
Item 2. Changes in Securities...................................... 11
Item 3. Defaults Upon Senior Securities............................ 11
Item 4. Submission of Matters to a Vote of Security Holders........ 11
Item 5. Other Information.......................................... 12
Item 6. Exhibits and Reports on Form 8-K........................... 12
Signatures............................................................. 12
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PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
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BF ACQUISITION GROUP I, INC
BALANCE SHEET
AS OF JULY 31, 2002 AND APRIL 30,
July 31, April 30,
2002 2002
(unaudited)
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ASSETS
CURRENT ASSETS: Cash and cash equivalents $ 0 $ 0
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Total Assets $ 0 $ 0
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LIABILITIES AND STOCKHOLDERS' EQUITY
ACCRUED EXPENSES $ 2,431 $ 2,431
STOCKHOLDERS' EQUITY:
Preferred stock, no par value; 5,000,000 shares
authorized; none issued or outstanding:
Common stock, $.001 par value; 50,000,000 shares
authorized;825,000 shares issued
and outstanding at July 31, 2002 and
April 30, 2002 825 825
Additional paid-in capital 5,116 5,116
Deficit (8,372) (8,372)
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TOTAL STOCKHOLDERS' EQUITY (2,431) (2,431)
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TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 0 $ 0
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The accompanying notes are an integral part of these financial statements
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BF ACQUISITION GROUP I, INC
STATEMENT OF OPERATIONS
(Unaudited)
Three months Three months
ended ended
July 31, July 31,
2002 2001
(unaudited) (unaudited)
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REVENUES $ $
GENERAL AND ADMINISTRATIVE EXPENSES 0 45
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LOSS BEFORE INCOME TAX PROVISION 0 (45)
PROVISION FOR INCOME TAXES
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NET LOSS $ 0 $ (45)
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LOSS PER COMMON SHARE:
Basic and diluted $ 0.0000 $ (0.0001)
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Weighted average number of common
shares outstanding 825,000 825,000
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The accompanying notes are an integral part of these financial statements
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BF ACQUISITION GROUP I, INC
STATEMENTS OF STOCKHOLDERS' EQUITY
Additional Total
Common Stock Paid-In Stockholders'
Shares Amount Capital Deficit Equity
--------- -------- ---------- --------- -------------
Balance, April 30, 2002 825,000 $ 825 $ 5,116 $ (8,372) $ (2,431)
========= ======== ========== ========= =============
Net loss for the three months
ended July 31, 2002 0 0
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Balance, July 31, 2002 825,000 $ 825 $ 5,116 $ (8,372) $ (2,431)
========= ======== ========== ========= =============
The accompanying notes are an integral part of these financial statements
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BF ACQUISITION GROUP I, INC
STATEMENT OF CASH FLOWS
Three months Three months
ended ended
July 31, July 31,
2002 2001
(unaudited) (unaudited)
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Cash flows from operating activities:
Net loss $ 0 $ (45)
Changes in liabilities:
Increase (Decrease) in accrued expenses 0 0
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Net cash used in operating activities 0 (45)
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Cash flows from financing activities:
Sale of common stock 0 (45)
Net (decrease) increase in cash & cash equivalents 0 (45)
Cash & cash equivalents, beginning of period 0 45
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Cash & cash equivalents, end of period $ 0 $ 0
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The accompanying notes are an integral part of these financial statements
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BF Acquisition Group I, Inc.
Notes to Financial Statements
For the Interim Period Ended July 31, 2002
NOTE 1. BASIS OF PRESENTATION AND ORGANIZATION
General
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The accompanying unaudited financial statements of BF Acquisition Group I,
Inc. (the "Company") have been prepared in accordance with generally
accepted accounting principles for interim financial information and with
the instructions to Item 310(b) of Regulation S-B. The requirements set
forth under Item 310(b) require that footnotes and other disclosures should
be provided as needed for the fair presentation of the financial statements
and to ensure that the financial statements are not misleading.
Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. The requirements of Item 310(b) also require disclosure of
material subsequent events and material contingencies notwithstanding
disclosure in the annual financial statements. In the opinion of
management, all adjustments (consisting of normal recurring adjustments)
considered necessary for a fair presentation have been included and there
are no additional material subsequent events or material contingencies that
require disclosure.
The results of operations for the interim periods presented are not
necessarily indicative of the results of operations to be expected for the
fiscal year. These interim financial statements should be read in
conjunction with the annual audited financial statements and footnotes
included in the Company's most recent Form 10-KSB as filed with the
Securities and Exchange Commission.
Organization
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The Company was organized in Florida on April 15, 1999 as a "shell"
company, with plans to seek business partners or acquisition candidates.
However, due to capital constraints, the Company was unable to continue
with its business plans, and it ultimately ceased its activities in March
2001. Through May 2003, the Company was dormant, incurring only minimal
administrative expenses. During June 2003, control of the entity was
obtained by present management, new capital was raised, and activities were
initiated to re-establish the business. In accordance with applicable
accounting standards, the Company re-entered the development stage during
its fiscal quarterly period ending July 31, 2003 when control of the entity
was obtained by present management. As of July 31, 2003, planned principal
operations have not commenced, and management is devoting most of its
efforts to general business planning, raising capital, and developing
business opportunities. The Company's financial statements, beginning May
1, 2003, will present the cumulative amounts of expenses incurred since the
Company re-entered the development stage.
Going Concern Considerations
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The Company's financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the settlement of
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liabilities and commitments in the normal course of business. As described
above, the Company was dormant for a period of time due to the lack of
capital. The Company has incurred a loss from operations, and it does not
have any revenues to cover the Company's incurred expenses. Management
recognizes that the Company must generate additional resources to enable it
to pay its obligations as they come due, and that the Company must
ultimately implement its business plan and achieve profitable operations.
No assurances can be given that the Company will be successful in these
activities. Should any of these events not occur the accompanying
consolidated financial statements will be materially affected.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Income Taxes
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All deferred tax assets created by net operating losses are offset in their
entirety by a deferred tax asset valuation allowance, therefore, there is
no provision or benefit for income taxes.
Earnings Per Common Share
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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
the common shares outstanding during the period. Diluted EPS is the same as
basic EPS for the periods presented as the Company has no common stock
equivalents.
NOTE 3. CONTINGENCY
As described in Note 1, the Company was dormant for approximately three and
one-half years beginning in March 2001. Prior to March 2001, the Company
had elected to become a registrant with the U.S. Securities and Exchange
Commission ("SEC"). During this period it was dormant, the Company did not
file any of the reports with the SEC as required of SEC registrants. No
accrual has been made in the accompanying financial statements for the cost
of actions, if any, that may be taken by the SEC against the Company for
its non-compliance during this period.
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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 our 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. We
caution you not to place undue reliance on these forward-looking
statements, which we have made as of the date of this Quarterly Report
on Form 10-QSB.
The following is qualified by reference to, and should be read in
conjunction with our financial statements ("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
During the period covered by this report, BF Acquisition Group I,
Inc. (the "Company") conducted no business operations and generated no
revenue.
Our Company was initially organized as a "shell" company, with
plans to seek business partners or acquisition candidates; however,
due to capital constraints, we were unable to continue with our
business plan. In March 2001, we ultimately ceased our business
activities and became dormant through May 2003, whereby we incurred
only minimal administrative expenses. During June 2003, we brought in
present management, raised additional capital, and initiated
activities to re-establish our business.
During our fiscal quarterly period ending July 31, 2003, we re-
entered the development stage. At that time present management raised
capital and commenced preparations to register our Company as a
"Business Development Company" ("BDC") with the Securities and
Exchange Commission whereby we will be regulated pursuant to the
requirements of the Investment Company Act of 1940. As of the date
hereof, we have not yet registered as a BDC. As a BDC, we expect to
derive our revenues through direct investments into private companies,
start-up companies, and through the opportunities provided by turn
around companies. We also intend to invest in the commercial real
estate market. Additionally, we will provide fee based business
expertise through in-house consultants and contract consultants. To
date, our planned principal BDC operations have not yet commenced, and
management is devoting most of its efforts to general business
planning, raising capital, and developing business opportunities.
As described above, we were dormant for a period of time due to
the lack of capital. We incurred a loss from operations, and presently
do not have any revenues to cover our incurred expenses. Our
management recognizes that we must generate additional resources to
enable us to pay our obligations as they come due, and that we must
ultimately implement our BDC business plan and achieve profitable
operations. We cannot assure you that we will be successful in any of
these activities. Should any of these events not occur, our financial
condition will be materially adversely affected.
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Presently, our Company expects to meet its current capital
requirements for the next twelve months pursuant to a combination of
third party loans made to our Company and from revenues derived from
the commencement of our business operations.
Item 3. Controls and Procedures.
As of the date this report is filed, an evaluation was performed
under the supervision and with the participation of the Company's
principal executive officers and financial officers of the
effectiveness of the design and operation of the Company's disclosure
controls and procedures (as such term is defined in Rules 13a-15(e)
and 15d-15(e) under the Exchange Act) as of the end of the period
covered by this report. During that period, our Company experienced
significant capital constraints, and we ultimately ceased our business
activities and became dormant through May 2003. During the period
covered by this report, our Company was unable to comply with its
Exchange Act reporting requirements because no accounting work was
completed, no financial statements were prepared, and no audits were
obtained. The evaluation revealed to the Company's principal executive
officers and financial officers that, as a result of those
circumstances, the design and operation of the Company's disclosure
controls and procedures were not effective as of the end of the period
covered by this report.
As of the date this report is filed, our Company's new principal
executive officers and financial officers have made significant
changes in the Company's internal controls and in other factors that
could significantly affect internal controls subsequent to the date of
the above-described evaluation period. In particular, the Company has
adopted an independent audit committee, has committed funds for legal
and accounting work and the preparation of financial statements and
audits, and has brought the Company out of its dormant period as of
May 2003, all of which enables our Company's principal executive
officers and financial officers to maintain our Company as current
pursuant to its Exchange Act reporting obligations and provide our
Company with an effective design and operation of disclosure controls
and procedures.
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
Not Applicable
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
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Item 5. Other Information
Not Applicable
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit No. Description of Exhibit
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(31)
31.1 Certification of the President of BF Acquisition Group I,
Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of the Treasurer of BF Acquisition Group I,
Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(32)
32.1 Certification of the President of BF Acquisition Group I,
Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification of the Treasurer of BF Acquisition Group I,
Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K
Not Applicable
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
By:/s/William Bosso
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William Bosso, President
Dated: January 22, 2004
By:/s/William Bosso
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William Bosso, President
Dated: January 22, 2004
By:/s/William Colucci
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William Colucci, Treasurer
Dated: January 22, 2004
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