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 October 31, 2001
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[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) O THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to _________
Commission File number 0-26851
BF Acquisition Group IV, 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)
65-0913586
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(IRS Employer Identification No.)
2501 Turk Boulevard, San Francisco, California 94118
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(Address of principal executive offices)
(415) 831-1974
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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 June 15, 2004, there were approximately 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 IV, INC.
Form 10-QSB Index
October 31, 2001
Page
Part I: Financial Information............................... 2
Item 1. Financial Statements................................ 3
Balance Sheet as of October 31, 2001 (Unaudited).... 4
Statement of Operations For the Three
Months Ended October 31, 2001 and 2000 and
Six Months Ended October 31, 2001 and 2000
and Period from Inception (April 15, 1999)
through October 31, 2001 (Unaudited)................ 5
Statement Of Cash Flows For the Six
Months Ended October 31, 2001 and 2000 and
Period from Inception (April 15, 1999)
through October 31, 2001 (Unaudited)................ 6
Notes To Condensed Financial Statements for the
Interim Period Ended October 31, 2001
(Unaudited)......................................... 7
Item 2. Management's Plan of Operation...................... 10
Item 3. Controls and Procedures............................. 10
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................................... 11
Item 6. Exhibits and Reports on Form 8-K.................... 12
Signatures................................................... 12
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
2
BF ACQUISITION GROUP IV, INC.
(A Development Stage Company)
BALANCE SHEET
(unaudited)
October 31,
2001
-----------
ASSETS
Current assets:
Cash and cash equivalents $ -
-----------
Total current assets -
-----------
Total assets $ -
===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accrued Expenses $ 2,760
-----------
Total current liabilities 2,760
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Stockholders' deficit:
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, 825,000 shares issued and outstanding 825
Additional paid-in capital 5,116
Deficit accumulated during the development stage (8,701)
-----------
Total stockholders' deficit (2,760)
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Total liabilities and stockholders' deficit $ -
===========
The accompanying notes are an integral part
of these financial statements.
3
BF ACQUISITION GROUP IV, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(unaudited)
Period from
inception
Three months Three months Six months Six months (April 15, 1999)
ended ended ended ended through
October 31, October 31, October 31, October 31, October 31,
2001 2000 2001 2000 2001
------------ ------------ ----------- ----------- ---------------
Revenues $ - $ - $ - $ - $ -
General and administrative expenses 532 677 1,145 1,172 8,701
------------ ------------ ----------- ----------- ---------------
Loss before income tax provision (532) (677) (1,145) (1,172) (8,701)
Provision for income taxes - - - - -
------------ ------------ ----------- ----------- ---------------
Net loss $ (532) $ (677) $ (1,145) $ (1,172) $ (8,701)
============ ============ =========== ===========
Basic and diluted loss per common share:
Basic and diluted loss per common share $ (0.0006) $ (0.0009) $ (0.0014) $ (0.0015)
============ ============ =========== ===========
Weighted average number of common
shares outstanding 825,000 795,000 825,000 795,000
============ ============ =========== ===========
The accompanying notes are an integral part
of these financial statements.
4
BF ACQUISITION GROUP IV, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(unaudited)
Period from
For the For the inception
six months six months (April 15, 1999)
ended ended through
October 31, 2001 October 31, 2000 October 31, 2001
---------------- ---------------- ----------------
Cash flows from operating activities:
Net loss $ (1,145) $ (1,172) $ (8,701)
Common stock issued for services - - 441
Changes in liabilities:
Increase in accrued expenses 1,100 302 2,760
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Net cash used in operating activities (45) (870) (5,500)
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Cash flows from financing activities:
Sale of common stock - - 5,500
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Net cash provided by financing activities - - 5,500
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Net decrease in cash and cash equivalents (45) (870) -
Cash and cash equivalents at beginning of period 45 1,082 -
---------------- ---------------- ----------------
Cash and cash equivalents at end of period $ - $ 212 $ -
================ ================ ================
The accompanying notes are an integral part
of these financial statements.
5
BF ACQUISITION GROUP IV, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(unaudited)
1. ORGANIZATION AND BASIS OF PRESENTATION:
BF Acquisition Group II, 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 six months ended October
31, 2001 has not been audited by independent certified public
accountants, but 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-SB (see File Number 000-26849) 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.
6
BF ACQUISITION GROUP IV, 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.
Segment Information
-------------------
The Company adopted SFAS No. 131, "Disclosure about Segments
of an Enterprise and Related Information", effective April
30, 1999. SFAS No. 131 establishes standards for the way
that public companies report selected information about
operating segments in annual and interim financial reports to
shareholders. It also establishes standards for related
disclosures about an enterprise's business segments,
products, services, geographic areas and major customers.
The Company operates its business as a single segment. As a
result, no additional disclosure is required.
Recent Accounting Standards
---------------------------
In June 1999, the Financial Accounting Standards Board
("FASB") issued SFAS No. 137, "Accounting for Derivative
Instruments and Hedging Activities - Deferral of FASB
Statement No. 133". SFAS No. 137 defers for one year the
effective date of SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities". SFAS No. 133 will now
apply to all fiscal quarters of all fiscal years beginning
after June 15, 2000. SFAS No. 133 will require the Company
to recognize all derivatives on the balance sheet as either
assets or liabilities measured at fair value. Derivatives
that are not hedges must be adjusted to fair value through
income. The Company will adopt SFAS No. 133 effective for
the year ending April 30, 2002. The Company has not yet
determined the impact SFAS No. 133 will have on its financial
position or results of operations when such statement is
adopted.
7
BF ACQUISITION GROUP IV, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(unaudited)
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 December 4, 2003, no shares of preferred stock
have been issued and no preferences, limitations and relative
rights have been assigned.
5. GOING CONCERN
As reflected in the accompanying financial statements, the
Company's cumulative losses, its working capital deficiency,
and stockholders' deficiency raise substantial doubt about
its ability to continue as a going concern. The ability of
the Company to continue as a going concern is dependent on
the Company's ability to raise additional capital and
implement its business plan. The financial statements do not
include any adjustments that might be necessary if the
Company is unable to continue as a going concern.
8
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 IV, 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, whereby we incurred only
minimal administrative expenses. We are currently initiating
activities to re-establish our business plan and re-enter the
development stage. This has not yet occurred to date, and
management is devoting most of its efforts to general business
planning, raising capital, and developing business opportunities.
As described above, we became 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 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.
Until we obtain business partners or acquisition candidates,
our Company does not expect to meet its current capital
requirements for the next twelve months. Additionally, we cannot
assure you that if we obtain business partners or acquisition
candidates that we will meet our current capital requirements for
the next twelve months. Our auditors have included going concern
considerations in the Notes to our Financial Statements.
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 officer and financial officer of
9
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.
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 officer and financial officer
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, and that the design and operation of the Company's
disclosure controls and procedures remain ineffective as of the
date of this report.
Until we obtain business partners or acquisition candidates,
our Company does not expect to be able to make 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. However, once
we obtain business partners or acquisition candidates, our
Company expects to adopt an independent audit committee, commit
funds for legal and accounting work and the preparation of
financial statements and audits, and bring the Company out of its
dormant period, all of which should enable 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. We cannot assure
you, however, that our obtaining business partners or acquisition
candidates will guarantee that we will be able 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
Item 5. Other Information
Not Applicable
10
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit No. Description of Exhibit
- ----------- ----------------------
(31)
31.1 Certification of the President of BF Acquisition
Group IV, Inc. pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
31.2 Certification of the Treasurer of BF Acquisition
Group IV, Inc. pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
(32)
32.1 Certification of the President of BF Acquisition
Group IV, Inc. pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
32.2 Certification of the Treasurer of BF Acquisition
Group IV, 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 IV, INC.
Registrant
By: /s/William Colucci
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William Colucci, President
Dated: June 16, 2004
By: /s/William Colucci
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William Colucci, President
Dated: June 16, 2004
By: /s/William Colucci
------------------------------
William Colucci, Treasurer
Dated: June 16, 2004