U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB/A
(Amendment No. 1)
(Mark One)
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X Quarterly report under Section 13 or 15(d) of he Securities
Exchange Act of 1934
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For the quarterly period ended July 31, 2004
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Transition report under Section 13 or 15(d) of the Exchange Act
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For the transition period from ___________ to _________
Commission file number 0-26851
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BF ACQUISITION GROUP IV, INC.
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(Exact Name of Small Business Issuer as Specified in Its Charter)
Florida 65-013586
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
2501 Turk Boulevard, San Francisco, CA 94118
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(Address of Principal Executive Offices)
(415) 831-1974
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(Issuer's Telephone Number, Including Area Code)
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(Former Name, Former Address and Former Fiscal ear, 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
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APPLICABLE ONLY TO ISSUERS INVOLVED IN
BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court.
Yes No
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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:
825,000
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Transitional Small Business Disclosure Format (check one):
Yes No X
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INDEX
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements............................................3
Item 2. Management's Discussion and Analysis or Plan of Operation.......8
Item 3. Controls and Procedures........................................10
PART II
OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K...............................10
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
BF ACQUISITION GROUP IV, INC.
Balance Sheet
July 31, 2004
(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents $ 26,903
Prepaid Expenses 1,000
Due From Affiliates 18,825
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Total Current Assets 46,728
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Fixed Assets: 3,500
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Other Assets:
Available of sale securities 300,000
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Security Deposits 1,100
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301,100
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Total Assets: $ 351,328
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LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accrued Expenses $ 11,931
Advances from unrelated parties 370,300
Loans from shareholders 300
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Total Current Liabilities 382,531
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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 (37,144)
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Total stockholders' deficit (31,203)
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Total liabilities and stockholders' deficit $ 351,328
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The accompanying notes are an integral part of these financial statements.
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BF ACQUISITION GROUP IV, INC.
Statements of Operations
(Unaudited)
Period from
Inception
For the Three Month Period Ended (April 15, 1999)
July 31 through July 31, 2004
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2004 2003
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Revenues $ - - $ - - $ - -
Cost of Goods Sold - - - - - -
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Gross Profit $ - - $ - - $ - -
General and Administrative Expenses 25,962 550 37,144
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Loss before income tax provision $ (25,962) $ (550) $ (37,144)
Provision for income taxes - - - - - -
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Net Loss $ (25,962) $ (550) $ (37,144)
================== ================== =========================
Loss Per Share
Basic and Diluted $ (0.0315) $ (0.0007)
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Weighted Average Shares Outstanding
Basic and Diluted
825,000 825,000
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See notes to condensed financial statements.
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BF ACQUISITION GROUP IV, INC.
Statements of Cash Flows
(Unaudited)
Period from
Inception
For the Three Month Periods Ended (April 15, 1999)
July 31 through July 31, 2004
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2004 2003
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Cash Flows Used for Operating Activities
Net Loss $ (25,962) $ (550) $ ($37,144)
Common Stock Issued for Services 441
Changes in Assets and Liabilities:
Increase in due from affiliates (18,825) (18,825)
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Increase in Prepaid Expenses (1,000) (1,000)
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Increase in Security Deposits (1,100) (1,100)
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Increase in Accrued Expenses 6,990 550 11,931
Increase in advances from unrelated parties 370,300 370,300
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Net Cash Used for Operating Activities $330,403 $ ___ $324,603
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Cash Flows Used for Investing Activities
Purchase of Capital Assets (3,500) ($3,500)
$ ---
Purchase of investments (300,000) (300,000)
$ ---
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Net Cash Used for Investing Activities $(303,500) $ ___ ($303,500)
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Cash Flows From Financing Activities
Proceeds from Issuance of Common Stock, Net 5,500
Proceeds from Issuance of Debt to Related Party 300
Repayments on Debt
Repayments on Capital Lease Obligations
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Net Cash Provided by Financing Activities ___ ___ $5,800
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Net Increase in Cash and Cash Equivalents $26,903 ___ $26,903
Cash, Beginning of Period ___ ___ ___
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Cash, End of Period $26,903 ___ 26,903
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BF ACQUISITION GROUP IV, INC.
Notes to Condensed Financial Statements
1. ORGANIZATION AND BASIS OF PRESENTATION:
BF Acquisition Group IV, 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 United
States 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 months ended July 31, 2004 and 2003 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 of the period.
Certain information and footnote disclosure normally included in
financial statements prepared in accordance with United States 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.
These financial statements should be read in conjunction with the
financial statements and notes thereto included in the Company's Annual Report
on Form 10-KSB on file with the Securities and Exchange Commission.
2. ADVANCES FROM NON AFFILIATES:
During the quarter ended July 31, 2004, the Company received advances
totaling $370,300 form non affiliated individuals. Such funds were utilized for
general corporate purposes and to purchase investments in the common stock of
various corporations. The Company intents to settle such advances in the near
future by the issuance of debt or equity instruments.
3. INVESTMENTS:
The Company's investments at July 31, 2004 consist of equity securities
that are considered available for sale. The carrying amounts of such investment
approximate market value. Management intends to hold such investment for long
range investment purposes. No
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individual investments exceed 20% of the outstanding stock of such companies nor
does the Company have any influence on such companies.
4. 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.
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Item 2. Management's Discussion and Analysis or 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 audited 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."
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 have currently initiated
activities to establish our business plan during the development stage.
Management is devoting most of its efforts to general business planning, raising
capital, seeking appropriate business partners for either a merger or
acquisition and developing other business opportunities.
As described above, we became dormant for a period of time due to the
lack of capital. We incurred losses 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 a going
concern consideration in the Notes to our Financial Statements.
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Liquidity and Capital Resources.
Our Financial Statements have been prepared in conformity with the
United States generally accepted accounting principles. The information for the
three months ended July 31, 2004 and 2003 has not been audited by independent
certified public accounts.
For the three months ended July 31, 2004, the Company was provided
advances in cash from non-affiliated parties in the amount of $370,300. These
advances carry no interest and the Company intends to settle these advances by
the issuance of debt or common stock. However, no definitive terms have been
reached with respect to the settlement of these advances. The cash was used for
investments in common equity securities of non-affiliated companies and general
operating expenses. The Company does not own control in any of these
non-affiliated companies. The Company has a receivable from its affiliates in
the amount of $18,825. It is also the intent of the Company to settle this
receivable by receiving common stock in those companies. No definitive terms
have been reached as of the date of this report.
The notes to the financial statements include a "Going Concern"
consideration due to the Company's accumulated losses and working capital
deficiency. However, in conjunction with our search for a business partner or
acquisition, we intend to overcome the "Going Concern" consideration for our
Company. We cannot be assured, however, that the Company will, by its efforts,
obtain a business partner or acquisition that will meet its capital needs for
the next twelve months.
Critical Accounting Estimates
Other than the Going Concern issue, there were no material estimates or
assumptions for this reporting period.
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 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 the period covered by this report,
management believes that the Company, in its development stage, has implemented
adequate controls and procedures.
Subsequent Event
Subsequent to the period of this Report, the Company is in discussions
with a Delaware corporation, also in the development stage, in an attempt to
form a business partnership. The Delaware Corporation is currently raising funds
and intends to create a Business Development Company ("BDC") which is expected
to invest in and assist in managing start-up and small companies as well as
mature private companies seeking to maximize their value. There is no assurance
the Company will be able to make such a combination that will be beneficial to
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its shareholders. The Company currently believes that such a combination will
provide shareholder value and potential for growth.
Item 3. Controls and Procedures
Our management, under the supervision and with the participation of the
principal executive officer and principal financial officer, has evaluated the
effectiveness of our controls and procedures related to our reporting and
disclosure obligations as of July 31, 2004, which is the end of the period
covered by this Quarterly Report on Form 10-QSB. Based on that evaluation, the
principal executive officer and principal financial officer have concluded that
our disclosure controls and procedures are effective.
PART II
OTHER INFORMATION
There were no changes that occurred during the fiscal quarter ended
July 31, 2004 that have materially affected, or are reasonably likely to
materially affect, our internal controls over financial reporting.
Item 6. Exhibits and Reports on Form 8-K
Exhibits.
Exhibit 31.1 Certification of Chief Executive Officer
Exhibit 31.2 Certificate of Chief Financial Officer
Exhibit 32 Certification Pursuant to Section 1350 of Chapter
63 of Title 18 of the United States Code
Reports on Form 8-K
The Company filed no Current Reports on Form 8-K during the three month
period ended July 31, 2004.
SIGNATURES
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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.
Date: September 28, 2004 By: /s/ William R. Colucci
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William R. Colucci, President, Principal
Executive Officer and Principal
Accounting Officer
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