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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported) January 26, 2002
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Chopin Venture Group, Inc.
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(Exact name of registrant as specified in its charter)
Nevada
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(State or other jurisdiction of incorporation)
0-32725 88-0492263
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(Commission File Number) (IRS Employer Identification No.)
#203 2955 Gladwin Rd., Abbotsford, BC V2T 5T4, Canada
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (604) 309-6644
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ITEM 1. CHANGE IN CONTROL OF REGISTRANT.
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
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As of January 26, 2002, Chopin Venture Group, Inc., a Nevada
corporation (the "Issuer") consummated a transaction, whereby the Issuer
acquired all of the issued and outstanding shares of BioPlastic Enterprises
Ltd., a British Columbia corporation, ("BEL") in exchange for the issuance by
the Issuer of a total of 6,300,000 newly issued restricted shares of common
voting stock of the to BEL's shareholder pursuant to the Agreement and Plan of
Reorganization, as amended (the "Agreement"), dated as of January 16, 2002, by
and between the Issuer and BEL (the "Closing"). As a condition of the closing of
the share exchange transaction, certain shareholders, officers and directors of
the Issuer cancelled 360,00 shares of common stock of the Issuer following
5-for-1 reverse stock split effected previously by the Issuer. Immediately prior
to the share exchange, there were approximately 19,000 shares of the Issuer's
common stock issued and outstanding. As a result of the acquisition, there were
approximately 6,319,000 shares of common stock issued and outstanding. On
January 28, 2002, the Issuer registered on Form S-8 a total of 681,000 shares of
common stock for certain consulting, legal services and past remuneration. A
total number of shares of common stock outstanding as of February 7, 2002 is
7,000,000.
BioPlastic Enterprises, Ltd. has acquired the exclusive distribution
rights for North America for the raw and finished products which will be
manufactured from a unique degradable product formulation. The process is
patented in China.
Upon the Closing, Patricia Morrison-Heller, the Registrant's Secretary
and director resigned. The new officer and director of the Registrant who is the
designee of BioPlastic Enterprises Ltd., was appointed by the sole remaining
director of the Registrant. The new officer and director is:
NAME OFFICE
---- ------
Daryl Desjardins President, Treasurer, Secretary and Director
As of February 2, 2002, Gerry Martin resigned as the officer and
director of the Registrant.
The name of each person known to the Registrant to own more than 5% of
the securities of the Registrant, persons issued shares pursuant to the
Agreement, the current directors and executive officers of the Registrant and
the percentage of the total issued and outstanding Common Stock (the only voting
securities) of the Registrant owned by such persons as of the Closing date, is
as follows:
AMOUNT OF
NAME AND BENEFICIAL PERCENT OF
ADDRESS DIRECT OWNERSHIP * CLASS *
- ------- ------ ----------- -------
Daryl Desjardins (1) 0 0%
President and Director
Hidden Valley Power Company Ltd. (1) 6,300,000 90%
All Directors and Officers
as a Group (1 person) 6,300,000 90%
- --------------------
* Based upon 7,000,000 shares of common stock outstanding as of February
7, 2002.
2
As used in this table, "beneficial ownership"is determined in
accordance with the rules of the Securities and Exchange Commission and
generally includes voting or investment power with respect to the shares shown.
Except as indicated by footnote and subject to community property laws where
applicable, to the Company's knowledge the stockholders named in the table have
sole voting and investment power with respect to all shares of Common Stock
shown as beneficially owned by them.
(1) c/o the Issuer's address at #203 2955 Gladwin Rd.,Abbotsford, BC V2T
5T4, Canada. Mr. Desjardins is a 50% shareholder of Hidden Valley Power
Company, Ltd.
As of February 7, 2002, there were approximately 28 shareholders of
record.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
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(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED. The financial
statements required by Rule 3-05(b) of Regulation S-X for BioPlastic
Enterprises, Ltd. are filed herein.
(b) PROFORMA FINANCIAL INFORMATION. The pro forma financial information
required by Article 11 of Regulation S-K is not yet available, and will be filed
by amendment within 75 days from the Closing Date.
(c) Exhibits
2. Agreement and Plan of Reorganization
2.1. Agreement and Plan of Reorganization dated as
of January 16, 2002, be tween the Registrant
and BioPlastic Enterprises Ltd.
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: February 20, 2002 CHOPIN VENTURE GROUP, INC.
By: /S/ Daryl Desjardins
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Daryl Desjardins
President
4
YUME DEVELOPMENT INC.
FINANCIAL STATEMENTS
AS AT
JUNE 30, 2001
YUME DEVELOPMENT INC.
FINANCIAL STATEMENTS
INDEX
PAGE
AUDITORS' REPORT F-1
BALANCE SHEET F-2
STATEMENT OF EARNINGS AND DEFICIT F-3
STATEMENT OF CASH FLOWS F-4
NOTES TO THE FINANCIAL STATEMENTS F-5
AUDITORS' REPORT
To the Shareholder of Yume Development Inc.
We have audited the balance sheet of Yume Development Inc. as at June 30, 2001
and the statements of earnings and deficit and cash flows for the year then
ended. These financial statements are the responsibility of the company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with Canadian generally accepted auditing
standards. Those standards require that we plan and perform an audit to obtain
reasonable assurance whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
In our opinion, these financial statements present fairly, in all material
respects, the financial position of the company as at June 30, 2001 and the
results of its operations and cash flows for the year then ended in accordance
with Canadian generally accepted accounting principles.
As required by the Company Act of British Columbia, we report that, in our
opinion, these principles have been applied on a basis consistent with that of
the preceding year.
We have not examined and thus do not express an opinion on the financial
statements for the preceding period.
Vancouver, Canada
October 24, 2001 Chartered Accountants
F-1
YUME DEVELOPMENT INC.
BALANCE SHEET
JUNE 30, 2001
2001 2000
Unaudited
ASSETS
DUE FROM RELATED COMPANY (Note 2) $ -- $ 25,000
INCORPORATION COST 859 859
--------- ---------
$ 859 $ 25,859
========= =========
LIABILITIES
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 6,774 $ 500
Management fees payable 45,000 --
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51,774 500
DUE TO AFFILIATED COMPANY (Note 3) -- 31,661
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51,774 32,161
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SHARE CAPITAL AND DEFICIT
SHARE CAPITAL (Note 4) 100 100
DEFICIT (51,015) (6,402)
--------- ---------
(50,915) (6,302)
--------- ---------
$ 859 $ 25,859
========= =========
Approved By The Director
Director
- ------------------------------------
See accompanying notes to the financial statements
F-2
YUME DEVELOPMENT INC.
STATEMENT OF EARNINGS AND DEFICIT
FOR THE YEAR ENDED JUNE 30, 2001
2001 2000
Unaudited
REVENUE (Note 7) $ 6,661 $ 25,000
--------- ---------
EXPENSES
Management fees 45,000 --
Travel and accomodation 4,850 --
Legal, accounting and audit 1,307 876
Office and miscellaneous 77 --
Advertising and promotion 40 --
Bank charges -- 16
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51,274 892
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EARNINGS (LOSS) FROM OPERATIONS (44,613) 24,108
OTHER INCOME -- 208
LOSS ON DISPOSAL OF CAPITAL ASSETS -- (386)
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NET EARNINGS (LOSS) FOR THE YEAR (44,613) 23,930
DEFICIT, BEGINNING OF YEAR (6,402) (30,332)
--------- ---------
DEFICIT, END OF YEAR $(51,015) $ (6,402)
========= =========
See accompanying notes to the financial statements
F-3
YUME DEVELOPMENT INC.
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED JUNE 30, 2001
2001 2000
Unaudited
CASH PROVIDED BY (USED FOR)
OPERATING ACTIVITIES
Net earnings (loss) for the year $(44,613) $ 23,930
Items not involving cash:
Loss on disposal of capital assets -- 386
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(44,613) 24,316
Changes in non-cash working capital items:
Increase (decrease) in accounts payable and accrued liabilities 6,274 (700)
Increase in management fees payable 45,000 --
--------- ---------
6,661 23,616
INVESTING ACTIVITY
Advances (to) from related company 25,000 (25,000)
FINANCING ACTIVITY
Repayment of loan from affiliated company (31,661) (1,963)
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INCREASE (DECREASE) IN CASH -- (3,347)
CASH, BEGINNING OF YEAR -- 3,347
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CASH, END OF YEAR $ -- $ --
========= =========
See accompanying notes to the financial statements
F-4
YUME DEVELOPMENT INC.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED JUNE 30, 2001
1. SIGNIFICANT ACCOUNTING POLICY
Use of Estimates
The presentation of financial statements in conformity with Canadian
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets
and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting year.
Actual results could differ from those estimates.
2. DUE FROM RELATED COMPANY
The loan due from El-Jay Developments Ltd. was unsecured, non-interest
bearing and without specified terms of repayment.
3. DUE TO AFFILIATED COMPANY
This amount represented the balance owing to MG5 Investments Ltd.,
another Canadian controlled private corporation owned by the
shareholder. The loan was unsecured, non-interest bearing and without
specified terms of repayment.
4. SHARE CAPITAL
Share capital is represented by the following:
Authorized: 2,000,000 10% non-cumulative preference shares
with a par value of $1 each
100,000 Class A voting common shares without par
value
100,000 Class B non-voting common shares without
par value
Issued: 100 Class A shares $ 100
=============
5. FINANCIAL INSTRUMENTS
The company's financial instruments consist of accounts payable and
accrued liabilities and management fees payable. Unless otherwise
noted, it is management's opinion that the company is not exposed to
significant foreign exchange, interest or credit risks arising from
these financial instruments and that the carrying values approximate
their fair values.
6. STATEMENT OF CASH FLOWS
Interest and income taxes paid during the year were nil (2000: $nil).
F-5
YUME DEVELOPMENT INC.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED JUNE 30, 2001
7. RELATED PARTY TRANSACTION
During the year the company received $6,661 (2000: $25,000) for
management services provided to a related company.
8. GOING CONCERN
These financial statements have been prepared on a going concern basis
which contemplates the realization of assets and payment of liabilities
in the ordinary course of business. Should the Company be unable to
continue as a going concern, it may by unable to realize the carrying
value of its assets and to meet its liabilities as they become due.
9. INCOME TAXES
At June 30, 2001, the company has losses carried forward for income tax
purposes of $55,342 available for deduction against future years'
taxable income. If unutilized, these losses will expire in the fiscal
years ending as follows:
2006 $ 10,606
2008 44,736
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$ 55,342
=============
10. SUBSEQUENT EVENT
Subsequent to year end, the company changed its name to Bioplastic
Enterprises Ltd.
F-6
YUME DEVELOPMENT INC.
FINANCIAL STATEMENTS
AS AT
SEPTEMBER 24, 2001
YUME DEVELOPMENT INC.
FINANCIAL STATEMENTS
INDEX
PAGE
AUDITORS' REPORT F-1
BALANCE SHEET F-1
STATEMENT OF EARNINGS AND DEFICIT F-3
STATEMENT OF CASH FLOWS F-4
NOTES TO THE FINANCIAL STATEMENTS F-5
AUDITORS' REPORT
To the Shareholders of Yume Development Inc.
We have audited the balance sheet of Yume Development Inc. as at September 24,
2001 and the statements of earnings and deficit and cash flows for the three
month period then ended. These financial statements are the responsibility of
the company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with Canadian generally accepted auditing
standards. Those standards require that we plan and perform an audit to obtain
reasonable assurance whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
In our opinion, these financial statements present fairly, in all material
respects, the financial position of the company as at September 24, 2001 and the
results of its operations and cash flows for the three month period then ended
in accordance with Canadian generally accepted accounting principles.
As required by the Company Act of British Columbia, we report that, in our
opinion, these principles have been applied on a basis consistent with that of
the preceding year.
Vancouver, Canada
October 29, 2001 Chartered Accountants
F-1
YUME DEVELOPMENT INC.
BALANCE SHEET
SEPTEMBER 24, 2001
SEPTEMBER 24, JUNE 30,
2001 2001
ASSETS
DEFERRED EXPENDITURES (Notes 1b and 2) $ 29,475 $ --
INCORPORATION COST 859 859
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$ 30,334 $ 859
========= =========
LIABILITIES
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 37,590 $ 6,774
Management fees payable 60,000 45,000
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97,590 51,774
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SHARE CAPITAL AND DEFICIT
SHARE CAPITAL (Note 3) 100 100
DEFICIT (67,356) (51,015)
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(67,256) (50,915)
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$ 30,334 $ 859
========= =========
Approved By The Directors
Director
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Director
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See accompanying notes to the financial statements
F-2
YUME DEVELOPMENT INC.
STATEMENT OF EARNINGS AND DEFICIT
FOR THE THREE MONTH PERIOD ENDED SEPTEMBER 24, 2001
THREE MONTH
PERIOD ENDED YEAR ENDED
SEPTEMBER 24, JUNE 30,
2001 2001
REVENUE $ -- $ 6,661
--------- ---------
EXPENSES
Management fees 15,000 45,000
Legal, accounting and audit 902 1,307
Advertising and promotion 320 40
Vehicle 78 --
Office and miscellaneous 41 77
Travel and accomodation -- 4,850
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16,341 51,274
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NET LOSS FOR THE PERIOD (16,341) (44,613)
DEFICIT, BEGINNING OF PERIOD (51,015) (6,402)
--------- ---------
DEFICIT, END OF PERIOD $(67,356) $(51,015)
========= =========
See accompanying notes to the financial statements
F-3
YUME DEVELOPMENT INC.
STATEMENT OF CASH FLOWS
FOR THE THREE MONTH PERIOD ENDED SEPTEMBER 24, 2001
THREE MONTH
PERIOD ENDED YEAR ENDED
SEPTEMBER 24, JUNE 30,
2001 2001
CASH PROVIDED BY (USED FOR)
OPERATING ACTIVITIES
Net loss for the period $(16,341) $(44,613)
Changes in non-cash working capital items:
Increase in accounts payable and accrued liabilities 30,816 6,274
Increase in management fees payable 15,000 45,000
--------- ---------
29,475 6,661
--------- ---------
INVESTING ACTIVITIES
Advances from related company -- 25,000
Deferred expenditures incurred (29,475) --
--------- ---------
(29,475) 25,000
--------- ---------
FINANCING ACTIVITY
Repayment of loan from affiliated company -- (31,661)
--------- ---------
INCREASE (DECREASE) IN CASH -- --
CASH, BEGINNING OF PERIOD -- --
--------- ---------
CASH, END OF PERIOD $ -- $ --
========= =========
See accompanying notes to the financial statements
F-4
YUME DEVELOPMENT INC.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE THREE MONTH PERIOD ENDED SEPTEMBER 24, 2001
1. SIGNIFICANT ACCOUNTING POLICY
a) Use of Estimates
The presentation of financial statements in conformity with
Canadian generally accepted accounting principles requires
management to make estimates and assumptions that affect the
reported amounts of 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.
b) Amortization of Deferred Expenditures
The deferred expenditures, as outlined in Note 2, have been
capitalized and will be amortized over an appropriate period once
operations have commenced. If the project is abandoned or is
determined to not be economically viable, the costs will be written
off.
2. DEFERRED EXPENDITURES
This amount represents costs incurred towards developing a business
plan and securing certain licenses and permits to operate the business.
The business involves the formation of a joint venture in mainland
China which will manufacture disposable products from a biodegradable
plastic resin.
3. SHARE CAPITAL
Share capital is represented by the following:
Authorized: 2,000,000 10% non-cumulative preference shares
with a par value of $1 each
100,000 Class A voting common shares without
par value
100,000 Class B non-voting common shares
without par value
Issued: 100 Class A shares $ 100
==========
4. FINANCIAL INSTRUMENTS
The company's financial instruments consist of accounts payable and
accrued liabilities and management fees payable. Unless otherwise
noted, it is management's opinion that the company is not exposed to
significant foreign exchange, interest or credit risks arising from
these financial instruments and that the carrying values approximate
their fair values.
5. STATEMENT OF CASH FLOWS
Interest and income taxes paid during the current fiscal period and
prior fiscal year were nil.
F-5
YUME DEVELOPMENT INC.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE THREE MONTH PERIOD ENDED SEPTEMBER 24, 2001
6. GOING CONCERN
These financial statements have been prepared on a going concern basis
which contemplates the realization of assets and payment of liabilities
in the ordinary course of business. Should the Company be unable to
continue as a going concern, it may by unable to realize the carrying
value of its assets and to meet its liabilities as they become due.
7. INCOME TAXES
At September 24, 2001, the company has losses carried forward for
income tax purposes of $71,523 available for deduction against future
years' taxable income. If unutilized, these losses will expire in the
fiscal years ending as follows:
2005 $ 10,606
2007 44,736
2008 16,181
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$ 71,523
=============
8. RELATED PARTY TRANSACTIONS
Of the balance in accounts payable and accrued liabilities $10,016
(June 30, 2001: $5,155) is for reimbursement of company expenses
incurred by an individual who subsequently became a director and
shareholder of the company, and his associate. The management fees
incurred which are still outstanding, are owed to two individuals, or a
company they control, who became directors and shareholders of the
company subsequent to the balance sheet date.
9. SUBSEQUENT EVENT
Subsequent to year end, the company changed its name to Bioplastic
Enterprises Ltd.
F-6