UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2002
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ________________ to _______________
COMMISSION FILE NUMBER: 000-32725
CHOPIN VENTURE GROUP, INC.
--------------------------
(Exact name of registrant as specified in its charter)
Nevada 88-0492263
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(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
#203 2955 Gladwin Road, Abbotsford, BC V2T 5T4, Canada
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (604) 835-6661
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 [ ] No [X]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity. As of September 17, 2002 - 7,000,000 shares of Common Stock
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
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CHOPIN VENTURE GROUP, INC.
Index
Page
Number
PART I. FINANCIAL INFORMATION ------
Item 1 CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
Balance Sheet 3
Statements of Operations 4
Statements of Cash Flows 5
Notes to Financial Statements 6-7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
Part II. OTHER INFORMATION
Item 1. Legal Proceedings 9
Item 2. Change in Securities and Use of Proceeds 9
Item 3 Defaults Upon Senior Securities 9
Item 4. Submission of Matters to a Vote of Security Holders 9
Item 5. Other Information 9
Item 6. Exhibits and Reports on Form 8-K 9
SIGNATURES 10
PART III. EXHIBITS
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Part I. Financial Information
Item 1 Financial Statements
CHOPIN VENTURE GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
ASSETS
As of
June 30,
2002
-------------
Cash $ -
Receivable from trust account (Note 2) 787
Other assets 13,198
-------------
Total assets $ 13,985
=============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Accounts payable and accrued expenses (Note 2) $ 73,724
Advances from shareholders (Note 2) 4,985
Other liabilities 15,013
-------------
Total liabilities 93,722
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STOCKHOLDERS' EQUITY (DEFICIT) (NOTE 1)
Preferred stock, $.0001 par value; 5,000,000 shares
authorized; 0 shares issued and outstanding -
Common stock, $.0001 par value; 10,000,000 shares
authorized; 7,000,000 shares issued and outstanding 888
Additional paid-in capital 38,033
Accumulated deficit (118,658)
-------------
Total stockholders' equity (deficit) (79,737)
-------------
Total liabilities and stockholders' equity
(deficit) $ 13,985
=============
See accompanying notes to condensed consolidated financial statements.
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CHOPIN VENTURE GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Three Months Six Months Six Months
Ended Ended Ended Ended
June 30, 2002 June 30, 2001 June 30, 2002 June 30, 2002
------------- ------------- ------------- -------------
General and administrative expenses $ 4,990 $ 14,039 $ 17,627 $ 28,677
------------- ------------- ------------- -------------
LOSS BEFORE TAXES (4,990) (14,039) (17,627) (28,677)
Provision for income taxes - - - -
------------- ------------- ------------- -------------
NET LOSS $ (4,990) $ (14,039) $ (17,627) $ (28,677)
============= ============= ============= =============
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 7,000,000 100 5,950,000 100
============= ============= ============= =============
NET LOSS PER SHARE $ (0.00) $ (140.39) $ (0.00) $ (286.77)
============= ============= ============= =============
See accompanying notes to condensed consolidated financial statem
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CHOPIN VENTURE GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended Six Months Ended
June 30, 2002 June 30, 2001
---------------- ----------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (17,627) $ (28,677)
Adjustments to reconcile net loss to net
cash used by operating activities:
Issuance of common stock for services 7,372 -
Increase (decrease) from changes in:
Accounts payable and accrued expenses 5,270 (28,677
---------------- ----------------
Net cash used by operating
activities (4,985) -
---------------- ----------------
CASH FLOWS FROM FINANCING ACTIVITIES
Advances from shareholders 4,985 -
---------------- ----------------
Net cash provided by financing
activities 4,985 -
---------------- ----------------
NET INCREASE (DECREASE) IN CASH - -
---------------- ----------------
CASH, BEGINNING OF PERIOD - -
---------------- ----------------
CASH, END OF PERIOD $ - $ -
================ ================
See accompanying notes to condensed consolidated financial statem
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CHOPIN VENTURE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTER ENDED JUNE 30, 2002
1. BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
Business and Basis of Presentation
----------------------------------
Chopin Venture Group, Inc. ("Chopin") was incorporated on April 26, 2000
under the laws of the State of Nevada to develop operating opportunities
through business combinations or mergers. In January 2002, Chopin acquired
all of the issued and outstanding common stock of BioPlastic Enterprises
Ltd., a British Columbia corporation that was originally incorporated as
Yume Development, Inc. on October 7, 1992 ("BEL"), in exchange for
6,300,000 newly issued, restricted shares of Chopin's common stock. In
connection with this business combination, Chopin's then current officers
and directors resigned, and BEL's President became the President and the
sole director of the consolidated company (the "Company"). As a result of
the above factors, BEL is deemed to be accounting acquirer.
BEL has acquired the exclusive distribution rights for North America for
raw and unfinished products manufactured from a unique degradable product
formulation that BEL's management believes is patented in China.
As a condition to the closing of this transaction, certain shareholders,
officers, and directors of Chopin cancelled 360,000 shares of their common
stock, which left 19,000 shares of common stock outstanding immediately
prior to the business combination. On January 28, 2002, Chopin registered
on Form S-8 a total of 681,000 shares of Chopin's common stock for past
consulting and legal services rendered to Chopin.
The accompanying June 30, 2002 unaudited condensed consolidated financial
statements include the accounts of BEL and Chopin since the date of the
business combination. Intercompany transactions and balances have been
eliminated in consolidation. The accompanying June 30, 2001 condensed
financial statements include only the accounts of BEL, as the accounting
acquirer.
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with accounting principles generally accepted
in the United States of America for interim financial information and the
instructions to Form 10-QSB. Accordingly, they do not include all the
information and footnotes required by accounting principles generally
accepted in the United States of America for complete financial statements.
In the opinion of management, the interim financial statements include all
adjustments considered necessary for a fair presentation of the Company's
financial position, results of operations and cash flows for the six and
three months ended June 30, 2002 and 2001.
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CHOPIN VENTURE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTER ENDED JUNE 30, 2002
1. BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Business and Basis of Presentation (continued)
----------------------------------------------
These financial statements are not necessarily indicative of the results to
be expected for the full fiscal year. These financial statements should be
read in conjunction with the financial statements and notes thereto
included in Chopin's Form 10-KSB for the year ended December 31, 2001 as
filed with the Securities and Exchange Commission.
Management Estimates
--------------------
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America 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.
Going Concern and Management's Plans
------------------------------------
The Company presently has no operations and limited financial and other
resources. Such matters raise substantial doubt about the Company's ability
to continue as a going concern. Management's plans with respect to these
conditions are to search for additional debt and/or equity funding and
continue development of its business plan. In the interim, the Company will
require minimal overhead, and key administrative and management functions
will be provided by stockholders. Accordingly, the accompanying financial
statements have been presented under the assumption that the Company will
continue as a going concern.
2. RELATED-PARTY TRANSACTIONS
During the quarter ended June 30, 2002, Chopin received legal services from
a stockholder that aggregated $3,750. In connection with such legal
services, Chopin owes the related stockholder $5,750 at June 30, 2002, and
such amount is included in accounts payable and accrued expenses in the
accompanying balance sheet. This stockholder also maintains Chopin's
remaining, unexpended cash proceeds in a trust account.
During the quarter ended June 30, 2002, Chopin received advances from
shareholders aggregating $4,985. Such advances are not collateralized, do
not bear interest, and have no stated repayment terms.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
(a) Plan of Operation.
During the first quarter of 2002 the Registrant consummated a transaction
whereby the Registrant acquired all the issued and outstanding shares of
BioPlastic Enterprises, Ltd. ("BEL") in exchange for the issuance by the
Registrant of a total of 6,300,000 newly issued restricted shares of common
voting stock to BEL's Shareholders pursuant to the Agreement and a Plan of
Reorganization as amended. BioPlastic Enterprises, Ltd. has acquired the
exclusive distribution rights for North America for the raw and finished
products which are intended to be manufactured from a unique degradable product
formulation. The Registrant believes the process is patented in China. The
proprietary starch resin raw material formulation available to BEL was developed
by Nanjing Sushi Degradable Resin Chemical Industry Co. Ltd. ("Nanjing Sushi"),
a first Chinese industrial manufacturer processing degradable resin products.
BEL will purchase raw bio-degradable plastic pellets from Nanjing Sushi and
either resell raw pellets to OEM customers in North America or manufacture
finished goods in North America. Sixty percent of the finished goods are to be
sold in domestic North American market and forty percent exported worldwide. BEL
is an entity which only recently commenced operations and is a developing
Registrant in need of additional funds to expand into new products or markets or
seeking to develop new products and needs additional capital which is perceived
to be easier to raise by a public Registrant. The Registrant plans to do a
private placement to existing shareholders and investors in Canada to secure
working capital in the fourth quarter of 2002. Until then the Registrant will
rely on loans from its principal shareholders.
Forward-Looking Statements
The foregoing Plan of Operation may contain "forward looking statements" within
the meaning of Rule 175 under the Securities Act of 1933, as amended, and Rule
3b-6 under the Securities Act of 1934, as amended, including statements
regarding, among other items, the Registrant's business strategies, continued
growth in the Registrant's markets, projections, and anticipated trends in the
Registrant's business and the industry in which it operates. The words
"believe," "expect," "anticipate," "intends," "forecast," "project," and similar
expressions identify forward-looking statements. These forward-looking
statements are based largely on the Registrant's expectations and are subject to
a number of risks and uncertainties, certain of which are beyond the
Registrant's control. The Registrant cautions that these statements are further
qualified by important factors that could cause actual results to differ
materially from those in the forward looking statements, including, among
others, the following: reduced or lack of increase in demand for the
Registrant's products, competitive pricing pressures and the level of expenses
incurred in the Registrant's operations. In light of these risks and
uncertainties, there can be no assurance that the forward-looking information
contained herein will in fact transpire or prove to be accurate. The Registrant
disclaims any intent or obligation to update "forward looking statements."
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PART II
ITEM 1. LEGAL PROCEEDINGS
To the best knowledge of the officers and directors of the Registrant,
neither the Registrant nor any of its officers or directors is a party to any
material legal proceeding or litigation and such persons know of no other
material legal proceeding or litigation contemplated or threatened.
ITEM 2. CHANGES IN SECURITIES
As a condition of the closing of the share exchange transaction, set forth
above, certain shareholders, officers and directors of the Registrant cancelled
360,00 shares of common stock of the Registrant following 5-for-1 reverse stock
split effected previously by the Registrant. Immediately prior to the share
exchange, there were approximately 19,000 shares of the Registrant'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 Registrant 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 June
30, 2002 was 7,000,000.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
The President of the Registrant is attempting to have the Registrant enter
the wind energy generation business. The Registrant believes it can secure
necessary capital to enter this venture through joint ventures and/or
partnerships. The Registrant has found property in British Columbia, Canada
which the Registrant believes is ideal for the generation of energy. The
property is positioned so that direct access to the British Columbia, Canada
power grid is available to Registrant.
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
99.1 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K
None.
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SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant has caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized.
CHOPIN VENTURE GROUP, INC.
Date: September 27, 2002 By: /s/ Daryl Desjardins
-----------------------
Daryl Desjardins
Chief Executive Officer
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