SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 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 March 31, 2002
[ ] TRANSITION REPORT UNDER SECTION 14 OR 15(D) OF THE EXCHANGE ACT
For the transition period from__________ to ___________
BIO-ONE CORPORATION
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(Name of Registrant as specified in its charter)
NEVADA 000-31889 65-0815746
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(State or other jurisdiction of (Commission File (IRS Employer
incorporation or organization) No.) Identification No.)
310 Waymont Court, Suite 100, Lake Mary, Florida (407)328-1611
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(Address and telephone number of principal executive offices)
Copies of communications sent to:
Newman, Pollock & Klein, LLP
2101 NW Corporate Boulevard
Suite 414
Boca Raton, Florida 33431
Check whether the issuer has (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months, (or such
shorter period that the Registrant was required to file such report(s), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
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: March 31, 2002
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CLASS Outstanding at March 31, 2002
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Common Stock $.001 par value 12,812,086
BIO-ONE CORPORATION
PART I: FINANCIAL INFORMATION PAGE
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Balance Sheet as of March 31, 2002 (Unaudited)
and December 31, 2002 3-4
Statement of Operations for the three months
ended March 31, 2001 and 200 (unaudited) 5
Statement of Cash Flows for the Three Months
Ended March 31, 2002 and 2001 (unaudited) 6
Notes to Consolidated Financial Statements
(Unaudited) as of March 31, 2002 7
Management Discussion and Analysis of Financial
Condition and Results of Operations 8-9
PART II: OTHER INFORMATION 10
2
BIO-ONE CORPORATION
BALANCE SHEETS
ASSETS
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MARCH 31, 2002 DECEMBER 31,
(UNAUDITED) 2001
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Current assets:
Cash and cash equivalents $ 1,481 34,103
Accounts receivable 3,939 1,672
Inventories 17,669 15,153
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Total current assets 23,089 50,928
Property and equipment, at cost, net of accumulated
depreciation and amortization 17,242 18,242
Deposits 1,700 1,700
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Total assets $42,031 70,870
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See accompanying notes to financial statements.
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BIO-ONE CORPORATION
Balance Sheets
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
March 31, 2002 December 31,
(Unaudited) 2001
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Current liabilities:
Accounts payable $ 106,718 16,037
Accrued expenses 236,208 202,642
Current installments of note payable 74,502 74,502
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Total current liabilities 417,428 293,181
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Shareholders' equity:
Common stock - $.001 par value, authorized 100 million
shares; issued 12,812,086 shares 12,812 12,812
Additional paid in capital 1,030,988 1,030,988
Accumulated deficit (1,419,197) (1,266,111)
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Total shareholders' equity (375,397) (222,311)
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$ 42,031 70,870
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See accompanying notes to financial statements.
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BIO-ONE CORPORATION
STATEMENTS OF OPERATIONS
Three Months Ended
March 31,
2002 2001
(UNAUDITED) (UNAUDITED)
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Revenues:
Net sales $ 20,720 12,790
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Costs and expenses:
Cost of goods sold 8,909 6,884
Selling, general and administrative 163,737 100,333
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172,646 107,217
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Operating loss (151,926) (94,427)
Non-operating revenue (expense):
Interest expense (1,160) (3,769)
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Loss before income taxes (153,086) (98,196)
Provision for income taxes -- --
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Net loss $ (153,086) (98,196)
============ ============
Basic earnings per share $ (0.01) (0.02)
============ ============
Diluted earnings per share $ (0.01) (0.02)
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Weighted average number of shares outstanding 12,812,086 6,482,900
============ ============
See accompanying notes to financial statements.
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BIO-ONE CORPORATION
STATEMENTS OF CASH FLOWS
Three Months Ended
March 31,
2002 2001
(UNAUDITED) (UNAUDITED)
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Cash flows from operating activities:
Net loss $(153,086) (98,196)
Adjustments to reconcile net income to net cash
provide by operating activities:
Depreciation and amortization 1,000 1,000
Changes in operating assets and liabilities:
Accounts receivable (2,267) 241
Inventories (2,516) 3,031
Accounts payable and accrued expenses 124,247 22,788
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Net cash used in operating activities (32,622) (71,136)
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Cash flows from investing activities:
Purchase of property and equipment -- (11,013)
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Net cash used in investing activities -- (11,013)
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Cash flows from financing activities:
Proceeds from sale of common stock -- 125,000
Proceeds from note payable -- --
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Net cash provided by financing activities -- 125,000
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(Decrease) increase in cash and cash equivalents (32,622) 42,851
Cash and cash equivalents - beginning of period 34,103 19,832
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Cash and cash equivalents - end of period $ 1,481 62,683
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See accompanying notes to financial statements.
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BIO-ONE CORPORATION
NOTES TO FINANCIAL STATEMENTS
(1) PRESENTATION OF UNAUDITED FINANCIAL STATEMENTS
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The unaudited financial statements have been prepared in accordance with rules
of the Securities and Exchange Commission and, therefore, do not include all
information and footnotes necessary for a fair presentation of financial
position, results of operations and cash flows, in conformity with generally
accepted accounting principles. The information furnished, in the opinion of
management, reflects all adjustments (consisting only of normal recurring
accruals) necessary to present fairly the financial position as of March 31,
2002, and results of operations and cash flows for the three month periods ended
March 31, 2002 and 2001. The results of operations are not necessarily
indicative of results which may be expected for any other interim period, or for
the year as a whole.
(2) SALES TO MAJOR CUSTOMERS
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During the three months ended March 31, 2002, two customers accounted for 51%,
and 25%, of total revenue.
During the three months ended March 31, 2001, one customer accounted for 76% of
total revenue.
(3) INVENTORIES
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Inventories consist of the following:
DECEMBER 31, MARCH 31, 2002
2001 (UNAUDITED)
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Finished goods $15,153 17,669
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with our
financial statements and the accompanying notes. The following discussion and
analysis contains forward-looking statements, which involve risks and
uncertainties in the forward-looking statements. These forward-looking
statements may be impacted, either positively or negatively, by various factors
Our actual results may differ significantly from the results, expectations and
plans discussed. This Report contains "forward looking statements" relating to
our company's current expectations and beliefs. These include statements
concerning operations, performance, financial condition, anticipated
acquisitions and anticipated growth.
Without limiting the generality of the foregoing, words such as "may", "will",
"would", "expect", "believe", "anticipate", "intend", "could", "estimate", or
"continue", or the negative or other variation thereof or comparable terminology
are intended to identify forward-looking statements. These statements by their
nature involve substantial risks and uncertainties which are beyond our
company's control. Should one or more of these risks or uncertainties
materialize or should our company's underlying assumptions prove incorrect,
actual outcomes and results could differ materially from those indicated in the
forward-looking statements.
Revenues for the three months ended March 31, 2002 as compared to the three
months ended March 31, 2001
While our revenues increased from $12,790 to $20,720, our operating loss
increased from $94,427 to $151,926. This was due primarily to a significant
increase in our selling, general and administrative expenses. We incurred a net
loss of $153,086 as compared to a net loss of $98.196 for the same quarter in
2001. As management focuses on future revenue sources for the Company,
management will attempt to limit any significant increases in selling general
and administrative expenses.
Liquidity and Capital Resources
Our current assets declined from $50,928 as of December 31, 2001 to $23,089 as
of March 31, 2002. Our total assets declined from $70,870 to $42,031. The
primary reason for this decline is attributable to a reduction in our cash and
cash equivalents from $34,103 to $1,481. Total liabilities increased from
$293,181 to $417,428 due primarily to an increase in accounts payable from
$16,037 to $106,718.
Management remains focused on the sale of our current product line. The Company
hopes to expand by locating similarly situated companies and using our common
stock to finance future acquisitions. However, there can be no assurance that
prospective acquisition candidates can be identified or can be acquired solely
for our equity securities. Additional working capital will be required to
increase revenues to any significant level. Management is exploring a number of
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different financing options. However, there can be no assurance that the Company
will be successful in obtaining additional capital.
Part 11 Other Information
Item 1. Legal Proceedings
There have been no legal proceedings filed against us.
Item 2. Change in Securities
We have not issued any additional shares of our common stock since the end of
our fiscal year, December 31, 2001 and as reported in our annual report.
Item 3. Defaults Upon Senior Securities
We have not issued any senior securities and as such there have been no
defaults.
Item 4. Submission of Matters to a Vote of Security Holders
We have not submitted any matters to a vote of our security holders, whether
through proxy or otherwise, during the quarter ended March 31, 2002.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-k
(a) Exhibits.
None
(b) Reports on Form 8-K
None
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
REGISTRANT:
BIO-ONE CORPORATION
/s/ Armand Dauplaise
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BY: Armand Dauplaisse, president
/s/ Kevin Lockhart
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Kevin Lockhart, Secretary
Dated: May 15, 2002
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