UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
QUARTERLY REPORT FOR SMALL BUSINESS ISSUERS SUBJECT TO THE
1934 ACT REPORTING REQUIREMENTS
|X| QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended March 31, 2001 Commission File No. 000-27339
BEPARIKO BIOCOM
---------------
(Exact name of registrant as specified in its charter)
Nevada 88-0426887
(State or Other Jurisdiction of (IRS Employer Identification No.)
Incorporation)
150 West 46th Street, 5th Floor, New York, New York 10034
(Address of Principal Executive Offices)
(917) 450-8997
(Registrant's Telephone Number, Including Area Code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 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 |_|
The number of shares outstanding of the Registrant's $0.001 par value common
stock on March 31, 2001 was 5,750,000.
Transitional Small Business Disclosure format (check one):
Yes |_| No |X|
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FINANCIAL STATEMENTS CONTENTS
Page
----
Independent Auditor's Report 1
Financial Statements
Balance Sheet 2
Statement of Operations 3 - 4
Statement of Changes in Stockholders' Equity 5
Statement of Cash Flows 6 - 7
Notes to Financial Statements 8 - 11
INDEPENDENT AUDITOR'S REPORT
Board of Directors
Bepariko Biocom
Las Vegas, Nevada
I have audited the accompanying balance sheets of Bepariko Biocom (a development
stage company), as of March 31, 2001 and March 31, 2000 and the related
statement of stockholders' equity for March 31, 2001 and statements of
operations and cash flows for each of the three months ended March 31, 2001 and
March 31, 2000 and the period April 2, 1997 (inception) to March 31, 2001. These
financial statements are the responsibility of the Company's management. My
responsibility is to express an opinion on these financial statements based on
my audit.
I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about 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.
I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Bepariko Biocom as of March 31,
2001 and March 31, 2000 and the related statement of stockholders' equity for
March 31, 2001 and statements of operations and cash flows for each of the three
months ended March 31, 2001 and March 31, 2000 and the period April 2, 1997
(inception) to March 31, 2001 in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 5 to the financial
statements, the Company has had no operations and has no established source of
revenue. This raises substantial doubt about its ability to continue as a going
concern. Management's plan in regard to these matters are also described in Note
5. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
Kurt D. Saliger C.P.A.
May 14, 2001
- 1 -
BEPARIKO BIOCOM
(A Development Stage Company)
BALANCE SHEET
ASSETS
March 31, 2001 March 31, 2000
CURRENT ASSETS
Cash $ 2,554 $ 0
-------- --------
TOTAL CURRENT ASSETS $ 2,554 $ 0
-------- --------
TOTAL ASSETS $ 2,554 $ 0
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Officer Advances $ 7,300 $ 3,100
-------- --------
TOTAL CURRENT LIABILITIES $ 7,300 $ 3,100
STOCKHOLDERS' EQUITY
Preferred Stock, $.001 par value
authorized 10,000,000 shares; issued and
outstanding at March 31, 2001 none $ 0 $ 0
Common Stock, $.001 par value authorized
100,000,000 shares; issued and outstanding at
March 31, 2000 5,750,000 shares $ 5,750
March 31, 2001 5,750,000 shares $ 5,750
Additional Paid In Capital $ 32,324 $ 32,324
Deficit Accumulated During Development Stage ($42,820) ($41,174)
-------- --------
TOTAL STOCKHOLDERS' EQUITY ($ 4,746) ( $3,100)
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 2,554 $ 0
======== ========
See accompanying notes to financial statements.
- 2 -
BEPARIKO BIOCOM
(A Development Stage Company)
STATEMENT OF OPERATIONS
Three Months Three Months April 2, 1997
Ended March 31, Ended March 31, (inception) to
2001 2000 March 31, 2001
INCOME
Revenue $ 0 $ 0 $ 0
-------- -------- --------
TOTAL INCOME $ 0 $ 0 $ 0
EXPENSES
General, Selling
and Administrative $ 1,646 $17,100 $42,670
Amortization $ 0 $ 0 $ 150
-------- -------- --------
TOTAL EXPENSES $ 1,646 $17,100 $42,820
-------- -------- --------
NET PROFIT (LOSS) ($ 1,646) ($17,100) ($42,820)
======== ======== ========
NET PROFIT (LOSS)
PER SHARE ($0.0003) ($0.0030) ($0.0074)
======== ======== ========
AVERAGE NUMBER OF SHARES
OF COMMON STOCK OUTSTANDING 5,750,000 5,750,000 5,750,000
========= ========= =========
See accompanying notes to financial statements.
- 3 -
BEPARIKO BIOCOM
(A Development Stage Company)
STATEMENT OF OPERATIONS
Year Ended Year Ended April 2, 1997
December 31, December 31, (inception) to
2000 1999 March 31, 2001
INCOME
Revenue $ 0 $ 0 $ 0
-------- -------- --------
TOTAL INCOME $ 0 $ 0 $ 0
EXPENSES
General, Selling
and Administrative $21,600 $ 1,500 $42,670
Amortization $ 0 $ 98 $ 150
-------- -------- --------
TOTAL EXPENSES $21,600 $ 1,598 $42,820
-------- -------- --------
NET PROFIT (LOSS) ($21,600) ($ 1,598) ($42,820)
======== ======== ========
NET PROFIT (LOSS)
PER SHARE ($0.0038) ($0.0021) ($0.0074)
======== ======== ========
AVERAGE NUMBER OF SHARES
OF COMMON STOCK OUTSTANDING 5,750,000 750,000 5,750,000
========= ========= =========
See accompanying notes to financial statements.
- 4 -
BEPARIKO BIOCOM
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
March 31, 2000
Common Stock (Deficit)
------------
Accumulated
Number Additional During
of Paid In Development
Shares Amount Capital Stage
------ ------ ------- -----
Balance,
December 31, 1998 750,000 $750 $17,324 ($17,976)
Net Loss,
December 31, 1999 ($1,598)
--------- ------ ------- --------
Balance, Dec. 31, 1999 750,000 $750 $17,324 ($19,574)
Issued for cash
January 21, 2000 5,000,000 $5,000 $15,000 $0
Net Loss,
December 31, 2000 ($21,600)
--------- ------ ------- --------
Balance, Dec. 31, 2000 5,750,000 $5,750 $32,324 (41,174)
Net Loss,
March 31, 2001 ($1,646)
--------- ------ ------- --------
Balance,
March 31, 2001 5,750,000 $5,750 $32,324 ($42,820)
========= ====== ======= ========
See accompanying notes to financial statements.
- 5 -
BEPARIKO BIOCOM
(A Development Stage Company)
STATEMENT OF CASH FLOWS
Three Months Three Months April 2, 1997
Ended Ended (inception) to
March 31, 2001 March 31, 2000 March 31, 2001
CASH FLOWS FROM
OPERATING ACTIVITIES
Net (Loss) ($1,646) ($17,100) ($42,820)
Adjustment to reconcile net
loss to net cash provided by
operating activities
Amortization $ 0 $ 0 $ 150
Officer Advances $4,200 $ 0 $ 7,300
Organization Costs ($ 150)
------ -------- --------
Net cash used in operating
activities $2,554 ($17,100) ($35,520)
CASH FLOWS FROM
FINANCING ACTIVITIES
Issue Common Stock $ 0 $20,000 $38,074
------ -------- --------
Net increase (decrease) in cash $2,554 $ 2,900 $ 2,554
Cash, Beginning of Period $ 0 $ 0 $ 0
------ -------- --------
Cash, End of Period $2,554 $ 2,900 $ 2,554
====== ======== ========
See accompanying notes to financial statements.
- 6 -
BEPARIKO BIOCOM
(A Development Stage Company)
STATEMENT OF CASH FLOWS
April 2, 1997
Year Ended Year Ended (inception) to
December 31, December 31, March 31, 2001
2000 1999
CASH FLOWS FROM
OPERATING ACTIVITIES
Net (Loss) ($21,600) ($1,598) ($42,820)
Adjustment to reconcile net loss to
net cash provided by operating
activities
Amortization $ 0 $ 0 $ 150
Officer Advances $ 1,600 $1,500 $ 7,300
Organization Costs ($ 150)
-------- ------- --------
Net cash used in operating activities ($20,000) ($ 0) ($35,520)
CASH FLOWS FROM
FINANCING ACTIVITIES
Issue Common Stock $20,000 $ 0 $38,074
-------- ------- --------
Net increase (decrease) in cash $ 0 $ 0 $ 2,554
Cash, Beginning of Period $ 0 $ 0 $ 0
-------- ------- --------
Cash, End of Period $ 0 $ 0 $ 2,554
======== ======= ========
See accompanying notes to financial statements.
- 7 -
BEPARIKO BIOCOM
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 2001 and March 31, 2000
NOTE 1 - ORGANIZATION AND ACCOUNTING POLICIES
The Company was incorporated April 2, 1997 under the laws of the State of
Nevada. The Company was organized to engage in any lawful activity. The
Company currently has no operations and, in accordance with SFAS #7, is
considered a development stage company.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Method
The Company records income and expenses on the accrual method of
accounting.
Estimates
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 revenue and expenses
during the reporting period. Actual results could differ from those
estimates.
Cash and equivalents
The Company maintains a cash balance in a non-interest bearing bank that
currently does not exceed federally insured limits. For the purpose of the
statements of cash flows, all highly liquid investments with the maturity
of three months or less are considered to be cash equivalents. There are
no cash equivalents as of March 31, 2001 or as of March 31, 2000.
Income Taxes
Income taxes are provided for using the liability method of accounting in
accordance with Statement of Financial Accounting Standards No. 109 (SFAS
#109) "Accounting for Income Taxes". A deferred tax asset or liability is
recorded for all temporary differences between financial and tax
reporting. Deferred tax expense (benefit) results from the net change
during the year of deferred tax assets and liabilities.
- 8 -
BEPARIKO BIOCOM
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 2001 and March 31, 2000
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Reporting on Costs of Start-Up Activities
In April 1998, the American Institute of Certified Public Accountants
issued Statement of Position 98-5 ("SOP 98-5"), "Reporting the Costs of
Start-up Activities" which provides guidance on the financial reporting of
start-up costs and organizational costs. It requires costs of start-up
activities and organizational costs to be expensed as incurred. SOP 98-5
is effective for fiscal years beginning after December 15, 1998 with
initial adoption reported as the cumulative effect of a change in
accounting principle.
Loss Per Share
Net loss per share is provided in accordance with Statement of Financial
Accounting Standards No. 128 (SFAS #128) "Earnings Per Share". Basic loss
per share is computed by dividing losses available to common stockholders
by the weighted average number of common shares outstanding during the
period. Diluted loss per share reflects per share amounts that would have
resulted if dilutive common stock equivalents had been converted to common
stock. As of December 31, 2000 the Company had no dilutive common stock
equivalents such as stock options.
Year End
The Company has selected December 31st as its fiscal year end.
Year 2000 Disclosure
The year 2000 issue had no effect on the Company.
NOTE 3 - INCOME TAXES
There is no provision for income taxes for the year ended December
31, 2000. The Company's total deferred tax asset as of December 31,
2000 is as follows:
Net operating loss carry forward $41,174
Valuation allowance $41,174
Net deferred tax asset $0
The federal net operating loss carry forward will expire in 2017 to
2019.
- 9 -
BEPARIKO BIOCOM
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 2001 and March 31, 2000
NOTE 4 - STOCKHOLDERS' EQUITY
Common Stock
The authorized common stock of the Company consists of 100,000,000 shares
with a par value of $0.001 per share.
On July 24, 1997 the Company issued 750,000 shares of its $0.001 par value
common stock in consideration of $18,074 in cash to its directors.
On January 21, 2000 the Company completed a public offering that was
registered with the State of Nevada pursuant to N.R.S. 90.490 and was in
compliance with federal registration pursuant to the Form SB-2 filed with
the Securities and Exchange Commission being declared effective on
December 22, 1999. Subsequently, the Company sold 5,000,000 shares of its
common stock at a share price of $0.004 per share for a total of $20,000
cash.
Preferred Stock
The authorized preferred stock of the Company consists of 10,000,000
shares with a par value of $0.001 per share.
NOTE 5 - GOING CONCERN
The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal course
of business. However, the Company does not have significant cash or other
material assets, nor does it have an established source of revenues
sufficient to cover its operating costs and to allow it to continue as a
going concern.
NOTE 6 - RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real or personal property. An
officer of the Company provides office services without charge. Such costs
are immaterial to the financial statements and accordingly, have not been
reflected therein. The officers and directors of the Company are involved
in other business opportunities. If a specific business opportunity
becomes available, such persons may face a conflict in selecting between
the Company and their other business interests. The Company has not
formulated a policy for the resolution of such conflicts.
- 10 -
BEPARIKO BIOCOM
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 2001 and March 31, 2000
NOTE 7 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional
shares of common or preferred stock.
NOTE 8 - OFFICER ADVANCES
While the Company was seeking additional capital to advance its business
plan, an officer of the Company has advanced funds on behalf of the
Company to pay for any costs incurred by it. These funds are interest
free.
NOTE 9 - PURCHASE AGREEMENT
On March 15, 2001, the Company announced that it has entered into a
definitive agreement with the shareholders of Global Genomics Capital,
Inc. ("GGC") to acquire all of the issued and outstanding shares of GGC.
The acquisition of GGC is subject to a number of various conditions
precedent, including the completion by the Company of a private placement
financing of up to ten (10) million dollars.
- 11 -
ITEM 2. MANAGEMENT'S PLAN OF OPERATION
NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS
This report includes projections of future results and "forward-looking
statements" as that term is defined in Section 27A of the Securities Act of 1933
as amended (the "Securities Act"), and Section 21E of the Securities Exchange
Act of 1934 as amended (the "Exchange Act"). All statements that are included in
this report, other than statements of historical fact, are forward-looking
statements. Although Management believes that the expectations reflected in
these forward-looking statements are reasonable, it can give no assurance that
such expectations will prove to have been correct. Important factors that could
cause actual results to differ materially from the expectations are disclosed in
this report, including, without limitation, those expectations reflected in
forward-looking statements contained in this report.
Plan of Operation
The Company's Plan of Operation has not changed since the filing of its amended
Form 10-SB filed with the SEC on December 20, 1999. The description of the
current plan of operation is incorporated by reference to Section 2 of its
amended Form 10-SB.
On March 15, 2001, the Company announced that it had entered into a definitive
agreement (the "Acquisition Agreement") with the shareholders of Global Genomics
Capital, Inc. ("GGC"), a California company, to acquire all of the issued and
outstanding shares of GGC in exchange for the issuance by the Company of
approximately 9.1 million shares in its capital.
GGC's business strategy is to invest in and assist the development of genomics
companies that will develop and supply the hardware, software and databases
necessary for the genomics based drug development process rather than investing
in companies that are focused on developing genomics based drugs. In this way,
GGC hopes to secure interests in companies that are positioned to be technical
leaders in their respective areas of development and are capable of near term
revenue.
The acquisition of GGC is subject to a number of conditions precedent. The
Company has undertaken to use its best efforts to complete a financing of up to
$9,375,000, to close concurrently with the closing of the GGC acquisition. The
Acquisition Agreement expires April 30, 2001; however, the Company and
representatives of the GGC shareholders have agreed in principle to extend the
Acquisition Agreement until June 30, 2001.
Assuming the completion of the acquisition of GGC, the board of directors of the
Company will be changed so that the sole director holding office prior to the
closing of the acquisition of GGC will appoint replacement directors nominated
by the executive stockholders of GGC, and will then resign.
There can be no assurance that the acquisition of GGC will complete.
- 12 -
Competition Bepariko Biocom May Encounter
The Company is an insignificant participant among firms, which engage in
business combinations with financing of development stage enterprises. There are
many established management and financial consulting companies and venture
capital firms which have significantly greater financial and personnel
resources, technical expertise and experience than the Company. In view of the
Company's limited financial resources and management availability, the Company
will continue to be at a significant competitive disadvantage.
Employees
The Company's only employee at the present time is its sole director and
officer, who will devote as much time as the board of directors determine is
necessary to carry out the affairs of the Company.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is not a party to any material pending legal proceedings and, to the
best of its knowledge, no such action has been threatened by or against the
Company.
ITEM 2. CHANGES IN SECURITIES
There were no changes in securities to be reported during the period covered by
this report.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No such matters were submitted during the most recent quarter.
ITEM 5. OTHER INFORMATION
Not applicable.
- 13 -
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
Exhibit No. Description
3.1 Articles of Incorporation*
3.2 By-Laws of Bepariko Biocom*
10.1 Power of Attorney of Tino Di Pana*
10.2 Exclusive Worldwide Licensing Agreement for the Right to
use German Patent Number 43 22 445 *
* Filed previously
(b) Reports on Form 8-K
During the quarter covered by this report, the Company filed the following
reports on Form 8-K:
Form 8-K filed on February 2, 2001, reporting the appointment of Mr.
Stephen Harrington as a director and officer of the Company and reporting
the resignations of Messrs. Lewis M. Eslick and Paul J.C. Eslick as well
as Ms. Patsy Harting, as members of the board and as officers of the
Company.
Form 8-K filed on February 23, 2001, reporting the appointment of Mr. Shai
Stern as a director and officer of the Company and reporting the
resignation of Mr. Stephen Harrington as a member of the board and as an
officer of the Company.
- 14 -
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
BEPARIKO BIOCOM
-------------------------------------
(Company)
Date: May 17, 2001 By: /s/ Shai Stern
---------------------------------
Shai Stern
President
- 15 -