UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB/A
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 June 30, 2001 Commission File No. 000-27339
bepariko biocom
---------------
(Exact name of registrant as specified in its charter)
Nevada 88-0426887
(State or Other Jurisdiction (IRS Employer Identification No.)
of 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 June 30, 2001 was 5,750,000.
Transitional Small Business Disclosure format (check one):
Yes / / No /X/
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
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INDEPENDENT AUDITOR'S REPORT
Board of Directors
Bepariko Bicom
Las Vegas, Nevada
I have audited the accompanying balance sheets of Bepariko Biocom (a
development stage company), as of June 30, 2001 and June 30, 2000 and the
related statement of stockholders' equity for June 30, 2001 and statements of
operations and cash flows for each of the six months ended June 30, 2001 and
June 30, 2000 and the period April 2, 1997 (inception) to June 30, 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 June 30, 2001 and June 30, 2000 and the related statement of stockholders'
equity for June 30, 2001 and statements of operations and cash flows for each of
the six months ended June 30, 2001 and June 30, 2000 and the period April 2,
1997 (inception) to June 30, 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.
August 17, 2001
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BEPARIKO BIOCOM
( A Development Stage Company )
BALANCE SHEETS
ASSETS
June 30, 2001 June 30, 2000
------------- -------------
CURRENT ASSETS
Cash $ 526 $ 0
Accounts Receivable $ 250,000 $ 0
--------- ---------
TOTAL CURRENT ASSETS $ 250,526 $ 0
--------- ---------
TOTAL ASSETS $ 250,526 $ 0
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $ 33,728 $ 3,100
Notes Payable 155,000 0
--------- ---------
TOTAL CURRENT LIABILITIES $ 188,728 $ 3,100
STOCKHOLDERS' EQUITY
Preferred Stock, $.001 par value authorized
10,000,000 shares; issued and outstanding at
June 30, 2001 none $ 0 $ 0
Common Stock, $.001 par value authorized 100,000,000 shares; issued
and outstanding at June 30, 2000 5,750,000 shares, June 30,
2001 5,750,000 shares
$ 5,750 $ 5,750
Additional Paid In Capital
$ 342,324 $ 32,324
Deficit Accumulated During Development Stage
($286,276) ($ 41,174)
--------- ---------
TOTAL STOCKHOLDERS' EQUITY
$ 61,798 ($ 3,100)
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 250,526 $ 0
========= =========
See accompanying notes to financial statements.
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BEPARIKO BIOCOM
( A Development Stage Company )
STATEMENT OF OPERATIONS
April 2, 1997
Six Months Six Months (inception) to
Ended June 30, Ended June 30, June 30,
2001 2000 2001
-------------- -------------- --------------
INCOME
Revenue $ 0 $ 0 $ 0
----------- ----------- -----------
TOTAL INCOME $ 0 $ 0 $ 0
EXPENSES
General, Selling and Administrative $ 90,102 $ 17,100 $ 131,126
Amortization $ 0 $ 0 $ 150
Interest expense 155,000 0 155,000
----------- ----------- -----------
TOTAL EXPENSES $ 245,102 $ 17,100 $ 286,276
----------- ----------- -----------
NET PROFIT (LOSS) ($ 245,102) ($ 17,100) ($ 286,276)
=========== =========== ===========
NET PROFIT (LOSS)
PER SHARE ($ 0.0426) ($ 0.0030) ($ 0.0498)
=========== =========== ===========
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
April 2, 1997
Three Months Three Months (inception) to
Ended June 30, Ended June 30, June 30,
2001 2000 2001
-------------- -------------- --------------
INCOME
Revenue $ 0 $ 0 $ 0
----------- ----------- -----------
TOTAL INCOME $ 0 $ 0 $ 0
EXPENSES
General, Selling and Administrative
$ 88,456 $ 0 $ 131,126
Amortization $ 0 $ 0 $ 150
Interest $ 155,000 $ 0 $ 155,000
----------- ----------- -----------
TOTAL EXPENSES $ 243,456 $ 0 $ 286,276
----------- ----------- -----------
NET PROFIT (LOSS) ($ 243,456) $ 0 ($ 286,276)
=========== =========== ===========
NET PROFIT (LOSS)
PER SHARE ($ 0.0423) $ 0.0000 ($ 0.0498)
=========== =========== ===========
AVERAGE NUMBER OF SHARES OF COMMON STOCK
OUTSTANDING 5,750,000 5,750,000 5,750,000
=========== =========== ===========
See accompanying notes to financial statements.
-4-
BEPARIKO BIOCOM
( A Development Stage Company )
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
June 30, 2001
Common Stock
--------------------------------- (Deficit)
Accumulated
Additional During
Number of Paid Development
Shares Amount In Capital Stage
--------- --------- --------- ---------
Balance, December 31, 1998 750,000 $ 750 $ 17,324 $ (17,976)
Net Loss,
December 31, 1999 ` ` ` $ (1,598)
--------- --------- --------- ---------
Balance, December 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, December 31, 2000 5,750,000 $ 5,750 $ 32,324 $ (41,174)
Beneficial Conversion Discount 0 0 310,000 0
Net Loss,
June 30, 2001 ` ` ` $(245,102)
--------- --------- --------- ---------
Balance, June 30, 2001 5,750,000 $ 5,750 $ 342,324 $(286,276)
========= ========= ========= =========
See accompanying notes to financial statements.
-5-
BEPARIKO BIOCOM
( A Development Stage Company )
STATEMENT OF CASH FLOWS
April 2, 1997
Six Months Six Months (inception) to
Ended June 30, Ended June 30, June 30,
2001 2000 2001
--------- -------------- --------------
CASH FLOWS FROM FROM OPERATING ACTIVITIES
Net (Loss) $(245,102) $ (17,100) $(286,276)
Adjustment to reconcile net loss to net cash
provided by operating activities
Amortization of discount $ 155,000 $ 0 $ 155,000
Amortization $ 0 $ 0 $ 150
Officer Advances $ 0 $ 0 $ 7,300
Accounts Receivable $ 0 $ 0 $ 0
Accounts Payable $ 30,628 $ 0 $ 26,428
Organization Costs $ (150)
--------- --------- ---------
Net cash used in operating activities $ (59,474) $ (17,100) $ (97,548)
--------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Advances $(250,000) $ 0 $(250,000)
--------- --------- ---------
CASH FLOWS FROM FROM FINANCING ACTIVITIES
Issue Common Stock $ 0 $ 20,000 $ 38,074
Issuance of convertible debt and warrants $ 310,000 $ 0 $ 310,000
--------- --------- ---------
Net cash provied by financing activities $ 310,000 $ 20,000 $ 348,074
--------- --------- ---------
Net increase (decrease) in cash $ 526 $ 2,900 $ 526
Cash, Beginning of Period
$ 0 $ 0 $ 0
--------- --------- ---------
Cash, End
of Period $ 526 $ 2,900 $ 526
========= ========= =========
See accompanying notes to financial statements.
-6-
BEPARIKO BIOCOM
( A Development Stage Company )
STATEMENT OF CASH FLOWS
Three Months Three Months April 2, 1997
Ended June 30, Ended June 30, (inception) to June 30,
2001 2000 2001
-------------- -------------- -----------------------
CASH FLOWS FROM FROM OPERATING ACTIVITIES
Net (Loss) $(243,456) $ (17,100) $(286,276)
Adjustment to reconcile net loss to net cash
provided by operating activities
Amortization $ 0 $ 0 $ 150
Officer Advances $ 0 $ 0 $ 7,300
Accounts Receivable $ 0 $ 0 $ 0
Accounts Payable $ 26,428 $ 0 $ 26,428
Organization Costs $ 0 $ 0 $ (150)
Amortization of Notes
Payable Discount $ 155,000 $ 0 $ 155,000
--------- --------- ---------
Net cash used in operating activities $ (62,028) $ (17,100) $ (97,548)
--------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Advances $(250,000) $ 0 $(250,000)
--------- --------- ---------
CASH FLOWS FROM FROM FINANCING ACTIVITIES
Issue Common Stock $ 0 $ 20,000 $ 38,074
Issuance of convertible debt and warrants $ 310,000 $ 0 $ 310,000
--------- --------- ---------
Net cash provied by financing activities $ 310,000 $ 20,000 $ 348,074
--------- --------- ---------
Net increase
(decrease) in cash $ (2,028) $ 2,900 $ 526
Cash, Beginning of Period
$ 2,554 $ 0 $ 0
--------- --------- ---------
Cash, End
of Period $ 526 $ 2,900 $ 526
========= ========= =========
See accompanying notes to financial statements.
-7-
BEPARIKO BIOCOM
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
June 30, 2001 and June 30, 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 June 30, 2001 or as of
June 30, 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 assets 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
June 30, 2001 and June 30, 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
June 30, 2001 and June 30, 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.
-10-
BEPARIKO BIOCOM
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
June 30, 2001 and June 30, 2000
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.
NOTE 7 - WARRANTS AND OPTIONS
There are 155,000 warrants outstanding to acquire shares of common
stock at an exercise price of $2.50 per share expiring on or before
April 30, 2004. There are no warrants or options outstanding to acquire
any additional shares of 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.
NOTE 10 - NOTES PAYABLE
In April 2001, the Company entered into financing arrangements for an
aggregate of $310,000 with unrelated parties (the "Lenders") and issued
Series 1 Promissory Notes (the "Series 1 Promissory Notes") to evidence
such borrowings. The Series 1 Promissory Notes bear interest at a rate
of 10% per annum calculated annually. The Series 1 Promissory Notes are
due and payable on or before the date (the "Due Date") which is the
earlier of (i) September 1, 2001, and (ii) the date that the Company
completes the acquisition of all the GGC shares. In addition, the
Company granted to the Lenders, warrants to purchase an aggregate of
155,000 shares of the Company's Common Stock at an exercise price of
$2.50 per share. The Series 1 Promissory Notes carry a right of
set-off, which provides that the Lenders may set-off the principal
amount of the Series 1 Promissory Notes against a subscription for
shares of the Company's Common Stock at an issue price of $2.50.
Under Emerging Issues Task Force ("EITF") 00-27: Application of Issue
No. 98-5 to Certain Convertible Instruments the Company has allocated
the proceeds from issuance of the convertible Series 1 Promissory Notes
and warrants based on a fair value basis of each item. Consequently,
the convertible Series 1 Promissory Notes were recorded at a discount.
An additional beneficial conversion discount was recorded since the
Series 1 Promissory Notes were convertible into common shares of stock
at a rate of $2.50 per share while the prevailing common stock share
price was $5.00. Under EITF 00-27 the note discounts are being
amortized over the four month period from the date of issuance to the
stated redemption date of the notes which is September 1, 2001. During
the second quarter of 2001 the Company recognized $155,000 of interest
expense.
-11-
BEPARIKO BIOCOM
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
June 30, 2001 and June 30, 2000
NOTE 11 - CORRECTION OF AN ERROR
The original financial statements issued for these periods have been corrected
to conform them to generally accepted accounting principles.
The corrections involve applying Emerging Issues Task Force ("EITF") 00-27:
Application of Issue No. 98-5 to Certain Convertible Instruments and the Company
has now allocated the proceeds from issuance of the convertible Series 1
Promissory Notes and warrants based on a fair value basis of each item.
Consequently, the convertible Series 1 Promissory Notes have been recorded at a
discount. An additional beneficial conversion discount has been recorded since
the Series 1 Promissory Notes were convertible into common shares of stock at a
rate of $2.50 per share while the prevailing common stock share price was $5.00.
Under EITF 00-27 the note discounts amounting to $310,000 now have been
amortized over the four-month period from the date of issuance to the stated
redemption date of the notes which is September 1, 2001.
The Company has also reclassified certain items on its statements of cash flows
to conform with the presentation required by Statement of Financial Accounting
Standard No. 95, Statement of Cash Flows.
-12-
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: June 6, 2002 By: /s/ Cecile Coady
-------------------------------
Cecile Coady
President
-13-