UNITED STATES
SECURITIES EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
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[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended August 31, 2003
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BIOACCELERATE INC.
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(Exact name of registrant as specified in its charter)
BIOACCELERATE INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 13-4032994
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
16th Floor, 666 Third Avenue
New York, NY 10017
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number 212 697 1978
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As of August 31, 2003, the following shares of the Registrant's common stock
were issued and outstanding:
5,000,000 shares of voting common stock
INDEX
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements . . . . . . . . . . . . . . . . .3
CONDENSED CONSOLIDATED BALANCE SHEET . . . . . . . . .4
CONDENSED CONSOLIDATED INCOME STATEMENT. . . . . . . .5
STATEMENT OF CASH FLOWS. . . . . . . . . . . . . . . .6
Note 1. NATURE OF BUSINESS AND SIGNIFICANT
ACCOUNTING POLICIES. . . . . . . . . . . . .8
Note 2. USE OF OFFICE SPACE. . . . . . . . . . . . .8
Note 3. EARNINGS PER SHARE . . . . . . . . . . . . .9
Note 4. LIQUIDITY . . . . . . . . . . . . . . . . . 9
Note 5. CONTRIBUTED SERVICES . . . . . . . . . . . .9
Note 6. SUBSEQUENT EVENTS . . . . . . . . . . . . . 9
Item 2. Management's Discussion And Analysis or Plan of
Operations. . . . . . . . . . . . . . . . . . . . . .11
PART II - OTHER INFORMATION
Item 1. Legal Proceedings. . . . . . . . . . . . . . . . . . 16
Item 2. Changes in Securities. . . . . . . . . . . . . . . . 16
Item 3. Defaults upon Senior Securities. . . . . . . . . . . 16
Item 4. Submission of Matters to a Vote of
Security Holders . . . . . . . . . . . . . . . . . . 16
Item 5. Other information. . . . . . . . . . . . . . . . . . 15
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . 16
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . 17
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PART I - FINANCIAL INFORMATION
BIOACCELERATE, INC.
(A Development Stage Company)
CONDENSED CONSOLIDATED BALANCE SHEET
As Of As Of
August 31, 2003 May 31, 2003
(Unaudited) (Audited)
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ASSETS
Current Assets $ 0 $ 0
Other Assets 0 0
_________ _________
TOTAL ASSETS $ 0 $ 0
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts Payable $ 6,013 $ 0
Accrued Expenses 53,006 52,406
_________ _________
Total Current Liabilities 59,019 52,406
Other Liabilities
Loan Payable - European Technology
Investments Ltd - Note 6 71,950 71,950
_________ _________
Total Liabilities $ 130,969 $ 124,356
Stockholders' Equity
Common Stock, $.001 par value,
Authorized 25,000.000 Shares;
Issued and Outstanding
5,000,000 Shares 5,000 5,000
Additional Paid in Capital 428,145 410,045
Deficit Accumulated During the
Development Stage (564,114) (539,401)
_________ _________
Total Stockholders' Equity (130,969) (124,356)
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 0 $ 0
The accompanying notes and accountant's report are an integral
part of these financial statements.
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BIOACCELERATE, INC.
(A Development Stage Company)
CONDENSED CONSOLIDATED STATEMENT OF INCOME (LOSS)
For the For the
3 Mos Ended 3 Mos Ended
August 31 2003 August 31,2002
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TOTAL REVENUES: $ 0 $ 0
OPERATING EXPENSES:
Accounting 3,500 1,750
Legal 2,500 2,500
Rent (Note 3) 1,200 1,200
Filing Fee 13 13
Contributed Services
(Note 5) 17,500 17,500
___________ ___________
Total Operating Expenses 24,713 22,963
Operating Loss $ (24,713) (22,963)
NET LOSS (24,713) (22,963)
NET LOSS PER SHARE (.00) (.00)
Weighted Average
Number of Shares
Outstanding 5,000,000 5,000,000
The accompanying notes and accountant's report are an integral
part of these financial statements.
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BIOACCELERATE, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS (unaudited)
For the 3 mos For the 3 mos
Ended Ended
August 31, 2003 August 31, 2002
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CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Loss $(24,713) $(22,963)
Adjustments to Reconcile Net Loss
to Net Cash Used in operating
Activities:
Additional Paid in Capital
Contributed by Shareholders for:
Rent 600 600
Contributed Services 17,500 17,500
Decrease in Accounts Payable and
Accrued Expenses 6,613 (5,737)
________ ________
Total Adjustments $ 24,713 $ 12,363
Net Cash Used in
Operating Activities 0 (10,600)
CASH FLOWS FROM FINANCING
ACTIVITIES:
Increase in Loan Payable -
European Tech Investments Ltd 0 (10,600)
________ ________
Net Cash Provided
by Financing Activities 0 10,600
Net Change in Cash 0 0
Cash at Beginning of Period 0 0
Cash at End of Period $ 0 0
Supplemental Disclosure of
Cash Flow Information
Cash Paid During the Period for
Interest Expense 0 0
Corporate Taxes $ 0 0
The accompanying notes and accountant's report are an integral part of these
financial statements.
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BIOACCELERATE, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2003
NOTE 1 - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
A. DESCRIPTION OF COMPANY: Westminster Medical Inc., ("the Company") is a
for-profit corporation incorporated under the laws of the State of Delaware on
December 29, 1995 as Tallman Supply Corp. On January 14, 1999 the Company
changed its name to Westminster Auto Retailers Inc. On December 10,2002 the
Company changed its name to Westminster Medical Inc. On July 25, 2003 the
Company changed its name to Bioaccelerate Inc.
The Company is a development stage company and currently has no material
operations. The Company entered into a letter of intent to acquire Pharma
Manufacturing Services Limited during the quarter ending 31st August 2003.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
A. BASIS OF PRESENTATION: Financial statements are prepared on the accrual basis
of accounting. Accordingly revenue is recognized when earned and expenses when
incurred.
B. USE OF ESTIMATES: The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from these estimates. Significant
estimates in the financial statements include the assumption that the Company
will continue as a going concern. See Note 4.
NOTE 3 - USE OF OFFICE SPACE
The Company uses office space for its executive offices at two locations. The
fair market value of the 600 square foot office at 45 Mount Pleasant, Putney,
London, UK is $200 per month. Use of this office space began on July 1, 1998.
The fair market value of the 400 square foot office at 90 Park Avenue, New York,
New York is also $200 per month. Use of this office space began November 1,
1998. The amount for the New York office, which the Company receives from one of
its shareholders at no cost, is reflected as an expense with a corresponding
credit to additional paid-in capital.
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NOTE 4 - LIQUIDITY
The Company's viability as a going concern is dependent upon raising additional
capital, and ultimately, having net income. The Company's limited operating
history, including its losses and no revenues, primarily reflect the operations
of its early stage. As a result, the Company had from time of inception to
August 31, 2003 no revenue and a net loss from operations of ($564,114). As of
August 31, 2003, the Company had a net capital deficiency of $(130,969).
The Company requires additional capital principally to meet its costs for the
implementation of its business plan, for general and administrative expenses and
to fund costs associated with the start up. It is not anticipated that the
Company will be able to meet its financial obligations through internal net
revenue in the foreseeable future. Westminster Medical Inc., does not have a
working capital line of credit with any financial institution. Therefore, future
sources of liquidity will be limited to the Company's ability to obtain
additional debt or equity funding. See Note 6.
NOTE 5- CONTRIBUTED SERVICES
On December 15, 1997 two of the Company's officers began rendering services on
behalf of the Company at no cost. A third officer also rendered services
beginning November 3, 1998 for just over two months. The fair market value is
$2,917 per officer per month. Each amount is reflected as an expense with a
corresponding credit to additional paid in capital.
NOTE 6- LOAN PAYABLE (EUROPEAN TECHNOLOGY INVESTMENTS LIMITED)
As of May 31, 2003, European Technology Investments Limited has paid $71,950 of
expenses on behalf of Westminster Medical, Inc. European Technology Investments
Limited will lend up to $80,000 to the Company upon request. The loan is not
evidenced by a note. The informal agreement calls for no payment of interest.
The Company intends to repay the loan out of any fund raising that it may carry
out or when the company achieves sustainable revenue.
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NOTE 7 - NON-CASH FINANCIAL TRANSACTIONS
Non-cash financing transactions consisting of the cost of contributed services,
contributed rent and the related additional paid in capital contributed by
shareholders have been included in expenses and additional paid in capital,
respectively, in the accompanying financial statements.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION AND RESULTS OF
OPERATIONS
The Company up until September 1, 2003 was a development stage company and its
principal business purpose was to locate and consummate a merger or acquisition
with a private entity engaged in the biopharmaceutical industry.
The Financial Statements filed in Item 1 of this 10QSB filing, reflect the
financial condition of the company as at the end of its last fiscal year at 31st
May 2003.
The Company filed a Form 8-K on 19th September 2003 reporting that the company
had acquired UK based Pharma Manufacturing Services Limited. An amendment to
form 8-K will be filed within 60 days of 19th September, 2003 which will include
the required financial statements of Pharma Manufacturing Services Limited.
REVENUE
For the three month period ended August 31, 2003, the Company had no revenue.
OPERATING EXPENSES
During the three month period ending August 31, 2003 we incurred $24,713 of
operating expenses, as compared to $22,963 for the three month period ended
August 31, 2003. This decrease was mostly contributable to a reduction in legal
costs.
NET LOSS
Our net loss for the three month period ending August 31, 2003 was $24,713, as
compared to a net loss for the three month period ending August 31, 2002 of
$22,963.
LIQUIDITY AND CAPITAL RESOURCES
To date, we have incurred significant and increasing net losses. We anticipate
that we may continue to incur significant operating losses for some time in the
event that our current business plan does not meet expectations.
We have an accumulated deficit of $564,114 as at August 31, 2003. We plan to
meet our working capital needs in the coming fiscal year through a combination
of financing and the possible realization of assets in the Company's holdings.
There can be no assurance as to whether or when we will generate material
revenues or achieve profitable operations. Additionally we intend to raise the
necessary equity capital to finance our growth plan during the coming year.
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We have insufficient relevant operating history upon which an evaluation of our
performance and prospects can be made. We are still subject to all of the
business risks associated with a new enterprise, including, but not limited to,
risks of unforeseen capital requirements, lack of fully-developed products,
failure of market acceptance, failure to establish business relationships,
reliance on outside contractors for the manufacture and distribution, and
competitive disadvantages against larger and more established companies. The
likelihood of our success must be considered in light of the development cycles
of new products and technologies and the competitive environment in which we
operate.
The Company's viability as a going concern is dependent upon raising additional
capital, and ultimately, having net income. Our limited operating history,
including our losses, primarily reflect the operations of its early stage.
Before our operating plan can be effected, we will require additional financing.
Furthermore, in the event our plans change or our assumptions change or prove to
be inaccurate, we could be required to seek additional financing sooner than
currently anticipated. Any additional financing may not, however, be available
to us when needed on commercially reasonable terms, or at all. If this were to
occur, our business and operations would be materially and adversely affected.
Based on our operating plan, we are seeking arrangements for long-term funding
through additional capital raising activities. The Company is actively reviewing
various avenues to raise finance and we are currently visiting with and meeting
a number of potential investors.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
There are currently no pending legal proceedings against the company.
Item 2. Changes in Securities
There has been no change in the Company's securities.
Item 3. Defaults upon Senior Securities
There has been no default in the payment of principal, interest, sinking or
purchase fund installment.
Item 4. Submission of Matters to a Vote of Security Holders
No matter has been submitted to a vote of security holders during the period
covered by this report.
Item 5. Other information
The Company entered into a letter of intent on 24th July, 2003 to acquire Pharma
Manufacturing Services Limited, a UK Corporation.
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Pharma Manufacturing Services Limited is a company that acquires and develops
pharmaceutical assets, both corporate and physical. The Company currently has
equity interests in 7 Biopharmaceutical companies. The Company was formed to
take advantage of the burgeoning biopharmaceutical marketplace. The Company's
feels it has a niche in the creation of shareholder value through the
development of both compounds and the companies that will commercialize those
compounds. The Companies that the Company currently has equity interests in
focus on five vertical disease areas, being Cancer, Cardiovascular, Lifestyle,
Central Nervous System, and anti-viral, all disease areas with a current
combined market value of $200 billion.
Item 6. Exhibits and Reports on Form 8-K
A form 8-K was filed on September 19, 2003 which is hereby incorporated by
reference.
Exhibit
10.1
10.2
99.1
99.2
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SIGNATURES
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.
BIOACCELERATE INC
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(Registrant)
Date: October 15, 2003
By: /s/ B.R. Parker
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President
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