UNITED STATES
SECURITIES EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB/A
[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended November 30, 2003
BIOACCELERATE INC.
(Exact name of registrant as specified in its charter)
BIOACCELERATE INC.
(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 212 897 6849
As of February 9, 2003, the following shares of the Registrant's common stock
Were issued and outstanding:
22,781,014 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. EARNINGS PER SHARE . . . . . . . . . . . . .9
Note 3. LIQUIDITY . . . . . . . . . . . . . . . . . 9
Note 4. 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
PART I - FINANCIAL INFORMATION
BIOACCELERATE, INC.
(A Development Stage Company)
CONDENSED CONSOLIDATED BALANCE SHEET
As Of As Of
November 30, 2003 May 31, 2003
(Unaudited) (Audited)
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ASSETS
Current Assets
Cash & cash Equivalents $ 1,405,000 0
Investments 10,868 $ 0
Goodwill 0 0
----------- -----------
TOTAL ASSETS $ 1,415,868 $ 0
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts Payable $ 61,600 $ 883,656
Accrued Expenses 0 0
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Total Current Liabilities 61,600 883,656
Other Liabilities 0 0
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Total Liabilities $ 61,600 $ 883,656
Stockholders' Equity
Common Stock, $.001 par value,
Authorized 25,000.000 Shares;
Issued and Outstanding
19,000,000 Shares 19,625 3
Additional Paid in Capital 1,411,941 0
Other Comprehensive Income 1,405,000 0
Translation adjustment 0 (34,992)
Deficit Accumulated During the
Development Stage (1,482,298) (848,664)
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Total Stockholders' Equity 1,354,268 (883,653)
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 1,415,868 $ 3
The accompanying notes are an integral part of these financial statements
BIOACCELERATE, INC.
(A Development Stage Company)
CONDENSED CONSOLIDATED STATEMENT OF INCOME (LOSS)
For the For the From
3 Mos Ended 3 Mos Ended Inception
November 30 2003 November 30,2002
--------------- ---------------- -----------
TOTAL REVENUES: $ 0 $ 0 $ 0
OPERATING EXPENSES:
Accounting 30,000 0 267,458
Legal 25,000 0 25,000
Rent 6,600 0 124,720
Research & Development 947,000
General 118,120
----------- ----------- ----------
Total Operating Expenses 61,600 0 1,482,298
Operating Loss $ (61,600) 0 (1,482,298)
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NET LOSS (61,600) 0 (1,482,298)
NET LOSS PER SHARE (.003) (.00)
Weighted Average
Number of Shares
Outstanding 19,625,014 2
The accompanying notes and accountant's report are an integral part of these
financial statements.
BIOACCELERATE, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS (UNEDITED)
CASH FLOWS FROM OPERATING
ACTIVITIES:
For the 3 For the 3 From
Mos Ended Mos Ended Inception
Nov 30,2003 Nov 30,2002
------------ ------------ -----------
Net Loss $ (61,600) $ 0 $(1,482,298)
Adjustments to Reconcile Net Loss
to Net Cash Used in operating
Activities:
Additional Paid in Capital 1,411,941
Increase / Decrease in Accounts Payable
and Accrued Expenses 61,600 0 61,600
----------- ----------- -----------
Total Adjustments $ 61,600 $ 0 1,473,541
Net Cash Used in
Operating Activities 0 0 (8,757)
CASH FLOWS FROM FINANCING
ACTIVITIES:
Investments made (10,868)
Common Stock Issued 0 0 19,625
Net Cash Provided
by Financing Activities 0 0 8,757
Net Change in Cash 0 0 0
Cash at Beginning of Period 0 0 0
Cash at End of Period $ 0 0 0
Supplemental Disclosure of
Cash Flow Information
Cash Paid During the Period for
Interest Expense 0 0 0
Corporate Taxes $ 0 0 0
The accompanying notes and accountant's report are an integral part of these
financial statements.
BIOACCELERATE INC.
(A Development Stage Company)
STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT)
FROM INCEPTION TO MAY 31, 2003
TOTAL
COMMON STOCK ISSUED ADDITIONAL ACCUMULATED SHAREHOLDERS'
SHARES PAR VALUE PAID IN CAP DEFICIT EQUITY
-----------------------------------------------------------
Issuance of
6,000,000
Shares
August 27, 1996 6,000,000 $ 6,000 $ 0 $(6,000) $ 0
Issuance of
900,000 Shares
October 22, 1996 900,000 900 8,100 $(9,000) $ 0
Net loss
for the year
ended MAY 31, 1997 0 0 25 ( 5,075) ( 5,050)
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Balance
MAY 31, 1997 6,900,000 6,900 8,125 (20,075) ( 5,050)
Net loss
for the year
ended MAY 31, 1998 0 0 32,130 (32,130) 0
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Balance
MAY 31, 1998 6,900,000 6,900 40,255 (52,205) ( 5,050)
One for 5 Reverse
Stock Split
December 28, 1998 (5,520,000) (5,520) 5,520 0 0
Issuance of
3,620,000
shares
December 28, 1998 3,620,000 3,620 (3,620) 0 0
Net loss for the
year ended
MAY 31, 1999 0 0 78,290 (92,190) (13,900)
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Balance
MAY 31, 1999 5,000,000 $5,000 $120,445 $(144,395) $(18,950)
Net loss for the
year ended
MAY 31, 2000 0 0 72,400 (99,850) (27,450)
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Balance
MAY 31, 2000 5,000,000 $5,000 $192,845 $(244,245) $(46,400)
Net loss for the
year ended
MAY 31, 2001 0 0 72,400 (100,350) (27,950)
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Balance
MAY 31, 2001 5,000,000 $5,000 $265,245 $(344,595) $(74,350)
Net loss for the
year ended
MAY 31, 2002 0 0 72,400 (102,954) (30,554)
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Balance
MAY 31, 2002 5,000,000 $5,000 $337,645 $(447,549)$(104,904)
===========================================================
Net Loss For The
Year Ended
MAY 31, 2003 0 0 72,400 (91,852) (19,452)
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Balance
MAY 31, 2003 5,000,000 $5,000 $410,045 $(539,401)$(124,356)
===========================================================
1 for 5 Reverse
Stock Split
August 31, 2003 (4,000,000) (4,000) 1,000 0 0
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Issuance of
625,014 Shares
August 31, 2003 625,014 625 1,625 0 0
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Issuance Of
18,000,000 Shares 18,000,000 $18,000 19,625 0 0
August 31, 2003
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The accompanying notes are an integral part of these financial statements.
BIOACCELERATE, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2003
NOTE 1 - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
A. DESCRIPTION OF COMPANY: Bioaccelerate 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 examining opportunities in both start
ups and developing companies in the biopharmaceutical sector. On 31st August
2003 the holders of Common stock agreed to a 5 for 1 reverse of the issued
shares capital. This had the effect of reducing the Common stock from 5million
shares to 1million shares. The Company entered into a letter of intent to
acquire Pharma Manufacturing Services Limited during the quarter ending 31st
August 2003 and the acquisition was completed on September 1st 2003 by the issue
of 18,000,000 post reverse split shares of Common Stock. This has the effect of
transferring control of the company to the former shareholders of Pharma
Manufacturing Services Limited and the Directors consider that this makes Pharma
Manufacturing Services the acquiror for accounting purposes.
Pharma Manufacturing Services Limited (PMSL) is a company that acquires and
develops pharmaceutical assets, both corporate and physical. As at November 30,
2003 has equity interests in 8 Biopharmaceutical companies. The eight companies
referred to in the are all private and were founded by Pharma Manufacturing. As
they are all private, development stage companies involved in licensing
technology, that is then developed, the Directors consider that these companies
should be included at par value in the accounts. Pharma Manufacturing Services
Ltd has, through its subsidiary Bioaccelerate Limited a BVI comporation, an
option to purchase 500,000 shares of Common stock of Biovision Inc an AMEX
quoted corporation. The option was granted at $1.25 per share and has been
valued in the balance sheet at the price on November 30, 2003 of $4.06.
PMSL was formed to take advantage of the burgeoning biopharmaceutical
marketplace through the development of compounds and also the companies that
will commercialize those compounds. The Companies in which it currently has
equity interests focus on five medical areas, being Cancer, Cardiovascular,
Lifestyle, Central Nervous System, and Anti-viral, areas with a current combined
market value of $200 billion.
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 - LIQUIDITY
The Company's viability as a going concern is dependent upon developing its
subsidiary companies by 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 November 30, 2003 no revenue and a net
loss from operations of $625,714.
The Company will require additional capital in the future principally to meet
its costs for the implementation of its business plan, for general and
administrative expenses and to fund costs associated with its further
development. It is not anticipated that the Company will be able to meet its
financial obligations through internal net revenue in the near term.
Bioaccelerate, 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 4 )
NOTE 4- LOAN PAYABLE (EUROPEAN TECHNOLOGY INVESTMENTS LIMITED)
As of November 30, 2003, European Technology Investments Limited has paid
$71,950 of expenses on behalf of Bioaccelerate, Inc. The loan was not evidenced
by a note and the agreement called for no payment of interest. Under an
agreement with the creditors (see note 5) this loan has now been exchanged for
Common stock in Bioaccelerate, Inc.
NOTE 5 - 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 earlier financial statements. Following the acquisition of PMSL
the creditors in that company and the creditors of Bioaccelerate Inc agreed to
accept post split common stock to the value of their outstanding invoices. This
resulted in the issue of 625,014 shares of Common stock.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION AND RESULTS OF
OPERATIONS
The Company up until November 30, 2003 was a development stage company and its
principal business purpose was to develop assets in the pharmaceutical industry.
The Company entered into a letter of intent to acquire Pharma Manufacturing
Services Limited during the quarter ending 31st August 2003 and the acquisition
was completed on September 1st 2003 by the issue of 18,000,000 post reverse
split shares of Common Stock. This has the effect of transferring control of the
company to the former shareholders of Pharma Manufacturing Services Limited and
the Directors consider that this makes Pharma Manufacturing Services the
acquiror for accounting purposes.
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 and the subsequent six month period.
The Company filed a Form 8-K on September 19, 2003 reporting that the company
had acquired UK based Pharma Manufacturing Services Limited. Amendment to form
8-K were filed on November 28, 2003 and March 12, 2004 which included further
information and the required financial statements of Pharma Manufacturing
Services Limited.
Pharma Manufacturing Services Limited (PMSL) is a company that acquires and
develops pharmaceutical assets, both corporate and physical. It currently has
equity interests in 8 Biopharmaceutical companies.. As they are all private
development stage companies involved in licensing technology that is then
developed the Directors consider that these companies should currently be
included at par value in the accounts.
PMSL was formed to take advantage of the burgeoning biopharmaceutical
marketplace through the development of compounds and also the companies that
will commercialize those compounds. The Companies in which it currently has
equity interests focus on five medical areas, being Cancer, Cardiovascular,
Lifestyle, Central Nervous System, and Anti-viral, areas with a current combined
market value of $200 billion.
REVENUE
For the six month period ended November 30, 2003, the Company had no revenue.
OPERATING EXPENSES
During the three month period ending November 30, 2003 we incurred $61,600 of
operating expenses, as compared to $22,963 for the three month period ended
November 30, 2002. This increase was mostly due to increased legal and
accounting costs incurred in preparation for fund raising.
NET LOSS
Our net loss for the three month period ending November 30, 2003 was $61,600 as
compared to a net loss for the three month period ending November 30, 2002 of
$22,963.
LIQUIDITY AND CAPITAL RESOURCES
To date, we have incurred significant and increasing net losses. In the event
that our current business plan does not meet expectations we anticipate that we
may continue to incur significant operating losses.
We have an accumulated deficit of $625,714 as at November 30, 2003. We plan to
meet our working capital needs and finance our growth plan during the coming
fiscal year through a combination of financing, equity capital 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. 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 reflects the operations at this early stage in
its development.
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. EXHIBITS AND REPORTS ON FORM 8-K
A form 8-K/A was filed on November 28, 2003 which is hereby incorporated by
reference.
Exhibit
10.1
10.2
99.1
99.2
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
(Registrant)
Date: October 15, 2003
By: /s/ B.R. Parker
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President