U.S. SECURITIES AND 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: September 30, 2004
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER: 333-43126
BIOACCELERATE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
NEVADA 87-0650219
- ---------------------------------- -----------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
712 Fifth Avenue, 19th Floor New York, NY 10019
------------------------------------------------
(Address of principal executive offices)
(212) 897-6849
----------------------------------------------------
(Registrant's telephone number, including area code)
Mobile Design Concepts, Inc.
--------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
Check whether the issuer (1) has filed all reports required to be filed by
Section 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 report(s), and (2) has been subject to such filing requirements for the
past 90 days. YES [X] NO [ ]
The number of $.001 par value common shares outstanding at September 30, 2004:
37,518,557
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
BIOACCELERATE HOLDINGS, INC.
(FORMERLY MOBILE DESIGN CONCEPTS, INC. A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
September 30,2004
ASSETS
CURRENT ASSETS
Cash and cash equivalent $ 236,948
Marketable securities 18,248,690
Prepaid expenses --
Other accounts receivable 67,143
Other loans receivable 1,341,739
------------
TOTAL CURRENT ASSETS $ 19,894,520
Tangible fixed assets, net 181,324
Intangible assets, net 16,340,013
Other long term investments 234,724
Investments in affiliates 3,304,086
------------
$ 39,954,667
============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable 1,320,445
Accrued expenses 284,709
Loans payable 2,292,783
Other current liabilities --
Deferred corporation tax 6,500,000
Minority interest 6,487,454
------------
TOTAL LIABILITIES 16,885,391
------------
STOCKHOLDERS' EQUITY
Common Stock, $.001 par value, 37,519
Authorized 50,000,000 shares;
37,518,557 shares issued and outstanding
Preferred Stock, $.001 par value, --
Authorized 1,000,000 shares;
none issued
Additional paid in capital 19,235,583
Deficit accumulated in the development stage (5,833,109)
Accumulated other comprehensive income 9,629,283
------------
TOTAL STOCKHOLDERS' EQUITY 23,069,276
------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 39,954,667
============
The accompanying notes are an integral part of these financial statements.
2
BIOACCELERATE HOLDINGS, INC.
(FORMERLY MOBILE DESIGN CONCEPTS, INC.
A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Four Months From Inception
Ended Ended Oct 4, 2000 to
September 30, September 30, September 30,
2004 2003 2004 2003 2004
------------ ------------ ------------ ------------ ------------
Revenue $ -- $ -- $ -- $ -- $ --
Cost of Revenue -- -- -- -- --
------------ ------------ ------------ ------------ ------------
Gross Profit -- -- -- -- --
Operating Expenses
General and Administrative 839,571 188,564 1,280,170 254,960 3,306,995
Research and Development 1,146,375 256,896 1,605,041 389,688 2,322,735
Depreciation 6,816 -- 8,331 -- 10,851
------------ ------------ ------------ ------------ ------------
TOTAL OPERATING EXPENSES 1,992,762 445,460 2,893,542 644,648 5,640,581
------------ ------------ ------------ ------------ ------------
Net Operating (Loss) (1,992,762) (445,460) (2,893,542) (644,648) (5,640,581)
Interest Income 1,350 -- 1,769 -- 1,769
------------ ------------ ------------ ------------ ------------
Net (Loss) before Tax (1,991,412) (445,460) (2,891,773) (644,648) (5,638,812)
Share of Losses in Associate 251,466 -- 335,288 -- 697,729
Minority Share of Losses (158,580) -- (342,854) -- (503,432)
------------ ------------ ------------ ------------ ------------
Net (loss) attributable
to common stockholders (2,084,298) (445,460) (2,884,207) (644,648) (5,833,109)
------------ ------------ ------------ ------------ ------------
OTHER COMPREHENSIVE INCOME
Foreign Currency
Translation Adjustments 6,274 (27,449) 41,220 (69,628) (119,407)
Unrealised gains/(losses) on
securities:
Unrealised holding gains/
(losses) arising during
the period; net of tax 543,690 1,405,000 (326,310) 1,405,000 9,748,690
------------ ------------ ------------ ------------ ------------
TOTAL COMPREHENSIVE
INCOME/(LOSS) $ (1,534,334) $ 932,091 $ (3,169,297) $ 690,724 $ 3,796,174
============ ============ ============ ============ ============
NET (LOSS) PER COMMON SHARE,
BASIC AND DILUTED (0.082) (0.071) (0.114) (0.137) (0.557)
============ ============ ============ ============ ============
Weighted Average
SHARES OUTSTANDING 25,570,370 6,254,799 25,403,038 4,704,347 10,475,599
============ ============ ============ ============ ============
The accompanying notes are an integral part of these financial statements.
3
BIOACCELERATE HOLDINGS, INC.
(FORMERLY MOBILE DESIGN CONCEPTS, INC.
A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
From
Four months Inception to
ended September 30, September 30,
2004 2003 2004
------------------------- -----------
Cash flows from operating activities:
Net (loss) (2,884,207) (644,648) (5,833,109)
Adjustments to reconcile net(loss) to net cash
(used) in operating activities:
Depreciation and other non-cash charges 8,331 0 10,851
Minorities share of net losses incurred during the period (342,854) 0 (503,432)
Add back Share of losses in affiliates 335,288 0 697,729
Changes in operating assets and liabilities
(Increase) in other accounts receivable (66,476) (1,307) (67,143)
(Increase) in other loans receivable (793,977) 0 (1,341,739)
Increase/(decrease) in accounts payable 258,234 (851,728) 1,320,445
Increase in accrued expenses and other current liabilities 92,358 167,293 284,709
------------ ----------- -----------
NET CASH (USED) IN OPERATING ACTIVITIES (3,393,303) (1,330,390) (5,431,689)
------------ ----------- -----------
CASH FLOWS FROM/(USED) IN INVESTING ACTIVITIES:
Capital Expenditure (141,767) 0 (192,175)
Investment in affiliates 0 0 (4,001,815)
Payment for purchase of subsidiaries 0 0 (16,340,013)
- net of cash acquired
Increase in minority interest relating to subsidiaries 0 0 6,990,886
acquired during the period
Purchase of Marketable Securities (2,000,000) 0 (2,000,000)
Purchase of other long term investments (222,936) (10,868) (234,724)
------------ ----------- -----------
NET CASH (USED) IN INVESTING ACTIVITIES (2,364,703) (10,868) (15,777,841)
------------ ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock 2,877,279 1,410,886 19,273,102
- net of fund raising expenses
Increase in other loans payable 2,000,000 0 2,292,783
------------ ----------- -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 4,877,279 1,410,886 21,565,885
------------ ----------- -----------
EFFECT OF EXCHANGE RATE CHANGES 41,220 (69,628) (119,407)
------------ ----------- -----------
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS (839,507) 0 236,948
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,076,455 0 0
------------ ----------- -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD 236,948 0 236,948
------------ ----------- -----------
The accompanying notes are an integral part of these financial statements.
4
BIOACCELERATE HOLDINGS, INC.
(FORMERLY MOBILE DESIGN CONCEPTS, INC.
A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
June 30, 2004
ASSETS
CURRENT ASSETS
Cash and cash equivalent $ 439,836
Marketable securities 15,305,000
Other accounts receivable 10,233
Other loans receivable 652,070
------------
TOTAL CURRENT ASSETS $ 16,407,139
Tangible fixed assets, net 103,437
Intangible assets, net 16,331,206
Other long term investments 11,788
Investments in affiliates 3,555,552
------------
$ 36,409,122
============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable 1,210,457
Accrued expenses 178,135
Loans payable 1,242,783
Other current liabilities 255,382
Deferred corporation tax 6,100,000
Minority interest 6,646,034
------------
TOTAL LIABILITIES 15,632,791
------------
STOCKHOLDERS' EQUITY
Common Stock, $.001 par value, 24,893
Authorized 50,000,000 shares;
24,893,114 shares issued and outstanding
Preferred Stock, $.001 par value, --
Authorized 1,000,000 shares;
none issued
Additional paid in capital 15,420,930
Deficit accumulated in the development stage (3,748,811)
Accumulated other comprehensive income 9,079,319
------------
TOTAL STOCKHOLDERS' EQUITY 20,776,331
------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 36,409,122
============
The accompanying notes are an integral part of these financial statements.
5
BIOACCELERATE HOLDINGS, INC.
(FORMERLY MOBILE DESIGN CONCEPTS, INC.
A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Month Ended Month Ended From Inception
June 30, 2004 June 30, 2003 Oct 4, 2000 to
June 30, 2004
------------ ------------ ------------
Revenue $ -- $ -- $ --
Cost of Revenue -- -- --
------------ ------------ ------------
Gross Profit -- -- --
Operating Expenses
General and Administrative 440,599 66,396 2,467,424
Research and Development 458,666 132,792 1,176,360
Depreciation 1,515 -- 4,035
------------ ------------ ------------
TOTAL OPERATING EXPENSES 900,780 199,188 3,647,819
------------ ------------ ------------
Net Operating (Loss) (900,780) (199,188) (3,647,819)
Interest Income 419 -- 419
------------ ------------ ------------
Net (Loss) before Tax (900,361) (199,188) (3,647,400)
Share of Losses in Associate 83,822 -- 446,263
Minority Share of Losses (184,274) -- (344,852)
------------ ------------ ------------
Net (loss) attributable
to common stockholders (799,909) (199,188) (3,748,811)
------------ ------------ ------------
OTHER COMPREHENSIVE INCOME
Foreign Currency
Translation Adjustments
(119,407) 34,946 (42,179) (125,681)
Unrealised gains/(losses) on
securities:
Unrealised holding gains/
(losses) arising during
the period; net of tax (870,000) -- 9,205,000
------------ ------------ ------------
TOTAL COMPREHENSIVE
INCOME/(LOSS) $ (1,634,963) $ (241,367) $ 5,330,508
============ ============ ============
NET (LOSS) PER COMMON SHARE,
BASIC AND DILUTED $ (0.066) $ (120,683)
Weighted Average ============= =============
SHARES OUTSTANDING 24,893,114 2
============ ============
The accompanying notes are an integral part of these financial statements.
6
BIOACCELERATE HOLDINGS, INC.
(FORMERLY MOBILE DESIGN CONCEPTS, INC.
A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Month Ended Month Ended From Inception
June 30, 2004 June 30, 2003 Oct 4, 2000 to
June 30, 2004
----------- ----------- -----------
Cash flows from operating activities:
Net (loss) (799,909) (199,188) (3,748,811)
Adjustments to reconcile net(loss) to net cash
(used) in operating activities:
Depreciation and other non-cash charges 1,515 0 4,035
Minorities share of net losses incurred during the period (184,274) 0 (344,852)
Add back Share of losses in affiliates 83,822 0 446,263
Changes in operating assets and liabilities
(Increase) in other accounts receivable (10,237) (229) (10,233)
(Increase) in other loans receivable (104,308) 0 (652,070)
Increase in accounts payable 148,246 241,596 1,210,457
Increase in accrued expenses and other current liabilities 250,644 0 433,517
----------- ----------- -----------
NET CASH (USED) IN OPERATING ACTIVITIES (614,501) 42,179 (2,661,694)
----------- ----------- -----------
CASH FLOWS FROM/(USED) IN INVESTING ACTIVITIES:
Capital Expenditure (57,064) 0 (107,472)
Investment in affiliates 0 0 (4,001,815)
Payment for purchase of subsidiaries 0 0 (16,331,206)
- net of cash acquired
Increase in minority interest relating to subsidiaries 0 0 6,990,886
acquired during the period
Purchase of other long term investments 0 0 (11,788)
----------- ----------- -----------
NET CASH (USED) IN INVESTING ACTIVITIES (57,064) 0 (13,461,395)
----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock 0 0 15,445,823
- net of fund raising expenses
Increase in other loans payable 0 0 1,242,783
----------- ----------- -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 0 0 16,688,606
----------- ----------- -----------
EFFECT OF EXCHANGE RATE CHANGES 34,946 (42,179) (125,681)
----------- ----------- -----------
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS (636,619) 0 439,836
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,076,455 0 0
----------- ----------- -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD 439,836 0 439,836
=========== =========== ===========
The accompanying notes are an integral part of these financial statements.
7
BIOACCELERATE HOLDINGS, INC.
(A Development Stage Company)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
September 30, 2004
NOTE 1- NATURE OF BUSINESS
DESCRIPTION OF COMPANY: Bioaccelerate Holdings, Inc ("Bioaccelerate" or
"Company"), formerly Mobile Design Concepts, Inc. ("Mobile"), acquired
Bioaccelerate, Inc. ("BI") in an exchange of stock on September 23, 2004.
Simultaneous with the exchange of stock, Mobile Design Concepts, Inc. change its
name to Bioaccelerate Holdings, Inc. Mobile was organized under the laws of the
State of Nevada on March 10, 2000. Mobile was formed to design, manufacture, and
lease mobile kiosks and other structures the operation was discontinued on
December 31, 2002.
The Company is examining opportunities in both start-up and emerging companies
in the biopharmaceutical sector.
The Company has not yet generated significant revenues and is considered a
development stage company as defined in Statement of Financial Accounting
Standards No.7. At the present time, the Company has not paid any dividends, and
any dividends that may be paid in the future will depend upon the financial
performance of its subsidiary, Bioaccelerate, Inc.
BI was organized 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 July 25, 2003 the Company changed its name
to Bioaccelerate, Inc.
BI has not generated significant revenue and is considered a development stage
company as defined in Statement of Financial Accounting Standards No. 7. On
August 31, 2003 the holders of Bioaccelerate common stock agreed to a 5 for 1
reverse split of all of its outstanding shares. This reduced the amount of
common stock outstanding from 5 million to 1 million shares. BI acquired Pharma
Manufacturing Services Limited ("PMSL") on September 1, 2003 and issued
18,000,000 (post reverse split) shares to PMSL shareholders. The effect was to
transfer operational control of BI to the former shareholders and directors of
PMSL, making PMSL the acquirer for accounting purposes. PMSL subsequently
changed its name to Bioaccelerate Limited.
As a result of the share exchange between the Company and BI, the shareholders
of BI have received 32,325,000 shares of stock, or 95.9% of the issued and
outstanding common stock, and the shareholders of the Company retained 1,375,085
shares. BI will continue in the same business that it was engaged in prior to
the share exchange, and all of the officers and directors of BI in office at the
time of the share exchange continue in those roles with the Company. Since
ownership and operational control of the Company is considered to have passed to
the stockholders and management of BI, BI is treated as the entity that acquired
the assets of the Company for accounting purposes. In accordance with Statement
of Accounting Standards No. 141, the acquisition of assets will be accounted for
using the purchase method.
The Company was formed to capitalize on opportunities in the biopharmaceutical
market through the development of compounds and also companies that will
commercialize those compounds. The Company acquires and develops pharmaceutical
assets, both corporate and physical. As of September 30, 2004 the Company has
investments in 17 companies: 6 publicly listed companies and majority equity
interests in 11 private Biopharmaceutical companies. The publicly quoted
companies comprise a majority equity interest in two pharmaceutical companies,
minority interest in three biopharmaceutical companies, and one other
investment. The biopharmaceutical companies focus on five medical areas, cancer,
cardiovascular disease, lifestyle, central nervous system disorders, and
anti-viral, areas with a current combined global market value of $200 billion,
according to Reuters Business Insight
8
The Company , through its acquisition of Bioaccelerate, Inc., has an option to
purchase 500,000 shares of common stock of Bioenvision, Inc., at $1.25 per
share, 7,496,760 shares or 25.7% of Enhance Biotech Inc , 23,857,000 shares or
55% of Evolve Oncology Inc.,. 3,928,804 shares or 19% of Neuro Bioscience,
11,997,900 shares or 90% in Oncbio, Inc all publicly traded companies.
The Company accounts for a 25.7% investment in Enhance Biotech, Inc. under the
equity method. This investment is carried at a cost of $4,001,815 less the
Company's proportional share of the losses incurred of $697,729 as of September
30, 2004 and $362,441 as of May 31, 2004. In addition, the Company holds
5,500,000 options and warrants to acquire shares of Enhance Biotech, Inc. at an
exercise price of $1.00 per share and 1,500,000 warrants to acquire shares of
Enhance Biotech, Inc. at $3.00 per share. The options are exercisable through
February 12, 2008 and the warrants are exercisable through May 20, 2009. The
options and warrants are carried in the balance sheet at the excess of the value
at market price over the value at the option and warrant price, which amounted
to $6,875,000 and $12,650,000 at September 30, 2004 and May 31 2004. Any
unrealized gain or loss during the accounting period was reported in accumulated
other comprehensive income.
The Company currently holds 23,857,000 common shares, representing 55 % of
Evolve Oncology, Inc total issued stock at September 30, 2004 and May 31, 2004,
and includes Evolve in the Company's consolidated financial statements. The
Company also holds 5,000,000 warrants for common stock at an exercise price of
$2.60.
On September 30, 2004 the Company held 11,997,900 common shares or 90% in
Oncbio, Inc consolidated in the financial statements and 5,000,000 options at an
exercise price of $0.65
On September 28, 2004 the Company subscribed for 2,000,000 shares of common
stock in Artwork and Beyond Inc at $1.00 per share which subsequently completed
an merger with Advance Nanotech Inc.
The Company's investment in Bioenvision,Inc , Enhance Biotech, Inc, Artwork and
Beyond, Inc. and Neuro Bioscience, Inc. is carried in the balance sheet as
available for sale securities and any unrealized net gain or loss during the
period was reported in accumulated other comprehensive income.
9
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
A. BASIS OF PRESENTATION: These consolidated financial statements include the
accounts of Bioaccelerate Holdings, Inc. and its subsidiaries (the Company),
with appropriate eliminations of inter-company balances and transactions. The
financial statements are prepared by the Company on the accrual basis of
accounting in accordance with the rules and regulations of the Securities and
Exchange Commission for interim financial information, and in accordance with
the instructions for form 10Q and Article 10 of Regulation S-X. Accordingly,
revenue is recognized when earned, and expenses when incurred.
Certain information and footnote disclosures normally included in the Company's
annual audited financial statements, as required by accounting principles
generally accepted in the United States, have been condensed or omitted. The
interim condensed financial statements, in the opinion of management, reflect
all adjustments, consisting entirely of normal recurring adjustments, necessary
for a fair presentation of the Company's financial position as of September 30,
2004, the results of its operations for the three and four-month periods ended
September 30, 2004 and 2003, the one-month periods ended June 30, 2004 and 2003,
and cash flows for the four-month periods ended September 30, 2004 and 2003.
The results of operations for the interim periods are not necessarily indicative
of the results of operations to be expected for the entire fiscal year. These
interim condensed financial statements should be read in conjunction with the
audited financial statements for the year ended May 31, 2004, which are
contained in the Company's Form 8K, and filed with the Securities and Exchange
Commission on September 27, 2004.
B. USE OF ESTIMATES: The preparation of financial statements in conformity with
generally accepted accounting principles in the United States requires
management to make estimates and assumptions that affect the reported assets and
liabilities, disclosure of contingent assets and liabilities at the date of the
financial statements, and the reported amount of revenues and expenses during
the reporting period. Actual reports may differ from these estimates.
Significant estimates in the financial statements include the assumption that
the Company will continue as a going concern.
C. CERTAIN RISKS AND UNCERTAINTIES: The Company is subject to risks common to
companies in its industry, including, but not limited to, new technological
innovations, dependence on key personnel, protection of proprietary technology,
compliance with government regulations, uncertainty of market acceptance of
products, product liability and the need to obtain financing.
D. PRINCIPLES OF CONSOLIDATION: The consolidated financial statements include
the assets and liabilities of the majority owned subsidiaries, adjusted to allow
for minority interests. All significant intercompany transactions have been
eliminated.
E. CONCENTRATIONS OFCREDIT RISK: The Company has no significant off balance
sheet concentrations of credit risk such as foreign exchange contracts, option
contracts or other foreign hedging arrangements.
10
F. CASH AND CASH EQUIVALENTS: For the purpose of these financial statements, the
Company considers all highly liquid debt instruments purchased and realizable
within three months or less to be cash equivalents to the extent that they are
not held for investment purposes.
G. MARKETABLE SECURITIES: The Company has classified its marketable securities
as available for sale in accordance with the Statement of Financial Accounting
Standard ("SFAS") No.115, "Accounting for Certain Investment in Debt and Equity
Securities". The marketable securities are reported at fair value with
unrealized gains and losses recorded as a separate component of accumulated
other comprehensive income and loss in stockholders's equity net of taxes. The
specific identification method is used to determine gains and losses when
securities are sold. A decline in the market value below cost that is deemed to
be other than temporary would result in a change to earnings in the period the
decline occurs.
H. FAIR VALUE OF FINANCIAL INSTRUMENTS: The carrying amounts of certain of the
Company's financial instruments, including cash and cash equivalents and
accounts payable approximate fair value due to their short maturities. Based on
borrowing rates currently available to the Company for loans with similar terms,
the carrying value of its debt obligations approximate fair value.
I. RESEARCH AND DEVELOPMENT: Costs and expenses that are clearly identified as
research and development are charged to expense as incurred in accordance with
FASB Statement No. 2 "Accounting for Research and Development ".
J. FOREIGN CURRENCY TRANSLATION: A number of the Company's subsidiaries have the
British Pound as a primary functional currency . Assets and liabilities are
translated using the exchange rates in effect at the balance sheet date.
Expenses are translated at the average exchange rates prevailing during the
year. Translation gains or losses not reflected in earnings are reported in
accumulated other comprehensive losses in the stockholder's equity. The
translation adjustment amounted to a gain of $41,220 and a gain of $120,071 for
the periods ending September 30, 2004 and May 31, 2004.
K. DEPRECIATION POLICY: The Company depreciates its assets over their useful
lives on the following basis: furniture and fixtures, 10 years; computer
equipment, 4 years; and leasehold improvements, 3 years.
Intangible assets are subject to an annual review for impairment as required
under SFAS 144.
L. MINORITY INTERESTS: Minority interests represent the interest of third
parties in the net assets of certain subsidiary companies.
M. LONG-LIVED ASSETS: The Company periodically reviews the value of long-lived
assets for impairment whenever events or changes in business circumstances
indicate that the carrying amount of the assets may not be fully recoverable or
that the useful lives of these assets are no longer appropriate. Each impairment
test is based on a comparison of the future undiscounted cash flows arising from
the assets with the carrying value of the asset. If impairment is indicated, the
asset is written down to its estimated fair value on a discounted cash flow
basis.
N. INCOME TAXES: The Company recognizes deferred tax liabilities and assets for
the expected future tax consequences of events that have been included in the
financial statements or tax returns. Deferred tax liabilities and assets are
determined based on the difference between the financial statement and tax basis
of assets and liabilities using enacted tax rates in effect for the year in
which the differences are expected to reverse. A valuation allowance is
established if it is more likely than not that all or a portion of the deferred
tax asset will not be realized. Accordingly, a valuation allowance has been
established for the full amount of the deferred tax asset.
O. NET LOSS PER SHARE: Basic net loss per share is computed using the weighted
average number of shares of common stock outstanding for the one-month ended
June 30, 2004 and the three-month and four-month periods ended September 30,
2004.
11
NOTE 3 - NON-CASH FINANCIAL TRANSACTIONS
Non-cash financing transactions including the cost of contributed services,
contributed rent, and additional paid in capital contributed by shareholders
have been included in expenses and additional paid in capital, respectively in
the accompanying financial statements.
NOTE 4 - LEGAL MATTERS
As of the date of this report the Directors have no knowledge of any pending or
threatened legal proceedings.
NOTE 5 REVERSE ACQUISTION WITH MOBILE DESIGN CONCEPTS, INC
On September 23, 2004, Mobile Design Concepts, Inc. issued 32,325,000 shares of
common stock to acquire all of the outstanding shares of Bioaccelerate, Inc.
This transaction was completed after a 3.5 to 1 reverse stock split of the
outstanding common stock, reducing its pre-acquisition outstanding common shares
from 4,812,800 to 1,375,085. Bioaccelerate, Inc. is a development stage company
that acquires and develops pharmaceutical compounds and products. BI funds the
development of early-stage compounds and Phase II/III clinical development. On
the acquisition date, BI had a majority equity interest in fourteen and an
investment in a further three biotech companies that are developing new drugs in
five therapeutic areas: cancer, cardiovascular disease, lifestyle, central
nervous system disorders, and anti- infective. Mobile Design Concepts, Inc
changed its corporate name to Bioaccelerate Holdings, Inc.
On the acquisition date Bioaccelerate Inc. owned:
An option to purchase 500,000 shares of common stock of Bioenvision, Inc., a
publicly traded company. The option was granted at $1.25 per share and
Bioaccelerate Inc. carried the investments as Marketable Securities available
for sale, and all net changes in market price are included in other
comprehensive income.
An investment in Enhance Biotech, Inc. including 7,496,760 common shares or
25.7% is accounted for under the equity method and carried in the balance sheet
at an adjusted basis of $3,304,086 .BI holds warrants to purchase 5,500,000
common shares at $1.00 per share and 1,500,000 common shares at $3.00 per share
carried as investments in Marketable Securities available for sale and all net
changes in market price are included in other comprehensive income.
An investment of 23,857,000 in common shares of Evolve Oncology, Inc. or 55% and
expenses for the period are included in the consolidated financial statements. A
further holding of 5,000,000 options to acquire restricted common stock at an
exercise price of $2.60 are not considered marketable securities..
An investment in Oncbio, Inc of 11,997,900 common shares or 90% of the issued
share capital carried at par value and 5,000,000 options at an exercise price of
$0.65. Expenses for the period are included in the consolidated financial
statements.
An investment in Neuro Bioscience, Inc of 3,928,804 shares of common stock or
19% of the issued share capital carried as investments in Marketable Securities
available for sale.
REVERSE ACQUISTION WITH BIOACCELERATE INC.
On September 1,2003 Bioaccelerate, Inc. acquired all of the outstanding shares
of Pharma Manufacturing Services Limited, a privately held company incorporated
under the laws of the United Kingdom. In connection with the merger transaction,
BI issued 18,000,000 shares of common stock. Pharma Manufacturing is a
development stage company that acquires and develops pharmaceutical compounds
and products.
On the acquisition date Pharma Manufacturing owned:
An option to purchase 500,000 shares of common stock of Bioenvision, Inc., a
publicly traded company. The option was granted at $1.25 per share and Pharma
Manufacturing carried the investment at no cost;
An investment in Enhance Biotech, Inc. including 3,321,750 common shares
accounted for under the equity method and carried at a cost of $1,815 and
warrants to purchase 1,500,000 common shares at $1.00 per share, carried at no
cost; and
An investment of 19,357,000 common shares of Evolve Oncology, Inc., carried at
par value of $.001and reported under the equity method.
A majority holding in nine private biotech companies
12
NOTE 6 - LOANS PAYABLE
BI has a $2,292,783 loan secured by all the assets and future assets of the
company with an interest rate equal to the Applicable Federal Rate, as defined
in Section 1247(d) of the Internal Revenue Code. This amount has been drawn
against the balance of a facility of $7.5 million provided by Technology
Finance, Inc. As of September 30, 2004 and May 31, 2004, the interest rate was
1.5%. The loan matures in two years or upon the earlier closing of a transaction
or series of related transactions in which the company receives at least $15
million of gross proceeds of either a debt or equity financing or if there is a
change of control. A change of control is defined as a merger, consolidation or
any other combination of the company with another entity, the sale of all or
substantially all of the assets of the company, or the purchase of 25% of the
voting stock of the company in a single transaction or a series of related
transactions. Under the terms of the loan, the loan can be converted, in whole
or in part, at the price of the last equity placement the company has conducted,
at the option of the lender, at any time during the term of the facility.
The Company has two credit facilities for $12.5million each with Lifescience
Ventures Ltd and Jano Holdings Ltd repayable on the closing of a debt or equity
financing in which the company receives at least $50,000,000 in gross proceeds.
The facilites accrue interest on the outstanding capital at the Applicable
Federal Base Rate. Warrants for 1million shares of common stock at an exercise
price of $14 and 1million shares of common stock at an exercise price of $28
were issued with each facility.
NOTE 7 INVESTMENT IN AFFILIATES
Operating results include BI's proportionate share of loss from affiliates,
which consist of an unconsolidated investment accounted for under the equity
method of accounting. As of September 30, 2004 and May 31, 2004, BI owned
7,496,760 shares or 25.7% of Enhance Biotech, Inc., a publicly held company. BI
recorded a loss of $335,288 for the four-month period ended September 30, 2004,
$251,466 for the three-month period ended September 30, 2004, $83,822 for the
one-month period ended June 30, 2004 and $362,441 for the year ended May 31,
2004. The Company carried the investment on the balance sheet at $3,304,086 as
of September 30, 2004 and at $3,639,374 as of May 31, 2004.
On August 12, 2004, Enhance Biotech, Inc., signed a definitive merger agreement
with Ardent Pharmaceuticals, Inc., the world's leader in discovering and
developing delta compounds. BI owns 7,496,760 common shares or 25.7% of Enhance
Biotech Inc., and a warrant to purchase 5,500,000 shares at $1.00 per share and
a warrant to purchase 1,500,000 shares at $3.00 per share.
Under the terms of the agreement the Enhance shareholders will retain 55% of the
stock in the merged entity and Bioaccelerate, Inc. will retain 14.3%
NOTE 8 - STOCKHOLDERS' EQUITY
On September 28, 2004 the Company issued 3,818,472 shares of common stock at
$1.00 per share for the conversion of loans from certain creditors.
On September 23, 2004 the Company issued 32,325,000 shares of common stock in
connection with the acquisition of Bioaccelerate, Inc.
In February 2004 Bioaccelerate, Inc. sold 5,100,000 shares at $1.00 per share
and received net proceeds of $4,816,781 after the payment of underwriting
discounts and commissions and other expenses.
On September 1, 2003 Bioaccelerate, Inc. issued 18,000,000 shares of common
stock in connection with the merger with Pharma Manufacturing Services Limited,
a privately held company.
On September 1, 2003 Bioaccelerate, Inc. issued 625,014 shares in satisfaction
of $1,562,535 of past due liabilities.
13
NOTE 9 - COMMITMENTS AND CONTINGENCIES
The Company has offices in New York and London, England.
Bioaccelerate, Inc. holds a license to occupy 1,000 square feet of office space
at 712 Fifth Avenue, 19th Floor, New York, New York 10019 at a cost of $9,000
per month.
Bioaccelerate Limited occupies 5,000 square feet of office space at Savannah
House, Charles II Street, London. The premises are held on a three-year lease
from July 28, 2004, with an optional break at half term, at a rent of $11,500
per month. Part of the space is currently sublet on monthly licenses generating
income of $18,000 per month, including contributions to rates and service
charges.
On July 6, 2004 Bioaccelerate Inc provided a credit facility to Evolve Oncology,
Inc of $5,000,000 repayable on the closing of a debt or equity financing in
which the Evolve receives at least $10,000,000 in gross proceeds. The facility
accrues interest on the outstanding balance at the Applicable Federal Base Rate.
The company received 5,000,000 warrants convertible into common stock at an
exercise price of $2.60 on the commencement of the facility agreement. On
September 30, 2004 the closing price of the shares was $4.25 creating an
unrealized profit of $8,250,000 which has not been included in the Balance
Sheet.
On July 15, 2004 Bioaccelerate Inc provided a credit facility to Oncbio, Inc of
$5,000,000 repayable on the closing of a debt or equity financing in which the
Oncbio receives at least $10,000,000 in gross proceeds. The facility accrues
interest on the outstanding balance at the Applicable Federal Base Rate. The
company received 5,000,000 warrants convertible into common stock at an exercise
price of $0.65 on the commencement of the facility agreement . On September 30,
2004 the closing price of the shares was $1.01 creating an unrealized profit of
$1,800,000 which has not been included in the Balance Sheet.
On July 22, 2004 Bioaccelerate Inc provided a credit facility to Innovate
Oncology, Inc of $5,000,000 repayable on the closing of a debt or equity
financing in which the Innovate Oncology receives at least $10,000,000 in gross
proceeds. The facility accrues interest on the outstanding capital at the
Applicable Federal Base Rate. The company received 1,000,000 warrants
convertible into common stock at an exercise price of $1.00 on the commencement
of the facility agreement
On August 9th, 2004 Bioaccelerate Inc provided a credit facility to Neuro
Bioscience, Inc of $1,225,000 repayable on the closing of a debt or equity
financing in which the Neuro Bioscience receives at least $10,000,000 in gross
proceeds. The facility accrues interest on the outstanding balance at the
Applicable Federal Base Rate. The company received 2,400,000 shares of common
stock on the commencement of the facility agreement.
On August 11, 2004 Bioaccelerate Inc provided a credit facility to Enhance
Biotech, Inc of $4,000,000 repayable on the closing of a debt or equity
financing in which the Enhance receives at least $10,000,000 in gross proceeds.
The facility attracts interest on the outstanding capital at the Applicable
Federal Base Rate. The company received 1,500,000 warrants convertible into
common stock at an exercise price of $3.00 on the commencement of the facility
agreement.
NOTE 10 - INCOME TAXES
Deferred income taxes are recognized for the extended future tax consequences
attributable to the increased value of Marketable Securities.
NOTE 11 SUBSEQUENT EVENTS
On October 1, 2004 Innovate Oncology, Inc merged with Hampton Berkshire
Insurance and Financial Inc a quote company, and received 15,900,000 shares of
common stock a holding of 91,6% of the combined entity. Hampton Berkshire
changed its name to Innovate Oncology Inc.
14
Item 2: Management's Discussion & Analysis or Plan of Operations
FORWARD LOOKING STATEMENTS: NO ASSURANCES INTENDED
This disclosure contains forward-looking statements. The forward-looking
statements include all statements that are not statement of historical fact. The
forward-looking statements are often identifiable by the use of words such as
"may," "expect," "believe," "anticipate," "intend," "could," "estimate," "seek,"
"contemplate," "hope," "suggest," "envision," or "continue," or comparable
language, or the negative or other variation of those or comparable terms. Our
actual results could differ materially from the anticipated results described
with forward-looking statements. These forward-looking statement are based
largely on our expectation and are subject to a number of risks and
uncertainties, including but not limited to: those risks associated with out
ability to identify and raise additional capital to complete our product
development programs; our allocation of resources as necessary to continue
operations; our ability to generate cash flow from revenue or other sources; our
ability to use our capital stock for acquisitions, paying expenses or other
disbursements, attracting personnel or contracts and other business uses. Many
of these factors are beyond our management's control. These uncertainties could
cause our actual results to differ materially from the expectations reflected in
these forward-looking statements. In light of these risks and uncertainties, we
cannot be certain that the forward- looking information contained herein will,
in fact, occur. Interested persons should consider carefully the previously
stated factors as well as the more detailed information contained elsewhere
herein.
Plan of Operations.
BUSINESS OVERVIEW
Bioaccelerate Holdings, Inc. (the "Company") is a pharmaceutical development
organization ("PDO") seeking to acquire, develop and commercialize novel
pharmaceutical products in an efficient, cost-effective way. The Company uses
its broad network of academic, industry and capital market relationships to
expedite drug development and raise capital to create and fund its subsidiary
companies, which are organized by vertical portfolios in five therapeutic areas:
cancer, lifestyle disorders, central nervous system disorders (CNS),
cardiovascular disease and anti- infectives. The markets for drugs in these five
areas have a combined global value of more than $200 billion a year, according
to Reuters Business Insight.
The Company has not generated revenues and is considered a development stage
company as defined in Statement of Financial Accounting Standards No. 7.
Our expenses have consisted primarily of costs incurred from in-licensing
existing product candidates, research and development of new product candidates,
development of our collaboration product agreements, and general and
administrative costs associated with our operations. We expect licensing costs
to increase as development milestones are achieved, and our research and
development expenses to increase as we continue to develop our product
candidates. If the development efforts result in clinical success, regulatory
approval and successful commercialization of our products, we will generate
revenues from sales of these
15
products and from receipt of royalties on sales of these products. We expect to
incur sales and marketing expenses in the future as we establish our sales and
marketing organization.
Since our inception we have incurred significant losses. As of September 2004,
we had an accumulated deficit of $5,833,109. We anticipate incurring additional
losses, which may increase for the foreseeable future, including at least
through December 31, 2008.
We have a limited history of operations. We anticipate that our quarterly
results of operations will fluctuate for the foreseeable future due to several
factors, including payments made or received pursuant to licensing or
collaboration agreements, progress of our research and development efforts, and
the timing and outcome of regulatory approvals. Our limited operating history
makes predictions of future operations difficult or impossible to ascertain.
OUR PRODUCT DEVELOPMENT PORTFOLIO AND PIPELINE
1. ONCOLOGY
Oncology is the largest therapeutic market focused upon by Bioaccelerate and its
subsidiaries. Reuters Business Insight forecasts the global cancer treatment
market to grow from $34.3 billion in 2002 to $42.8 billion in 2007. Their
research also indicates that the innovative cancer therapy market will triple
from $4.3 billion in 2001 to $12.3 billion in 2007.
EVOLVE ONCOLOGY. Evolve Oncology seeks to acquire, develop and commercialize
drugs to treat various types of cancer and cancer pain management. Evolve
Oncology's product development portfolio targets lung, breast and other types of
cancer. Evolve Oncology's management believes its focus on innovative treatments
should benefit from the market opportunity created by multiple patent
expirations, particularly in hormonal and cytostatic therapies facing the large
pharmaceutical companies. Bioaccelerate will also seek to develop niche drugs
passed over by large pharmaceutical companies.
ONCBIO. OncBio seeks to acquire, develop and commercialize drugs to treat
multiple cancers such as breast, lung and chronic myelogenous leukemia. OncBio's
product development pipeline focuses on new, innovative compounds as well as
enhanced formulations of existing compounds.
GENAR ONCOLOGY. Genar Oncology seeks to acquire, develop and commercialize a
broad platform of compounds to fight cancers. Bioaccelerate's product
development portfolio targets multiple cancers, such as a single product one for
solid tumors prevalent in breast, lung and colorectal cancer. Management
believes these multiple-use products will enhance the drugs' value in the
marketplace.
INNOVATE ONCOLOGY. Innovate Oncology seeks to acquire, develop and commercialize
compounds targeted at multiple cancers and oncology-related conditions. Some of
the oncology related conditions we seek to address are reversing chemo
resistance and treating common side effects such as nausea and vomiting.
Innovate Oncology's pre-clinical product development portfolio is all based upon
scientific approaches which our management believes are innovative.
16
CYNAT ONCOLOGY. Cynat Oncology seeks to acquire , develop and commercialize
compounds targeted at various Oncology diseases. Bioaccekerate is developing a
platform of compounds which have been selected to target multiple cancers,
instead of focusing on only one specific disease area. This approach management
believe will enhance the compounds future values and give the drugs a greater
chance of success.
2. LIFESTYLE DISORDERS
The lifestyle segment of the global pharmaceutical marketplace is projected to
grow from $22.9 billion in 2002 to $29 billion by 2007, according to Reuters
Business Insight. Bioaccelerate's management believes its three lifestyle drug
subsidiary companies are poised to take advantage of some of the most
potentially lucrative segments, including sexual dysfunction, skin diseases and
addiction.
ENHANCE BIOTECH. Enhance Biotech acquires, develops and commercializes drugs to
treat lifestyle disorders. Enhance's portfolio of seven products under
development target male sexual dysfunction and dermatology, two of the seven
major therapeutic segments in the lifestyle drug market. Enhance's lead product
targets premature ejaculation, which is the most widespread indication in male
sexual dysfunction (MSD). The disorder affects 29% of the adult male population
and represents a potential $6 billion market, according to Reuters Business
Insight.
Enhance Biotech has recently entered into a merger agreement with Ardent
Pharmaceuticals Inc., a privately held biotechnology company with an extensive
research and development pipeline that includes a number of pre- clinical and
clinical drug candidates in the areas of moderate to severe pain, urinary
incontinence, premature ejaculation, depression and cardio protection. Pursuant
to the merger agreement, Ardent will become a wholly- owned subsidiary of
Enhance Biotech and the former Ardent stockholders will receive Enhance Biotech
securities amounting, on a fully- diluted basis, to 45% of Enhance Biotech's
outstanding equity securities, post- merger. After the merger the shareholders
of Enhance Biotech will own 55 % of the merged entity.
INNOVA LIFESTYLE. Innova Lifestyle seeks to acquire, develop and commercialize
drugs to lifestyle disorders including acne, alcohol addiction and female sexual
dysfunction. Awareness has been increasing about the need for effective and safe
female stimulants to treat female sexual dysfunction. Analysts at Reuters
Business Insight say this disorder is still poorly defined and understood,
evidenced by their research that indicates that between 19% and 43% of women in
the general population suffer from sexual dysfunction. Despite that prevalence,
only 26% of women across the major markets seek treatment. Bioaccelerate
believes treatment for female sexual dysfunction may be a major market
opportunity following in the footsteps of the strong public response to male
erectile and premature dysfunction treatments coming to market now.
LIFESTYLE PHARMA. Lifestyle Pharma seeks to acquire, develop and commercialize
drugs to treat lifestyle disorders. Bioaccelerate's portfolio of products under
development concentrates on treatments for alcohol addiction, osteoarthritis,
interstitial cystitis, osteoarthritis and irritable bowel syndrome. Alcohol
addiction affects a patient population of 47 out of every 1000 adults. The
current market for this product is estimated to be $300 million.
17
3. CENTRAL NERVOUS SYSTEM
The worldwide population with CNS disorders is rising steadily. This increase is
being driven by an aging population, improving diagnostic techniques, increasing
physician and patient awareness and a gradual shift away from the social stigma
traditionally attached to many psychiatric conditions. As the prevalence of CNS
disorders rises, so does the cost. In the U.S., it is estimated that more than
20% of healthcare spending is directed towards CNS-related disorders, according
to Reuters Business Insight. Alzheimer's disease alone is estimated to cost the
U.S. economy $100 billion annually, with a prevalent population of more than 4
million. Bioaccelerate is seeking to tap the potential in this market by
developing subsidiaries with diversified products to target the broad range of
CNS diseases.
CNS THERA. CNS Thera seeks to acquire, develop and commercialize compounds
targeted against various central nervous system disorders. Bioaccelerate's
portfolio of products under development focuses on some of the largest potential
markets such as Alzheimer's disease, epilepsy, multiple sclerosis and
Parkinson's disease.
4. CARDIOVASCULAR DISEASE
Among the cardiovascular diseases, a disorder of lipid metabolism called
dyslipidemics has had the fastest growth in global sales. In 2002, the global
anti-dyslipidemics market generated sales of $21.86 billion and Reuters Business
Insight forecasts annual sales to rise to $32.6 billion by 2008. Dyslipidemics
is often used as a blanket term to describe any imbalance in the level of blood
lipids (fats) and a variety of conditions characterized by either excessively
high or excessively low levels of certain lipids in the bloodstream, including
cholesterol and triglycerides. Within cardiovascular disease,
hypercholester-olemia is the most common risk, with an average prevalence rate
of 43.8% or 309 people in the seven major markets.
BIOCARDIO. Biocardio seeks to acquire, develop and commercialize therapies to
treat cardiovascular and metabolic diseases. Bioaccelerate's products under
development target heart disease, cholesterol imbalances and chronic obstructive
pulmonary disorder (COPD). COPD is lung damage caused by smoking and has the
third largest burden of disease in the world. Bioaccelerate believes its novel
therapy, if successfully developed and approved, will fill a largely unmet need
for treatment.
INNCARDIO. Inncardio seeks to acquire, develop and commercialize therapies to
treat cardiovascular and metabolic diseases including diabetes, artherosclerosis
and myocardial ischemia. Approximately 60 million people in seven major markets
suffer from diabetes, 17 million in the U.S. alone.
5. ANTI-INFECTIVES
The global anti-virals market, which is a subset of anti-infective, is forecast
to grow from $8.7 billion in 2001 to $14 billion in 2007, according to Reuters
Business Insight. Much of that growth comes from the high incidence of viral
infections and currently available drugs that are not
18
efficacious. Another growth factor for this therapeutic area is a strategy by
big pharmaceutical companies that increasingly target patients in developing
countries. Bioaccelerate believes this change creates an opportunity to develop
its anti-infective portfolio.
ANVIRA. Anvira seeks to acquire, develop and commercialize anti- infective
products for common diseases such as ear and throat infections as well as
pneumonia and bronchitis. Bioaccelerate's current portfolio of products under
development consists of reformulations of off- patent anti- infectives.
Results of Operations
Three Months Ended September 30, 2004 compared to Three Months Ended September
30, 2003
Revenues
No revenues were generated during the period.
Research and Development Expenses
Research and development expenses were $1,146,375 and $256,896 for the three
months ended September 30, 2004 and 2003, respectively. The increase in these
expenditures was due to increases in clinical trial expenses and research and
development expenses.
General and Administrative Expenses
General and administrative expenses were $839,571 and $188,564 for the three
months ended September 30, 2004 and 2003, respectively. The increase in expenses
resulted primarily from costs related to outside contractors, legal and
accounting expenses, insurance, facilities, and other general administrative
expenses.
Four Months Ended September 30, 2004 compared to Four Months Ended September 30,
2003
Revenues
No revenues were generated during the period.
Research and Development Expenses
Research and development expenses were $1,605,041 and $389,688 in the four
months ended September 30, 2004 and 2003 respectively. The increase in these
expenditures was due to increases in the amount of clinical trial expenses and
incurred research and development expenses. The increase in expenditure was due
to increase expenditures with outside contractors, legal and accounting expense,
insurance, facilities and general administrative expenses.
19
General and Administrative Expenses
General and administrative expenses were $1,280,170 and $254,960 for the four
months ended September 30, 2004 and 2003 respectively.
One Month Ended June 30, 2004 Compared to One Month Ended June 30, 2003
Revenues
No revenues were generated during the period.
Research and Development Expenses
Research and development expenses were $448,666 and $132,792 for the one month
ended June 30, 2004 and 2003, respectively. The was due to increased
expenditures for clinical trials, research and development expenses, legal and
accounting expenses, insurance, facilities, and general administrative expenses.
General and Administrative Expenses
General and administrative expenses were $440,539 and $66,396 in the one month
ended June 30, 2004 and 2003, respectively. The increase resulted primarily from
legal and accounting expenses, insurance, facilities, and general administrative
expenses.
Financial Condition
Assets
As of September 30, 2004 and May 31, 2003, we held total assets of $40.0 million
and $38.5 million, respectively. The increase in total assets was primarily due
to the increase in cash and marketable securities from loans.
Liabilities
As of September 30, 2004 and May 31, 2003, our total liabilities equaled $16.9
million and $16.1 million, respectively. The increase in total liabilities was
primarily due to the increase in accounts payable, accrued expenses, loans
payable from increased research and development costs and general and
administrative costs.
Stockholders' Equity
As of September 30, 2004 and May 31, 2003, our total stockholders' equity
equaled $23.1 million and $22.4 million, respectively. The increase in our
stockholders' equity was primarily due to the conversion of notes payable into
common stock.
20
Liquidity and Capital Resources
Since our inception, we have financed our operation through the sale of stock
and the issuance of debt. The BI has a $7,500,000 line of credit with an
institutional investor and as of September 30, 2004 had drawn down $6,111,255 of
the line with $3,818,472 of the debt converted to common stock and $2,292,783
remaining outstanding. The facility accrues interest at the Applicable Federal
Rate, as defined in Section 1247(d) of the Internal Revenue Code. As of
September 30, 2004, the interest rate was 1.5%. In February 2004, Bioaccelerate,
Inc sold 5,100,000 shares of common stock at $1.00 per share and received net
proceeds of $4,816,781 after expenses. The Company has two credit facilities
totaling $25,000,000 available that have not been drawn against. These
facilities accrue interest at the Applicable Federal Rate. At September 30, 2004
cash and marketable securities totaled approximately $18,485,638. The Company
expects to incur substantial additional research and development expenses and
general administrative expenses, including personal-related costs, cost related
to preclinical testing and clinical trials. The Company intends to seek
additional funding through the sale of debt and equity securities, increases in
our credit facilities and with suitable potential collaborators
Item 3. Controls and Procedures.
The issuer's principal executive officer or officers and principal financial
officer or officers, or persons performing similar functions, are responsible
for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d- 15(f))
for the issuer and have:
designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under their supervision, to ensure that
material information relating to the issuer, including its consolidated
subsidiaries, is made known to them by others within those entities,
particularly during the period in which the periodic reports are being prepared;
designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under their supervision, to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
evaluated the effectiveness of the issuer's disclosure controls and procedures
as of the end of the fiscal quarter (the "Evaluation Date").
Based on their evaluation as of the Evaluation Date, their conclusions about the
effectiveness of the disclosure controls and procedures were that nothing
indicated:
any significant deficiencies in the design or operation of internal controls
which could adversely affect the issuer's ability to record, process, summarize
and report financial data;
21
any fraud, whether or not material, that involves management or other employees
who have a significant role in the issuer's internal controls; or
any material weaknesses in internal controls that have been or should be
identified for the issuer's auditors and disclosed to the issuer's auditors and
the audit committee of the board of directors (or persons fulfilling the
equivalent function).
Changes in internal control over financial reporting. There was no significant
change in the issuer's internal control over financial reporting that occurred
during the most recent fiscal quarter that has materially affected, or is
reasonably likely to materially affect, the issuer's internal control over
financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company is not a party to any material pending legal proceedings. No such
action is contemplated by the Company nor, to the best of its knowledge, has any
action been threatened against the Company.
Item 2. Sales of Unregistered Equity Securities and Use of Proceeds
(a) Pursuant to the Acquisition of Bioaccelerate, Inc, the Registrant issued
32,325,000 common shares to the shareholders of Bioaccelerate, Inc., in a
nonpublic issuance exempt from the registration requirements of the Securities
Act of 1933, as amended, pursuant to Section 4(1), Section 4(6) and/or
Regulation D. The shareholders were all accredited investors.
On September 28, 2004 the Company issued 3,818,472 shares of common stock at
$1.00 per share, in a nonpublic issuance of restricted securities, exempt from
the registration requirements of the Securities Act of 1933, as amended,
pursuant to Section 4(2), in exchange for the conversion of loans from certain
creditors. No other securities were sold by the issuer during the period covered
by this report without registering the securities under the Securities Act.
(b) During the period covered by this report, there were no securities that the
issuer sold by registering the securities under the Securities Act.
(c) During the period covered by this report, there was no repurchase made of
equity securities registered pursuant to section 12 of the Exchange Act. None of
the issuer's securities is registered pursuant to section 12 of the Exchange Act
22
Item 3. Defaults Upon Senior Securities
There has not been any material default in the payment of principal, interest, a
sinking or purchase fund installment, or any other material default not cured
within 30 days, with respect to any indebtedness of the issuer exceeding 5
percent of the total assets of the issuer.
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, through the solicitation of proxies or otherwise, except
that the acquisition of Bioaccelerate, Inc., described below, was approved by
written consent of a majority interest of shareholders on September 23, 2004.
On August 6, 2004, the Registrant announced that it had entered into an
agreement to acquire all of the issued and outstanding common stock of
Bioaccelerate, Inc., a Delaware corporation. The transaction was expected to
involve, on behalf of the Corporation, a name change, change of management,
change of corporate office and a 3.5 to 1 reverse stock split.
This transaction (the "Acquisition") was completed on September 23, 2004, along
with the effectuation of a 3.5 to 1 reverse split of the Registrant's
outstanding common stock reducing its pre-acquisition outstanding common shares
from 4,812,800 to 1,375,085. Pursuant to the Acquisition, the Registrant issued
32,325,000 common shares to the shareholders of Bioaccelerate, Inc., in a
nonpublic issuance exempt from the registration requirements of the Securities
Act of 1933, as amended, pursuant to Section 4(1), Section 4(6) and/or
Regulation D. The shareholders were all accredited investors. After the issuance
of the 32,325,000 shares of the Registrant's authorized but unissued common
stock in the Acquisition, to the former shareholders of Bioaccelerate, Inc., the
Registrant has 33,700,085 shares of its common stock issued and outstanding. The
Registrant also (1) changed its corporate name from Mobile Design Concepts, Inc.
to Bioaccelerate Holdings, Inc., (2) changed its corporate address to New York ,
and (3) had a complete change of corporate officers and directors. As a part of
the Acquisition, Lynn Dixon resigned effective September 23, 2004, as the sole
officer and director of the Registrant and and a new Board of Directors was
elected and new officers were appointed. The following two persons were
appointed as the principal executive, financial, operating, and accounting
officers of the Registrant.
Lee Cole 43 CEO, President & Director Linden Boyne 61 CFO, Secretary-Treasurer &
Director
All other officers and directors of the Registrant are set forth below.
Kevin Bilyard 45 Senior Vice President and Director
Andrew Cosentino 50 Senior Vice President and Director
Christopher O'Toole 46 Senior Vice President and Director
Nigel Rulewski 54 Senior Vice President and Director
23
Item 5. Other Information - Changes in Registrant's Certifying Accountant.
Effective November 17, 2004, Pritchett, Siler, & Hardy, P.C. was dismissed as
the registrant's certifying accountant. The decision to change accountants was
made and recommended by the registrant's board of directors, in consequence of
the registrant's acquisition of Bioaccelerate, Inc. The audit reports of
Pritchett, Siler, & Hardy, P.C. on the registrant's financial statements for
each of the past two years ended December 31, 2003 and 2002 contained no adverse
opinion or disclaimer of opinion, nor were they modified as to audit scope, or
accounting principles. They were qualified as to a going concern uncertainty,
inasmuch as the Company has incurred losses since its inception and has not yet
been successful in establishing profitable operations. These factors raise
substantial doubt about its ability to continue as a going concern. The
financial statements do not include any adjustments that might result from the
outcome of these uncertainties. There were no disagreements with the former
accountant, whether or not resolved, on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure,
which, if not resolved to the former accountant's satisfaction, would have
caused it to make reference to the subject matter of the disagreement(s) in
connection with its reports for such years.
Effective November 17, 2004, F.E. Hanson, Ltd. was selected as the registrant's
new certifying accountant for the year ended December 31, 2004. F.E. Hanson,
Ltd. was Bioaccelerate, Inc.'s certifying accountant for the past two fiscal
years. Neither the issuer nor anyone acting on its behalf, consulted the new
accountant regarding the application of accounting principles to any specific
completed or contemplated transaction, or the type of audit opinion that might
be rendered on the issuer's financial statements.
Change in Fiscal Year
In consequence of the registrant's acquisition of Bioaccelerate, Inc. and the
fact that the fiscal year of Bioaccelerate, Inc. and the registrant were not the
same, it became necessary to change the fiscal year of one or the other, so they
would be the same. On November 17, 2004, the registrant determined to change the
fiscal year of Bioaccelerate, Inc. from May 31, to December 31. The registrant's
fiscal year will remain December 31. The report covering the transition period
will be filed on Form 10-KSB for the fiscal year ended December 31, 2004.
Item 6. Exhibits.
Exhibit Index - Exhibits required by Item 601 of Regulation S-B.
(31) Certifications required by Rules 13a-14(a) or 15d-14(a).
(32) Section 1350 Certifications
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Bioaccelerate Holdings, Inc.
Date: November 17, 2004 By: /s/ Lee Cole
----------------- --------------------------------------------
Lee Cole, CEO, President and Director
Date: November 17, 2004 By:/s/ Linden Boyne
------------------ --------------------------------------------
Linden Boyne , CFO, Secretary-Treasurer
& Director
25