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 |_| NO |X|
The number of $.001 par value common shares outstanding at August 30, 2005:
43,405,372
TABLE OF CONTENTS
Page
PART 1 - FINANCIAL INFORMATION
Item 1 Financial Statements (Unaudited) 3
Item 2 Management's Discussion and Analysis or Plan of Operations 11
Item 3 Controls and Procedures 16
PART II - OTHER INFORMATION
Item 1 Legal Proceedings 16
Item 2 Sales of Unregistered Equity Securities and Use of Proceeds 16
Item 3 Defaults Upon Senior Securities 17
Item 4 Submission of Matters to a Vote of Security Holders 17
Item 5 Other Information 17
Item 6 Exhibits 18
Signatures 18
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
(Restated)
ASSETS
CURRENT ASSETS
Cash and cash equivalent $ 236,948
Accounts receivable 67,143
Other loans receivable 1,341,739
------------
TOTAL CURRENT ASSETS $ 1,645,830
Tangible fixed assets, net 181,324
Other long term investments 2,234,724
Investments in affiliates 3,304,086
------------
$ 7,365,964
============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable 1,320,445
Accrued expenses 284,709
Loans payable 2,292,783
------------
TOTAL LIABILITIES 3,897,937
------------
STOCKHOLDERS' EQUITY
Preferred Stock, $.001 par value, --
Authorized 1,000,000 shares; none issued
Common Stock, $.001 par value, 37,519
Authorized 50,000,000 shares;
37,518,557 shares issued and outstanding
Additional paid in capital 9,383,024
Deficit accumulated in the development stage (5,833,109)
Accumulated other comprehensive loss (119,407)
------------
TOTAL STOCKHOLDERS' EQUITY 3,468,027
------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 7,365,964
============
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 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
Restated Restated Restated
------------ ------------ ------------ ------------ ------------
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 -- 1,405,000 -- 1,405,000 --
------------ ------------ ------------ ------------ ------------
TOTAL COMPREHENSIVE
INCOME/(LOSS) $ (2,078,024) $ 932,091 $ (2,842,987) $ 690,724 $ (5,952,516)
============ ============ ============ ============ ============
NET (LOSS) PER COMMON SHARE,
BASIC AND DILUTED (0.081) (0.071) (0.113) (0.137)
============ ============ ============ ============
Weighted Average
SHARES OUTSTANDING 25,570,370 6,254,799 25,403,038 4,704,347
============ ============ ============ ============
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 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.
5
BIOACCELERATE HOLDINGS, INC.
(A Development Stage Company)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
September 30, 2004
NOTE 1. NATURE OF THE 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.
Simultaneously with the exchange of stock, Mobile Design Concepts, Inc. changed
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.
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES
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 10QSB
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 operations for the interim periods are not necessarily
indicative of the results of operations to be expected for the entire fiscal
year.
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. 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.
PRINCIPLES OF CONSOLIDATION: The consolidated financial statements presented
herein include the accounts of the Company and its majority owned subsidiaries
(collectively, the "Company"). The consolidated financial statements include the
accounts of the following companies:
6
Amilar Pharma Inc
Anvira Inc
Bioaccelerate Holdings, Inc (formerly Mobile Design Concepts, Inc)
Bioaccelerate, Inc
Bioaccelerate Limited
Bioaccelerate BVI Limited
Biocardio Inc
CNS Thera Inc
Cynat Onclogy Inc
Evolve Oncology Inc
Genar Oncology Inc
Inncardio, Inc
Innova Lifestyle, Inc
Innovate Oncology, Inc
Oncbio Inc
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.
MARKETABLE SECURITIES: The Company will classify its holdings of free trading
shares as marketable securities 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
will be 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. Currently the Company's
holdings of quoted shares are restricted and have been included in the financial
statements at cost.
Loss per Share
The Company calculates net income (loss) per share as required by Statement of
Financial Accounting Standards (SFAS) 128, "Earnings per Share." Basic earnings
(loss) per share is calculated by dividing net income (loss) by the weighted
average number of common shares outstanding for the period. Diluted earnings
(loss) per share is calculated by dividing net income (loss) by the weighted
average number of common shares and dilutive common stock equivalents
outstanding. During periods in which the Company incurs losses common stock
equivalents, if any, are not considered, as their effect would be anti dilutive.
NOTE 3 - BASIS OF PRESENTATION
The Company's financial statements are presented on a going concern basis, which
contemplates the realization of assets and satisfaction of liabilities in the
normal course of business.
The Company has experienced a significant loss from operations aggregating
$2,884,207 and $5,833,109 for the four months ended September 30, 2004, and the
period from inception to September 30, 2004. In addition, the Company has a
working capital deficit of $2,252,107 and stockholders' equity of $3,468,027 at
September 30, 2004, and has no revenue generating operations.
The Company's ability to continue as a going concern is contingent upon its
ability to secure additional financing, utilize its credit facilities, increase
ownership equity and attain profitable operations. In addition, the Company's
ability to continue as a going concern must be considered in light of the
problems, expenses and complications frequently encountered in established
markets and the competitive environment in which the Company operates.
7
NOTE 3 - BASIS OF PRESENTATION
(Continued)
The Company is pursuing financing for its operations and seeking additional
investments. In addition, the Company is seeking to establish a revenue base.
Failure to secure such financing or to raise additional equity capital and to
establish a revenue base may result in the Company depleting its available funds
and not being able pay its obligations.
The financial statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts
and classification of liabilities that may result from the possible inability of
the Company to continue as a going concern.
NOTE 4. LOANS PAYABLE
Credit Facilities
During February 2004 the Company entered into a senior secured credit facility
with Technology Finance, Inc. ("Technology") under which Technology shall
provide the Company one or more loans in the aggregate principal amount of up to
$7,500,000. Notwithstanding this Technology shall have no obligation to fund the
Company, if one of the following have occurred: (i) there shall be a material
change in the business, properties, assets, results of operations, prospects or
financial condition of the Company since January 1, 2004; (ii) the Company shall
be in breach of, or in default under any material contract, license agreement or
instrument; or iii) there shall have occurred a disruption in the securities
markets. Technology has the right to convert the outstanding balance into shares
of the Company's common stock at $1.00 per share. The credit facility matures on
the earliest of (i) the date on which a placement in which the Company receives
at least $25,000,000 in gross proceeds for the issuance of debt or equity
securities, (ii) the date on which an event of default occurs, or (iii) the date
on which a change in control occurs. The advances bear interest at a rate equal
to the Applicable Federal Rate, as defined in Section 1247(d) of the Internal
Revenue Code and are secured by all of the Company's assets and assets acquired
in the future. The credit facility contain certain affirmative and negative
covenants including the Company furnishing Technology with audited financial
statements within 90 days after its year end and unaudited financial statements
with 45 days of each quarter excluding the Company's year end. In addition, the
credit facility provides that at the date of signing there shall be no
outstanding options, warrants or subscription rights for capital stock of the
Company. The Company had a balance of $5,300,477 drawn against this credit
facility at September 30, 2004, and as of September 30, 2004, the interest rate
was 1.5%. The loan matures upon one of the events described above.
During September 2004 the Company entered into a senior secured credit facility
with Lifescience Ventures, Limited ("Lifescience") under which Lifescience shall
provide the Company one or more loans in the aggregate principal amount of up to
$12,500,000. Notwithstanding this Lifescience shall have no obligation to fund
the Company, if one of the following have occurred: (i) there shall be a
material change in the business, properties, assets, results of operations,
prospects or financial condition of the Company since January 1, 2004; (ii) the
Company shall be in breach of, or in default under any material contract,
license agreement or instrument; or iii) there shall have occurred a disruption
in the securities markets. As an inducement for extending the credit facility
Lifescience received 1,000,000 warrants to purchase shares of the Company's
common stock at $14 per share and 1,000,000 warrants to purchase shares of the
Company's common stock for $28 per share and the credit facility contains a
clause prohibiting the repricing of any outstanding options or warrants to a
price which is less than the prices of the Lifescience warrants. The fair value
of the warrants, determined using the Black-Scholes option pricing model will be
amortized as additional interest over the term of the credit facility commencing
with the first draw. The credit facility matures on the earliest of (i) the date
on which a placement in which the Company receives at least $50,000,000 in gross
proceeds for the issuance of debt or equity securities, (ii) the date on which
an event of default occurs, or (iii) the date on which a change in control
occurs.
The advances bear interest at a rate equal to the Applicable Federal Rate, as
defined in Section 1247(d) of the Internal Revenue Code and are secured by all
of the Company's assets and assets acquired in the future. The credit facility
contain certain affirmative and negative covenants including the Company
furnishing Lifescience audited financial statements within 90 days after its
year end and unaudited financial statements with 45 days of each quarter
excluding the Company's year end. In addition, the credit facility provides that
at the date of signing there shall be no outstanding, options, warrants or
subscription rights for capital stock of the Company. As of the date hereof the
Company has not drawn down on this facility.
During September 2004 the Company entered into a senior secured credit facility
with Jano Holdings Limited ("Jano") under which Jano shall provide the Company
one or more loans in the aggregate principal amount of up to $12,500,000.
Notwithstanding this Jano shall have no obligation to fund the Company, if one
of the following have occurred: (i) there shall be a material change in the
business, properties, assets, results of operations, prospects or financial
condition of the Company since January 1, 2004; (ii) the Company shall be in
breach of or in default under any material contract, license agreement or
instrument; or iii) there shall have occurred a disruption in the securities
markets. As an inducement for extending the credit facility Jano received
1,000,000 warrants to purchase shares of the Company's common stock at $14 per
share and 1,000,000 warrants to purchase shares of the Company's common stock
for $28 and the credit facility contains a clause prohibiting the repricing of
any outstanding options or warrants to a price which is less than the prices of
the Jano warrants. . The credit facility matures on the earliest of (i) the date
on which a placement in which the Company receives at least $50,000,000 in gross
proceeds for the issuance of debt or equity securities, (ii) the date on which
an event of default occurs, or (iii) the date on which a change in control
occurs. The advances bear interest at a rate equal to the Applicable Federal
Rate, as defined in Section 1247(d) of the Internal Revenue Code and are secured
by all of the Company's assets and assets acquired in the future. The credit
facility contain certain affirmative and negative covenants including the
Company furnishing Jano audited financial statements within 90 days after its
year end and unaudited financial statements with 45 days of each quarter
excluding the Company's year end. In addition, the credit facility provides that
at the date of signing there shall be no outstanding options, warrants or
subscription rights for capital stock of the Company. As of the date hereof the
Company has not drawn down against this facility.
8
NOTE 5. INVESTMENT IN AFFILIATES
Evolve Oncology
Through September 2004, the Company acquired 23,857,000 common shares of Evolve
Oncology Inc. ("Evolve") these shares were obtained initially through the
acquisition of Pharma Manufacturing Services Ltd. and the sale of Antibody
Technologies Inc.
At September 30, 2004, the Company owned a 55% interest in Evolve. For
accounting purposes, the Company is treating its capital investment in Evolve as
a vehicle for research and development. Because the Company is solely providing
financial support to further the research and development of Evolve, such
amounts are being charged to expense as incurred by Evolve since Evolve
presently has no ability to fund these activities and is dependent on the
Company to fund its operations. In these circumstances, Evolve is considered a
variable interest entity and has been consolidated. The creditors of Evolve do
not have recourse to the general credit of the Company. Through September 30,
2004, the Company advanced Evolve an aggregate of $399,495.
A summary of financial position and results of operations of Evolve as of
September 30, 2004, and the four months then ended is as follows:
Current assets $ --
Property and equipment 99,000
------------
$ 99,000
============
Current liabilities $ 1,446,266
Stockholders' (deficit) (1,347,266)
------------
$ 99,000
============
Revenues $ --
============
Net (loss) $(25,635,922)
============
Minority interest in net (loss) $ (6,820,830)
============
NOTE 6 - INVESTMENTS
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%
9
During September 2004 the Company invested $2,000,000 in Advance Nanotech, Inc.
("Advance") formerly Artwork and Beyond in exchange for 2,000,000 common shares.
The Company borrowed the funds for this transaction pursuant to the credit
facility from Technology Finance, Inc. described in Note 4. The shares are
carried at the lower of cost or market of $2,000,000. The market value of the
Advance shares as quoted on the OTCBB was $3.00 and $6.20 at September 30, 2004,
and August 30, 2005.
Through September 2004 the Company acquired an aggregate of 3,928,804 common
shares of Neuro Bioscience, Inc. ("Neuro"). The shares which were obtained as an
inducement to provide future financing and have no cost basis. These shares are
carried at the lower of cost or market of $0. The market value of the Neuro
Bioscience shares as quoted on the Pink Sheets was $0.51 and $1.20 at September
30, 2004, and August 30, 2005.
During August 2004 the Company invested $222,936 in JPS Holdings ("JPS"), a
private Company. No trading information or financial information is available
for JPS and the Company carries its investment at cost.
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.
The Company holds an option to purchase 500,000 shares of common stock of
Bioenvision, Inc., a publicly traded company.
The Company holds an investment carried at cost of $11,788.
NOTE 7. STOCKHOLDERS' (DEFICIT)
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.
NOTE 8 - RELATED PARTY TRANSACTIONS
At September 30, 2004, the Company had an aggregate of $241,558 due to
affiliates. These advances have no specified due date or interest rate.
NOTE 9. SUBSEQUENT EVENTS
On October 1, 2004 Innovate Oncology, Inc merged with Hampton Berkshire
Insurance and Financial Inc a quoted 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.
On December 2, 2004 the Company issued 3,818,472 shares of common stock for the
conversion of loans from certain creditors. On the same date 2,275,804 share of
common stock were issued for services.
NOTE 10. CORRECTION OF AN ERROR
Subsequent to December 31, 2004, the Company determined that certain investments
with a carrying value of $16,248,690 with a related deferred tax liability of
$6,500,000 and unrealized gains on marketable securities included in other
comprehensive income of $9,748,690 had been incorrectly carried on the Company's
balance sheet at September 30, 2004 due to a chance in the Company's accounting
policy. In addition, the Company determined that Intangible assets of
$16,340,013, minority interest related to the intangible of $6,487,454 and
additional paid in capital of $9,852,559 had also been incorrectly carried on
the Company's balance sheet at September 30, 2004 due to a chance in the
Company's accounting policy. The accompanying balance sheet is restated to
reflect these corrections which had no effect on the results of operations for
the period ended September 30, 2004.
10
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 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.
11
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.
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.
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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.
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 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.
13
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 in the three
months ended September 30, 2004 and 2003 respectively. The increase in these
expenditures was due the consolidation of Evolve Oncology in 2004 and to
increases in the amount of clinical trial expenses and incurred 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
results from the consolidation of Evolve Oncology in 2004 and from increased
costs related to outside contractors, legal and accounting expenses, insurance,
facilities, and other general administrative expenses as the company has
increased its activity.
Financial Condition
Assets
As of September 30, 2004 we held total assets of $7.37 million .
Liabilities
As of September 30, 2004 our total liabilities equaled $3.90 million. The
liabilities were primarily due to the increase in loans payable for increased
research and development costs and general and administrative costs.
Stockholders' Equity
As of September 30, 2004 our total stockholders' equity equaled $3.47 million.
Liquidity and Capital Resources
Since our inception, we have financed our operation through the sale of stock
and the issuance of debt. BI has a $7,500,000 line of credit with an
institutional investor and as of September 30, 2004 had drawn down $5,300,477 of
the facility. 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 additional 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 cash equivalents totaled approximately $237,000.
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 and intends to seek
additional funding through the sale of debt and equity securities, increases in
our credit facilities and with suitable potential collaborators
14
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; 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 October 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
15
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
Item 5. Other Information
As of April 29, 2005 the Registrant has appointed new auditors. Registrant
terminated F E Hanson as the company's auditor. The decision to change auditors
was approved by the Board of Directors. The former accountant only acted for the
Registrant from November 2004. The prior accountant did not render any report on
the financial statements for the past two years which contained any adverse
opinion or disclaimer of opinion or was qualified or modified as to uncertainty,
audit scope or accounting principles. During the Registrant's two most recent
fiscal years and any subsequent interim periods preceding the termination there
were no disagreements with the former accountant on any matter of accounting
principles or practices, financial statements disclosure, or auditing scope or
procedure.
Simultaneuosly with the termination of the relationship with F E Hanson Limited,
Registrant retained Stark, Winter and Schenkein & Co, LLP as Registrant's
independent accountants. Stark, Winter & Schenkein & Co. LLP's addressis 7535
East Hampden Avenue, Suite 109, Denver, CO 80231.
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.
16
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
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: September 16, 2005 By: /s/ Lee Cole
------------------ --------------------------------------------
Lee Cole, CEO, President and Director
Date: September 16, 2005 By: /s/ Linden Boyne
------------------ --------------------------------------------
Linden Boyne, CFO, Secretary-Treasurer
& Director
17