UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended June 30, 2010
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to ____________
Commission file number: 000-53854
EnzymeBioSystems
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Nevada 27-0464302
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
16773 W Park Drive, Chagrin Falls, Ohio, 44023
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(Address of principal executive offices)(Zip Code)
Issuer's telephone number, including area code: (440) 708-0012
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. [ ] Yes [X] No
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. [ ] Yes [X] No
Indicate by checkmark whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the past 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [X]
Indicate by checkmark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of "large accelerated filer," "accelerated filer," and
"smaller reporting company" in Rule 12b-2 of the Exchange Act.
[ ] Large accelerated filer [ ] Accelerated filer
[ ] Non-accelerated filer [X] Smaller reporting company
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act).
Yes[X] No [ ]
State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was last sold, or the average bid and asked price of such common
equity, as of the last business day of the registrant's most recently
completed second fiscal quarter:
The aggregate market value of the Company's common shares of voting stock
held by non-affiliates of the Company at October 13, 2010, computed by
reference to the $0.01 Registration Statement per-share price on
March 22, 2010 (date of effectiveness), was $115,000.
Indicate the number of shares outstanding of each of the registrant's classes
of common stock, as of the latest practicable date:
As of October 13, 2010, the registrant's outstanding common stock consisted
of 31,500,000 shares, $0.001 Par Value. Authorized - 195,000,000 common
voting shares.
DOCUMENTS INCORPORATED BY REFERENCE:
None.
Transitional Small Business Disclosure Format: Yes [ ] No [X]
INDEX
Title Page
ITEM 1. BUSINESS 5
ITEM 2. PROPERTIES 24
ITEM 3. LEGAL PROCEEDINGS 25
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 25
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 26
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF 27
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 31
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON 32
ACCOUNTING AND FINANCIAL DISCLOSURE
ITEM 9A. CONTROLS AND PROCEDURES 32
ITEM 10. DIRECTOR, EXECUTIVE OFFICER AND CORPORATE GOVERNANCE 36
ITEM 11. EXECUTIVE COMPENSATION 41
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, 43
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 44
AND DIRECTOR INDEPENDENCE
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES 45
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES 46
2
FORWARD-LOOKING STATEMENTS
This document contains "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. All statements other
than statements of historical fact are "forward-looking statements" for
purposes of federal and state securities laws, including, but not limited to,
any projections of earnings, revenue or other financial items; any statements
of the plans, strategies and objections of management for future operations;
any statements concerning proposed new services or developments; any
statements regarding future economic conditions or performance; any
statements or belief; and any statements of assumptions underlying any of
the foregoing.
Forward-looking statements may include the words "may", "could", "estimate",
"intend", "continue", "believe", "expect" or "anticipate" or other similar
words. These forward-looking statements present our estimates and assumptions
only as of the date of this report. Accordingly, readers are cautioned not to
place undue reliance on forward-looking statements, which speak only as of the
dates on which they are made. We do not undertake to update forward-looking
statements to reflect the impact of circumstances or events that arise after
the dates they are made. You should, however, consult further disclosures we
make in future filings of our Annual Report on Form 10-K, Quarterly Reports on
Form 10-Q and Current Reports on Form 8-K.
Although we believe that the expectations reflected in any of our forward-
looking statements are reasonable, actual results could differ materially from
those projected or assumed in any of our forward-looking statements. Our future
financial condition and results of operations, as well as any forward-looking
statements, are subject to change and inherent risks and uncertainties. The
factors impacting these risks and uncertainties include, but are not limited
to:
o inability to raise additional financing for working capital and product
development;
o inability to identify specialty enzyme products to produce;
o deterioration in general or regional economic, market and political
conditions;
o the fact that our accounting policies and methods are fundamental to how we
report our financial condition and results of operations, and they may
require management to make estimates about matters that are inherently
uncertain;
o adverse state or federal legislation or regulation that increases the costs
of compliance, or adverse findings by a regulator with respect to existing
operations;
o changes in U.S. GAAP or in the legal, regulatory and legislative
environments in the markets in which we operate;
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o inability to efficiently manage our operations;
o inability to achieve future operating results;
o our ability to recruit and hire key employees;
o the inability of management to effectively implement our strategies and
business plans; and
o the other risks and uncertainties detailed in this report.
In this form 10-K references to "EnzymeBioSystems", "the Company", "we",
"us", and "our" refer to EnzymeBioSystems.
AVAILABLE INFORMATION
We file annual, quarterly and special reports and other information with the
SEC. You can read these SEC filings and reports over the Internet at the
SEC's website at www.sec.gov. You can also obtain copies of the documents at
prescribed rates by writing to the Public Reference Section of the SEC at
100 F Street, NE, Washington, DC 20549 on official business days between the
hours of 10:00 am and 3:00 pm. Please call the SEC at (800) SEC-0330 for
further information on the operations of the public reference facilities.
We will provide a copy of our annual report to security holders, including
audited financial statements, at no charge upon receipt to of a written
request to us at EnzymeBioSystems, 16773 W Park Drive, Chagrin Falls, Ohio,
44023.
4
PART I
ITEM 1. BUSINESS
History and Organization
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The Company was organized June 26, 2009 (Date of Inception) under the laws
of the State of Nevada, as EnzymeBioSystems.
Our Business
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EnzymeBioSystems manufactures specialty enzymes and enzyme related products.
We utilize enzyme technologies to develop commercial solutions for a
broad range of applications within the specialty chemical industry. These
markets are largely served by a small number of large, well-established
businesses and research university centers. We plan to work collaboratively
with those industrial companies to develop differentiated, high performance
enzyme solutions for their target markets, and to leverage their well-
developed distribution capabilities to better exploit commercial
opportunities. Our enzyme technology will tie-in with development of new
commercial biological active compounds. We hope we can develop specialty
enzymes to eliminate the side effects and toxicity of the new commercial
developed products.
Our offices and laboratory is currently located at 16773 W Park Drive,
Chagrin Falls, Ohio, 44023.
Enzyme Industry
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Enzymes can be categorized as "enzyme inhibitors" and "enzyme activators."
Enzyme inhibitors are molecules that bind to enzymes and decrease their
activity. Since blocking an enzyme's activity can kill a pathogen or correct
a metabolic imbalance, many drugs are enzyme inhibitors. Enzyme activators
are molecules that bind to enzymes and increase their activity. These
molecules are often involved in the allosteric [defined as having to do with
a protein with a structure that is altered reversibly by a small molecule so
that its original function is modified] regulation of enzymes in the control
of metabolism. Both enzyme inhibitors and enzyme activators are currently
used by many pharmaceutical and biotechnology companies in research and
development of new drug compounds.
5
Enzymes also can be used as pharmaceutical products. Enzymes as
pharmaceuticals have two important features that distinguish them from all
other types of pharmaceutical products. First, enzymes often bind and act on
their targets with great affinity and specificity. Second, enzymes are
catalytic and convert multiple target molecules to the desired products.
These two features make are considered specialized enzymes that can
accomplish therapeutic biochemistry in the body that small molecules cannot.
These characteristics have resulted in the development of many enzyme drugs
for a wide range of disorders, e.g. insulin and interferon.
Business Strategy
- -----------------
We foresee our three areas of business opportunity, includes: 1) buying
raw materials to produce specialty enzymes in our lab facility and offer
these products for sale to research facilities and pharmaceutical companies;
2) become a specialty contract manufacture for research universities and
pharmaceutical companies that utilize enzymes in their research programs;
and, 3) Publish in research and medical journals theoretical and practical
applications of enzyme research, for the direct purpose of selling our
research applications to research facilities.
We plan to deploy our enzyme technologies across diverse markets that
represent commercial opportunities in helping us build visibility for
EnzymeBioSystems. This includes building our reputation in the scientific
community through trade publications and protecting our intellectual property
and technology through the patent process.
We plan to use enzyme technologies to develop commercial solutions for a
broad range of applications within the specialty chemical industry. These
markets are largely served by a small number of large, well-established
businesses and research university centers. We plan to work collaboratively
with those industrial companies to develop differentiated, high performance
enzyme solutions for their target markets, and to leverage their well-
developed distribution capabilities to better exploit commercial
opportunities.
We currently have only limited resources and capability to develop,
manufacture, market, sell, or distribute specialty enzyme products on a
commercial scale. We will determine which specialty enzyme products to
pursue independently based on various criteria, including: investment
required, estimated time to market, regulatory hurdles, infrastructure
requirements, and industry-specific expertise necessary for successful
commercialization. At any time, we may modify our strategy and pursue
collaborations for the development and commercialization of some specialty
enzyme products that we had intended to pursue independently. In order for
us to commercialize more specialty enzyme products directly, we plan to
establish or obtain through outsourcing arrangements additional capability to
develop, manufacture, market, sell, and distribute such products.
6
Marketing Strategy
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Through our future independent and collaborative research and development
programs, we plan to develop commercial enzyme products across multiple
markets. In addition, we plan to develop a pipeline of enzyme product
candidates that we expect to launch independently and/or in collaboration
with strategic partners. Once we develop our innovative enzyme products, we
plan to send samples of these products to potential customers. This will
give them an opportunity to evaluate our products as compared to the enzymes
they are purchasing from our competition.
Competition
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Our competitors have substantially greater financial, technical, and
marketing resources than we do and may succeed in developing products that
would render our products obsolete or noncompetitive. In addition, many of
these competitors have significantly greater experience than we do in their
respective fields. Our ability to compete successfully will depend on our
ability to develop proprietary products that reach the market in a timely
manner and are technologically superior to, and/or are less expensive than,
other products on the market. Current competitors or other companies may
develop technologies and products that are more effective than ours. Our
technologies and products may be rendered obsolete or uneconomical by
technological advances or entirely different approaches developed by one or
more of our competitors. The existing approaches of our competitors or new
approaches or technology developed by our competitors may be more effective
than those developed by us.
Any enzyme products that we develop will compete in multiple, highly
competitive markets. For example, Codexis, Maxygen, Inc., Evotec, and Xencor
have alternative evolution technologies. Integrated Genomics Inc., Myriad
Genetics, Inc., and ArQule, Inc. perform screening, sequencing, and/or
bioinformatics services. Novozymes A/S, Verenium Corporation, Genencor
International Inc. and MPBiomedicals are involved in development,
overexpression, fermentation, and purification of enzymes. Many of these
competitors have significantly greater financial and human resources than we
do. We believe that the principal competitive factors in our market are
access to genetic material, technological experience and expertise, and
proprietary position.
7
Our Business Strategy
- ---------------------
Management is preparing a number of trade articles to publish in research
and medical journals on the theoretical and practical applications of enzyme
research. Management hopes these articles will give the Company some
notoriety among enzyme researchers/users. The articles are being prepared
for the direct purpose of selling our research applications to research
facilities and end users. If enzyme researchers/users are intrigued by the
applications discussed in the research articles, management believes these
researches/users will become future customers and purchase specialty enzymes
from EnzymeBioSystems. Also, management hopes to position the Company,
whereby it receives royalties from the enzyme applications it develops and
markets.
Recent Event
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Management is evaluating an enzyme compound which it believes has a specific
therapeutic value in fighting tumors. In an effort to evaluate this
compound, management, on or about July 9, 2010 entered into an with
Northeastern Ohio Universities College of Medicine d/b/a Northeastern Ohio
Universities Colleges of Medicine and Pharmacy in Rootstown, Ohio, to
perform rat studies. The research will study a series of semisynthetic
penicillins and cephalosporins containing structural fragments of the
well-known antitumor antibiotic sarcomycin. Specifically, the two areas
of this study will include: 1) an examination of the in vitro
cytotoxicity of penicillin analogs against hepatocellular carcinoma cells;
and 2) Investigate the dose-responsive antitumor actions of penicillin
analogs against chemically-induced hepatic tumorigenesis in rats.
(See Exhibit 10.1, Agreement between EnzymeBioSystems and Northeastern Ohio
Universities College of Medicine.)
Management hopes this research with identify an enzyme compound developed
by the Company that will lead to the filing of an Investigational New Drug
Application ("IND") with the U. S. Food and Drug Administration. It is
still too early to determine if this project has any potential value for the
Company, and there are no assurances that the Company will ever obtain be
able to obtain an IND for this compound.
8
EnzymeBioSystems's Funding Requirements
- ---------------------------------------
Management anticipates EnzymeBioSystems will require at least $150,000 to pay
for research expenses. The funds will be used for research to prepare an
Investigation New Drug Application with the U. S. Food and Drug
Administration. Management has developed an enzyme which they believe
has a therapeutic value in fighting tumors.
Future funding could result in potentially dilutive issuances of equity
securities, the incurrence of debt, contingent liabilities and/or
amortization expenses related to goodwill and other intangible assets, which
could materially adversely affect the Company's business, results of
operations and financial condition. Any future acquisitions of other
businesses, technologies, services or product(s) might require the Company to
obtain additional equity or debt financing, which might not be available on
terms favorable to the Company, or at all, and such financing, if available,
might be dilutive.
Patent, Trademark, License and Franchise Restrictions and Contractual
Obligations and Concessions
- ---------------------------------------------------------------------
We do not have any trademarks, patents, or other intellectual property.
We plan to rely on trade secrets, technical know-how, and continuing
invention to develop and maintain our competitive position. We will take
security measures to protect our trade secrets, proprietary know-how and
technologies, and confidential data and continue to explore further methods
of protection. Our policy is to execute confidentiality agreements with our
employees and consultants upon the commencement of an employment or
consulting arrangement with us. These agreements generally require that all
confidential information developed or made known to the individual by us
during the course of the individual's relationship with us be kept
confidential and not disclosed to third parties. These agreements also
generally provide that inventions conceived by the individual in the course
of rendering services to us shall be our exclusive property.
Research and Development Activities and Costs
- ---------------------------------------------
Research and development expenses related to our specialty enzyme business
include costs related to ongoing bioprocess development and manufacturing
process yield improvements. For the fiscal year ending June 30, 2010, the
Company spent $16,095 in product research and development. The research
included the development of a specialty enzyme compound that management
believes will have a therapeutic value. The compound in being tested in
rats at Northeastern Ohio Universities College of Medicine. (See
Exhibit 10.1)
9
Effect of Government Regulation on Business
- -------------------------------------------
We are subject to various federal, state and local environmental laws and
regulations, including those relating to the discharge of materials into the
air, water and ground, the generation, storage, handling, use, transportation
and disposal of hazardous materials, and the health and safety of our
employees.
Non-drug biologically derived products, such as the specialty enzymes we
plan to produce are regulated in the United States based on their
application, by either the United States Food and Drug Administration,
("FDA"), the Environmental Protection Agency, ("EPA") in the case of plants
and animals, the United States Department of Agriculture ("USDA"). In
addition to regulating drugs, the FDA also regulates food and food additives,
feed and feed additives, and Generally Recognized As Safe substances used in
the processing of food. The EPA regulates biologically derived chemicals not
within the FDA's jurisdiction. Although the food and industrial regulatory
process can vary significantly in time and expense from application to
application, the timelines generally are shorter in duration than the drug
regulatory process.
In the United States, transgenic agricultural products may be reviewed by
the FDA, EPA, and USDA, depending on the plant and the trait engineered into
it. The regulatory process for these agricultural products can take up to
five years of field testing under USDA oversight, and up to another two years
for applicable agencies to complete their reviews. At this time, we do not
anticipate producing any enzymes that would require FDA approval. Our
processes would include combining enzymes that have already been approved the
FDA.
Even after investing significant time and expenditures, we may not obtain
regulatory approval for our enzyme products that incorporate technologies
that have not been approved for commercialization in the United States or
elsewhere. For example, the EPA regulates biologically derived chemical
substances not within the FDA's jurisdiction. An unfavorable EPA ruling could
delay commercialization or require modification of the production process
resulting in higher manufacturing costs, thereby making the product
uneconomical. In addition, the USDA may prohibit genetically engineered
plants from being grown and transported except under an exemption, or under
controls so burdensome that commercialization becomes impracticable. Our
future products may not be exempted by the USDA. In addition, new laws, new
interpretations of existing laws, increased governmental enforcement of
environmental laws, or other developments could require us to make additional
significant expenditures.
We will be subject to various federal, state and local environmental laws
and regulations, including those relating to the discharge of materials into
the air, water and ground, the generation, storage, handling, use,
transportation and disposal of hazardous materials, and health and safety
issues.
10
Outside of the United States, scientifically-based standards, guidelines
and recommendations pertinent to transgenic and other products intended for
the international marketplace are being developed by, among others, the
representatives of national governments within the jurisdiction of the
standard-setting bodies, including Codex Alimentarius, the International
Plant Protection Convention, and the Office des International Epizooties. The
use of the existing standard-setting bodies to address concerns about
products of biotechnology is intended to harmonize risk-assessment
methodologies and evaluation of specific products or classes of products.
In the future we may be subject to additional laws, regulations, policies,
approvals and the like of federal, state, local, municipal, foreign and other
bodies.
Compliance With Environmental Laws
- ----------------------------------
We seek to comply with all applicable statutory and administrative
requirements concerning environmental quality. We have made, and will
continue to make, expenditures for environmental compliance and protection.
Expenditures for compliance with environmental laws have not had, and are not
expected to have, a material effect on our capital expenditures, results of
operation or competitive position.
Employees
- ---------
The Company currently has: two Officers, who are also Directors of the
Company. These two individuals perform all of the job functions for the
Company. Ashot Martirosyan, our President, devotes 40 hours per week
of his time to our business, and Anushavan Yeranosyan, our
Secretary/Treasurer, devotes approximately 20 hours per week of his time
to our business. The Company has no intention at this time to add employees
until it can become a profitable entity. The Company from time to time may
retain independent consultants in connection with its operations.
(i) The Company's performance is dependent on the performance of its
officers. In particular, the Company's success depends on their
ability to develop a business strategy which will be successful for
the Company.
(ii) The Company does not carry key person life insurance on any of its
personnel. The loss of the services of any of its executive officers
or other key employees could have a material adverse effect on the
business, results of operations and financial condition of the
Company. The Company's future success also depends on its ability to
retain and attract highly qualified technical and managerial
personnel.
11
(iii) There can be no assurance that the Company will be able to retain its
key managerial and technical personnel or that it will be able to
attract and retain additional highly qualified technical and
managerial personnel in the future. The inability to attract and
retain the technical and managerial personnel necessary to support the
growth of the Company's business, due to, among other things, a large
increase in the wages demanded by such personnel, could have a
material adverse effect upon the Company's business, results of
operations and financial condition.
Item 1A. Risk Factors.
Risk Factors Relating to Our Company
------------------------------------
RISK FACTORS RELATING TO OUR FINANCIAL CONDITION
- ------------------------------------------------
1. WE HAVE A LIMITED HISTORICAL FINANCIAL INFORMATION UPON WHICH YOU MAY
EVALUATE OUR PERFORMANCE.
We have a limited history and we are subject to all risks inherent in
a developing business enterprise. Our likelihood of success must be
considered in light of the problems, expenses, difficulties, complications,
and delays frequently encountered in connection with manufacturing specialty
enzymes and the competitive and regulatory environment in which we operate.
You should consider, among other factors, our prospects for success in light
of the risks and uncertainties encountered by companies that, like us, are in
their early stages of research. We may not successfully address these risks
and uncertainties or successfully implement our operating and acquisition
strategies. If we fail to do so, it could materially harm our business to
the point of having to cease operations and could impair the value of our
common stock to the point investors may lose their entire investment. Even
if we accomplish these objectives, we may not generate positive cash flows or
profits we anticipate in the future.
12
2. AS WE HAVE NEVER MINIMAL REVENUES SINCE OUR INCEPTION, THERE IS NO
ASSURANCE THAT WE WILL BE ABLE TO CONTINUE AS A GOING CONCERN.
Our financial statements included with this Registration Statement for
the year ended June 30, 2009, have been prepared assuming that we will
continue as a going concern. Our auditors have made reference to the
substantial doubt as to our ability to continue as a going concern in their
audit report on our audited financial statements for the year ended
June 30, 2010. Because the Company has been issued an opinion by its
auditors that substantial doubt exists as to whether the company can
continue as a going concern, it may be more difficult for the company to
attract investors. Since our auditor's have raised a substantial doubt
about our ability to continue as a going concern, this typically results
greater difficulty to obtain loans than businesses that do not have a
qualified auditors opinion. Additionally, any loans we might obtain may
be on less advantageous terms. Our future is dependent upon our ability to
obtain financing and upon future profitable operations from the sale of our
future enzyme products. We plan to seek additional funds through private
placements of our common stock. You may be investing in a company that will
not have the funds necessary to continue to deploy its business strategies.
If we are not able to achieve revenues or find financing, then we likely
will be forced to cease operations and investors will likely lose their
entire investment, investors may lose their entire investment.
3. WE MAY NOT BE ABLE TO ATTAIN PROFITABILITY WITHOUT ADDITIONAL FUNDING,
WHICH MAY BE UNAVAILABLE.
We have prepared audited financial statements for the year end for
June 30, 2009, which show we cash and cash equivalents of $5,913. Our
ability to continue to operate as a going concern is fully dependent upon
the Company obtaining sufficient financing to continue its development and
operational activities. The ability to achieve profitable operations is in
direct correlation to our ability to generate revenues or raise sufficient
financing. It is important to note that even if the appropriate financing is
received, there is no guarantee that we will ever be able to operate
profitably or derive any significant revenues from its operation.
Management believes, for the next twelve months, it has sufficient funds
available to implement its business, on a limited basis.
4. IF WE ARE NOT ABLE TO COMPETE EFFECTIVELY AGAINST LARGER BIOMEDICAL
MANUFACTURERS WITH GREATER RESOURCES, OUR PROSPECTS FOR FUTURE SUCCESS
WILL BE JEOPARDIZED.
We will face intense competition from larger and better-established
biomedical manufacturers that may prevent us from ever becoming a significant
company. Management expects the competition to intensify in the future.
Pressures created by our future competitors could negatively impact our
business, results of operations and financial condition.
13
Many of our potential competitors have longer operating histories, larger
customer bases, greater brand recognition and significantly greater
financial, marketing, technical and other resources. In addition, our
competitors may acquire or be acquired by, receive investments from or enter
into other commercial relationships with larger, well-established and well-
financed competitors. Therefore, some of our competitors with other revenue
sources may be able to devote greater resources to marketing and promotional
campaigns, adopt more aggressive pricing policies and devote substantially
more resources to product development. There can be no assurance that we
will be able to compete successfully against current and future competitors.
COMPANY RISK FACTORS
- --------------------
5. IF WE ARE UNABLE TO RESPOND EFFECTIVELY AS TECHNOLOGIES AND MARKET TRENDS
EMERGE, OUR COMPETITIVE POSITION AND OUR ABILITY TO GENERATE REVENUES AND
PROFITS MAY BE HARMED.
To be successful, we must keep pace with rapid changes in enzyme research
and technology, changing customer requirements, new innovations by
competitors and evolving industry standards, any of which could render our
existing products obsolete if we fail to respond in a timely manner. For
example, if new enzyme applications are introduced by our competitors not
part by our technology, or if effective new sources of enzymes are
discovered, our future products and technology could become less competitive
or obsolete. If competitors develop innovative applications and technology
that is superior to ours or if we fail to accurately anticipate market trends
and respond on a timely basis with our own innovations, our potential
competitive position may be harmed and we may not achieve sufficient growth
in our revenues to attain, or sustain, profitability.
6. THERE MAY BE A POSSIBLE INABILITY TO FIND SUITABLE EMPLOYEES.
In order to implement our business plan, management recognizes that
additional staff will be required. No assurances can be given that we will
be able to find suitable employees that can support our needs or that these
employees can be hired on favorable terms. We do not plan to hire any
additional employees until our cash flows can justify the expense. When we
are ready to hire new employees, we will most likely look for people who have
some type of chemistry experience or a working knowledge of chemical
engineering, which may be difficult to find.
7. WE MAY BE LIABLE FOR THE PRODUCTS WE PLAN TO PRODUCE.
There is no guarantee that the level of insurance coverage we secure will
be adequate to protect us from risks associated with claims that exceed the
level of coverage maintained. As a result of our limited operations to date,
no threatened or actual claims have been made upon us for product liability.
14
8. THE ENZYME COMPOUND INDUSTRY IS SUBJECT TO PRICING PRESSURES THAT MAY
CAUSE US TO REDUCE THE FUTURE GROSS MARGINS FOR OUR PRODUCTS.
If we are able to become operational management believes to be
competitive, we might be required to adjust our prices in response to
industry-wide pricing pressures. Our competitors may possibly source from
regions with lower costs than those of our sourcing partners and those
competitors may apply such additional cost savings to further reduce prices.
We are not currently operational. If we are able to become operational
management believes increased customer demands for markdown allowances,
incentives and other forms of economic support might reduce our gross margins
and affect our profitability. Our financial performance may be negatively
affected by these pricing pressures if we are forced to reduce our prices
without being able to correspondingly reduce our costs for finished goods or
if our costs for finished goods increase and we cannot increase our prices.
Management wants investors to know that there are no assurances that we may
ever achieve acceptable operating margins, we may never obtain any share of
the market, or be able to establish any value for our enzyme products.
9. THE LOSS OF ONE OR MORE OF OUR FUTURE SUPPLIERS OF RAW MATERIALS MAY
INTERRUPT OUR SUPPLIES.
We plan to purchase our raw materials from a limited number of third-party
suppliers. We do not have any material or long-term contracts in place with
any suppliers at this time. Furthermore, our future suppliers also purchase
the components of our products from a limited number of suppliers. The loss
of one or more of these vendors could interrupt our supply chain and impact
our ability to deliver products to our customers, which would have a material
adverse effect on our future net sales and profitability.
10. INCREASES IN THE PRICE OF RAW MATERIALS USED TO MANUFACTURE OUR ENZYME
PRODUCTS COULD MATERIALLY INCREASE OUR COSTS AND DECREASE OUR
PROFITABILITY.
The prices for enzyme components are dependent on the market price for the
raw materials used to produce them. There can be no assurance that prices
for these and other raw materials will not increase in the near future.
These raw materials are subject to price volatility caused by supply
conditions, power outages, government regulations, economic climate and other
unpredictable factors. Any raw material price increase would increase our
cost of sales and decrease our future profitability unless we are able to
pass higher prices on to our customers. In addition, if one or more of our
competitors is able to reduce its production costs by taking advantage of any
reductions in raw material prices or favorable sourcing agreements, we may
face pricing pressures from those competitors and may be forced to reduce our
prices or face a decline in net sales, either of which could have a material
and adverse effect on our business, results of operations and financial
condition.
15
11. WE DO NOT OWN EQUIPMENT WITH THE CAPACITY TO MANUFACTURE PRODUCTS ON A
COMMERCIAL SCALE. IF WE ARE UNABLE TO ACCESS THE CAPACITY TO MANUFACTURE
PRODUCTS IN SUFFICIENT QUANTITY, WE MAY NOT BE ABLE TO COMMERCIALIZE OUR
PRODUCTS OR GENERATE SIGNIFICANT SALES.
We have only limited experience in enzyme manufacturing, and we do not
have our own internal capacity to manufacture specialty enzyme products on a
commercial scale. We expect to be dependent to a significant extent on third
parties for commercial scale manufacturing of our specialty enzyme products.
We do not have any arrangements with third parties that have the required
manufacturing equipment and available capacity to manufacture our commercial
enzymes. While we plan to build our own pilot development facility, we will
continue to depend on third parties for large-scale commercial manufacturing.
Any difficulties or interruptions of service with our third party
manufacturers or our own pilot manufacturing facility could disrupt our
research and development efforts, delay our commercialization of specialty
enzyme products, and harm our relationships with our specialty enzyme
strategic partners, collaborators, or customers.
12. WE MAY PURSUE SPECIALTY ENZYME PRODUCTS THAT ULTIMATELY REQUIRE MORE
RESOURCES THAN WE ANTICIPATE OR WHICH MAY BE TECHNICALLY UNSUCCESSFUL.
We currently have only limited resources and capability to develop,
manufacture, market, sell, or distribute specialty enzyme products on a
commercial scale. We will determine which specialty enzyme products to
pursue independently based on various criteria, including: investment
required, estimated time to market, regulatory hurdles, infrastructure
requirements, and industry-specific expertise necessary for successful
commercialization. At any time, we may modify our strategy and pursue
collaborations for the development and commercialization of some specialty
enzyme products that we had intended to pursue independently. We may pursue
specialty enzyme products that ultimately require more resources than we
anticipate or which may be technically unsuccessful. In order for us to
commercialize more specialty enzyme products directly, we would need to
establish or obtain through outsourcing arrangements additional capability to
develop, manufacture, market, sell, and distribute such products. If we are
unable to successfully commercialize specialty enzyme products resulting from
our internal product development efforts, we will continue to incur losses in
our specialty enzymes business, as well as in our business as a whole. Even
if we successfully develop a commercial specialty enzyme product, we may not
generate significant sales and achieve profitability in our specialty enzymes
business, or in our business as a whole.
16
13. WE MAY NOT BE ABLE TO DEVELOP MANUFACTURING CAPACITY SUFFICIENT TO MEET
DEMAND IN AN ECONOMICAL MANNER OR AT ALL.
If demand for enzyme products increases beyond the scope of our future
production facilities, we may incur significant expenses in the expansion
and/or construction of production facilities and increases in personnel in
order to increase production capacity. Any unanticipated expansion
requirements may cause complications for delays in production, which could
result in a loss of business and customers. To finance the expansion of a
commercial-scale production facility is complex and expensive. We cannot
assure you that we will have the necessary funds to finance the development
of production facilities, or that we will be able to develop this
infrastructure in a timely or economical manner, or at all.
14. OUR OFFICERS HAVE NO EXPERIENCE IN OPERATING AN OPERATIONAL SPECIALTY
ENZYME COMPANY, AND HAVE NO EXPERIENCE IN EVALUATING THE SUCCESS OF
FUTURE PRODUCTS.
Our executive officers, who have chemical engineering education, have no
experience in operating a specialty enzyme Company. Their work history
includes working for an antibiotic laboratory, managing a medical supply
company and working as a production engineer. They have no experience
in independently developing, manufacturing, marketing, selling, and
distributing commercial specialty enzyme products. Due to their lack of
experience, our executive officers may make wrong decisions and choices
regarding selection of products to pursue on behalf of the Company.
Consequently, our Company may suffer irreparable harm due to management's
lack of experience in this industry. As a result we may have to suspend or
cease operations, which will result in the loss of your investment.
15. WE EXPECT THAT CERTAIN ENZYME DEVELOPMENT WILL REQUIRE US TO USE
HAZARDOUS MATERIALS IN OUR BUSINESS. ANY CLAIMS RELATING TO IMPROPER
HANDLING, STORAGE, OR DISPOSAL OF THESE MATERIALS COULD BE TIME
CONSUMING AND COSTLY AND COULD ADVERSELY AFFECT OUR BUSINESS AND RESULTS
OF OPERATIONS.
Our research and development processes may involve the controlled use of
hazardous materials, including chemical, and biological materials. We cannot
eliminate entirely the risk of accidental contamination or discharge and any
resultant injury from these materials. Federal, state, and local laws and
regulations govern the use, manufacture, storage, handling, and disposal of
these materials. We may be sued for any injury or contamination that results
from our use or the use by third parties of these materials, and our
liability may exceed our total assets. In addition, compliance with
applicable environmental laws and regulations may be expensive, and current
or future environmental regulations may impair our research, development, or
production efforts. We plan to purchase insurance to protect us from
potential losses; however, at this time, we do not have any insurance
coverage for accidental contamination, discharge or any resultant injury
from these hazardous materials.
17
16. WE ARE SUBJECT TO ALL GOVERNMENTAL RULES, LAWS AND REGULATIONS RELATING
TO THE BIOMEDICALS INDUSTRY IN THE U.S.
We are subject to all governmental rules, laws and regulations relating to
the biomedical industry in the U.S., and we fully intend to comply therewith.
Biologically derived enzyme products are regulated in the United States
based on their application, by either the United States Food and Drug
Administration ("FDA"), or the Environmental Protection Agency ("EPA"), or,
in the case of plants and animals, the United States Department of
Agriculture ("USDA"). In addition to regulating drugs, the FDA also
regulates food and food additives, feed and feed additives, and GRAS
(Generally Recognized As Safe) substances used in the processing of food.
The EPA regulates biologically derived chemicals not within the FDA's
jurisdiction.
Under current FDA policy, our future products will most likely come within
the FDA's jurisdiction, may be subject to lengthy FDA reviews and unfavorable
FDA determinations if they raise safety questions which cannot be
satisfactorily answered, if results do not meet regulatory requirements or if
they are deemed to be food additives whose safety cannot be demonstrated. An
unfavorable FDA ruling could be difficult to resolve and could prevent a
product from being commercialized. Even after investing significant time and
expenditures, we may not obtain regulatory approval for any drug products
that incorporate our technologies or inventions.
The EPA regulates biologically derived chemical substances not within the
FDA's jurisdiction. An unfavorable EPA ruling could delay commercialization
or require modification of the production process resulting in higher
manufacturing costs, thereby making the product uneconomical. In addition,
the USDA may prohibit genetically engineered plants from being grown and
transported except under an exemption, or under controls so burdensome that
commercialization becomes impracticable. Our future products may not be
exempted by the USDA.
Further, there is no assurance the governmental agencies having
jurisdiction over us, our operations and properties, will not enact laws,
rules and/or regulations in the future which may have an adverse impact on us
and our operations.
17. OUR RESULTS OF OPERATIONS MAY BE ADVERSELY AFFECTED BY ENVIRONMENTAL,
HEALTH AND SAFETY LAWS, REGULATIONS AND LIABILITIES.
We are subject to various federal, state and local environmental laws and
regulations, including those relating to the discharge of materials into the
air, water and ground, the generation, storage, handling, use, transportation
and disposal of hazardous materials, and the health and safety of our
employees. We will need to meet a significant number of environmental and
other regulations and standards established by various federal, state and
local regulatory agencies.
18
In addition, some of these laws and regulations require our contemplated
facilities to operate under permits that are subject to renewal or
modification. These laws, regulations and permits can often require
expensive pollution control equipment or operational changes to limit actual
or potential impacts to the environment. As these regulations and standards
evolve, and if new regulations or standards are implemented, we may be
required to modify our proposed facilities and processes or develop and
support new facilities or processes and this will increase our costs. Any
failure to comply, or delays in compliance, with the various existing and
evolving industry regulations and standards could prevent or delay our
production of specialty enzyme products. Any inability to address these
requirements and any regulatory changes could have a material adverse effect
on our specialty enzyme business, financial condition and operating results.
A violation of these laws and regulations or permit conditions can result
in substantial fines, natural resource damages, criminal sanctions, permit
revocations and/or facility shutdowns.
18. OUR MANAGEMENT CONTROLS A LARGE BLOCK OF OUR COMMON STOCK THAT WILL
ALLOW THEM TO CONTROL THE COMPANY.
As of June 30, 2010, our officers and directors owned approximately 63% of
our outstanding common stock. As a result, our two officers will have the
ability to control substantially all matters submitted to our stockholders
for approval including:
a) election of our board of directors;
b) removal of any of our directors;
c) amendment of our Articles of Incorporation or bylaws; and
d) adoption of measures that could delay or prevent a change in control or
impede a merger, takeover or other business combination involving us.
As a result of their ownership and positions, these two individuals have
the ability to influence all matters requiring shareholder approval,
including the election of directors and approval of significant corporate
transactions. In addition, the future prospect of sales of significant
amounts of shares held by our director and executive officer could affect the
market price of our common stock if the marketplace does not orderly adjust
to the increase in shares in the market and the value of your investment in
the company may decrease. Management's stock ownership may discourage a
potential acquirer from making a tender offer or otherwise attempting to
obtain control of us, which in turn could reduce our stock price or prevent
our stockholders from realizing a premium over our stock price.
19
Investors will own a minority percentage of the Company's common stock and
will have minority voting rights. Investors will not have the ability to
control either a vote of the Company's Shareholders or Board of Directors.
19. SOME OF OUR OFFICERS AND DIRECTORS HAVE OTHER BUSINESS VENTURES.
As disclosed in their biographies contained herein, some of our officers
and directors work with other companies in addition to their work for us.
Anushavan Yeranosyan is a part-time financial advisor of A & A Medical
Supply, LLC. A & A Medical Supply distributes medical supplies to the health
care industry. Although none of our officers and directors are currently
working for any other companies in the biomedical industry, they are not
prohibited from doing so.
Ashot Martirosyan, our President, plans to devote 40 hours per week of his
time to our business, and Anushavan Yeranosyan, our Secretary/Treasurer plans
to devote 20 hours per week of his time to our business. Anushavan
Yeranosyan's other activities may prevent him from devoting full-time to our
operations which could slow our operations and may reduce our financial
results because of the slow down in operations. Therefore, it is possible
that a conflict of interest with regard to his time may arise based on his
involvement in other activities.
If one or more of our officers or directors began working for another
biomedical company it could take away from the time they currently spend
working on our business affairs and could create a potential conflict of
interest. We do not have any employment agreements with any of your
officers, which means they are not obligated to continue to work for the
Company and can resign their positions whenever they are inclined to do so.
20
RISK FACTORS RELATING TO OUR COMMON STOCK AND THIS OFFERING
- -----------------------------------------------------------
20. THERE IS NO CURRENT TRADING MARKET FOR OUR SECURITIES AND IF A TRADING
MARKET DOES NOT DEVELOP, PURCHASERS OF OUR SECURITIES MAY HAVE DIFFICULTY
SELLING THEIR SHARES.
There is currently no established public trading market for our securities
and an active trading market in our securities may not develop, or if
developed, may not be sustained. We are in the process of applying for
admission to quotation of our securities on the OTC-Bulletin Board through
a market maker. If for any reason our common stock is not quoted on the
OTC-Bulletin Board or a public trading market does not otherwise develop,
purchasers of the shares may have difficulty selling their common stock
should they desire to do so. If no market is ever developed for our common
stock, it will be difficult for you to sell any shares you purchase in this
Distribution. In such a case, you may find that you are unable to achieve
any benefit from your investment or liquidate your shares without
considerable delay, if at all. In addition, if we fail to have our common
stock quoted on a public trading market, your common stock will not have a
quantifiable value and it may be difficult, if not impossible, to ever
resell your shares, resulting in an inability to realize any value from
your investment.
21. FUTURE SALES OF SHARES BY EXISTING CONTROLLING STOCKHOLDERS COULD CAUSE
OUR STOCK PRICE TO DECLINE, FURTHER, CERTAIN SHARES OF OUR COMMON STOCK
ARE RESTRICTED FROM IMMEDIATE RESALE.
If our existing controlling stockholders sell, or indicate an intention to
sell, substantial amounts of our common stock in the public market, the
trading price of our common stock could decline. As of October 13, 2010, we
have 31,500,000 common shares issued and outstanding. There are 10,500,000
registered shares freely tradable, without restriction. Our officers own
20,000,000 common shares. If in the future, if they decide to sell their
shares or if it is perceived that they will be sold, to the extent
permitted by the Rules 144 and 701 under the Securities Act, the trading
price of our common stock could decline.
The 20,000,000 shares of common stock, owned by our two officers are
restricted from immediate resale in the public market. The restricted
shares are restricted in accordance with Rule 144, which states that if
unregistered, restricted securities are to be sold, a minimum of one year
must elapse between the later of the date of acquisition of the securities
from the issuer or from an affiliate of the issuer, and any resale of those
securities in reliance on Rule 144. The Rule 144 restrictive legend remains
on the stock until the holder of the stock holds the stock for longer than
six months (unless an affiliate) and meets the other requirements of Rule
144 to have the restriction removed. The sale or resale of those shares in
the public market, or the market's expectation of such sales, may result
in an immediate and substantial decline in the market price of our shares.
Such a decline will adversely affect our investors, and make it more
difficult for us to raise additional funds through equity offerings in
the future.
21
22. WE HAVE NEVER DECLARED DIVIDENDS ON OUR COMMON STOCK AND DO NOT PLAN TO
DO SO IN THE FORESEEABLE FUTURE.
We intend to retain any future earnings to finance the operation and
expansion of its business and do not anticipate paying any cash dividends in
the foreseeable future. As a result, stockholders will need to sell shares
of common stock in order to realize a return on their investment, if any.
You should not rely on an investment in our company if you require dividend
income. The only possibility of any income to investors would come from any
rise in the market price of your stock, which is uncertain and unpredictable.
A holder of common stock will be entitled to receive dividends only when,
as, and if declared by the Board of Directors out of funds legally available
therefore. We have never issued dividends on our common stock. Our Board of
Directors will determine future dividend policy based upon our results of
operations, financial condition, capital requirements, and other
circumstances.
23. HOLDERS OF OUR COMMON STOCK HAVE A RISK OF POTENTIAL DILUTION IF WE
ISSUE ADDITIONAL SHARES OF COMMON STOCK IN THE FUTURE.
Although our Board of Directors intends to utilize its reasonable business
judgment to fulfill its fiduciary obligations to our then existing
stockholders in connection with any future issuance of our common stock, the
future issuance of additional shares of our common stock would cause
immediate, and potentially substantial, dilution to the net tangible book
value of those shares of common stock that are issued and outstanding
immediately prior to such transaction. Any future decrease in the net
tangible book value of our issued and outstanding shares could have a
material effect on the market value of the shares.
24. WE DO NOT HAVE INSURANCE AND, THEREFORE, LIABILITY WE INCUR COULD HAVE
SUBSTANTIAL IMPACT ON OUR ABILITY TO CONTINUE AS A GOING CONCERN.
We have limited capital and, therefore, we do not currently have a policy
of insurance against liabilities arising out of the negligence of our
officers and directors and/or arising from deficiencies in any of our
business operations. Even assuming we obtained insurance, there is no
assurance that such insurance coverage would be adequate to satisfy any
potential claims made against us, our officers and directors, or our business
operations or assets. Any such liability which might arise could be
substantial and would likely exceed our total assets. However, our Articles
of Incorporation and Bylaws provide for indemnification of officers and
directors to the fullest extent permitted under Nevada law. Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officer and controlling persons, it is the opinion
of the U. S. Securities and Exchange Commission that such indemnification is
against public policy, as expressed in the Act, and is therefore,
unenforceable.
22
25. IF WE FAIL TO MAINTAIN AN EFFECTIVE SYSTEM OF INTERNAL CONTROLS, WE MAY
NOT BE ABLE TO ACCURATELY REPORT OUR FINANCIAL RESULTS OR PREVENT FRAUD
AND AS A RESULT, INVESTORS MAY BE MISLED AND LOSE CONFIDENCE IN OUR
FINANCIAL REPORTING AND DISCLOSURES, AND THE PRICE OF OUR COMMON STOCK
MAY BE NEGATIVELY AFFECTED.
The Sarbanes-Oxley Act of 2002 requires that we report annually on the
effectiveness of our internal control over financial reporting. A
"significant deficiency" means a deficiency or a combination of deficiencies,
in internal control over financial reporting that is less severe than a
material weakness yet important enough to merit attention by those
responsible for oversight of the Company's financial reporting. A "material
weakness" is a deficiency or a combination of deficiencies in internal
control over financial reporting, such that there is a reasonable possibility
that a material misstatement of the annual or interim financial statements
will not be prevented or detected on a timely basis.
As of June 30, 2009 management assessed the effectiveness of our internal
control over financial reporting based on the criteria for effective internal
control over financial reporting. The matters involving internal controls
and procedures that our management considered to be material weaknesses under
the standards of the Public Company Accounting Oversight Board were: (1) lack
of a functioning audit committee due to a lack of a majority of independent
members and a lack of a majority of outside directors on our board of
directors, resulting in ineffective oversight in the establishment and
monitoring of required internal controls and procedures; and (2) inadequate
segregation of duties consistent with control objectives.
In addition, in connection with our on-going assessment of the
effectiveness of our internal control over financial reporting, we may
discover "material weaknesses" in our internal controls as defined in
standards established by the Public Company Accounting Oversight Board, or
the PCAOB. A material weakness is a significant deficiency, or combination of
significant deficiencies, that results in more than a remote likelihood that
a material misstatement of the annual or interim financial statements will
not be prevented or detected.
Failure to provide effective internal controls may cause investors to lose
confidence in our financial reporting and may negatively affect the price of
our common stock. Moreover, effective internal controls are necessary to
produce accurate, reliable financial reports and to prevent fraud. If we
have deficiencies in our internal controls over financial reporting, these
deficiencies may negatively impact our business and operations.
23
26. LOW-PRICED STOCKS MAY AFFECT THE RESELL OF OUR SHARES.
Penny Stock Regulation Broker-dealer practices in connection with
transactions in "Penny Stocks" are regulated by certain penny stock rules
adopted by the Securities and Exchange Commission. Penny stocks generally are
equity securities with a price of less than $5.00 (other than securities
registered on certain national securities exchanges or quoted on the NASDAQ
system). The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver
a standardized risk disclosure document that provides information about penny
stocks and the risk associated with the penny stock market. The broker-dealer
must also provide the customer with current bid and offer quotations for the
penny stock, the compensation of the broker-dealer and its salesperson in the
transaction, and monthly account statements showing the market value of each
penny stock held in the customer's account. In addition, the penny stock
rules generally require that prior to a transaction in a penny stock; the
broker-dealer must make a written determination that the penny stock is a
suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction. These disclosure requirements may have the
effect of reducing the level of trading activity in the secondary market for
a stock that becomes subject to the penny stock rules. When the Registration
Statement becomes effective and the Company's securities become registered,
the stock will likely have a trading price of less than $5.00 per share and
will not be traded on any exchanges. Therefore, the Company's stock is
initially selling at $0.01 per share they will become subject to the penny
stock rules and investors may find it more difficult to sell their
securities, should they desire to do so.
Item 1B. Unresolved Staff Comments.
Not applicable.
Item 2. Properties.
Our offices are currently located at 16773 W. Park Drive, Chagrin Falls,
Ohio 44023. The Company has constructed a laboratory and administrative
offices at this address. Management believes that its current facilities
are adequate for its needs through the next twelve months, and that, should
it be needed, suitable additional space will be available to accommodate
expansion of the Company's operations on commercially reasonable terms,
although there can be no assurance in this regard.
24
Item 3. Legal Proceedings.
From time to time, we may become involved in various lawsuits and legal
proceedings, which arise in the ordinary course of business. However,
litigation is subject to inherent uncertainties, and an adverse result in
these or other matters may arise from time to time that may harm our
business.
We are not presently a party to any material litigation, nor to the knowledge
of management is any litigation threatened against us, which may materially
affect us.
Item 4. Submission of Matters to a Vote of Security Holders.
We did not submit any matters to a vote of our security holders during the
past fiscal year.
25
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities.
(a) Market Information
EnzymeBioSystems Common Stock, $0.001 par value, is not trading on any
market. The Company is the process of applying for trading on the
OTC-Bulletin Board through a market marker.
Even if the Company is cleared for trading, there are no assurances that a
market will ever develop for the Company's stock.
(b) Holders of Common Stock
As of October 13, 2010, there were approximately thirty-seven (37) holders of
record of our Common Stock and 31,500,000 shares issued and outstanding.
(c) Dividends
In the future we intend to follow a policy of retaining earnings, if any, to
finance the growth of the business and do not anticipate paying any cash
dividends in the foreseeable future. The declaration and payment of future
dividends on the Common Stock will be the sole discretion of board of
directors and will depend on our profitability and financial condition,
capital requirements, statutory and contractual restrictions, future
prospects and other factors deemed relevant.
(d) Securities Authorized for Issuance under Equity Compensation Plans
There are no outstanding grants or rights or any equity compensation plan in
place.
(e) Recent Sales of Unregistered Securities
On June 26, 2009 (inception), the Company issued 20,000,000, par value
$0.001 common shares of stock for cash to its two directors, and 10,500,000
common shares for cash to seven (7) founding shareholders. Of the original
30,500,000 common shares sold, a total of 10,500,000 common shares owned by
the seven founders, who are not directors, were subsequently registered with
the U.S. Securities and Exchange Commission on Form S-1 originally filed on
September 28, 2009.
On March 15, 2010, the Company sold 1,000,000 common shares at par value of
$0.001 per share for $10,000 cash pursuant its Prospectus (424B3) statement
filed with the SEC on December 21, 2009.
As of October 13, 2010, the Company has a total 31,500,000 common shares
issued and outstanding to approximately thirty-seven (37) shareholders.
26
(f) Issuer Purchases of Equity Securities
We did not repurchase any of our equity securities during the years ended
June 30, 2010.
Item 6. Selected Financial Data.
Not applicable.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Overview of Current Operations
- ------------------------------
EnzymeBioSystems manufactures specialty enzymes and enzyme related products.
Results of Operations for the year ended June 30, 2010
- ------------------------------------------------------
We generated no revenue since our inception on June 26, 2009 through
June 30, 2010. We do not anticipate earning any significant revenues until
such time as we can produce and market specialty enzyme products. We are
presently in the development stage of our business and we can provide no
assurance that we will be successful in finding a market for our specialty
enzyme products.
Since our inception on June 26, 2009 through June 30, 2010, we experienced
a net loss of $55,793. For the year ending June 30, 2010 we lost $52,793
as compared to a loss of $3,000 for the same period last year. Our loss
was attributed to auditing fees of $9,625, general and administrative
expenses of $22,738 and research and development fees of $16,095. We
anticipate our operating expenses will increase as we build our operations.
Revenues
- --------
We generated no revenues for the period from June 26, 2009 (inception)
through June 30, 2010. We do not anticipate generating any significant
revenues until we can develop a market for our specialty enzymes.
Liquidity and Capital Resources
- -------------------------------
Our balance sheet as of June 30, 2010 reflects current assets $5,913 and
current liabilities of $8,706.
27
Notwithstanding, we anticipate generating losses and therefore we may be
unable to continue operations in the future. We anticipate we will require
additional capital up to approximately $150,000 and we would have to issue
debt or equity or enter into a strategic arrangement with a third party.
There can be no assurance that additional capital will be available to us.
We currently have no agreements, arrangements or understandings with any
person to obtain funds through bank loans, lines of credit or any other
sources.
Our officers/directors have agreed to contribute funds to the operations of
the Company, in order to keep it fully reporting for the next twelve (12)
months, without seeking reimbursement for the contributed funds.
Future Financings
- -----------------
We anticipate continuing to rely on equity sales of our common shares in
order to continue to fund our business operations. Issuances of additional
shares will result in dilution to our existing shareholders. There is no
assurance that we will achieve any of additional sales of our equity
securities or arrange for debt or other financing to fund our research and
development activities.
We are seeking to raise a $150,000 in a future offering of our common
stock. In the event we are unable to raise $150,000, we may be unable to
conduct our research operations. If we are unable to raise these funds, we
will not be able to implement any of our proposed business activities and may
be forced to cease operations.
Going Concern
- -------------
The financial conditions evidenced by the accompanying financial statements
raise substantial doubt as to our ability to continue as a going concern. Our
plans include obtaining additional capital through debt or equity financing.
The financial statements do not include any adjustments that might be
necessary if we are unable to continue as a going concern.
28
Summary of any product research and development that we will perform for the
term of our plan of operation.
- ----------------------------------------------------------------------------
For the fiscal year ending June 30, 2010, the Company spent $16,095 in
product research and development. The research included the development
of a specialty enzyme compound that management believes will have a
therapeutic value. The compound in being tested in rats at Northeastern
Ohio Universities College of Medicine. (See Exhibit 10.1)
Expected purchase or sale of property and significant equipment
- ---------------------------------------------------------------
We do not anticipate the purchase or sale of any property or significant
equipment; as such items are not required by us at this time.
Significant changes in the number of employees
- ----------------------------------------------
As of June 30, 2010, we did not have any employees. We are dependent upon
our officers and directors for our future business development. As our
operations expand we anticipate the need to hire additional employees,
consultants and professionals; however, the exact number is not quantifiable
at this time.
Off-Balance Sheet Arrangements
- ------------------------------
We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes
in financial condition, revenues or expenses, results or operations,
liquidity, capital expenditures or capital resources that is material
to investors.
29
Critical Accounting Policies and Estimates
- ------------------------------------------
Revenue Recognition: The Company recognizes revenue on an accrual basis as
it invoices for services. Revenue is generally realized or realizable and
earned when all of the following criteria are met: 1) persuasive evidence
of an arrangement exists between the Company and our customer(s); 2) services
have been rendered; 3) our price to our customer is fixed or determinable;
and 4) collectability is reasonably assured.
New Accounting Standards
- ------------------------
The Company's management has evaluated all the recently issued accounting
pronouncements through the filing date of these financial statements and
does not believe that any of these pronouncements will have a material
impact on the Company's financial position and results of operations.
30
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
Not applicable.
Item 8. Financial Statements and Supplementary Data.
Index to Financial Statements
Financial Statement
-------------------
PAGE
----
Independent Auditors' Report F-1
Balance Sheet F-2
Statements of Operations F-3
Statements of Changes in Stockholders' Equity F-4
Statements of Cash Flows F-5
Notes to Financials F-6
31
SEALE AND BEERS, CPAs
PCAOB & CPAB REGISTERED AUDITORS
- --------------------------------
www.sealebeers.com
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
-------------------------------------------------------
To the Board of Directors
EnzymeBioSystems
(A Development Stage Company)
We have audited the accompanying balance sheets of EnzymeBioSystems
(A Development Stage Company) as of June 30, 2010 and 2009, and the related
statements of operations, stockholders' equity (deficit) and cash flows for
the year ended June 30, 2010, for the period from inception on June 26, 2009
through June 30, 2010, and for the period from inception on June 26, 2009
through June 30, 2010. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management,
as well as evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of EnzymeBioSystems (A
Development Stage Company) as of June 30, 2010 and 2009, and the related
statements of operations, stockholders' equity (deficit) and cash flows
for the year ended June 30, 2010, for the period from inception on June 26,
2009 through June 30, 2010, and for the period from inception on June 26,
2009 through June 30, 2010, in conformity with accounting principles
generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 3 to the
financial statements, the Company has an accumulated deficit of $55,793
and has not yet established an ongoing source of revenues, which raises
substantial doubt about its ability to continue as a going concern.
Management's plans concerning these matters are also described in Note 3.
The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
/s/ Seale and Beers, CPAs
- -------------------------
Seale and Beers, CPAs
Las Vegas, Nevada
October 12, 2010
50 S. Jones Blvd. Suite 202 Las Vegas, NV 89107
Phone: (888)727-8251 Fax: (888)782-2351
F-1
EnzymeBioSystems
(A Development Stage Company)
Balance Sheet
June 30, June 30,
2010 2009
------------ ------------
ASSETS
Current Assets:
Cash and cash equivalents $ 5,913 $ 30,500
------------ ------------
Total current assets 5,913 30,500
------------ ------------
TOTAL ASSETS $ 5,913 $ 30,500
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 1,723 $ -
Accrued expenses 5,500 2,500
Credit card payable 1,483 -
------------ ------------
Total current liabilities 8,706 2,500
------------ ------------
Stockholders' equity:
Preferred stock, $0.001 par value, 5,000,000
shares authorized, none issued and
outstanding as of 6/30/10 and 6/30/09,
respectively - -
Common stock, $0.001 par value, 195,000,000
shares authorized, 31,500,000 and 30,500,000
shares issued and outstanding as of 6/30/10
and 6/30/09, respectively 31,500 30,500
Additional Paid-in Capital 21,500 500
(Deficit) accumulated during
development stage (55,793) (3,000)
------------ ------------
Total stockholders' equity (2,793) 28,000
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 5,913 $ 30,500
============ ============
The accompanying notes are an integral part of these financial statements.
F-2
EnzymeBioSystems
(A Development Stage Company)
Statements of Operations
For the From From
year June 26, 2009 June 26, 2009
ended (inception) to (inception) to
June 30, June 30, June 30,
2010 2009 2010
-------------- -------------- --------------
REVENUE $ - $ - $ -
OPERATING EXPENSES:
Auditing fees 9,625 2,500 12,125
General & administrative 22,738 - 22,738
Incorporating fees - 500 500
Research & development 16,095 - 16,095
Research & development
reimbursement (See note 11) (10,976) - (10,976)
Salaries 9,000 - 9,000
-------------- -------------- --------------
Total operating expenses 46,482 3,000 49,482
-------------- -------------- --------------
Loss from operations (46,482) (3,000) (49,482)
OTHER EXPENSES:
Loss on impairment of
furniture and equipment (6,311) - (6,311)
-------------- -------------- --------------
Total other expense (6,311) - (6,311)
-------------- -------------- --------------
Net (loss) before income taxes (52,793) (3,000) (55,793)
Provision for income tax - - -
-------------- -------------- --------------
NET (LOSS) $ (52,793) $ (3,000) $ (55,793)
============== ============== ==============
BASIC LOSS PER SHARE $ (0.00) $ (0.00)
============== ==============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING -
BASIC AND FULLY DILUTED 30,765,753 12,200,000
============== ==============
The accompanying notes are an integral part of these financial statements.
F-3
EnzymeBioSystems
(A Development Stage Company)
Statements of Stockholders' Equity
Deficit
Preferred Accumulated
Stock Common Stock Additional During
------------- ------------------- Paid-in Development
Shares Amt Shares Amt Capital Stage Total
------- ----- ---------- ------- --------- ----------- ----------
June 26,
2009
Contributed
Capital - $ - - $ - $ 500 $ - $ 500
June 29,
2009
Founders
shares
issued for
cash at
$0.001 per
share 30,500,000 30,500 - - 30,500
Net (loss)
for the
period
ending
June 30,
2009 (3,000) (3,000)
------- ----- ---------- ------- --------- ----------- ----------
Balance,
June 30,
2009 - - 30,500,000 30,500 500 (3,000) 28,000
July 2009
Contributed
capital
(cash) 2,500 2,500
December
2009
Contributed
capital
(services) 2,500 2,500
March 26,
2010
Shares
issued for
cash at
$0.01 per
share 1,000,000 1,000 9,000 10,000
March 2010
Contributed
capital
(cash) 2,000 2,000
March 2010
Contributed
capital
(services) 2,500 2,500
June 2010
Contributed
capital
(services) 2,500 2,500
Net (loss)
for the
year (52,793) (52,793)
------- ----- ---------- ------- --------- ----------- ----------
Balance,
June 30,
2010 - $ - 31,500,000 $31,500 $ 21,500 $ (55,793) $ (2,793)
======= ===== ========== ======= ========= =========== ==========
The accompanying notes are an integral part of these financial statements.
F-4
EnzymeBioSystems
(A Development Stage Company)
Statements of Cash Flows
For the From From
year June 26, 2009 June 26, 2009
ended (inception) to (inception) to
June 30, June 30, June 30,
2010 2009 2010
-------------- -------------- --------------
OPERATING ACTIVITIES
Net (loss) $ (52,793) $ (3,000) $ (55,793)
Adjustments to reconcile
net loss to net cash
used by operating
activities:
Increase (decrease) in:
Accounts payable 1,723 - 1,723
Accrued expense 3,000 2,500 5,500
Credit card payable 1,483 - 1,483
Depreciation 906 - 906
Impairment of asset 6,311 - 6,311
Donated services 7,500 - 7,500
-------------- -------------- --------------
Cash (used) by
operating activities (31,870) (500) (32,370)
INVESTING ACTIVITIES
Purchase of furniture and
equipment (7,317) - (7,317)
Sale of furniture and
equipment 100 - 100
-------------- -------------- --------------
Cash (used) by
investing activities (7,217) - (7,217)
FINANCING ACTIVITIES
Sale of common stock 10,000 30,500 40,500
Contributed capital 4,500 500 5,000
-------------- -------------- --------------
Cash provided by
financing activities 14,500 31,000 45,500
-------------- -------------- --------------
NET INCREASE IN CASH (24,587) 30,500 5,913
CASH AND EQUIVALENTS -
BEGINNING OF PERIOD 30,500 - -
-------------- -------------- --------------
CASH AND EQUIVALENTS -
END OF PERIOD $ 5,913 $ 30,500 $ 5,913
============== ============== ==============
SUPPLEMENTAL DISCLOSURES:
Interest paid $ - $ - $ -
Income taxes paid $ - $ - $ -
Non-cash transactions $ 13,811 $ - $ 13,811
The accompanying notes are an integral part of these financial statements.
F-5
EnzymeBioSystems
(A Development Stage Company)
Notes to Financial Statements
June 30, 2010
NOTE 1 - GENERAL ORGANIZATION AND BUSINESS
EnzymeBioSystems (the "Company") was incorporated under the laws of the state
of Nevada on June 26, 2009. The Company has two officers/directors and
was organized to conduct any lawful business. The Company manufactures
specialty enzymes and enzyme related products.
The Company has minimal operations and in accordance with the provisions
of the Financial Accounting Standards Board ("FASB") ASC 915, the Company
is considered a development stage company.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES
Basis of Accounting
- -------------------
The basis is United States generally accepted accounting principles.
Earnings per Share
- ------------------
The basic earnings (loss) per share is calculated by dividing the Company's
net income (loss) available to common shareholders by the weighted average
number of common shares during the year. The diluted earnings (loss) per
share is calculated by dividing the Company's net income (loss) available to
common shareholders by the diluted weighted average number of shares
outstanding during the year. The diluted weighted average number of shares
outstanding is the basic weighted number of shares adjusted as of the first
of the year for any potentially dilutive debt or equity.
The Company has not issued any options or warrants or similar securities
since inception.
Dividends
- ---------
The Company has not yet adopted any policy regarding payment of dividends.
No Dividends have been paid during the periods shown.
Research and development costs
- ------------------------------
Research and development costs are expensed as incurred. The amounts of
costs expensed for the years ended June 30, 2010 and 2009, were $16,095
and $0, respectively.
F-6
EnzymeBioSystems
(A Development Stage Company)
Notes to Financial Statements
June 30, 2010
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES (Continued)
Income Taxes
- ------------
The provision for income taxes is the total of the current taxes payable and
the net of the change in the deferred income taxes. Provision is made for
the deferred income taxes where differences exist between the period in which
transactions affect current taxable income and the period in which they enter
into the determination of net income in the financial statements.
Year-end
- --------
The Company has selected June 30 as its year-end.
Advertising
- -----------
Advertising is expensed when incurred. There has been no advertising
during the periods presented herein.
Use of Estimates
- ----------------
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts
of revenue and expenses during the reporting period. Actual results could
differ from those estimates.
Revenue recognition
- -------------------
The Company applies the provision of ASC 605, Revenue Recognition. ASC 605,
Revenue Recognition in Financial Statements, provides guidance on the
recognition, presentation and disclosure of revenue in financial statements.
ASC 605 outlines the basic criteria that must be met to recognize revenue
and provides guidance for the disclosure of revenue recognition policies.
The Company recognizes revenue related to product sales when (i) persuasive
evidence of the arrangement exists, (ii) shipment has occurred, (iii) the
fee is fixed or determinable, and (iv) collectability is reasonably assured.
For the period from August 14, 2006 (inception) to June 30, 2010, the
Company has not recognized any revenues.
F-7
EnzymeBioSystems
(A Development Stage Company)
Notes to Financial Statements
June 30, 2010
NOTE 3. GOING CONCERN
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As shown in the accompanying financial
statements, the Company has incurred net losses of $(55,793) for the period
from June 26, 2009 (inception) to June 30, 2010. The future of the
Company is dependent upon its ability to obtain financing and upon future
profitable operations from the development of its new business opportunities.
Management has plans to seek additional capital through private placements
and public offerings of its common stock. The financial statements do not
include any adjustments relating to the recoverability and classification of
recorded assets, or the amounts of and classification of liabilities that
might be necessary in the event the Company cannot continue in existence.
These conditions raise substantial doubt about the Company's ability to
continue as a going concern. These financial statements do not include any
adjustments that might arise from this uncertainty.
NOTE 4. STOCKHOLDERS'EQUITY
The Company is authorized to issue up to 5,000,000 of its $0.001 par value
preferred stock and up to 195,000,000 of its $0.001 par value common stock.
Preferred Stock
- ---------------
No shares of preferred stock have been issued.
Common Stock
- ------------
On June 29, 2009, the Company issued 30,500,000 shares of its $0.001 par
value common stock to its nine founders for $30,500 in cash.
On March 26, 2010, the Company issued 1,000,000 shares of its $0.001 par
value common stock to approximately 28 qualified investors for $10,000
in cash.
No other issuances of preferred or common stock have been made.
F-8
EnzymeBioSystems
(A Development Stage Company)
Notes to Financial Statements
June 30, 2010
NOTE 5 - CONTRIBUTED CAPITAL
In July 2009, a director of the Company contributed capital of $2,500 for
audit fees.
During the quarters ending December 31, 2009, March 31, 2010 and June 30,
2010, the Company's corporate counsel agreed to prepare, write, EDGARize
and provide legal opinion for the Company's interim reports and Form 10-K
filing, which the law firm valued at $2,500 for each quarter.
The law firm decided to contribute this capital based on its recommendation
that the Company engage the services of an auditor, who had his licensed
revoked and was not able to complete the Company's audit for the past fiscal
year. Based on this decision, the Company needed to engage a new auditor.
The Company's corporate counsel believes this action will help build goodwill
for its law firm.
In March 2010, a director of the company contributed capital of $2,000 for
audit fees.
NOTE 6 - RELATED PARTY TRANSACTIONS
Office services are provided without charge by a director. Such costs are
immaterial to the financial statements and, accordingly, have not been
reflected therein. The officers and directors of the Company are involved in
other business activities and may, in the future, become involved in other
business opportunities. If a specific business opportunity becomes
available, such persons may face a conflict in selecting between the Company
and their other business interests. The Company has not formulated a policy
for the resolution of such conflicts.
NOTE 7 - PROVISION FOR INCOME TAXES
The Company accounts for income taxes under ASC 740, "Accounting for Income
Taxes", which requires use of the liability method. ASC 740 provides that
deferred tax assets and liabilities are recorded based on the differences
between the tax bases of assets and liabilities and their carrying amounts
for financial reporting purposes, referred to as temporary differences.
Deferred tax assets and liabilities at the end of each period are determined
using the currently enacted tax rates applied to taxable income in the
periods in which the deferred tax assets and liabilities are expected to be
settled or realized.
F-9
EnzymeBioSystems
(A Development Stage Company)
Notes to Financial Statements
June 30, 2010
NOTE 7 - PROVISION FOR INCOME TAXES (Continued)
The provision for income taxes differs from the amount computed by applying
the statutory federal income tax rate to income before provision for income
taxes. The sources and tax effects of the differences are as follows:
U.S federal statutory rate (35.0%)
Valuation reserve 35.0%
------
Total -%
Income tax benefits as of June 30, 2010 and June 30, 2009, are calculated
as follows:
Year Ended
June 30,
2010 2009
-------- --------
Book loss $52,793 $ 3,000
Less: Book - -
depreciation
Add: Tax - -
depreciation
-------- --------
Net loss $52,793 $ 3,000
Effective 35% 35%
tax rate
-------- --------
Tax benefit $18,478 $ 1,050
Valuation $(18,478) $(1,050)
allowance
-------- --------
$ - $ -
-------- --------
During the year ended June 30, 2010, the Company recorded a valuation
allowance of $(18,478), as compared to $(1,050) for the previous year,
on the deferred tax assets to reduce the total to an amount that management
believes will ultimately be realized. Realization of deferred tax assets is
dependent upon sufficient future taxable income during the period that
deductible temporary differences and carryforwards are expected to be
available to reduce taxable income. There was no other activity in the
valuation allowance account during the year ended June 30, 2010.
F-10
EnzymeBioSystems
(A Development Stage Company)
Notes to Financial Statements
June 30, 2010
NOTE 8 - RECENT PRONOUNCEMENTS
The Company's management has evaluated all the recently issued accounting
pronouncements through the filing date of these financial statements and
does not believe that any of these pronouncements will have a material
impact on the Company's financial position and results of operations.
NOTE 9 - COMMITMENTS AND CONTINGENCIES
The Company rents its office and laboratory space in an unaffiliated,
commercially owned property for use as offices, storage and parking.
The Company entered into a lease agreement beginning September 1, 2009
at a monthly rent of $500 per month. This lease expired on August 31,
2010 and was renewed at a monthly rent of $600 per month beginning
September 1, 2010. The Company's current lease expires on August 31,
2015.
Minimum lease payments due under the terms of the lease are as follows:
Fiscal Year Ending
June 30, Rent
------------------ -------
2010 $ 5,000
2011 7,000
2012 7,200
2013 7,200
2014 7,200
2015 7,200
2016 1,200
-------
Total $42,000
F-11
EnzymeBioSystems
(A Development Stage Company)
Notes to Financial Statements
June 30, 2010
NOTE 10 - LONG-LIVED ASSET DEPRECIATION AND IMPAIRMENT
In October 2009, the Company placed equipment it purchased into service.
This equipment has a service life of 5 years and an estimated salvage value
of 10%. Depreciation has been calculated using the straight-line group
depreciation method, whereby the cost of the fixed asset, minus the residual
salvage value, is divided by the useful life of the fixed asset.
In accordance with ASC-360-10, Accounting for the Impairment or Disposal
of Long-lived Assets, we review long-lived assets for impairment at least
annually or whenever events or changes in circumstances indicate the
carrying amounts of such assets may not be recoverable. The Company's
policy is to record an impairment loss at each balance sheet date when it
is determined that the carrying amount may not be recoverable.
Recoverability of these assets is based on undiscounted future cash flows
of the related asset. For the year ended June 30, 2010, the Company
determined that based on estimated future cash flows, the carrying amount
of our furniture and equipment exceeded its fair value by $6,311, and
accordingly, recognized an impairment loss.
NOTE 11 - RESEARCH AND DEVELOPMENT REIMBURSEMENT EXPENSES
Our research and development reimbursement expenses consist primarily of fees
paid by third-parties to cover our costs to develop and manufacturer enzyme
products. During the quarter ended June 30, 2010, the Company was
reimbursed for research and development expenses of $10,976 by the
Northeastern Ohio Universities College of Medicine. The Company has an oral
agreement with the University where the Company develops and produces enzyme
product(s) for the University and is reimbursed for its actual research and
development expenses related to the development of these enzyme product(s).
NOTE 12 - SUBSEQUENT EVENTS
The Company has evaluated subsequent events through the filing date of
these financial statements, with no subsequent events to be reported.
F-12
Item 9. Changes in and Disagreements With Accountants On Accounting and
Financial Disclosure.
None.
Item 9A(T). Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
- ------------------------------------------------
Our disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d-
15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are designed to ensure that information required to be disclosed in
reports filed or submitted under the Exchange Act is recorded, processed,
summarized, and reported within the time periods specified in rules and forms
adopted by the SEC, and that such information is accumulated and communicated
to management, including the Chief Executive Officer and the Chief Financial
Officer, to allow timely decisions regarding required disclosures.
Management, with the participation of the Chief Executive Officer and the
Chief Financial Officer, who is also the sole member of our Board of
Directors, has evaluated the effectiveness of our disclosure controls and
procedures as of the end of the period covered by this Form 10-K. Based on
such evaluation, the Chief Executive Officer and the Chief Financial Officer
concluded that, as of June 30, 2010, our disclosure controls and procedures
were not effective. Our disclosure controls and procedures were not
effective because of the "material weaknesses" described below under
"Management's annual report on internal control over financial reporting,"
which are in the process of being remediated as described below under
"Management Plan to Remediate Material Weaknesses."
Management's Report on Internal Control over Financial Reporting
- ----------------------------------------------------------------
Our management is responsible for establishing and maintaining adequate
internal control over financial reporting. Internal control over financial
reporting, as defined in rules promulgated under the Exchange Act, is a
process designed by, or under the supervision of, our Chief Executive Officer
and Chief Financial Officer and affected by our Board of Directors,
management and other personnel to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with GAAP. Internal control
over financial reporting includes those policies and procedures that:
o pertain to the maintenance of records that in reasonable detail accurately
and fairly reflect the transactions and dispositions of our assets;
o provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with GAAP, and that
our receipts and expenditures are being made only in accordance with
authorizations of our management and our Board of Directors; and
32
o provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that could have
a material effect on our financial statements
Because of its inherent limitations, a system of internal control over
financial reporting can provide only reasonable, not absolute, assurance
that the objectives of the control system are met and may not prevent or
detect misstatements. Internal control over financial reporting is a process
that involves human diligence and compliance and is subject to lapses in
judgment and breakdowns resulting from human failures. Internal control over
financial reporting also can be circumvented by collusion or improper
override. Because of such limitations, there is a risk that material
misstatements may not be prevented or detected on a timely basis by internal
control over financial reporting. However, these inherent limitations are
known features of the financial reporting process, and it is possible to
design into the process safeguards to reduce, though not eliminate, this
risk. Further, over time control may become inadequate because of changes in
conditions or the degree of compliance with the policies or procedures may
deteriorate.
Our management assessed the effectiveness of our internal control over
financial reporting as of June 30, 2010. In making its assessment, management
used the criteria established in Internal Control-Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway
Commission ("COSO"). Based on its assessment, management has concluded that
we had certain control deficiencies described below that constituted
material weaknesses in our internal controls over financial reporting. As a
result, our internal control over financial reporting was not effective as
of June 30, 2010.
A "material weakness" is defined under SEC rules as a deficiency, or a
combination of deficiencies, in internal control over financial reporting
such that there is a reasonable possibility that a material misstatement of
a company's annual or interim financial statements will not be prevented or
detected on a timely basis by the company's internal controls. As a result
of management's review of the investigation issues and results, and other
internal reviews and evaluations that were completed after the end of fiscal
year 2009 related to the preparation of management's report on internal
controls over financial reporting required for this annual report on
Form 10-K, management concluded that we had material weaknesses in our
control environment and financial reporting process consisting of the
following:
1) lack of a functioning audit committee due to a lack of a majority of
independent members and a lack of a majority of outside directors on our
board of directors, resulting in ineffective oversight in the establishment
and monitoring of required internal controls and procedures;
2) inadequate segregation of duties consistent with control objectives;
3) insufficient written policies and procedures for accounting and financial
reporting with respect to the requirements and application of US GAAP and
SEC disclosure requirements; and
33
4) ineffective controls over period end financial disclosure and reporting
processes.
We do not believe the material weaknesses described above caused any
meaningful or significant misreporting of our financial condition and results
of operations for the fiscal year ended June 30, 2009. However, management
believes that the lack of a functioning audit committee and the lack of a
majority of outside directors on our board of directors results in
ineffective oversight in the establishment and monitoring of required
internal controls and procedures, which could result in a material
misstatement in our financial statements in future periods.
Management Plan to Remediate Material Weaknesses
- ------------------------------------------------
Management is pursuing the implementation of corrective measures to address
the material weaknesses described below. In an effort to remediate the
identified material weaknesses and other deficiencies and enhance our
internal controls, we have initiated, or plan to initiate, the following
series of measures:
We will create a position to segregate duties consistent with control
objectives and will increase our personnel resources and technical accounting
expertise within the accounting function when funds are available to us.
We plan to appoint one or more outside directors to our board of directors who
shall be appointed to an audit committee resulting in a fully functioning audit
committee who will undertake the oversight in the establishment and monitoring
of required internal controls and procedures such as reviewing and approving
estimates and assumptions made by management when funds are available to us.
We believe the remediation measures described above will remediate the
material weaknesses we have identified and strengthen our internal control
over financial reporting. We are committed to continuing to improve our
internal control processes and will continue to diligently and vigorously
review our financial reporting controls and procedures. As we continue to
evaluate and work to improve our internal control over financial reporting,
we may determine to take additional measures to address control deficiencies
or determine to modify, or in appropriate circumstances not to complete,
certain of the remediation measures described above.
Changes in Internal Control over Financial Reporting
- ----------------------------------------------------
There were no changes in our internal control over financial reporting (as
such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act)
during the most recent fiscal quarter that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
34
This annual report does not include an attestation report of the
Corporation's registered public accounting firm regarding internal control
over financial reporting. Management's report was not subject to attestation
by the Corporation's registered public accounting firm pursuant to temporary
rules of the SEC that permit the Corporation to provide only the management's
report in this quarterly report.
(c) Changes in internal controls over financial reporting
- ----------------------------------------------------------
There was no change in our internal controls over financial reporting that
occurred during the period covered by this report, that has materially
affected, or is reasonably likely to materially affect, our internal controls
over financial reporting.
Item 9B. Other Information.
None.
35
PART III
Item 10. Director, Executive Officer and Corporate Governance.
The following table sets forth certain information regarding our current
director and executive officer. Our executive officers serve one-year terms.
Set forth below are the names, ages and present principal occupations or
employment, and material occupations, positions, offices or employments for
the past five years of our current director and executive officer.
Name Age Positions and Offices Held
- --------------- --- --------------------------
Ashot Martirosyan 58 President and Director
Anushavan Yeranosyan 47 Secretary, Treasurer and Director
- ---------------------------------------------------------------------
Set forth below is a brief description of the background and business
experience of our sole officer and director.
Ashot Martirosyan, President and Director
- -----------------------------------------
Mr. Martirosyan was the head of the "Anti-Biotics and Enzyme Inhibitors
Laboratory" of "Institute of Organic Chemistry" in Yerevan, Armenia until
November 2008. He moved to USA November 2008 and started preparing his
research results and scientific materials for publications.
Mar. 2009 -
Present Developing business plan, to incorporate and begin operations
Of EnzymeBioSystems.
1992 - 2008 Institute of Fine Organic Chemistry,
National Academy of Sciences, Republic of Armenia
Head of Antibiotics Laboratory
1984 - 1992 Institute of Fine Organic Chemistry,
National Academy of Sciences, Republic of Armenia
Senior Researcher
1976 - 1984 Institute of Fine Organic Chemistry,
National Academy of Sciences, Republic of Armenia
Antibiotics Laboratory Researcher
1974 - 1976 Optical-Mechanical Corporation - "Astro"
Head of Chemical Laboratory
Republic of Armenia
36
Education:
1980 - 1984 Yerevan State University
Ph.D. degree, Candidate of Chemical Sciences: Organic
Chemistry
1969 - 1974 Moscow Chemical and Technological Institute of D.I. Mendeleev
Department of Organic Chemistry
Chemical Technology
Anushavan Yeranosyan, Secretary, Treasurer and Director
- -------------------------------------------------------
2002 - 2009 Cutting Systems, Inc.
Cleveland, Ohio
United States
Director of Engineering
2005 - 2009 A & A Medical Supply
A distributor of health care supplies
Euclid, Ohio
Financial advisor
1998 - 2002 Cutting Systems, Inc.
Cleveland, Ohio
United States
Production Manager
1996 - 1998 Cutting Systems, Inc.
Cleveland, Ohio
United States
Engineer
1992 - 1996 Armenian Services LLC
Yerevan, Armenia
Founder/Owner
1990 - 1992 Laser Institute
Yerevan, Armenia
Project Manager
1988 - 1990 Laser Institute
Yerevan, Armenia
Engineer
1984 - 1988 Aviocomplex
Yerevan, Armenia
Engineer
37
Education:
1987 - 1988 Moscow
Moscow Humanitarian University
Master's Degree - International Relations
1979 - 1984 State Engineering University of Armenia (Polytechnic)
Master's Degree
Electronics
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires our executive officer and director, and persons who
beneficially own more than ten percent of our common stock, to file initial
reports of ownership and reports of changes in ownership with the SEC.
Executive officers, directors and greater than ten percent beneficial owners
are required by SEC regulations to furnish us with copies of all Section 16(a)
forms they file. Based upon a review of the copies of such forms furnished to
us and written representations from our executive officer and director, we
believe that as of the date of this report they were not current in his 16(a)
reports.
Board of Directors
- ------------------
Our board of directors currently consists of two members, Ashot Martirosyan
and Anushavan Yeranosyan. Our directors serve one-year terms.
Audit Committee
- ---------------
The company does not presently have an Audit Committee. The sole member
of the Board sits as the Audit Committee. No qualified financial expert
has been hired because the company is too small to afford such expense.
38
Committees and Procedures
- -------------------------
(1) The registrant has no standing audit, nominating and compensation
committees of the Board of Directors, or committees performing
similar functions. The Board acts itself in lieu of committees due
to its small size.
(2) The view of the board of directors is that it is appropriate for the
registrant not to have such a committee because its directors
participate in the consideration of director nominees and the
board and the company are so small.
(3) The members of the Board who act as nominating committee is
not independent, pursuant to the definition of independence of a
national securities exchange registered pursuant to section 6(a)
of the Act (15 U.S.C. 78f(a).
(4) The nominating committee has no policy with regard to the
consideration of any director candidates recommended by security
holders, but the committee will consider director candidates
recommended by security holders.
(5) The basis for the view of the board of directors that it is
appropriate for the registrant not to have such a policy is that
there is no need to adopt a policy for a small company.
(6) The nominating committee will consider candidates recommended by
security holders, and by security holders in submitting such
recommendations.
(7) There are no specific, minimum qualifications that the nominating
committee believes must be met by a nominee recommended by security
holders except to find anyone willing to serve with a clean
background.
(8) The nominating committee's process for identifying and evaluation
of nominees for director, including nominees recommended by security
holders, is to find qualified persons willing to serve with a clean
backgrounds. There are no differences in the manner in which the
nominating committee evaluates nominees for director based on
whether the nominee is recommended by a security holder, or found
by the board.
39
Code of Ethics
- --------------
We have not adopted a Code of Ethics for the Board and any salaried
employees.
Limitation of Liability of Directors
- ------------------------------------
Pursuant to the Nevada General Corporation Law, our Articles of Incorporation
exclude personal liability for our Directors for monetary damages based upon
any violation of their fiduciary duties as Directors, except as to liability
for any breach of the duty of loyalty, acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, or any
transaction from which a Director receives an improper personal benefit. This
exclusion of liability does not limit any right which a Director may have to
be indemnified and does not affect any Director's liability under federal or
applicable state securities laws. We have agreed to indemnify our directors
against expenses, judgments, and amounts paid in settlement in connection with
any claim against a Director if he acted in good faith and in a manner he
believed to be in our best interests.
Nevada Anti-Takeover Law and Charter and By-law Provisions
- ----------------------------------------------------------
The anti-takeover provisions of Sections 78.411 through 78.445 of the Nevada
Corporation Law apply to EnzymeBioSystems Section 78.438 of the Nevada law
prohibits the Company from merging with or selling more than 5% of our
assets or stock to any shareholder who owns or owned more than 10% of any
stock or any entity related to a 10% shareholder for three years after the
date on which the shareholder acquired the EnzymeBioSystems shares, unless
the transaction is approved by EnzymeBioSystems's Board of Directors. The
provisions also prohibit the Company from completing any of the
transactions described in the preceding sentence with a 10% shareholder
who has held the shares more than three years and its related entities
unless the transaction is approved by our Board of Directors or a majority
of our shares, other than shares owned by that 10% shareholder or any
related entity. These provisions could delay, defer or prevent a change
in control of EnzymeBioSystems.
40
Item 11. Executive Compensation
The following table sets forth summary compensation information for the
fiscal year ended June 30, 2010 for our two officers.
Summary Compensation Table
- --------------------------
All
Fiscal Other
Year Compen-
ending Salary Bonus Awards sation Total
Name and Principal Position Jun. 30 ($) ($) ($) ($) ($)
- -----------------------------------------------------------------------------
Ashot Martirosyan President 2010 $9,000 -0- -0- -0- $9,000
Anushavan Yeranosyan Sec/Tres 2010 -0- -0- -0- -0- -0-
- -----------------------------------------------------------------------------
We do not maintain key-man life insurance for our executive officer/
director. We do not have any long-term compensation plans or stock option
plans.
Stock Option Grants
- -------------------
We did not grant any stock options to the executive officer or director from
inception through fiscal year end June 30, 2010.
Outstanding Equity Awards at 2010 Fiscal Year-End
- -------------------------------------------------
We did not have any outstanding equity awards as of June 30, 2010.
41
Option Exercises for Fiscal 2010
- --------------------------------
There were no options exercised by our named executive officer in fiscal 2009
or 2010.
Potential Payments Upon Termination or Change in Control
- --------------------------------------------------------
We have not entered into any compensatory plans or arrangements with respect
to our named executive officer, which would in any way result in payments to
such officer because of her resignation, retirement, or other termination of
employment with us or our subsidiaries, or any change in control of, or a
change in his responsibilities following a change in control.
Director Compensation
- ---------------------
The following table sets forth summary compensation information for the
fiscal year ended June 30, 2010 for our two directors.
Summary Compensation Table
- --------------------------
All
Fiscal Other
Year Compen-
ending Salary Bonus Awards sation Total
Name and Principal Position Jun. 30 ($) ($) ($) ($) ($)
- -----------------------------------------------------------------------------
Ashot Martirosyan President 2010 $9,000 -0- -0- -0- $9,000
Anushavan Yeranosyan Sec/Tres 2010 -0- -0- -0- -0- -0-
- -----------------------------------------------------------------------------
43
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters.
The following table presents information, to the best of our knowledge, about
the ownership of our common stock on October 13, 2010 relating to those
persons known to beneficially own more than 5% of our capital stock and by
our named executive officer and sole director.
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and does not necessarily indicate
beneficial ownership for any other purpose. Under these rules, beneficial
ownership includes those shares of common stock over which the stockholder has
sole or shared voting or investment power. It also includes shares of common
stock that the stockholder has a right to acquire within 60 days after
October 13, 2010 pursuant to options, warrants, conversion privileges or
other right.
The percentage ownership of the outstanding common stock, however, is based on
the assumption, expressly required by the rules of the Securities and Exchange
Commission, that only the person or entity whose ownership is being reported
has converted options or warrants into shares of EnzymeBioSystems's common
stock.
We do not have any outstanding options, warrants or other securities
exercisable for or convertible into shares of our common stock.
AMOUNT AND
NATURE OF
TITLE OF NAME OF BENEFICIAL BENEFICIAL PERCENT OF
CLASS OWNER AND POSITION OWNERSHIP CLASS(1)
- -----------------------------------------------------------------------
Common Ashot Martirosyan(2) 10,000,000 31.7%
President/Director
Common Anushavan Yeranosyan(3) 10,000,000 31.7%
Secretary/Treasurer
------------------------------
DIRECTORS AND OFFICERS
AS A GROUP (2 persons) 20,000,000 63.4%
(1) Percent of Class is based on 31,500,000 shares issued and outstanding.
(2) Ashot Martirosyan, 16773 W Park Drive, Chagrin Falls, Ohio, 44023.
(3) Anushavan Yeranosyan, 16773 W Park Drive, Chagrin Falls, Ohio, 44023
We are not aware of any arrangements that may result in "changes in control"
as that term is defined by the provisions of Item 403(c) of Regulation S-B.
43
We believe that all persons named have full voting and investment power with
respect to the shares indicated, unless otherwise noted in the table. Under the
rules of the Securities and Exchange Commission, a person (or group of persons)
is deemed to be a "beneficial owner" of a security if he or she, directly or
indirectly, has or shares the power to vote or to direct the voting of such
security, or the power to dispose of or to direct the disposition of such
security. Accordingly, more than one person may be deemed to be a beneficial
owner of the same security. A person is also deemed to be a beneficial owner of
any security, which that person has the right to acquire within 60 days,
such as options or warrants to purchase our common stock.
Item 13. Certain Relationships and Related Transactions, and Director
Independence.
Our officers and directors are also our primary shareholders. Together,
our officers and directors control 20,000,000 shares of our common stock, or
63.4% of our outstanding common stock.
Through a Board Resolution, the Company hired the professional services of
Seale and Beers, Certified Public Accountants, to perform audited financials
for the Company. Seale and Beers, CPAs own no stock in the Company. The
company has no formal contracts with its accountants, as they are paid on a
fee for service basis.
44
Item 14. Principal Accountant Fees and Services.
Seale and Beers, CPAs served as our principal independent public accountants
for reporting fiscal years ending June 30, 2010 and June 30, 2009.
Aggregate fees billed to us for the years ended June 30, 2010 and 2008
for audit fees were as follows:
For the Years Ended
June 30,
-------------------
2010 2009
-------------------
(1) Audit Fees(1) $9,625 $2,500
(2) Audit-Related Fees -0- -0-
(3) Tax Fees -0- -0-
(4) All Other Fees -0- -0-
Total fees paid or accrued to our principal auditor.
(1) Audit Fees include fees billed and expected to be billed for services
performed to comply with Generally Accepted Auditing Standards (GAAS),
including the recurring audit of the Company's financial statements for such
period included in this Annual Report on Form 10-K and for the reviews of the
quarterly financial statements included in the Quarterly Reports on Form 10-Q
filed with the Securities and Exchange Commission.
Audit Committee Policies and Procedures
- ---------------------------------------
We do not have an audit committee; therefore our directors pre-approves
all services to be provided to us by our independent auditor. This process
involves obtaining (i) a written description of the proposed services, (ii)
the confirmation of our Principal Accounting Officer that the services are
compatible with maintaining specific principles relating to independence, and
(iii) confirmation from our securities counsel that the services are not among
those that our independent auditors have been prohibited from performing under
SEC rules. Our sole director then makes a determination to approve or
disapprove the engagement of Seale and Beers, CPAs for the proposed
services. In the fiscal year ending June 30, 2010, all fees paid to Seale
and Beers, CPAs were unanimously pre-approved in accordance with this policy.
Less than 50 percent of hours expended on the principal accountant's
engagement to audit the registrant's financial statements for the most recent
fiscal year were attributed to work performed by persons other than the
principal accountant's full-time, permanent employees.
45
PART IV
Item 15. Exhibits, Financial Statement Schedules.
The following information required under this item is filed as part of this
report:
(a) 1. Financial Statements
Page
----
Management's Report on Internal Control Over Financial Reporting 32
Report of Independent Registered Public Accounting Firm F-1
Balance Sheets F-2
Statements of Operations F-3
Statements of Stockholders' Equity F-4
Statements of Cash Flows F-5
(b) 2. Financial Statement Schedules
None.
46
(c) 3. Exhibit Index
Incorporated by reference
-------------------------
Filed Period Filing
Exhibit Exhibit Description herewith Form ending Exhibit date
Filed Period Filing
Exhibit Exhibit Description herewith Form ending Exhibit date
- -------------------------------------------------------------------------------
3.1 Articles of Incorporation, S-1 6/30/09 3.1 09/28/2009
as currently in effect
- -------------------------------------------------------------------------------
3.2 Bylaws S-1 6/30/09 3.2 09/28/2009
as currently in effect
- -------------------------------------------------------------------------------
10.1 Agreement between X
EnzymeBioSystems and
Northeastern Ohio Universities
College of Medicine, dated
July 9, 2010
- -------------------------------------------------------------------------------
99.1 Subscription Agreement S-1 6/30/09 99.1 09/28/2009
- -------------------------------------------------------------------------------
31.1 Certification of its X
Principal Executive Officer,
pursuant to Section 302
of the Sarbanes-Oxley Act
- -------------------------------------------------------------------------------
31.2 Certification of its X
Principal Financial Officer,
pursuant to Section 302
of the Sarbanes-Oxley Act
- -------------------------------------------------------------------------------
32.1 Certification of its X
Principal Executive Officer
pursuant to Section 906
of the Sarbanes-Oxley Act
- -------------------------------------------------------------------------------
32.2 Certification of its X
Principal Financial Officer,
pursuant to Section 906
of the Sarbanes-Oxley Act
- -------------------------------------------------------------------------------
47
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
EnzymeBioSystems
- --------------------------
Registrant
By: /s/ Ashot Martirosyan
---------------------------
Ashot Martirosyan
President and Director
Principal Executive Officer
By: /s/ Anushavan Yeranosyan
---------------------------
Anushavan Yeranosyan
Secretary/Treasurer
Principal Accounting Officer
Date: October 13, 2010
----------------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
following persons on behalf of the Registrant and in the capacities and on
the dates indicated have signed this report below.
Name
By: /s/ Ashot Martirosyan
---------------------------
Ashot Martirosyan
President and Director
Principal Executive Officer
By: /s/ Anushavan Yeranosyan
---------------------------
Anushavan Yeranosyan
Secretary/Treasurer
Principal Accounting Officer
Date: October 13, 2010
----------------
48