UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
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|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2009
OR
|_| 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: 333-162170
ENZYMEBIOSYSTEMS
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(Exact name of registrant as specified in its charter)
Nevada 27-0464302
- ------------------------------- -------------------
(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
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to
such filing requirements for the past 90 days. Yes |X| No |_|
Indicate by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of
the Exchange Act (Check one).
Large accelerated filer |_| Accelerated filer |_|
Non-accelerated filer |_| Smaller Reporting Company |X|
(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 |_| No |X|
As of February 16, 2010, the registrant's outstanding common stock consisted
of 30,500,000 shares, $0.001 par value. Authorized - 195,000,000 common
voting shares. No preferred issued, 5,000,000 preferred shares, par value
$0.001 authorized.
Table of Contents
EnzymeBioSystems
Index to Form 10-Q
For the Quarterly Period Ended December 31, 2009
Part I. Financial Information
Page
Item 1. Financial Statements
Condensed Balance Sheets as of December 31, 2009 and June 30, 2009 3
Condensed Statements of Operations for the three and six months
ended December 31, 2009 and for the period from June 26, 2009
(inception) to December 31, 2009 4
Condensed Statements of Cash Flows for the six months ended
December 31, 2009 and for the period from June 26, 2009
(inception) to December 31, 2009 5
Notes to the Condensed Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 13
Item 3. Quantitative and Qualitative Disclosures About Market Risk 24
Item 4. Controls and Procedures 24
Part II Other Information
Item 1. Legal Proceedings 27
Item 1A. Risk Factors 27
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 27
Item 3. Defaults Upon Senior Securities 27
Item 4. Submission of Matters to a Vote of Security Holders 27
Item 5. Other Information 27
Item 6. Exhibits 28
Signatures 29
2
Part I. Financial Information
Item 1. Financial Statements
EnzymeBioSystems
(A Development Stage Company)
Condensed Balance Sheets
December 31,
2009 June 30,
(Unaudited) 2009
------------ ------------
ASSETS
Current Assets:
Cash and cash equivalents $ 6,666 $ -
Funds held in escrow - 30,500
------------ ------------
Total current assets 6,666 30,500
Fixed Assets:
Furniture and equipment, net 6,409 -
------------ ------------
Total fixed assets 6,409 -
------------ ------------
TOTAL ASSETS $ 13,075 $ 30,500
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 1,422 $ -
Accrued expense 1,750 2,500
------------ ------------
Total current liabilities 3,172 2,500
------------ ------------
Stockholders' equity:
Preferred stock, $0.001 par value, 5,000,000
shares authorized, none issued and
outstanding as of 12/31/09 and 6/30/09 - -
Common stock, $0.001 par value, 195,000,000
shares authorized, 30,500,000, 30,500,000
shares issued and outstanding as of
12/31/09 and 6/30/09, respectively 30,500 30,500
Additional Paid-in Capital 5,500 500
(Deficit) accumulated during
development stage (26,097) (3,000)
------------ ------------
Total stockholders' equity 9,903 28,000
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 13,075 $ 30,500
============ ============
The accompanying notes are an integral part of these financial statements.
3
EnzymeBioSystems
(A Development Stage Company)
Condensed Statements of Operations
For the For the From
three months six months June 26, 2009
ended ended (inception) to
December 31, December 31, December 31,
2009 2009 2009
-------------- -------------- --------------
REVENUE $ - $ - $ -
EXPENSES
Auditing fees 3,250 3,250 5,750
General & Administrative 10,051 11,804 11,804
Incorporating fees - - 500
Research & Development 3,502 8,043 8,043
-------------- -------------- --------------
Total expenses 16,803 23,097 26,097
Net (loss) before income taxes (16,803) (23,097) (26,097)
Provision for income tax - - -
-------------- -------------- --------------
NET (LOSS) $ (16,803) $ (23,097) $ (26,097)
============== ============== ==============
NET (LOSS) PER SHARE -
BASIC AND FULLY DILUTED $ (0.00) $ (0.00)
============== ==============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING -
BASIC AND FULLY DILUTED 30,500,000 30,500,000
============== ==============
The accompanying notes are an integral part of these financial statements.
4
EnzymeBioSystems
(A Development Stage Company)
Condensed Statements of Cash Flows
From
For the six June 26, 2009
months ended (Inception) to
December 31, December 31,
2009 2009
-------------- --------------
OPERATING ACTIVITIES
Net (loss) $ (23,097) $ (26,097)
Adjustments to reconcile net loss to
net cash used by operating activities:
Increase (decrease) in:
Accounts payable 1,422 1,422
Accrued expenses (750) 1,750
Depreciation 302 302
-------------- --------------
Cash (used) by operating activities (22,123) (22,623)
INVESTING ACTIVITIES
Purchase of furniture and equipment (6,711) (6,711)
-------------- --------------
Cash (used) by investing activities (6,711) (6,711)
FINANCING ACTIVITIES
Sale of common stock - 30,500
Contributed capital 5,000 5,500
-------------- --------------
Cash provided by financing activities 5,000 36,000
-------------- --------------
NET CHANGE IN CASH (23,834) 6,666
CASH AND EQUIVALENTS - BEGINNING OF PERIOD 30,500 -
-------------- --------------
CASH AND EQUIVALENTS - END OF PERIOD $ 6,666 $ 6,666
============== ==============
SUPPLEMENTAL DISCLOSURES:
Interest paid $ - $ -
Income taxes paid $ - $ -
Non-cash transactions $ - $ -
The accompanying notes are an integral part of these financial statements.
5
EnzymeBioSystems
(A development stage company)
Notes to the Condensed Financial Statements
(Unaudited)
NOTE 1 - CONDENSED FINANCIAL STATEMENTS
The accompanying condensed financial statements have been prepared by the
Company without audit. In the opinion of management, all adjustments (which
include only normal recurring adjustments) necessary to present fairly the
financial position, results of operations and cash flows at December 31,
2009, and for all periods presented, have been made.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally
accepted in the United States of America have been condensed or omitted. It
is suggested that these condensed financial statements be read in conjunction
with the financial statements and notes thereto included in the Company's
June 30, 2009 audited financial statements filed with its registration
statement on Form S-1/A. The results of operations for the period ended
December 31, 2009 is not necessarily indicative of the operating results
for the full year.
NOTE 2 - GOING CONCERN
These condensed financial statements have been prepared in accordance with
generally accepted accounting principles applicable to a going concern
which contemplates the realization of assets and the satisfaction of
liabilities and commitments in the normal course of business. As of
December 31, 2009, the Company has not recognized any revenues and has
accumulated operating losses of approximately $26,097 since inception.
The Company's ability to continue as a going concern is contingent upon
the successful completion of additional financing arrangements and its
ability to achieve and maintain profitable operations. Management plans
to raise equity capital to finance the operating and capital requirements
of the Company. Amounts raised will be used to further development of the
Company's products, to provide financing for marketing and promotion, to
secure additional property and equipment, and for other working capital
purposes. While the Company is putting forth its best efforts to achieve
the above plans, there is no assurance that any such activity will generate
funds that will be available for operations.
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.
6
EnzymeBioSystems
(A development stage company)
Notes to the Condensed Financial Statements
(Unaudited)
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
- ----------------
The preparation of financial statements in conformity with generally accepted
accounting principles 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 revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Recent Accounting Pronouncements
- --------------------------------
Below is a listing of the most recent accounting standards and their effect
on the Company.
In January 2010, the FASB issued Accounting Standards Update 2010-01, Equity
(Topic 505): Accounting for Distributions to Shareholders with Components of
Stock and Cash (A Consensus of the FASB Emerging Issues Task Force). This
amendment to Topic 505 clarifies the stock portion of a distribution to
shareholders that allows them to elect to receive cash or stock with a limit
on the amount of cash that will be distributed is not a stock dividend for
purposes of applying Topics 505 and 260. Effective for interim and annual
periods ending on or after December 15, 2009, and would be applied on a
retrospective basis. The Company does not expect the provisions of ASU
2010-01 to have a material effect on the financial position, results of
operations or cash flows of the Company.
In December 2009, the FASB issued Accounting Standards Update 2009-17,
Consolidations (Topic 810): Improvements to Financial Reporting by
Enterprises Involved with Variable Interest Entities. This Accounting
Standards Update amends the FASB Accounting Standards Codification for
Statement 167. (See FAS 167 effective date below)
In December 2009, the FASB issued Accounting Standards Update 2009-16,
Transfers and Servicing (Topic 860): Accounting for Transfers of Financial
Assets. This Accounting Standards Update amends the FASB Accounting
Standards Codification for Statement 166. (See FAS 166 effective date below)
In October 2009, the FASB issued Accounting Standards Update 2009-15,
Accounting for Own-Share Lending Arrangements in Contemplation of Convertible
Debt Issuance or Other Financing. This Accounting Standards Update amends
the FASB Accounting Standard Codification for EITF 09-1. (See EITF 09-1
effective date below)
7
EnzymeBioSystems
(A development stage company)
Notes to the Condensed Financial Statements
(Unaudited)
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recent Accounting Pronouncements (Continued)
- --------------------------------------------
In October 2009, the FASB issued Accounting Standards Update 2009-14,
Software (Topic 985): Certain Revenue Arrangements That Include Software
Elements. This update changed the accounting model for revenue arrangements
that include both tangible products and software elements. Effective
prospectively for revenue arrangements entered into or materially modified in
fiscal years beginning on or after June 15, 2010. Early adoption is
permitted. The Company does not expect the provisions of ASU 2009-14 to have
a material effect on the financial position, results of operations or cash
flows of the Company.
In October 2009, the FASB issued Accounting Standards Update 2009-13, Revenue
Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements. This
update addressed the accounting for multiple-deliverable arrangements to
enable vendors to account for products or services (deliverables) separately
rather than a combined unit and will be separated in more circumstances that
under existing US GAAP. This amendment has eliminated that residual method
of allocation. Effective prospectively for revenue arrangements entered into
or materially modified in fiscal years beginning on or after June 15, 2010.
Early adoption is permitted. The Company does not expect the provisions of
ASU 2009-13 to have a material effect on the financial position, results of
operations or cash flows of the Company.
In September 2009, the FASB issued Accounting Standards Update 2009-12, Fair
Value Measurements and Disclosures (Topic 820): Investments in Certain
Entities That Calculate Net Asset Value per Share (or Its Equivalent). This
update provides amendments to Topic 820 for the fair value measurement of
investments in certain entities that calculate net asset value per share (or
its equivalent). It is effective for interim and annual periods ending after
December 15, 2009. Early application is permitted in financial statements
for earlier interim and annual periods that have not been issued. The Company
does not expect the provisions of ASU 2009-12 to have a material effect on
the financial position, results of operations or cash flows of the Company.
8
EnzymeBioSystems
(A development stage company)
Notes to the Condensed Financial Statements
(Unaudited)
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recent Accounting Pronouncements (Continued)
- --------------------------------------------
In July 2009, the FASB ratified the consensus reached by EITF (Emerging
Issues Task Force) issued EITF No. 09-1, (ASC Topic 470) "Accounting for Own-
Share Lending Arrangements in Contemplation of Convertible Debt Issuance"
("EITF 09-1"). The provisions of EITF 09-1, clarifies the accounting
treatment and disclosure of share-lending arrangements that are classified as
equity in the financial statements of the share lender. An example of a
share-lending arrangement is an agreement between the Company (share lender)
and an investment bank (share borrower) which allows the investment bank to
use the loaned shares to enter into equity derivative contracts with
investors. EITF 09-1 is effective for fiscal years that beginning on or
after December 15, 2009 and requires retrospective application for all
arrangements outstanding as of the beginning of fiscal years beginning on or
after December 15, 2009. Share-lending arrangements that have been
terminated as a result of counterparty default prior to December 15, 2009,
but for which the entity has not reached a final settlement as of December
15, 2009 are within the scope. Effective for share-lending arrangements
entered into on or after the beginning of the first reporting period that
begins on or after June 15, 2009. The Company does not expect the provisions
of EITF 09-1 to have a material effect on the financial position, results of
operations or cash flows of the Company.
In June 2009, the FASB issued SFAS No. 168 (ASC Topic 105), "The FASB
Accounting Standards Codification and the Hierarchy of Generally Accepted
Accounting Principles - a replacement of FASB Statement No. 162" ("SFAS No.
168"). Under SFAS No. 168 the "FASB Accounting Standards Codification"
("Codification") will become the source of authoritative US GAAP to be
applied by nongovernmental entities. Rules and interpretive releases of the
Securities and Exchange Commission ("SEC") under authority of federal
securities laws are also sources of authoritative GAAP for SEC registrants.
SFAS No. 168 is effective for financial statements issued for interim and
annual periods ending after September 15, 2009. On the effective date, the
Codification will supersede all then-existing non-SEC accounting and
reporting standards. All other non-grandfathered non-SEC accounting
literature not included in the Codification will become non-authoritative.
SFAS No. 168 is effective for the Company's interim quarterly period
beginning July 1, 2009. The Company does not expect the adoption of SFAS
No. 168 to have an impact on the financial statements.
9
EnzymeBioSystems
(A development stage company)
Notes to the Condensed Financial Statements
(Unaudited)
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recent Accounting Pronouncements (Continued)
- --------------------------------------------
In June 2009, the FASB issued SFAS No. 167 (ASC Topic 810), "Amendments to
FASB Interpretation No. 46(R) ("SFAS 167"). SFAS 167 amends the
consolidation guidance applicable to variable interest entities. The
provisions of SFAS 167 significantly affect the overall consolidation
analysis under FASB Interpretation No. 46(R). SFAS 167 is effective as of
the beginning of the first fiscal year that begins after November 15, 2009.
SFAS 167 will be effective for the Company beginning in 2010. The Company
does not expect the provisions of SFAS 167 to have a material effect on the
financial position, results of operations or cash flows of the Company.
In June 2009, the FASB issued SFAS No. 166, (ASC Topic 860) "Accounting for
Transfers of Financial Assets-an amendment of FASB Statement No. 140" ("SFAS
166"). The provisions of SFAS 166, in part, amend the derecognition guidance
in FASB Statement No. 140, eliminate the exemption from consolidation for
qualifying special-purpose entities and require additional disclosures. SFAS
166 is effective for financial asset transfers occurring after the beginning
of an entity's first fiscal year that begins after November 15, 2009. The
Company does not expect the provisions of SFAS 166 to have a material effect
on the financial position, results of operations or cash flows of the
Company.
In June 2009, the Securities and Exchange Commission's Office of the Chief
Accountant and Division of Corporation Finance announced the release of Staff
Accounting Bulletin (SAB) No. 112. This staff accounting bulletin amends or
rescinds portions of the interpretive guidance included in the Staff
Accounting Bulletin Series in order to make the relevant interpretive
guidance consistent with current authoritative accounting and auditing
guidance and Securities and Exchange Commission rules and regulations.
Specifically, the staff is updating the Series in order to bring existing
guidance into conformity with recent pronouncements by the Financial
Accounting Standards Board, namely, Statement of Financial Accounting
Standards No. 141 (revised 2007) (ASC Topic 805), Business Combinations, and
Statement of Financial Accounting Standards No. 160 (ASC Topic 810),
Non-controlling Interests in Consolidated Financial Statements. The
statements in staff accounting bulletins are not rules or interpretations of
the Commission, nor are they published as bearing the Commission's official
approval. They represent interpretations and practices followed by the
Division of Corporation Finance and the Office of the Chief Accountant in
administering the disclosure requirements of the Federal securities laws.
10
EnzymeBioSystems
(A development stage company)
Notes to the Condensed Financial Statements
(Unaudited)
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recent Accounting Pronouncements (Continued)
- --------------------------------------------
In April 2009, the FASB issued SFAS No. 164, (ASC Topic 810) "Not-for-Profit
Entities: Mergers and Acquisitions - including an amendment of FASB Statement
No. 142" ("SFAS 164"). The provisions of SFAS 164 provide guidance on
accounting for a combination of not-for-profit entities either via merger or
acquisition. SFAS 164 is effective for mergers occurring on or after the
beginning of an initial reporting period beginning on or after December 15,
2009 and acquisitions occurring on or after the beginning of the first annual
reporting period beginning on or after December 15, 2009. The Company does
not expect the provisions of SFAS 164 to have a material effect on the
financial position, results of operations or cash flows of the Company.
In September 2008, the FASB issued exposure drafts that eliminate qualifying
special purpose entities from the guidance of SFAS No. 140 (ASC Topic 860),
"Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities," and FASB Interpretation 46 (ASC Topic 810)
(revised December 2003), "Consolidation of Variable Interest Entities - an
interpretation of ARB No. 51 (ASC Topic 810)," as well as other
modifications. While the proposed revised pronouncements have not been
finalized and the proposals are subject to further public comment, the
Company anticipates the changes will not have a significant impact on the
Company's financial statements. The changes would be effective March 1,
2010, on a prospective basis.
NOTE 4 - RELATED PARTY TRANSACTIONS
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.
11
EnzymeBioSystems
(A development stage company)
Notes to the Condensed Financial Statements
(Unaudited)
NOTE 5 - CONTRIBUTED CAPITAL
During the quarter ending December 31, 2009, 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.
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.
NOTE 6 - FIXED ASSET DEPRECIATION
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.
NOTE 7 - SUBSEQUENT EVENTS
None. The Company has evaluated subsequent events through February 16, 2010,
the date which the financial statements were available to be issued.
12
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Item 2. - Management's Discussion and Analysis of Financial Condition and
Results of Operations
Forward-Looking Information
The Company may from time to time make written or oral "forward-looking
statements" including statements contained in this report and in other
communications by the Company, which are made in good faith by the Company
pursuant to the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995.
These forward-looking statements include statements of the Company's plans,
objectives, expectations, estimates and intentions, which are subject to
change based on various important factors (some of which are beyond the
Company's control). The following factors, in addition to others not listed,
could cause the Company's actual results to differ materially from those
expressed in forward looking statements: the strength of the domestic and
local economies in which the Company conducts operations, the impact of
current uncertainties in global economic conditions and the ongoing financial
crisis affecting the domestic and foreign banking system and financial
markets, including the impact on the Company's suppliers and customers,
changes in client needs and consumer spending habits, the impact of
competition and technological change on the Company, the Company's ability to
manage its growth effectively, including its ability to successfully
integrate any business which it might acquire, and currency fluctuations. All
forward-looking statements in this report are based upon information
available to the Company on the date of this report. The Company undertakes
no obligation to publicly update or revise any forward-looking statement,
whether as a result of new information, future events, or otherwise, except
as required by law.
Critical Accounting Policies
- ----------------------------
There have been no material changes to our critical accounting policies and
estimates from the information provided in Item 7, "Management's Discussion
and Analysis of Financial Condition and Results of Operations", included in
our Registration Statement on Form S-1 for the fiscal year ended June 30,
2009.
13
Results of Operations
- ---------------------
Overview of Current Operations
- ------------------------------
EnzymeBioSystems was formed on June 26, 2009 as a Nevada corporation.
We are a startup company that plans to manufacture specialty enzymes and
enzyme related products. Activities to date have been limited primarily to
organization, initial capitalization, establishing administrative offices in
Chargrin, Falls, Ohio, and commencing our initial operational plans. As of
the date of this offering circular, the Company has developed a business
plan, established administrative offices and started obtaining laboratory
equipment to build its laboratory.
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.
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.
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.
14
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.
Marketing Strategy
- ------------------
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
- -----------
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.
15
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.
Our Growth 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.
Results of Operations for the quarter ended December 31, 2009
- -------------------------------------------------------------
During the three month period ended December 31, 2009, the Company did not
generate any revenues. In addition, the Company does not expect to generate
any profit for the next year.
In its most recent three month operating period ended December 31, 2009, the
Company generated no revenues. During the three months ended December 31,
2009, the Company had auditing fee expenses of $3,250, general and
administrative expenses of $10,051 and research and development expenses of
$3,502. The general and administrative expenses represented costs associated
in business start-up costs. In its most recent six month operating period
ended December 31, 2009, the Company generated no revenues. During the six
months ended December 31, 2009, the Company had auditing fee expenses of
$3,250 general and administrative expenses of $11,804 and research and
development expenses of $8,043. Since the Company's inception, on June 26,
2009, the Company experienced a net loss of $26,097.
16
Revenues
- --------
The Company has generated no revenues since its inception. As of
December 31, 2009, the Company had an accumulated deficit of $26,097.
There can be no assurances that the Company can achieve or sustain
profitability or that the Company's operating losses will not increase
in the future.
Plan of Operation
- -----------------
Management does not believe that the Company will be able to generate any
significant profit during the coming year. The Company filed its initial
Registration Statement on Form S-1 with the U.S. Securities and Exchange
Commission on September 28, 2009. The Registration Statement was declared
effective on December 18, 2009. The registration will allow the Company to
raise $10,000 by March 31, 2010. Management believes developmental and
marketing costs will most likely exceed any anticipated revenues for the
coming year.
Management intends to personally finance EnzymeBioSystems, without seeking
reimbursement, to ensure that the Company has enough funds to operate for
the next twelve (12) months without the need to raise additional capital to
meet its fully reporting obligations in its normal course of business.
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.
Going Concern
- -------------
Our independent auditors included an explanatory paragraph in their report on
the accompanying financial statements regarding concerns about our ability to
continue as a going concern. Our financial statements contain additional
note disclosures describing the circumstances that lead to this disclosure by
our independent auditors.
17
Summary of any product research and development that we will perform for the
term of our plan of operation.
- ----------------------------------------------------------------------------
We plan to deploy our enzyme technologies across diverse markets that
represent commercial opportunities in helping us build visibility for
EnzymeBioSystems. 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 believe that this market approach might give us the ability to broadly
apply our enzyme development and manufacturing capabilities while minimizing
commercial risk in that research or pharmaceutical companies might change
their needs during our development processes. We view our enzyme development
and manufacturing capabilities as: 1) Computer-based methods of predicting
the affinity of an inhibitor or activator for an enzyme, such as molecular
docking. Docking is used to predict the binding orientation of small
molecule drug candidates to their protein targets in order to in turn predict
the affinity and activity of the small molecule. This plays an important
role in the rational design of drugs; and, 2) Deployment of new catalytic
systems immobilized on inorganic nano-particles in our technologies.
Expected purchase or sale of plant and significant equipment.
- -------------------------------------------------------------
We plan to open a laboratory where when can produce enzymes on a small
scale, we are in the process of acquiring laboratory equipment.
Significant changes in the number of employees.
- -----------------------------------------------
As of December 31, 2009, we did not have any employees. We are dependent
upon our two officers 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.
18
Liquidity and Capital Resources
- -------------------------------
The Company is authorized to issue 195,000,000 shares of its $0.001 par
value common stock and 5,000,000 shares of its $0.001 par value preferred
stock. As of February 16, 2010, the Company has 30,500,000 shares of common
stock issued and outstanding. As of December 31, 2009, the Company had
current assets of $6,666 and current liabilities of $3,172.
The Company has limited financial resources available, which has had an
adverse impact on the Company's liquidity, activities and operations.
In order for the Company to remain a Going Concern it will need to find
additional capital or generate revenues. Additional working capital may be
sought through additional debt or equity private placements, additional
notes payable to banks or related parties (officers, directors or
stockholders), or from other available funding sources at market rates of
interest, or a combination of these. The ability to raise necessary
financing will depend on many factors, including the nature and prospects
of any business to be acquired and the economic and market conditions
prevailing at the time financing is sought. No assurances can be given
that any necessary financing can be obtained on terms favorable to the
Company, or at all.
Our officers have agreed to donate funds to the operations of the Company,
in order to keep it fully reporting for the next twelve (12) months, without
seeking reimbursement for funds donated.
No officer or director received stock options or other non-cash compensation
since the Company's inception through December 31, 2009. The Company has no
employment agreements in place with its officers, nor does the Company owe
its officers any accrued compensation.
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.
19
Critical Accounting Policies and Estimates
- ------------------------------------------
Revenue Recognition: We recognize revenue from product sales once all of the
following criteria for revenue recognition have been met: pervasive evidence
that an agreement exists; the services have been rendered; the fee is fixed
and determinable and not subject to refund or adjustment; and collection of
the amount due is reasonable assured.
New Accounting Standards
- ------------------------
In January 2010, the FASB issued Accounting Standards Update 2010-01, Equity
(Topic 505): Accounting for Distributions to Shareholders with Components of
Stock and Cash (A Consensus of the FASB Emerging Issues Task Force). This
amendment to Topic 505 clarifies the stock portion of a distribution to
shareholders that allows them to elect to receive cash or stock with a limit
on the amount of cash that will be distributed is not a stock dividend for
purposes of applying Topics 505 and 260. Effective for interim and annual
periods ending on or after December 15, 2009, and would be applied on a
retrospective basis. The Company does not expect the provisions of ASU
2010-01 to have a material effect on the financial position, results of
operations or cash flows of the Company.
In December 2009, the FASB issued Accounting Standards Update 2009-17,
Consolidations (Topic 810): Improvements to Financial Reporting by
Enterprises Involved with Variable Interest Entities. This Accounting
Standards Update amends the FASB Accounting Standards Codification for
Statement 167. (See FAS 167 effective date below)
In December 2009, the FASB issued Accounting Standards Update 2009-16,
Transfers and Servicing (Topic 860): Accounting for Transfers of Financial
Assets. This Accounting Standards Update amends the FASB Accounting
Standards Codification for Statement 166. (See FAS 166 effective date below)
In October 2009, the FASB issued Accounting Standards Update 2009-15,
Accounting for Own-Share Lending Arrangements in Contemplation of Convertible
Debt Issuance or Other Financing. This Accounting Standards Update amends
the FASB Accounting Standard Codification for EITF 09-1. (See EITF 09-1
effective date below)
In October 2009, the FASB issued Accounting Standards Update 2009-14,
Software (Topic 985): Certain Revenue Arrangements That Include Software
Elements. This update changed the accounting model for revenue arrangements
that include both tangible products and software elements. Effective
prospectively for revenue arrangements entered into or materially modified in
fiscal years beginning on or after June 15, 2010. Early adoption is
permitted. The Company does not expect the provisions of ASU 2009-14 to have
a material effect on the financial position, results of operations or cash
flows of the Company.
20
In October 2009, the FASB issued Accounting Standards Update 2009-13, Revenue
Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements. This
update addressed the accounting for multiple-deliverable arrangements to
enable vendors to account for products or services (deliverables) separately
rather than a combined unit and will be separated in more circumstances that
under existing US GAAP. This amendment has eliminated that residual method
of allocation. Effective prospectively for revenue arrangements entered into
or materially modified in fiscal years beginning on or after June 15, 2010.
Early adoption is permitted. The Company does not expect the provisions of
ASU 2009-13 to have a material effect on the financial position, results of
operations or cash flows of the Company.
In September 2009, the FASB issued Accounting Standards Update 2009-12, Fair
Value Measurements and Disclosures (Topic 820): Investments in Certain
Entities That Calculate Net Asset Value per Share (or Its Equivalent). This
update provides amendments to Topic 820 for the fair value measurement of
investments in certain entities that calculate net asset value per share (or
its equivalent). It is effective for interim and annual periods ending after
December 15, 2009. Early application is permitted in financial statements
for earlier interim and annual periods that have not been issued. The Company
does not expect the provisions of ASU 2009-12 to have a material effect on
the financial position, results of operations or cash flows of the Company.
In July 2009, the FASB ratified the consensus reached by EITF (Emerging
Issues Task Force) issued EITF No. 09-1, (ASC Topic 470) "Accounting for Own-
Share Lending Arrangements in Contemplation of Convertible Debt Issuance"
("EITF 09-1"). The provisions of EITF 09-1, clarifies the accounting
treatment and disclosure of share-lending arrangements that are classified as
equity in the financial statements of the share lender. An example of a
share-lending arrangement is an agreement between the Company (share lender)
and an investment bank (share borrower) which allows the investment bank to
use the loaned shares to enter into equity derivative contracts with
investors. EITF 09-1 is effective for fiscal years that beginning on or
after December 15, 2009 and requires retrospective application for all
arrangements outstanding as of the beginning of fiscal years beginning on or
after December 15, 2009. Share-lending arrangements that have been
terminated as a result of counterparty default prior to December 15, 2009,
but for which the entity has not reached a final settlement as of December
15, 2009 are within the scope. Effective for share-lending arrangements
entered into on or after the beginning of the first reporting period that
begins on or after June 15, 2009. The Company does not expect the provisions
of EITF 09-1 to have a material effect on the financial position, results of
operations or cash flows of the Company.
21
In June 2009, the FASB issued SFAS No. 168 (ASC Topic 105), "The FASB
Accounting Standards Codification and the Hierarchy of Generally Accepted
Accounting Principles - a replacement of FASB Statement No. 162" ("SFAS No.
168"). Under SFAS No. 168 the "FASB Accounting Standards Codification"
("Codification") will become the source of authoritative US GAAP to be
applied by nongovernmental entities. Rules and interpretive releases of the
Securities and Exchange Commission ("SEC") under authority of federal
securities laws are also sources of authoritative GAAP for SEC registrants.
SFAS No. 168 is effective for financial statements issued for interim and
annual periods ending after September 15, 2009. On the effective date, the
Codification will supersede all then-existing non-SEC accounting and
reporting standards. All other non-grandfathered non-SEC accounting
literature not included in the Codification will become non-authoritative.
SFAS No. 168 is effective for the Company's interim quarterly period
beginning July 1, 2009. The Company does not expect the adoption of SFAS
No. 168 to have an impact on the financial statements.
In June 2009, the FASB issued SFAS No. 167 (ASC Topic 810), "Amendments to
FASB Interpretation No. 46(R) ("SFAS 167"). SFAS 167 amends the
consolidation guidance applicable to variable interest entities. The
provisions of SFAS 167 significantly affect the overall consolidation
analysis under FASB Interpretation No. 46(R). SFAS 167 is effective as of
the beginning of the first fiscal year that begins after November 15, 2009.
SFAS 167 will be effective for the Company beginning in 2010. The Company
does not expect the provisions of SFAS 167 to have a material effect on the
financial position, results of operations or cash flows of the Company.
In June 2009, the FASB issued SFAS No. 166, (ASC Topic 860) "Accounting for
Transfers of Financial Assets-an amendment of FASB Statement No. 140" ("SFAS
166"). The provisions of SFAS 166, in part, amend the derecognition guidance
in FASB Statement No. 140, eliminate the exemption from consolidation for
qualifying special-purpose entities and require additional disclosures. SFAS
166 is effective for financial asset transfers occurring after the beginning
of an entity's first fiscal year that begins after November 15, 2009. The
Company does not expect the provisions of SFAS 166 to have a material effect
on the financial position, results of operations or cash flows of the
Company.
In June 2009, the Securities and Exchange Commission's Office of the Chief
Accountant and Division of Corporation Finance announced the release of Staff
Accounting Bulletin (SAB) No. 112. This staff accounting bulletin amends or
rescinds portions of the interpretive guidance included in the Staff
Accounting Bulletin Series in order to make the relevant interpretive
guidance consistent with current authoritative accounting and auditing
guidance and Securities and Exchange Commission rules and regulations.
Specifically, the staff is updating the Series in order to bring existing
guidance into conformity with recent pronouncements by the Financial
Accounting Standards Board, namely, Statement of Financial Accounting
Standards No. 141 (revised 2007) (ASC Topic 805), Business Combinations, and
Statement of Financial Accounting Standards No. 160 (ASC Topic 810),
22
Non-controlling Interests in Consolidated Financial Statements. The
statements in staff accounting bulletins are not rules or interpretations of
the Commission, nor are they published as bearing the Commission's official
approval. They represent interpretations and practices followed by the
Division of Corporation Finance and the Office of the Chief Accountant in
administering the disclosure requirements of the Federal securities laws.
In April 2009, the FASB issued SFAS No. 164, (ASC Topic 810) "Not-for-Profit
Entities: Mergers and Acquisitions - including an amendment of FASB Statement
No. 142" ("SFAS 164"). The provisions of SFAS 164 provide guidance on
accounting for a combination of not-for-profit entities either via merger or
acquisition. SFAS 164 is effective for mergers occurring on or after the
beginning of an initial reporting period beginning on or after December 15,
2009 and acquisitions occurring on or after the beginning of the first annual
reporting period beginning on or after December 15, 2009. The Company does
not expect the provisions of SFAS 164 to have a material effect on the
financial position, results of operations or cash flows of the Company.
In September 2008, the FASB issued exposure drafts that eliminate qualifying
special purpose entities from the guidance of SFAS No. 140 (ASC Topic 860),
"Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities," and FASB Interpretation 46 (ASC Topic 810)
(revised December 2003), "Consolidation of Variable Interest Entities - an
interpretation of ARB No. 51 (ASC Topic 810)," as well as other
modifications. While the proposed revised pronouncements have not been
finalized and the proposals are subject to further public comment, the
Company anticipates the changes will not have a significant impact on the
Company's financial statements. The changes would be effective March 1,
2010, on a prospective basis.
23
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Not applicable.
Item 4T. Controls and Procedures
Evaluation of disclosure controls and procedures
- ------------------------------------------------
Management is responsible for establishing and maintaining adequate internal
control over financial reporting and for the assessment of the effectiveness
of those internal controls. As defined by the SEC, internal control over
financial reporting is a process designed by our principal executive
officer/principal financial officer, who is also the sole member of our Board
of Directors, to provide reasonable assurance regarding the reliability of
financial reporting and the reparation of the financial statements in
accordance with U. S. generally accepted accounting principles.
As of the end of the period covered by this report, we initially carried out
an evaluation, under the supervision and with the participation of our chief
executive officer and our principal accounting officer, of the effectiveness
of the design and operation of our disclosure controls and procedures. Based
on this evaluation, our chief executive officer and chief financial officer
initially concluded that our disclosure controls and procedures were not
effective.
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 is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the
Securities Exchange Act of 1934 as a process designed by, or under the
supervision of, the company's principal executive and principal financial
officers and effected by the company's 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 accounting principles generally accepted in the
United States of America and includes those policies and procedures that:
- - Pertain to the maintenance of records that in reasonable detail accurately
and fairly reflect the transactions and dispositions of the assets of the
company;
- - Provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with accounting
principles generally accepted in the United States of America and that
receipts and expenditures of the company are being made only in accordance
with authorizations of management and directors of the company; and
- - Provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of the company's assets that
could have a material effect on the financial statements.
24
Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate. All
internal control systems, no matter how well designed, have inherent
limitations. Therefore, even those systems determined to be effective can
provide only reasonable assurance with respect to financial statement
preparation and presentation. Because of the inherent limitations of
internal control, 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. Therefore, it is possible to design into the
process safeguards to reduce, though not eliminate, this risk.
As of December 31, 2009 management assessed the effectiveness of our internal
control over financial reporting based on the criteria for effective internal
control over financial reporting established in Internal Control--Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission ("COSO") and SEC guidance on conducting such assessments. Based
on that evaluation, they concluded that, during the period covered by this
report, such internal controls and procedures were not effective to detect
the inappropriate application of US GAAP rules as more fully described below.
This was due to deficiencies that existed in the design or operation of our
internal controls over financial reporting that adversely affected our
internal controls and that may be considered to be material weaknesses.
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. The aforementioned material weaknesses
were identified by our Chief Executive Officer in connection with the review
of our financial statements as of December 31, 2009.
Management believes that the material weaknesses set forth in item (2) two
above did not have an effect on our financial results. 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.
25
Management's Remediation Initiatives
- ------------------------------------
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.
And, 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.
Management believes that the appointment of one or more outside directors,
who shall be appointed to a fully functioning audit committee, will remedy
the lack of a functioning audit committee and a lack of a majority of outside
directors on our Board.
We anticipate that these initiatives will be at least partially, if not
fully, implemented by June 30, 2010. Additionally, we plan to test our
updated controls and remediate our deficiencies by June 30, 2010.
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.
26
PART II. OTHER INFORMATION
Item 1 -- 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 1A - Risk Factors
See Risk Factors set forth in Part I, Item 1A of the Company's Registration
Statement on Form S-1 for the fiscal year ended June 30, 2009 and the
discussion in Item 1, above, under " Liquidity and Capital Resources."
Item 2 -- Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3 -- Defaults Upon Senior Securities
None.
Item 4 -- Submission of Matters to a Vote of Security Holders
None.
Item 5 -- Other Information
The Company filed its initial Registration Statement on Form S-1 with the
U.S. Securities and Exchange Commission on September 28, 2009. The
Registration Statement was declared effective on December 18, 2009.
27
Item 6 -- Exhibits
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
- -------------------------------------------------------------------------------
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
- -------------------------------------------------------------------------------
28
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
EnzymeBioSystems
--------------------------
Registrant
Date: February 16, 2010 By: /s/ Ashot Martirosyan
----------------- ---------------------------------
By: Ashot Martirosyan
Its: Principal Executive Officer
Date: February 16, 2010 By: /s/ Anushavan Yeranosyan
----------------- ---------------------------------
By: Anushavan Yeranosyan
Its: Principal Accounting Officer
29