U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: June 30, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OF 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to _____________
Commission file number 0-23871
BCS INVESTMENT CORPORATION
(Exact name of small business issuer as specified in its charter)
COLORADO 84-1434323
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1708 DOLPHIN AVENUE, SUITE 400, KELOWNA, BRITISH COLUMBIA, V1Y 9S4 CANADA
(Address of principal executive offices)
(250) 717-8966
(Issuer's telephone number)
NOT APPLICABLE
(Former name, former address and former fiscal year, if changed since
last report)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act 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___
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the last practicable date:
14,046,080 SHARES OF COMMON STOCK, NO PAR VALUE, AS OF AUGUST 17, 2000
Transitional Small Business Disclosure Format (check one); Yes___ No X
Exhibit index on page 14 Page 1 of 16 pages
<PAGE>
Financial Statements of
BCS INVESTMENT CORPORATION
(Formerly Workfire.com, Inc.)
(A Development Stage Enterprise)
June 30, 2000
1
<PAGE>
BCS INVESTMENT CORPORATION
(Formerly Workfire.com, Inc.)
(A Development Stage Enterprise)
Balance Sheets
$ United States
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
June 30, December 31,
2000 1999
(Unaudited)
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Current assets
Prepaid expenses $ - $ 25,206
-----------------------------------------------------------------------------------------------------------------
$ - $ 25,206
=================================================================================================================
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities
Accounts payable and accrued liabilities $ 9,891 $ 13,893
Due to related party (note 2) 11,359 22,035
-----------------------------------------------------------------------------------------------------------------
$ 21,250 $ 35,928
Stockholders' deficiency
Capital stock (note 4) 58,133 58,133
Additional paid in capital 837,370 837,370
Deficit accumulated during the development stage (915,930) (905,402)
Accumulated comprehensive income (823) (823)
-----------------------------------------------------------------------------------------------------------------
(21,250) (10,722)
-----------------------------------------------------------------------------------------------------------------
$ - $ 25,206
=================================================================================================================
</TABLE>
See accompanying notes to financial statements.
2
<PAGE>
BCS INVESTMENT CORPORATION
(Formerly Workfire.com, Inc.)
(A Development Stage Enterprise)
Statements of Loss
$ United States
(Unaudited)
<TABLE>
<CAPTION>
===================================================================================================================
From inception Six month period
(July 7, 1998) to ended June 30,
June 30, 2000 2000 1999
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Revenue
Interest $ 10,422 $ - $ 6,390
Expenses
Research and development
Consultants 42,049 - 14,483
Internet access charges 8,454 - 2,266
Purchased research and development 100,000 - -
Salaries and benefits 396,143 - 158,633
----------------------------------------------------------------------------------------------------------
546,646 - 175,382
General and administrative
Amortization 26,820 - 6,533
Consulting 16,838 - -
Foreign exchange 10,424 - -
Interest on long term debt 5,050 - -
Marketing and promotion 107,039 525 263
Office and administration 53,347 199 35,540
Professional fees 83,660 9,804 30,551
Rent and utilities 49,849 - 26,260
Salaries and benefits 171,321 - 75,146
Travel 52,860 - 7,889
Write off of loan receivable 10,707 - -
Write off of goodwill from purchase of
shares held by minority stockholders 65,420 - -
----------------------------------------------------------------------------------------------------------
653,335 10,528 182,182
-------------------------------------------------------------------------------------------------------------------
Loss before income taxes and minority interest (1,189,559) (10,528) (351,174)
Income taxes 2,234 - -
-------------------------------------------------------------------------------------------------------------------
Loss before minority interest (1,191,793) (10,528) (351,174)
Minority interest in loss of former subsidiary 59,989 - 38,629
-------------------------------------------------------------------------------------------------------------------
Net loss $ (1,131,804) $ (10,528) $ (312,545)
===================================================================================================================
Weighted average number of shares outstanding 12,955,780 14,046,080 12,671,729
Loss per share $ (0.09) $ - $ (0.02)
===================================================================================================================
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
BCS INVESTMENT CORPORATION
(Formerly Workfire.com, Inc.)
(A Development Stage Enterprise)
Statements of Loss
$ United States
(Unaudited)
<TABLE>
<CAPTION>
===============================================================================================================
Three month period
Ended June 30,
2000 1999
---------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Revenue
Interest $ - $ 1,958
Expenses
Research and development
Consultants - 12,286
Internet access charges - 815
Salaries and benefits - 84,844
------------------------------------------------------------------------------------------------------
- 97,945
General and administrative
Amortization - 3,200
Marketing and promotion - 226
Office and administration 82 17,782
Professional fees 4,458 18,542
Rent and utilities - 8,696
Salaries and benefits - 40,949
Travel - 4,690
Write off of loan receivable - -
Write off of goodwill from purchase of
shares held by minority stockholders - -
------------------------------------------------------------------------------------------------------
4,540 94,085
---------------------------------------------------------------------------------------------------------------
Loss before income taxes and minority interest (4,540) (190,072)
Income taxes - -
---------------------------------------------------------------------------------------------------------------
Loss before minority interest (4,540) (190,072)
Minority interest in loss of former subsidiary - 20,908
---------------------------------------------------------------------------------------------------------------
Net loss $ (4,540) $ (169,164)
===============================================================================================================
Weighted average number of shares outstanding 14,046,080 12,890,666
Loss per share $ - $ (0.01)
===============================================================================================================
</TABLE>
See accompanying notes to financial statements.
4
<PAGE>
BCS INVESTMENT CORPORATION
(Formerly Workfire.com, Inc.)
(A Development Stage Enterprise)
Statements of Stockholders' Deficiency and Comprehensive Income
$ United States
Six month period ended June 30, 2000
(Unaudited)
<TABLE>
<CAPTION>
====================================================================================================================================
Deficit
Accumulated
Number Additional During the Accumulated
of Capital Paid in Development Comprehensive
Shares Stock Capital Stage Income Total
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
------------------------------------------------------------------------------------------------------------------------------------
BC7
====================================================================================================================================
BC7 balance, December 31, 1998 4,620,000 $ 32,900 $ 750 $ (31,796) $ - $ 1,854
Expenses paid by stockholder
on behalf of the Company - - 2,790 - - 2,790
Issued June 14, 1999 upon
5.804688 to 1 stock split 22,197,658 - - - - -
Voluntary cancellation of shares by
stockholders, June 18, 1999 (23,253,303) (28,527) 28,527 - - -
Increase in the book value of BC7's
stockholders' equity to 89% of WTI - (2,580) 805,303 (260,201) 703 543,225
------------------------------------------------------------------------------------------------------------------------------------
BC7 balance, June 18, 1999 prior to
reorganization and purchase of WTI
stock 3,564,355 1,793 837,370 (291,997) 703 547,869
Issued upon reorganization and
purchase of 89% WTI stock, recorded
at the book value of BC7's tangible
net assets 10,431,725 90 - - - 90
Issued October 6, 1999 for
services at $1.125 per share 45,000 50,625 - - - 50,625
Issued November 9, 1999
for services at $1.125 per share 5,000 5,625 - - - 5,625
Adjustment to record distribution of
WFI's shares of WTI to stockholders,
November 12, 1999 - - - 179,785 - 179,785
Comprehensive income:
Loss - - - (793,190) - (793,190)
Foreign currency translation
adjustment - - - - (1,526) (1,526)
------------------------------------------------------------------------------------------------------------------------------------
Comprehensive loss - - - (793,190) (1,526) (794,716)
------------------------------------------------------------------------------------------------------------------------------------
WFI balance, December 31, 1999 14,046,080 58,133 837,370 (905,402) (823) (10,722)
Comprehensive income:
Loss - - - (10,528) - (10,528)
------------------------------------------------------------------------------------------------------------------------------------
BCS balance, June 30, 2000 14,046,080 $ 58,133 $ 837,370 $ (915,930) $ (823) $ (21,250)
====================================================================================================================================
</TABLE>
Refer to note 1 b) for basis of reporting
See accompanying notes to financial statements.
5
<PAGE>
BCS INVESTMENT CORPORATION
(Formerly Workfire.com, Inc.)
(A Development Stage Enterprise)
Statements of Cash Flows
$ United States
(Unaudited)
<TABLE>
<CAPTION>
==============================================================================================================================
From inception Six month period
(July 7, 1998) to ended June 30,
June 30, 2000 2000 1999
------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Cash provided by (used in):
Operations
Net loss $ (1,131,804) $ (10,528) $ (312,545)
Items not involving cash:
Amortization 26,820 - 6,533
Rent - - -
Services paid with share consideration 31,044 25,206 -
Minority interest (59,989) - (38,629)
Write off of goodwill on purchase of
shares held by minority stockholders 65,420 - -
Changes in non-cash working capital:
Accounts receivable (2,701) - 373
Prepaid expenses (8,994) - (28,007)
Accounts payable and accrued liabilities 59,634 (4,002) 23,673
-------------------------------------------------------------------------------------------------------------------------
(1,020,570) 10,676 (348,602)
Financing
Advances to related parties 56,233 (10,676) (26,918)
Repayments of advances from related parties (9,943)
Advances from shareholder 224,990 - -
Issue of common shares for cash 942,880 - 262,667
Issue of common shares upon reorganization
and stock purchase 90 - 90
Adjustment to record distribution of WTI shares
to shareholders net of non-cash items (50,126) - -
Proceeds from long term debt net of
repayments 75,766 - -
Purchase of shares held by minority
shareholders (73,146) - -
-------------------------------------------------------------------------------------------------------------------------
1,176,687 (10,676) 225,896
Investments
Expenditures on capital assets (155,381) - (18,622)
Foreign currency translation adjustment (736) - (6,006)
------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) in cash - - (147,334)
Cash, beginning of period - - 315,658
------------------------------------------------------------------------------------------------------------------------------
Cash, end of period $ - $ - $ 168,324
==============================================================================================================================
See accompanying notes to financial statements.
Supplementary information:
Interest Paid - - -
Income Taxes Paid - - -
</TABLE>
6
<PAGE>
BCS INVESTMENT CORPORATION
(Formerly Workfire.com, Inc.)
(A Development Stage Enterprise)
Notes to Financial Statements
$ United States
Six month period ended June 30, 2000
(Unaudited)
================================================================================
BCS Investment Corporation (formerly Workfire.com, Inc.) ("BCS" or the
"Company") is a development stage company and was incorporated under the
name of Buffalo Capital VII, Ltd. ("BC7") on September 19, 1997 under the
laws of the state of Colorado. The Company adopted the name, Workfire.com,
Inc. ("WFI") effective June 18, 1999 and formally changed its name from
Buffalo Capital VII, Ltd. to Workfire.com, Inc. on July 12, 1999. During
1999, the Company's principal business activity, carried on through its
former subsidiary, Workfire.com (formerly Workfire Technologies Inc.)
("WTI"), was the development of software to deliver extended internet
services to internet users. On November 12, 1999, the Company distributed
its shares of Workfire.com on a prorata basis to its stockholders of record
on that date and became a shell company with no active operations. On
February 7, 2000 the name of the Company was changed to BCS Investment
Corporation ("BCS")
1. SIGNIFICANT ACCOUNTING POLICIES:
a) General
The information included in the accompanying consolidated interim
financial statements is unaudited and should be read in conjunction
with the annual audited financial statements and notes thereto
contained n the Company's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1999. In the opinion of management, all
adjustments, consisting of normal recurring accruals, necessary for a
fair presentation of the results of operations for the interim periods
presented have been reflected herein. The results of operations for the
interim periods presented are not necessarily indicative of the results
to be expected for the entire fiscal year.
b) Basis of reporting
These financial statements include the accounts of the Company as noted
below and the results of operations of its former wholly-owned
subsidiary, WTI, and WTI's wholly-owned subsidiaries, Workfire
Technologies International Inc. ("WTII") and Workfire Development
Corporation ("WDC"), to November 12, 1999.
Effective June 18, 1999, the Company acquired 89% of the outstanding
common shares of WTI. As WTI stockholders obtained control of the
Company through the exchange of their shares of WTI for shares of the
Company, the acquisition of WTI has been accounted for in these
financial statements as a reverse acquisition. On September 30, 1999,
pursuant to the General Corporation Laws of the State of Nevada, WTI
paid its dissenting stockholders represented by the residual 11%
minority share ownership, what it determined to be the fair value of
their shares, and subsequently cancelled the shares. On November 12,
1999, the Company distributed all of its shares of WTI on a prorata
basis to it's stockholders of record on that date.
7
<PAGE>
BCS INVESTMENT CORPORATION
(Formerly Workfire.com, Inc.)
(A Development Stage Enterprise)
Notes to Financial Statements (continued)
$ United States
Six month period ended June 30, 2000
(Unaudited)
================================================================================
1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):
b) Basis of reporting (continued)
Consequently, the statements of loss and cash flows for the six month
period ended June 30, 1999 and the statement of loss for the three
month period ended June 30, 1999 reflect the results of operations and
the cash flows of WTI, and its wholly-owned subsidiaries, WTII and WDC,
combined with those of the legal parent, WFI, from acquisition on June
18, 1999, in accordance with generally accepted accounting principles
for reverse acquisitions.
In these notes to the financial statements, the Company, prior to the
business combination with WTI, is referred to as BC7, and after
completion of the business combination and name change, is referred to
as WFI.
c) Translation of financial statements
The Company's former subsidiary, Workfire Development Corporation,
operates in Canada and its operations were conducted in Canadian
currency.
These statements are presented in United States currency. The method of
translation applied prior to the Company's distribution of its
ownership in WTI was as follows:
i) Monetary assets and liabilities were translated at the rate of
exchange in effect at the distribution date, being US $1.00 per
Cdn $1.462.
ii) Non-monetary assets and liabilities were translated at the
exchange rate in effect at the transaction date.
iii) Revenues and expenses were translated at the exchange rate in
effect at the transaction date.
iv) The net adjustment arising from the translation was recorded in
other comprehensive income as a separate component of
stockholders' equity (deficiency).
d) 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 disclosures 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.
8
<PAGE>
BCS INVESTMENT CORPORATION
(Formerly Workfire.com, Inc.)
(A Development Stage Enterprise)
Notes to Financial Statements (continued)
$ United States
Six month period ended June 30, 2000
(Unaudited)
--------------------------------------------------------------------------------
2. DUE TO RELATED PARTY:
The amount due to related party is unsecured, non-interest bearing and
without stated terms of repayment.
3. CAPITAL STOCK:
a) Authorized:
100,000,000 common voting shares, without par value
10,000,000 non-voting preferred shares without par value
b) Stock Option Plan:
The Company has reserved 1,375,840 common shares for issuance to
officers and key employees pursuant to its Stock Option Plan. This
amount is to be adjusted annually to be the greater of 9% of the issued
common shares of the Company outstanding at the end of the immediately
preceding fiscal year, or 1,375,840. Unless the option agreement
executed by an optionee expressly otherwise provides, no portion of the
options can be exercised until at least three months after the grant
date (the "vesting date").
The following stock options were outstanding during the six month
period ended June 30, 2000:
<TABLE>
<CAPTION>
Number Granted Exercised Cancelled Number Exercise
outstanding, during the during the during outstanding, price per
January 1, period period the June 30, share Expiry date Vesting date
2000 period 2000
------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
5,999 - - 5,999 - $1.1875 September 7, 2004 December 7, 1999
84,375 - - 84,375 - $2.93 June 19, 2009 September 19, 1999
74,000 - - 74,000 - $2.93 June 19, 2009 June 19, 2000
74,000 - - 74,000 - $2.93 June 19, 2009 June 19, 2001
74,000 - - 74,000 - $2.93 June 19, 2009 June 19, 2002
------------------------------------------------------------------------------------------------------------------------------
312,374 - - 312,374 -
==============================================================================================================================
</TABLE>
The Company applies APB Opinion No. 25 in accounting for its stock
options which provides that compensation expense should be recorded to
the extent that the market price per share exceeds the exercise price
at the grant date. As options are granted based on market prices, no
compensation cost has been recognized for its granted stock options.
These stock options were issued to officers and key employees of WTI.
The Company distributed its shares of WTI to its stockholders on
November 12, 1999, and became a shell company with no active
operations. As a result of the distribution of WTI stock on November
12, 1999, the stock options were terminated effective February 12, 2000
pursuant to the terms of the Company's stock option plan since the
grantees were no longer employees of the Company or its subsidiary.
9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The following discussion should be read in conjunction with the consolidated
financial statements of the Company. This report includes certain
forward-looking statements, which reflect the Company's plans, estimates and
beliefs. The Company's actual results could differ materially from those
discussed in the forward-looking statements based upon, among other things, the
Company's ability to raise additional capital, its ability to identify a
suitable acquisition target and close such acquisition. The inability to obtain
additional financing when needed will have a material adverse effect on the
Company's operating results.
GENERAL
The Company was incorporated under the laws of the State of Colorado on
September 19, 1997. From its inception to June 18, 1999, the Company operated as
a "shell" company and its business plan was to seek out and take advantage of
business opportunities that may have had the potential for profit, and to
acquire such businesses, or a controlling interest therein.
On June 18, 1999, a change in control of the Company occurred, in conjunction
with closing under a Reorganization and Stock Purchase Agreement between the
Company and Workfire.com, a Nevada corporation ("Workfire-Nevada"). As the
result of a Reorganization and Stock Purchase Agreement, the Company acquired
89% of the issued and outstanding shares of Workfire-Nevada and the former
shareholders of Workfire-Nevada obtained control over the Company. On November
5, 1999, the board of directors of the Company approved a resolution to
distribute all of the shares of Workfire-Nevada owned by the Company, pro rata
to the Company's shareholders (the "Share Distribution"). The Share Distribution
was made to shareholders of record as at the close of business on November 12,
1999. As a result of the Share Distribution, the financial statements of the
Company prior to the Share Distribution are not necessarily indicative of the
Company's current or future operations.
As of the date of this report the Company had no source of income and must rely
entirely upon loans and equity investments from affiliates to pay operating
expenses.
Accordingly, the financial statements for the period from inception to June 30,
2000, included in the Company's June 30, 2000 unaudited financial statements,
include the operations and cash flows of Workfire-Nevada, combined with those of
the parent (the shell company) from the deemed acquisition for accounting
purposes on June 18, 1999 to November 12, 1999. The comparative figures for the
six month period ended June 30, 1999 are those of Workfire-Nevada and its
subsidiaries.
PLAN OF OPERATION
The Company currently has no capital to fund operations or on-going expenses.
The Company must rely upon loans and investments from affiliates to pay
operating expenses. There are no assurances that such affiliates will continue
to advance funds to the Company or will continue to invest in the Company's
securities. In the event the Company is unable to obtain additional
10
<PAGE>
financing it may be unable to identify and/or acquire a suitable business
opportunity. During the twelve months following the filing of this report,
management intends to seek to acquire assets or shares of an entity actively
engaged in a business that generates revenues, in exchange for the Company's
securities. The Company has not identified a particular acquisition target and
has not entered into any negotiations regarding such an acquisition. Management
intends to contact investment bankers, corporate financial analysts, attorneys
and other investment industry professionals through various media. None of the
Company's officers, directors, promoters or affiliates has engaged in any
preliminary contact or discussions with any representative of any other company
regarding the possibility of an acquisition or merger between the Company and
such other company as of the date of this report.
Due to the Company's intent to remain a shell company until a merger or
acquisition candidate is identified, it is anticipated that its cash
requirements will be minimal, and that all necessary capital, to the extent
required, will be provided by the directors, officers and/or shareholders of the
Company. The Company does not anticipate that it will have to raise capital or
acquire any plant or significant equipment in the next twelve months, unless a
merger or acquisition target is identified.
LIQUIDITY
The Company's cash flows from operating activities during the six months ended
June 30, 2000 and 1999 were $10,676 and $(348,602), respectively. The increase
from 1999 to 2000 is primarily attributed to a decrease in the Company's net
loss during 2000 (due to the Company's divestiture of its ownership in
Workfire-Nevada). The Company's cash flows from financing activities during 2000
and 1999 were $(10,676) and $225,896, respectively. During 2000 services were
performed for Workfire-Nevada which had been prepaid. The Company decreased the
amount of the prepaid expense and reduced its liability due to a related party
as the services were performed. As of June 30, 2000, the prepaid expenses had
been eliminated. During the six month period ended June 30, 1999, the Company's
financing activities consisted primarily of the issuance of common shares for
cash, in the amount of $262,667.
At June 30, 2000 the Company had a working capital deficiency of $21,250,
compared to a working capital deficiency of $10,722 at December 31, 1999. The
decrease in working capital is primarily the result of a decrease in prepaid
expenses relating to the services provided to Workfire-Nevada by third parties
(which were prepaid by the Company) and a decrease in amounts due to related
party. Workfire-Nevada was the Company's operating subsidiary and the loss of
the operating subsidiary has left the Company with no material assets.
Since the Company has no significant source of revenue, working capital will
continue to be depleted by operating expenses. See "Results of Operations"
below. The Company presently has no external sources of cash and is dependent
upon its management and shareholders for funding.
11
<PAGE>
ASSETS
At June 30, 2000, the Company had no assets, compared to total assets of $25,206
at December 31, 1999. All of the Company's assets at December 31, 1999,
consisted of prepaid expenses relating to professional fees by third parties for
services which were to be performed for Workfire-Nevada. As of the date of this
report, the Company has no assets.
RESULTS OF OPERATIONS
The Company has no current operations and has not generated any revenue from its
operations since the Share Distribution. The Company must rely entirely upon
loans from affiliates to pay operating expenses.
During the six month period ended June 30, 2000, the Company incurred a net loss
of $10,528. Due to the Share Distribution, as of the date of this report, the
Company essentially has no operations and no source of revenue. The Company
continues to incur professional fees and other expenses. If the Company does not
find a suitable acquisition target or other source of revenue, the Company will
continue to incur net losses and may have to cease operations entirely. This
factor, among others, raises substantial and compelling doubt about the
Company's ability to continue as a going concern.
The Company's ability to continue as a going concern is dependent upon its
ability to generate sufficient cash flow to meet its obligations on a timely
basis, to identify and close an acquisition with a suitable target company,
obtain additional financing or refinancing as may be required, and ultimately to
attain profitability. There are no assurances that the Company will be able to
identify a suitable acquisition target, close such acquisition, obtain any such
financing or, if the Company is able to obtain additional financing, that such
financing will be on terms favorable to the Company. The inability to obtain
additional financing when needed will have a material adverse effect on the
Company's operating results.
12
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not Applicable.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Not Applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Applicable.
ITEM 5. OTHER INFORMATION
Not Applicable.
13
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A) EXHIBITS
REGULATION CONSECUTIVE
S-B NUMBER EXHIBIT PAGE NUMBER
3.1 Articles of Incorporation, as amended(3) N/A
3.2 Bylaws(1) N/A
4.1 Warrant Agent Agreement(1) N/A
4.2 Specimen Class A Warrant Certificate(1) N/A
4.3 Specimen Class B Warrant Certificate(1) N/A
4.4 Stock Option Plan(3) N/A
11 Statement Re: Computation of Per Share Earnings See Financial
Statements
27 Financial Data Schedule 16
99.1 Reorganization and Stock Purchase Agreement(2) N/A
-------------------------
(1) Incorporated by reference from the Registration Statement on Form 10-SB
filed with the Securities and Exchange Commission on March 4, 1998.
(2) Incorporated by reference from the Current Report on Form 8-K filed with
the Securities and Exchange Commission dated June 18, 1999.
(3) Incorporated by reference from the Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1999, filed with the Securities and
Exchange Commission.
B) REPORTS ON FORM 8-K:
None.
14
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
BCS Investment Corporation
Date: August 21, 2000 By: /s/ Philip Stern
-------------------------------------------------------------------------------
Philip Stern
Secretary, Treasurer
(Principal Financial and
Accounting Officer)
15
<PAGE>
Exhibit 27
Financial Data Schedule
