UNITED STATES
SECURITIES EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10K
Annual Report Pursuant to Section 13 or 15 (d) of
the Securities Exchange Act of 1934
BIOINCUBATION CORP.
----------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 22-3656615
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
625 N. Michigan Avenue
Chicago, Illinois 60611
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number (312) 867-1052
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Securities to be registered pursuant to Section 12(g) of the Act:
Shares of Voting Common Stock
As of June 30, 2000, the following shares of the Registrant's
common stock were issued and outstanding:
25,000,000 shares authorized, $0.001 par value
6,000,000 issued and outstanding
<PAGE>
<PAGE>
PART I
Item 1. DESCRIPTION OF THE BUSINESS
HISTORY AND ORGANIZATION
BIOINCUBATION CORP.,(the "Company"), a development stage company,
was organized in October 1996 as Ecotech Solutions Inc., under
the laws of the State of Delaware, having the stated purpose of
engaging in any lawful act or activity for which corporations may
be organized under the General Corporation Law of Delaware. The
Company is a blank check company as defined by the Securities and
Exchange Commission. The definition of a blank check company is
one which has no specific business or plan other than to
consummate an acquisition of or merge into another business or
entity.
The Company was formed to take advantage of the under developed
biotechnology industry in the United Kingdom. The Company
believed that the biotech industry was underdeveloped on the
basis that there was a lack of funding and investors willing to
provide capital to this sector. Negative publicity which was
given to companies operating in this sector have reverberated
through the whole sector and have driven away investors who
previously may have sought to grant funding to innovative ideas
and technologies. The Company had identified certain technologies
which it wanted to pursue and carry out in the market place. The
products and technologies which the Company sought to develop
included: cellular tissue development for arthritis sufferers;
gene coding to detect cancer; hypothermia applications to be used
in cancer treatment and cervical smear testing. In December
1998, the Company decided to change its name to "Bioincubation
Corp." to better reflect the intended operation of the Company.
After the Company conducted preliminary research into the
biotech industry in the United Kingdom, it determined that the
industry as a whole was weak, consisting of only forty publicly
listed companies operating in the industry in the U.K., thereby
not warranting entry by the Company in this industry.
Also in December 1998, the Company sought to raise funds pursuant
to a private placement to accredited investors implement its
business plans and fund research of its concept by issuing
2,000,000 shares of common stock at $0.01. The Company was
successful in raising $16,000.00 and commenced conducting
research of its concept. Thereafter in May 1999, the initial
results into the state of the biotech industry in the UK had
shown that the industry was not as strong as expected.
It has thereafter decided by management that the Company
voluntarily become a reporting company with the Securities and
Exchange Commission in order to become more attractive and to
obtain a trading symbol from the NASD.
The directors is active in seeking potential business
opportunities with the intent to acquire or merge with such
businesses. The Company has begun to consider and investigate
potential business opportunities.
The advantages to the Company for being reporting with the
SEC is that the Company may disseminate information about itself
to the public and increases the Company's profile and
availability. This enhances the potential for raising funds and
garnishing investor interest. The disadvantages for being
reporting are the added time, expense and effort which are
required to fulfil the reporting requirements and obligations
accompanying such status. By becoming a reporting with the
Securities and Exchange Commission, the Company is able to
utilize information relating to its business activities to the
general public more easily through EDGAR. The Company believes
that this is a more effective method to disseminate information
to the public rather then engaging private investor relations
firms who would charge the Company substantial fees for their
services. The Company cannot afford to pay such fees at this
time. Additionally, because the information reported to the SEC
is subject to SEC guidelines, the Company believes that the
public regards such channel of dissemination to be more reliable
and realistic of the Company's activities.
In the event the Company acquires or consummates a merger
transaction, it may seek to undertake a public offering of its
common stock for the purpose of raising funding. In the event the
Company does undertake a public offering of its shares of common
stock, it shall file the requisite registration statements with
the Securities and Exchange Commission.
The Company currently has no full time employees. The
Company has three part time employees who provide their services
to the Company on an "as needed" basis.
Item 2. Description of Property
The Company uses office space for its executive offices at
two locations. The fair market value of the 200 square foot
office at The Studio, St. Nicholas Close, Elstree, Herts, UK is
$600 per month. Use of this office space began January 1, 1999.
The fair market value of the 300 square foot office at Suite 600,
625 N. Michigan Avenue, Chicago, Illinois is also $600 per
month. Use of this office space began January 1, 1999. The
Company receives use of these spaces free of charge from
its shareholders.
Item 3. Legal Proceedings
There are no legal proceedings are pending at this time.
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of security holders.
PART II
Item 5. Market for Common Equity and Related Stockholder
Matters
The Company is not aware of any quotations for its common stock,
now or at any time within the past two years. As of June 30,
2000, there were approximately 149 holders of record of the
issued and outstanding shares of Issuer's common stock. Issuer
has never paid a dividend on its outstanding equity. The Company
currently has no established public trading market for its common
stock.
Shareholders of the Company have not entered into any "lock-up"
letter agreement, which would prevent them from selling their
respective shares of the Company's common stock until such time
as the Company develops its business plan or consummates an
acquisition, alliance, merger or business transaction with
another entity.
Item 6. Management's Discussion and Analysis of Financial
Condition and Results of Operations
The Company's principal business purpose is to locate and
consummate a merger or alliance with a private entity. Because
of the Company's current status having no assets and no recent
operating history, in the event the Company does successfully
acquire or merge with an operating business opportunity, it is
likely that the Company's present shareholders will experience
substantial dilution and there will be a probable change in
control of the Company.
The Company has identified certain technologies which it wants to
pursue and develop for the market place. To identify these
technologies the Company's management conducted research and
inquiry in the bio technology field and assessed various key
facts which included potential products, the demand which exists
for them, the availability of such products as produced by other
entities and the financial aspects of producing such products.
The products and technologies include: cellular tissue
development for arthritis sufferers; gene coding to detect
cancer; hypothermia applications to be used in cancer treatment
and cervical smear testing. The Company has not taken any steps
toward developing its technology base. This will be done once
the Company has raised sufficient capital to allow such
development and allow the Company to expand its operations. When
sufficient capital has been raised the Company will begin to seek
new technologies and implement research and development.
Potential investors are alerted that any investment in the
Company is highly complex and risky. The Company has only
limited resources and no assets at this time making it very
difficult for the Company to find favorable opportunities. There
can be no assurance that the Company will be able to identify and
acquire any business opportunity which will ultimately prove to
be beneficial to the Company and its shareholders. The Company
will select any potential business opportunity based on
management's business judgment.
At this point the Company has not taken active steps towards
locating a merger or alliance candidate. Any target acquisition
or merger candidate of the Company will become subject to the
same reporting requirements as the Company upon consummation of
any such business combination. Thus, in the event that the
Company successfully completes an acquisition or merger with
another operating business, the resulting combined business must
provide audited financial statements for at least the two most
recent fiscal years or, in the event that the combined operating
business has been in business less than two years, audited
financial statements will be required from the period of
inception of the target acquisition or merger candidate.
The Company has no recent operating history and no representation
is made, nor is any intended, that the Company will be able to
carry on future business activities successfully. Further, there
can be no assurance that the Company will have the ability to
acquire or merge with an operating business, develop sustaining
business opportunities or acquire property that will be of
material value to the Company. In the opinion of management,
inflation has not and will not have a material affect on the
operations of the Company as it does not currently have any
significant assets, debt or income.
The next step to be taken by the Company will be to seek new
technologies and implement research. This will most likely be
done in conjunction with academic institutions, scientists and
professors. The Company believes that by moving towards the
development and identification of technology ideas, it will be
better suited to market these ideas and attract a potential
candidate to consummate a merger or alliance. It is also
believed that by working in conjunction with academic
institutions and technology individuals, the Company will be more
visible in the industry and attract a suitable candidate.
The Company competes with other entities which may consider
engaging in an initial public offering. The Company believes
that it would be more advantageous for such entities to enter
into an alliance or merger transaction with the Company, rather
than conducting an initial public offering, as the latter
requires substantial time, effort and expense which may not
necessarily benefit such an entity.
The Company may seek or target a potential merger candidate which
is outside the United States. It should be noted that there are
inherent risks which may arise for the Company in the event it
does engage in a business transaction with such an outside
entity. Factors relevant to international laws, foreign exchange
rates, duties, taxation and political stability of the targeted
entity's country will all be considered to determine the impact
of such factors on the Company. In the event the Company
believes, in its discretion, that any of the aforementioned
factors create a substantial and uncertain risk for the Company,
then any business transaction with such targeted entity shall not
proceed. Each targeted entity outside the United States will be
evaluated on a case by case basis by the Company to consider the
risks and factors inherent to consummating a business transaction
with such entity.
Because the Company lacks funds and significant assets, it may be
necessary for the officers and directors to either advance funds
to the Company or to accrue expenses until such time as the
Company begins to generate sufficient income to cover such
expenses. Management intends to hold expenses to a minimum and
to obtain services on a contingency basis when possible.
Further, the Company's directors will forego any compensation
until such time as the Company begins to generate sufficient
income to cover such expenses. The contingency will be that
parties will be paid for their services upon the attainment of a
specific milestone by the Company to be agreed to with such
party. However, if the Company engages outside advisors or
consultants in search for business opportunities, it may be
necessary for the Company to attempt to raise additional funds.
There is no assurance that the Company will be able to obtain
additional funding when and if needed, or that such funding, if
available, can be obtained on terms acceptable to the Company.
The Company has not used any notices or advertisements in its
search for any business opportunities. In its search for a
merger or alliance candidate, the Company has utilized business
contacts, personal networking and seeking out entities in the
biotech industry.
The Company has had no discussions, understandings or agreements
with any consultant in regard to the Company's business
activities. The Company's officers in the past have not used any
particular consultants or advisers on a regular basis.
In the event the Company is required or needs to hire independent
consultants, the Company will consider as criteria for hiring
such consultant the area of expertise which it will require the
consultant to be knowledgeable with, the experience of the
consultant in the particular field, the education of the
consultant, the cost to the Company to retain such consultant and
the availability of the consultant for the purpose of devoting
its time and effort to the Company.
In the opinion of management, inflation has not and will not have
a material effect on the operations of the Company until such
time as the Company successfully completes an acquisition or
merger. At that time, management will evaluate the possible
effects of inflation on the Company as it relates to its business
and operations following a successful acquisition or merger.
In the event the Company consummates a merger transaction or
acquisition, the Company believes that there will be a change in
control in the Company. The Company believes that any merger
may include the new issuance of common stock in the Corporation
to a potential merger candidate followed by a reverse split of
the Company's issued common stock thereby effectively passing
control of the Company to the merged candidate. The Company
believes that, depending on the candidate targeted by the
Company, a candidate may require that the shareholders reduce the
percentage of their shareholding in order to consummate a
transaction. This would therefore cause the Company's current
shareholders to suffer dilution and the Company wishes to alert
prospective investors of this.
The Company does not intend to borrow funds for the purpose of
funding payments to the Company's promoters, management or their
affiliates or associates. In the event funds must be borrowed
by, the Company intends to use such funds to pay statutory, legal
and accountant fees expended by the Company.
Management does not anticipate actively negotiating or otherwise
consenting to the purchase of any portion of their common stock
as a condition to or in connection with a proposed merger or
acquisition. In the event management wishes to actively
negotiating or otherwise consenting to the purchase of any
portion of their common stock as a condition to or in connection
with a proposed merger or acquisition, this would need to be
disclosed to the Board of Directors and entered into the
Company's minutes. The Company intends to afford shareholders an
opportunity to approve or consent to any particular stock buy-
out transaction or merger. This means that the Company
intends shareholders to be given an opportunity to provide their
input and to consulted prior to the consummation of any merger or
alliance transaction.
There is a probability that there will be a change in control of
the Company upon the consummation of an acquisition, merger or
business transaction however the Company cannot predict or
estimate such a probability. The Company may decide to
relinquish control in the event it believes during negotiations
with another entity that a change in control would benefit the
Company's shareholders and advance the Company's business plan
for the purpose of attaining sustainable growth and revenue. In
such event, management intends to consult with its shareholders
to determine whether it would be advantageous to relinquish
control of the Company. This means that shareholders will be
given an opportunity to provide their input and to consulted
prior to the consummation of any merger or alliance transaction.
The Company has not adopted a policy relating to a cash finder's
fee to anyone who locates a transaction which is consummated by
the Company. The Company does not intend to issue securities
(debt or equity) as a finder's fee. Finder's fees will not be
payable to officers, directors or promoters of the company. For
this reason, no plan of action has currently been undertaken to
prevent any conflict of interest regarding the payment of such
fees to officers, directors or promoters of the company. This
means that finder's fees will not be payable to officers,
directors or promoters of the company and that no formal policy
or action, in way of by-laws or directives, have been created
reflecting this.
There is no present potential that the Company may acquire or
merge with a business or company in which the Company's
promoters, management or their affiliates or associates, directly
or indirectly, have an ownership interest. Existing corporate
policy does not permit such transactions, unless disclosed by the
individual with such interest and consent to by the Board of
Directors. This policy based upon an understanding between
management and the Board of Directors. Management is unaware of
any circumstances under which this policy, through its own
initiative, may be changed.
LIQUIDITY
The Company's viability as a going concern is dependent upon
raising additional capital, and ultimately, having net income.
The Company requires additional capital principally to meet its
costs for the implementation of its business plan, for general
and administrative expenses and to fund costs associated with its
start up. It is not anticipated that the Company will be able to
meet its financial obligations through internal net revenue in
the foreseeable future. The Company does not have a working
capital line of credit with any financial institution.
Therefore, future sources of liquidity will be limited to the
Company's ability to obtain additional debt or equity funding.
The Company anticipates that its existing capital resources will
enable it to maintain its current implemented operations for at
least 12 months, however, full implementation of its business
plan is dependent upon its ability to raise substantial funding.
Management's plan is to find and consummate a merger or business
acquisition in order to maximize the benefit of ownership by
shareholders in the Company.
To mitigate the uncertainty surrounding the Company's continued
existence during its early stage, and to the issues relating to
its liquidity, the Company plans to seek additional funding from
its shareholders, including possibly Channing Investments, at
such time when the Company requires additional funding to meet
its fiscal needs. Shareholders have indicated that they may
advance funds to the Company to meet its needs and the Company's
management feels that, if required, funding may be provided.
Investors should be alerted however that there are no guarantees
that such funding would be provided by the shareholders.
The Company has an arrangement with Channing Investments to
supply funds to the Company up to an amount of $50,000. The
Company may seek additional funding from its shareholders,
including possibly Channing Investments, at such time when the
Company requires additional funding to meet its fiscal needs.
Shareholders have indicated that they may advance funds to the
Company to meet its needs and the Company's management feels
that, if required, funding may be provided. Investors should be
alerted however that there are no guarantees that such funding
would be provided by the shareholders.
Channing Investments Ltd., a shareholder of the Company, will
lend up to $50,000 to the Company upon request. The loan is not
evidenced by a note. The informal agreement calls for no payment
of interest. The Company intends to repay the loan, in a lump
sum payment, from any fund raising that it may carry out or when
the company achieves sustainable revenue.
<PAGE>
Item 7. Financial Statements
REPORT OF INDEPENDENT AUDITORS
To the Board of Directors and Stockholders of Bioincubation Corp.
We have audited the accompanying balance sheet of Bioincubation
Corp., (a development stage company) as of June 30, 2000 and the
related statements of loss, cash flows and shareholders' equity
for the year then ended, and for the period from October 31, 1996
(inception) to June 30, 2000. These financial statements are the
responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standard require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidences supporting
the amounts and disclosures in the financial statements, An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Bioincubation Corp., as of June 30, 2000, and the results of
its operations and its cash flows for the year then ended and for
the period from October 31, 1996 (inception) to June 30, 2000 in
conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed
in Note 4 to the financial statements, the Company has losses
from operations and a net capital deficiency, which raise
substantial doubt about its ability to continue as a going
concern. Management's plans regarding those matters also are
described in Notes 4. The financial statements do not include
any adjustments that might result from the outcome of this
uncertainty.
Graf Repetti & Co., LLP.
New York, New York
September 19, 2000
<PAGE>
<PAGE>
BIOINCUBATION CORP.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEET
FOR THE YEARS ENDING JUNE 30, 2000 AND JUNE 30, 1999
<TABLE>
<CAPTION>
For the Year For the Year
Ended Ended
June 30, 2000 June 30, 1999
------------------------------
<S> <C> <C>
ASSETS
Current Assets
Cash $ 0 $ 0
Other Current Assets 0 0
---------- -----------
Total Current Assets 0 0
Other Assets 0 0
---------- -----------
Total Assets $ 0 $ 0
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts Payable $ 0 $ 0
Accrued Expenses 16,800 19,850
----------- -----------
Total Current Liabilities $16,800 19,850
Other Liabilities
Loan payable - Channing Investments
Note 5 38,650 0
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Total Liabilities $55,450 19,850
Stockholders' Equity
Common Stock, $.001 par value,
Authorized 25,000,000 Shares;
Issued and Outstanding 6,000,000
Shares 6,000 6,000
Additional Paid in Capital 13,700 10,100
Deficit Accumulated During
the Development Stage (75,150) (35,950)
----------- -----------
Total Stockholders' Equity (55,450) (35,950)
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT) $ 0 $ 0
The accompanying notes are an integral part of these financial
statements
</TABLE>
<PAGE>
<PAGE>
BIOINCUBATION CORP.
(A Development Stage Company)
CONDENSED STATEMENT OF LOSS
FOR THE YEARS ENDED JUNE 30, 2000 AND JUNE 30, 1999
AND FROM OCTOBER 31, 1996 (INCEPTION) TO JUNE 30, 2000
<TABLE>
<CAPTION>
For the Year For the Year From
Ended Ended Inception to
June 30, 2000 June 30, 1999 June 30, 2000
-------------- ----------------------------
<S> <C> <C> <C>
TOTAL REVENUES: $ 0 $ 0 $ 0
---------- ---------- ----------
OPERATING EXPENSES:
Accounting 7,250 2,600 9,850
Legal 17,500 10,000 27,500
Rent (Note 2) 14,400 7,200 21,600
Filing Fee 50 50 250
Research and development 0 12,000 12.000
Other Start Up Costs 0 4,000 4,000
---------- ---------- ----------
Total Operating Expenses $ 39,200 35,850 75,150
---------- ---------- ----------
NET LOSS $( 39,200) $( 35,850) $( 75,150)
NET LOSS PER SHARE $ (0.01) $ (0.01) $ (0.03)
---------- ---------- ----------
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 6,000,000 2,454,798 2,206,995
---------- ---------- ----------
The accompanying notes are an integral part of these financial
statements.
</TABLE>
<PAGE>
<PAGE>
BIOINCUBATION CORP.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED JUNE 30, 2000 AND
FROM OCTOBER 31, 1996 (INCEPTION) TO JUNE 30, 2000
<TABLE>
<CAPTION>
For the Year From
Ended Inception to
June 30, 2000 June 30, 2000
----------------- -----------------
<S> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES
Net Loss $( 39,200) $( 75,150)
-------- --------
Adjustments to Reconcile Net
Loss to Net Cash Used in
Operating Activities:
Changes in Assets and Liabilities
(Decrease)/Increase in
Accounts Payable and Accrued
Expenses (3,050) 16,800
-------- --------
Total Adjustments (3,050) 16,800
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Net Cash Used in
Operating Activities ( 42,250) ( 58,350)
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CASH FLOWS FROM
FINANCING ACTIVITIES:
Increase in Loan Payable -
Channing Investments 38,650 38,650
Proceeds from Issuance of
Common Stock 0 16,000
Paid in capital contributed
by shareholders:
For payment of accrued expenses 0 100
For rent 3,600 3,600
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Net Cash Provided by
Financing Activities 42,250 58,350
-------- --------
Net Change in Cash 0 0
Cash at Beginning of Period 0 0
Cash at End of Period $ 0 $ 0
-------- --------
SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION
Cash Paid During the Period
for Interest Expense $ 0 $ 0
-------- --------
Corporate Taxes $ 0 $ 0
-------- --------
The accompanying notes are an integral part of these financial
statements.
</TABLE>
<PAGE>
<PAGE>
BIOINCUBATION CORP.
(A Development Stage Company)
STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT)
FROM OCTOBER 31, 1996 (INCEPTION) TO JUNE 30, 2000
<TABLE>
<CAPTION>
Total
COMMON STOCK ISSUED Additional Accumulated Shareholders'
SHARES PAR VALUE Paid in Cap Deficit Equity
-------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NET INCOME(LOSS)
FOR YEAR ENDED
JUNE 30, 1997 0 $ 0 $ 0 $ (50) $ (50)
-------------------------------------------------------------
BALANCE
JUNE 30, 1997 0 $ 0 $ 0 $ (50) $ (50)
SHAREHOLDER
CONTRIBUTION 0 0 50 0 50
NET LOSS FOR THE
YEAR ENDED
JUNE 30, 1998 0 0 0 ( 50) ( 50)
-------------------------------------------------------------
BALANCE
JUNE 30, 1998 0 0 50 ( 100) ( 50)
ISSUANCE OF
4,000,000 SHARES
DEC.22, 1998 4,000,000 4,000 0 (4,000) 0
ISSUANCE OF
2,000,000 SHARES
APR.26, 1999 2,000,000 2,000 10,000 (12,000) 0
NET LOSS FOR THE
YEAR ENDED
JUNE 30, 1999 0 0 0 (19,850) (19,850)
-------------------------------------------------------------
BALANCE
JUNE 30, 1999 6,000,000 $6,000 $10,100 $(35,950) $(19,850)
SHAREHOLDER
CONTRIBUTION 0 0 3,600 0 3,600
NET LOSS FOR THE
YEAR ENDED
JUNE 30, 2000 0 0 0 (39,200) (39,200)
-------------------------------------------------------------
BALANCE
JUNE 30, 1999 6,000,000 $6,000 $13,700 $(75,150) $(55,450)
</TABLE>
The accompanying notes are an integral part of these financial
statements.
<PAGE>
<PAGE>
BIOINCUBATION CORP.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1999
NOTE 1 - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
A. DESCRIPTION OF COMPANY: Bioincubation Corp., ("the Company")
is a for-profit corporation incorporated under the laws of the
State of Delaware on October 31, 1996 as Ecotech Solutions, Inc.
On March 3, 1999 the Company changed its name to Bioincubation
Corp.
The Company is a development stage company and is also
considered a shell company at this time based upon the fact that
the Company has no significant assets. The Company's principal
business purpose is to locate and consummate a merger or
alliance with a private entity.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
A. BASIS OF PRESENTATION: Financial statements are prepared on
the accrual basis of accounting. Accordingly revenue is
recognized when earned and expenses when incurred.
B. USE OF ESTIMATES: The preparation of financial statements in
conformity with generally accepted accounting principles
requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly,
actual results could differ from these estimates. Significant
estimates in the financial statements include the assumption
that the Company will continue as a going concern. See Note 5.
NOTE 3 - USE OF OFFICE SPACE
The Company uses office space for its executive offices at two
locations. The fair market value of the 200 square foot office
at The Studio, St. Nicholas Close, Elstree, Herts, UK is $600
per month. Use of this office space began January 1, 1999. The
fair market value of the 300 square foot office at Suite 600,
625 N. Michigan Avenue, Chicago, Illinois is also $600 per
month. Use of this office space began January 1, 1999. The
amount for each office is reflected as an expense with a
corresponding credit to accrued expenses, as the shareholders
expect to be reimbursed in the future.
NOTE 4 - EARNINGS PER SHARE
For the Year From Inception
Ended To
June 30, 1999 June 30, 1999
--------------------------------------
Net Loss per share $(0.01) $(0.04)
NOTE 5 - LIQUIDITY
The Company's viability as a going concern is dependent upon
raising additional capital, and ultimately, having net income.
The Company's limited operating history, including its losses
and no revenues, primarily reflect the operations of its early
stage. As a result, the Company had from time of inception to
June 30, 1999 no revenue and a net loss from operations of
$35,950. As of June 30, 1999, the Company had a net capital
deficiency of $19,850.
The Company requires additional capital principally to meet its
costs for the implementation of its business plan, for general
and administrative expenses. It is not anticipated that the
Company will be able to meet its financial obligations through
internal net revenue in the foreseeable future. Bioincubation
Corp., does not have a working capital line of credit with any
financial institution. Therefore, future sources of liquidity
will be limited to the Company's ability to obtain additional
debt or equity funding. See Note 6.
Note 6 - SUBSEQUENT EVENT - LOAN PAYABLE
Channing Investments Ltd., a shareholder of the Company, will
lend up to $50,000 to the Company upon request. The loan is not
evidenced by a note. The informal agreement calls for no
payment of interest. As of June 30, 1999, no amount was
outstanding on the loan. After June 30, 1999, Channing
Investments Ltd., paid $12,500 of expenses on behalf of
Bioincubation Corp. The Company intends to repay the loan out
of any fund raising that it may carry out or when the company
achieves sustainable revenue.
Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
There have been no changes in, or disagreements with, accountants
on accounting and financial disclosure matters.
PART III
Item 9. DIRECTORS AND EXECUTIVE OFFICERS
Alan G R Bowen 54 President and Director None
Barbara Platts 71 Secretary None
All directors hold office until the next annual meeting of
stockholders and until their successors have been duly elected
and qualified. There are no agreements with respects to the
election of directors.
Set forth below is certain biographical information regarding the
Company's executive officers and directors:
Alan G.R. Bowen, the Company's president and director since 1997,
is a graduate in Mathematics from Birmingham University and
worked as a graduate trainee for Unilever before moving into
retailing with British Shoe Corporation, part of the Sears Group.
In 1971, he joined NSS Newsagents and progressed to become Retail
Director and then Group Managing Director. He left NSS
Newsagents after it was taken over by Gallahers Tobacco and
formed an independent Mayfair Cards, a greetings card company.
Alan G.R. Bowen is also a director of Mayfair Cards
(Waterlooville) Limited, a United Kingdom Corporation.
Barbara Platts has had a distinguished career in the marketing
and strategy of many companies, operating on a consultancy basis.
Barbara started her career in the 1960's and brings extensive
marketing experience to the Company. In the past she has
represented at senior level various companies in all stages of
development. She has had extensive experience in the software
industry and will use her vast associations to assist in moving
the company forward. She currently holds zero stock in the
Company.
To the best knowledge of management, during the past five years,
no present or former director or executive officer of the
Company:
(1) filed a petition under the federal bankruptcy laws or any
state insolvency law, nor had a receiver, fiscal agent or similar
officer appointed by a court for the business or present of such
a person, or any partnership in which he was a general partner at
or within two years before the time of such filing, or any
corporation or business association of which he was an executive
officer within two years before the time of such filing;
(2) was convicted in a criminal proceeding or named subject of a
pending criminal proceeding (excluding traffic violations and
other minor
offenses);
(3) was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently or temporarily enjoining him
form or otherwise limiting, the following activities:
(i) acting as a futures commission merchant, introducing broker,
commodity trading advisor, commodity pool operator, floor broker,
leverage transaction merchant, associated person of any of the
foregoing, or as an investment advisor, underwriter, broker or
dealer in securities, or as an affiliated person, director of any
investment company, or engaging in or continuing any conduct or
practice in connection with such activity; (ii) engaging in any
type of business practice; or (iii) engaging in any activity in
connection with the purchase or sale of any security or commodity
or in connection with any violation of federal or state
securities laws or federal commodity laws;
(4) was the subject of any order, judgment, or decree, not
subsequently reversed, suspended, or vacated, of any federal or
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state authority barring, suspending, or otherwise limiting for
more than 60 days the right of such person to engage in any
activity described above under this Item, or to be associated
with persons engaged in any such activity;
(5) was found by a court of competent jurisdiction in a civil
action or by the Securities and Exchange Commission to have
violated any federal or state securities law, and the judgment in
subsequently reversed, suspended, or vacate;
(6) was found by a court of competent jurisdiction in a civil
action or by the Commodity Futures Trading Commission to have
violated any federal commodities law, and the judgment in such
civil action or finding by the Commodity Futures Trading
Commission has not been subsequently reversed, suspended or
vacated.
The Company's Common Stock is registered pursuant to Section
12(g) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and in connection therewith, directors,
officers, and beneficial owners of more than 10% of the Company's
Common Stock are required to file on a timely basis certain
reports under Section 16 of the Exchange Act as to their
beneficial ownership of the Company's Common Stock.
Item 10. EXECUTIVE COMPENSATION
SUMMARY
The Company has not had a bonus, profit sharing, or deferred
compensation plan for the benefit of its employees, officers or
directors. The Company has not paid any salaries or other
compensation to its officers, directors or employees for the year
ended April 30, 2000, nor at any of its officers, directors or
any other persons and no such agreements are anticipated in the
immediate future. It is intended that the Company's directors
will forego any compensation until such time as the Company
accumulates significant revenues and income to warrant the
payment of compensation to its directors. As of the date hereof,
no person has accrued any compensation from the Company.
COMPENSATION TABLE: None; no form of compensation was paid to any
officer or director at any time during the last two fiscal years.
CASH COMPENSATION
There was no cash compensation paid to any director or executive
officer of the Company during the two fiscal years ended April
30, 2000.
BONUSES AND DEFERRED COMPENSATION: None.
COMPENSATION PURSUANT TO PLANS: None.
PENSION TABLE: None.
OTHER COMPENSATION: None.
COMPENSATION OF DIRECTORS: None.
TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENT:
There are no compensatory plans or arrangements of any kind,
including payments to be received from the Company, with respect
to any person which would in any way result in payments to any
such person because of his or her resignation, retirement, or
other termination of such person's employment with the Company or
its subsidiaries, or any change in control of the Company, or a
change in the person's responsibilities following a change in
control of the Company.
Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth the information, to the best
knowledge of the Company as of May 31, 2000, with respect to
each person known by the Company to own beneficially more than 5%
of the Company's outstanding common stock, each director of the
Company and all directors and officers of the Company as a group.
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
---------------- -------------------- --------
Quality Worldwide Ltd. 600,000 10%
1 Great Cumberland Place
London, UK
(M. Griffiths)
Grademore Analysis Limited 600,000 10%
168 Church Road Hove
Sussex, UK
(H. Boylett)
Jubilee Systems Limited 600,000 10%
211 Eagle Place
Piccadilly, London UK
(K. Aluko)
Wing Capital Limited 670,000 11.2%
25 Turnbull Lane
Gibraltar
(J. Wing)
Channing Investments Limited 670,000 11.2%
S8 Int'l Business Ctre
Casenate Main Street
Gibraltar
(G. Cowan)
Bradwall Limited 650,000 10.8%
S8 Int'l Business Ctre
Casenate Main Street
Gibraltar
(Alan Bowen)
Melchrisea Holdings Limited 500,000 8.3%
25 Turnbull Lane
Gibraltar
(M. Driscoll)
Alan Bowen 165,000 2.8%
41 Bluebell Meadow
Sherwood, UK
The Company has been advised that each of the persons listed
above has sole voting, investment, and dispositive power over the
share indicated above. Percent of Class (third column above) is
based on 6,000,000 shares of common stock outstanding as of the
date of this filing.
Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
TRANSACTIONS WITH MANAGEMENT AND OTHERS.
To the best of Management's knowledge, during the fiscal year
ended April 30, 2000, there were no material transactions, or
series of similar transactions, since the beginning the Company's
last fiscal year, or any currently proposed transactions, or
series of similar transactions, to which the Company was or is to
be a party, in which the amount involved exceeds $60,000, and in
which any director or executive officer, or any security holder
who is known by the Company's common stock, or any member of the
immediate family of any of the foregoing persons, has an
interest.
CERTAIN BUSINESS RELATIONSHIPS:
During the fiscal year ended April 30, 2000, there were no
material transactions between the Company and its management.
INDEBTEDNESS OF MANAGEMENT:
To the best of Management's knowledge, during the fiscal year
ended April 30, 2000 there were no material transactions, or
series of similar transactions, since the beginning of the
Company's last fiscal year, or any currently proposed
transactions, or series of similar transactions, to which the
Company was or is to be a party, in which the amount involved
exceeds $60,000, and in which any director or executive officer,
or any security holder who is known by the Company to own of
record or beneficially more than 5% of any class of the company's
common stock, or any member of the immediate family of any of the
foregoing persons, has an interest.
TRANSACTIONS WITH PROMOTERS:
To the best Knowledge of management, no such transactions exist.
Item 13. FINANCIAL STATEMENTS, EXHIBITS AND REPORTS ON FORM 8-K
(A) FINANCIAL STATEMENTS
The Following financial statements are filed as part of this
registration statement:
Balance Sheet
Statement of Loss
Statement of Cash Flows
Statement of Shareholders' Equity (Deficit)
Selected Financial Data
(B) EXHIBITS AND INDEX OF EXHIBITS
The following exhibits are included in Item 13(c). Other
exhibits have been omitted since the required information is not
applicable to the registrant.
EXHIBIT
3 Certificate of incorporation and by-laws
11 Statement regarding computation of per share
earnings
27 Financial Data Schedule
(C) REPORTS ON FORM 8-K
No Report on Form 8-K was filed during the fourth quarter of the
period for which this Annual Report is filed.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized. The undersigned is an
officer of Westminster Auto Retailers, Inc., has read the
statements contained in this Registration statement and states
that the contents are true to the undersigned's own knowledge.
LONDON SOFTWARE INDUSTRIES INC.
----------------------
(Registrant)
Date: November 7, 2000
By: /s/ Alan Bowen
----------------------
President
