UNITED STATES
SECURITIES EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
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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 September 30, 2000
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BIOINCUBATION CORP.
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(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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As of September 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 shares issued and outstanding
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INDEX
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements . . . . . . . . . . . . . . . . .3
CONDENSED CONSOLIDATED BALANCE SHEET . . . . . . . . .4
CONDENSED CONSOLIDATED INCOME STATEMENT. . . . . . . .5
STATEMENT OF CASH FLOWS. . . . . . . . . . . . . . . .6
Note 1. NATURE OF BUSINESS AND SIGNIFICANT
ACCOUNTING POLICIES. . . . . . . . . . . . .8
Note 2. USE OF OFFICE SPACE. . . . . . . . . . . . .8
Note 3. EARNINGS PER SHARE. . . . . . . . . . . . . 8
Note 4. LIQUIDITY . . . . . . . . . .. . . . . . . .9
Item 2. Management's Discussion And Analysis or Plan of
Operations. . . . . . . . . . . . . . . . . . . . . .10
PART II - OTHER INFORMATION
Item 1. Legal Proceedings. . . . . . . . . . . . . . . . . . 13
Item 2. Changes in Securities. . . . . . . . . . . . . . . . 13
Item 3. Defaults upon Senior Securities. . . . . . . . . . . 13
Item 4. Submission of Matters to a Vote of
Security Holders . . . . . . . . . . . . . . . . . . 13
Item 5. Other information. . . . . . . . . . . . . . . . . . 13
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . 13
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
To the Board of Directors of BIOINCUBATION CORP.
We have reviewed the accompanying balance sheet of Bioincubation
Corp., (a development stage company) as of September 30, 2000 and
the related statements of loss and accumulated deficit, and cash
flows for the three months then ended, in accordance with
Statements on Standards for Accounting and Review Services issued
by the American Institute of Certified Public Accountants. All
information included in these financial statements is the
representation of the management of Bioincubation Corp.
A review consists principally of inquiries of Company personnel
and analytical procedures applied to financial data. It is
substantially less in scope than an audit in accordance with
generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements
taken as a whole. Accordingly, we do not express such an
opinion.
Based on our review, we are not aware of any material
modifications that should be made to the accompanying financial
statements in order for them to be in conformity with generally
accepted accounting principles.
Graf Repetti & Co., LLP
Dated: New York, New York
November 21, 2000
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BIOINCUBATION CORP.
CONDENSED CONSOLIDATED BALANCE SHEET
<TABLE>
As Of As Of
September 30, 2000 June 30, 2000
(Unaudited) (Audited)
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<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
Current Liabilities
Accounts Payable $0 $0
Accrued Expenses 21,062 16,800
_________ ________
Total Current Liabilities 21,062 16,800
Loan Payable - Note 5 38,650 38,650
_________ ________
Total Liabilities 59,712 55,450
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 17,300 13,700
Deficit Accumulated During the
Development Stage (83,012) (75,150)
_________ ________
Total Stockholders' Equity (59,712) (55,450)
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $0 $0
</TABLE>
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BIOINCUBATION CORP.
CONDENSED CONSOLIDATED STATEMENT OF INCOME (LOSS)
<TABLE>
For the 3 Mos Ended For the 3 Mos Ended
September 30 March 31
2000 1999 2000 1999
<S> <C> <C> <C> <C>
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TOTAL REVENUES: $ 0 0 0 N/A
OPERATING EXPENSES:
Accounting 1,750 1,500 1,500 N/A
Legal 2,500 2,500 2,500
Rent Expense-Note 2 3,600 3,600 3,600
Research and Devel. 0 0 0
Other Start Up 0 0 0
Filing Fee 12 12 12
________ _______ ________ ________
NET LOSS ( 7,862) (7,613) ( 7,612) N/A
DEFICIT - Beginning
of period (75,150) (35,950) (51,176)
________ _______ ________ _______
DEFICIT - End of
period (83,012) (43,563) (58,788) N/A
NET LOSS PER SHARE (.00) (.00) (.00)
Weighted Average
Number of Shares
Outstanding 6,000,000 6,000,000 6,000,000
</TABLE>
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BIOINCUBATION CORP.
STATEMENT OF CASH FLOWS (unaudited)
<TABLE>
For the three For the three
Months Ended Months Ended
to to
September 30, 2000 September 30, 1999
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<S> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Loss $( 7,862) $(7,613)
Adjustments to Reconcile Net Loss
to Net Cash Used in operating
Activities:
Changes in Assets and Liabilities:
Decrease in Accrued Expenses (4,887)
Increase in Accrued Expenses ( 4,262)
________ __________
Total Adjustments ( 4,262) (4,887)
Net Cash Used in
Operating Activities ( 3,600) (12,500)
CASH FLOWS FROM FINANCING
ACTIVITIES:
Paid in Capital contributed by
shareholders for rent 3,600
Increase in Loan Payable-
Note 5 - 12,500
________ __________
Net Cash Provided
by Financing Activities 3,600 12,500
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
</TABLE>
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BIOINCUBATION CORP.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
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.
B. Basis of Presentation
Financial statements are prepared on the accrual basis of
accounting. Accordingly, revenue is recognized when earned and
expenses when incurred.
C. 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 ind 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 2 - 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, United Kingdom
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 3 - EARNINGS PER SHARE
FOR THE THREE MONTHS ENDED
September 30, 2000
Net Loss Per Share $ (0.00)
NOTE 4 - 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 September
30, 2000 no revenue and a net loss from operations of ($83,012).
As of September 30, 2000, the Company had a net capital
deficiency of ($59,712).
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 5.
NOTE 5 - LOAN PAYABLE - CHANNING INVESTMENTS LTD.
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 September 30, 2000, Channing Investments
Ltd., had paid $38,650 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.
NOTE 6 - NON CASH FINANCIAL TRANSACTIONS
Non-cash financing transactions consisting of the cost of
contributed rent and the related additional paid in capital
contributed by shareholders have been included in expenses and
additional paid in capital, respectively, in the accompanying
financing statements. These are valued at $3,600.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION
RESULTS OF OPERATIONS
During the last quarter, the Company has sought to raise funding
for implementing its plans to develop its technology base and to
locate another entity to consummate a merger transaction or
alliance. 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.
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.
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. 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.
SUBSEQUENT EVENT
On November 16, 2000, the Company entered into an agreement with
Netmedia Developments Limited, (hereinafter "Netmedia") a company
incorporated under the laws of the United Kingdom, whereunder the
Company is to acquire all of the outstanding shares of common
stock of Netmedia. The agreement provides for the issuance of
13,000,000 post reverse split shares of the Company in exchange
for the outstanding shares of common stock of Netmedia. Prior to
the issuance of the shares to Netmedia, the Company proposes to
effectuate a 3 for 1 reverse split of its outstanding shares of
common stock. The transaction is subject to the approval of the
shareholders of both entities. In the event the proposed
transaction is approved by the shareholders of both entities,
then control of the Company would pass to the shareholders of
Netmedia. As of the date of this filing, shareholders have not
yet voted on approving the transaction. Also subject to closing
of the proposed transaction, the company will change its name to
Nemco Inc.
Netmedia is a internet related company, formed in March 1999,
which invests and manages internet related businesses primarily
focusing on family and children oriented content. Its
comprehensive directory is provided to commercial advertisers and
entities. Netmedia also derives revenue from commercial links as
well as advertisers who advertise on Netmedia's directory.
Netmedia also consists of five subsidiaries: Kids Events Ltd.,
Netmedia Consultants Ltd., Holdsafe Ltd., and Financial Info Ltd.
It has formed Kids Events Ltd., which operates an online internet
directory guide and weekly magazine focusing on events for
children under the age of fourteen.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
There are currently no pending legal proceedings against the
company.
Item 2. Changes in Securities
The Company has voted to cancel and deem as forfeited 2,000,000
shares of common stock allocated to various individuals and
entities for failing to satisfy their consideration requirements
in receipt of the shares. The cancellation and forfeiture of
these shares was undertaken pursuant to a resolution by the Board
of Directors of the Company passed on November 18, 2000 and
pursuant to Delaware General Corporation Law Section 164.
Item 3. Defaults upon Senior Securities
There has been no default in the payment of principal, interest,
sinking or purchase fund installment.
Item 4. Submission of Matters to a Vote of Security Holders
No matter has been submitted to a vote of security holders during
the period covered by this report.
The Company shall submit for shareholder approval the proposed
transaction entered into with Netmedia Developments Limited on
November 16, 2000.
Item 5. Other information
There is no other information to report which is material to the
company's financial condition not previously reported.
Item 6. Exhibits and Reports on Form 8-K
There are no exhibits attached and no reports on Form 8-K were
filed during the quarter for which this report is filed.
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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.
BIOINCUBATION CORP.
(Registrant)
Date: December 7, 2000
/s/ Julian Andrews
President
