SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 7, 2000
BABY'S BEST.COM, INC.
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(Exact name of registrant as specified in its charter)
MULLY CORPORATION
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(Former name of Registrant)
FLORIDA 0-25609 84-1381946
--------------------------- ------------------------ -------------------
State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
10 Fairway Drive, Suite 205
Deerfield Beach, Florida 33441
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (954)-360-7411
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12835 E. Arapahoe Road, Tower I, Penthouse
Englewood Colorado, 80112
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(Former name or former address, if changed since last report.)
<PAGE>
Item 7. Financial Statements and Exhibits.
---------------------------------
(a) Financial Statements of Businesses Acquired.
See attached.
(b) Pro Forma Financial Information.
See attached.
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.
BABY'S BEST.COM, INC.
Date: May 25, 2000 By: /s/ PATRICIA BISHOP
------------------------------
Patricia Bishop, President
<PAGE>
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Stockholders
Baby's Best Laboratory, Inc.
We have audited the accompanying balance sheet of Baby's Best Laboratory, Inc.,
(a development stage company) as of December 31, 1999, and the related
statements of operation, changes in stockholders' equity and cash flows for the
period from November 24, 1999 (inception) to December 31, 1999. 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 audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards 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, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides 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 Baby's Best Laboratory, Inc.,
as of December 31, 1999, and the results of its operations and its cash flows
for the period November 24, 1999 (inception) to December 31, 1999 in conformity
with generally accepted accounting principles.
Boca Raton, Florida
May 19, 2000
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<PAGE>
BABY'S BEST LABORATORY, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
DECEMBER 31, 1999
================================================================================
ASSETS
Assets:
Deposits $ 856
Organizational costs 738
-------
Total assets $ 1,594
=======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Loan payable - related party $ 1,463
-------
Total current liabilities 1,463
-------
Stockholders' equity:
Common stock voting, $1.00 par value; 1,000 authorized
shares; 1,000 shares issued and outstanding 1,000
Common stock non-voting, $0.00 par value; 1,000,000 authorized
shares; 1,000,000 shares issued and outstanding --
Deficit accumulated during the development stage (869)
-------
Total stockholders' equity 131
-------
Total liabilities and stockholders' equity $ 1,594
=======
See accompanying notes to financial statements.
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<PAGE>
BABY'S BEST LABORATORY, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
NOVEMBER 24, 1999 (INCEPTION) THROUGH DECEMBER 31, 1999
================================================================================
Revenue $ --
Selling, general and administrative expenses 869
-----
Loss from operations (869)
-----
Provision (benefit) for income taxes --
-----
Net loss $(869)
=====
See accompanying notes to financial statements.
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<PAGE>
<TABLE>
<CAPTION>
BABY'S BEST LABORATORY, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
NOVEMBER 24, 1999 (INCEPTION) THROUGH DECEMBER 31, 1999
================================================================================
COMMON STOCK
-------------------------------------------- ACCUMULATED
VOTING NON-VOTING DEFICIT
--------------------- -------------------- DEVELOPMENT
SHARES AMOUNT SHARES AMOUNT STAGE TOTAL
--------- --------- --------- -------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
Balance, November 24, 1999 -- $ -- -- $ -- $ -- $ --
Common stock issued 1,000 1,000 1,000,000 -- -- 1,000
Net loss - December 31, 1999 -- -- -- -- (869) (869)
--------- --------- --------- -------- --------- ---------
Balance, December 31, 1999 1,000 $ 1,000 1,000,000 $ -- $ (869) $ 131
========= ========= ========= ======== ========= =========
</TABLE>
See accompanying notes to financial statements.
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<PAGE>
BABY'S BEST LABORATORY, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
NOVEMBER 24, 1999 (INCEPTION) THROUGH DECEMBER 31, 1999
================================================================================
Cash flows from operating activities:
Net loss $ (869)
Adjustments to reconcile net loss to net
cash used by operating activities:
Amortization expense 13
Increase in deposits 856
----------
Net cash used by operating activities --
----------
Net increase (decrease) in cash --
Cash at beginning of period --
----------
Cash at end of period $ --
==========
Supplementary information:
Cash paid for:
Interest $ --
==========
Income taxes $ --
==========
See accompanying notes to financial statements.
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<PAGE>
NOTE 1 - DESCRIPTION OF BUSINESS AND DEVELOPMENT STAGE RISK
Baby's Best Laboratory, Inc. (the "Company") was incorporated on November 24,
1999 in the state of Florida. The Company intends to license and market infant
formula throughout the United States and in certain foreign markets. The Company
will also develop and market related products for infants, young adults and
senior citizens.
The Company has made no significant product sales to date. Since its inception,
the Company has been dependent upon the receipt of capital investment or other
financing to fund its continuing activities. In addition to the normal risks
associated with a new business venture, there can be no assurance that the
Company's product development will be successfully completed or that it will be
a commercial success. Further, the Company is dependent upon certain related
parties to provide continued funding and capital resources.
The Company merged with Mully Corporation on March 7, 2000 and the new
corporation formed was named Baby's Best.com, Inc. On May 12, 2000, Baby's Best
.com, Inc. changed its name to Baby's Best Laboratory, Inc.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash Equivalents
The Company considers all highly-liquid debt instruments with original
maturities of three months or less to be cash equivalents. As of December 31,
1999, the Company has no cash or cash equivalents.
Use of Estimates
The preparation of financial statements in conformity with general accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.
NOTE 3 - RELATED PARTY TRANSACTIONS
At December 31, 1999, the Company had an outstanding payable to an affiliate in
the amount of $2,463.
During the development stage ending December 31, 1999, the Company's corporate
officers and certain management services were provided by the Company's
shareholder/directors at no cost to the Company.
NOTE 4 - SUBSEQUENT EVENTS
On January 20, 2000, the Company amended its articles of incorporation to
increase the number of authorized non-voting common stock shares to 10,000,000
with a par value to $.001 per share.
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<PAGE>
NOTE 4 - SUBSEQUENT EVENTS, continued
On March 7, 2000, Mully Corporation ("Mully"), of Nevada, acquired all of the
outstanding common shares (voting and non-voting) of the Company. As
consideration, Mully issued an aggregate of 18,000,000 shares of common stock to
the shareholders of the Company. For accounting purposes, the acquisition has
been treated as an acquisition of Mully by the Company and as a recapitalization
of the Company. Mully changed its name to "Baby Best.com, Inc." and
reincorporated in Florida. The former shareholder of Baby's Best.com now has the
controlling interest in the surviving company.
On March 31, 2000, the Company borrowed $100,000 at 9% per annum from an
unrelated individual. The note is payable in full, including interest accrued,
on June 1, 2000.
On May 12, 2000, Baby's Best.com, Inc. changed its name to Baby's Best
Laboratory, Inc. by an amendment to its articles of incorporation filed with the
state of Florida.
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<PAGE>
BABY'S BEST LABORATORIES, INC.
PRO FORMA FINANCIAL STATEMENTS
================================================================================
The following Pro Forma Combined Balance Sheet of the Registrant has been
prepared by management of the Registrant based upon the balance sheets of the
Registrant as of December 31, 1999. The Pro Forma Combined Statement of
Operations was prepared based upon the statement of operations for the
Registrant for the year ended December 31, 1999. The pro forma statement of
operations also includes the proposed acquisition's statements of operations for
the year ended December 31, 1999. The pro forma statements give effect to the
transaction as if it were a reorganization of Baby's Best Laboratories, Inc. The
pro forma combined balance sheets give effect to the acquisition as if they had
occurred on December 31, 1999. The pro forma combined statement of operations
for the year ended December 31, 1999, gives effect to the acquisitions as if
they had occurred as of January 1, 1999. The balance sheet includes the
adjustment to record the reorganization.
The pro forma adjustments are based upon available information and
certain assumptions that management believes are reasonable. The pro forma
combined financial statements do not purport to represent what the combined
companies' financial position or results of operations would actually have been
had the reorganization occurred on such date or as of the beginning of the
period indicated, or to project the combined companies' financial position or
results of operations for any future period.
The Pro Forma financial statements have been prepared assuming the
reorganization had occurred at December 31, 1999. The statement of operations is
prepared assuming the acquisition occurred December 31, 1999.
On March 7, 2000, Mully Corporation ("Mully"), of Nevada, acquired all
of the outstanding common shares (voting and non-voting) of Baby's Best
Laboratories, Inc. (the "Company"). As consideration, Mully issued an aggregate
of 18,000,000 shares of common stock to the shareholders of the Company. For
accounting purposes, the acquisition has been treated as a reverse merger and a
reorganization of Baby's Best.com. Mully changed its name to "Baby's Best.com,
Inc." and reincorporated in Florida.
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<PAGE>
<TABLE>
<CAPTION>
Baby's Best Laboratories, Inc.
(A Development Stage Company)
Pro Forma Balance Sheet
December 31, 1999
Pro Forma Adjustments December 31,
Baby' Best --------------------- 1999
Mully Corp. Laboratories, Inc. Combined Dr Cr Pro Forma
----------- ------------------ -------- ------- ------- ------------
ASSETS
<S> <C> <C> <C> <C> <C> <C>
Other assets:
Organizational costs $ -- $ 738 $ 738 $ -- $ -- $ 738
-- 856 856 -- -- 856
--------------------------------------------------------------------------
Total other assets -- 1,594 1,594 -- -- 1,594
--------------------------------------------------------------------------
Total assets $ -- $ 1,594 $ 1,594 $ -- $ -- $ 1,594
==========================================================================
Pro Forma Adjustments December 31,
Baby' Best --------------------- 1999
Mully Corp. Laboratories, Inc. Combined Dr Cr Pro Forma
----------- ------------------ -------- ------- ------- ------------
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Loan payable-related party $ -- $ 2,463 $ 2,463 $ -- $ -- $ 2,463
Due to shareholder 500 -- 500 500(A) -- 0
--------------------------------------------------------------------------
Total current liabilities 500 2,463 2,963 500 -- 2,463
Stockholders' equity (deficit)
Common stock 50 1,000 1,050 50(A) -- 1,000
Additional paid-in capital 450 (1,000) (550) 450(A) -- (1,000)
Retained earnings (deficit) (1,000) (869) (1,869) -- 1,000(A) (869)
--------------------------------------------------------------------------
Total stockholders' equity (deficit) (500) (869) (1,369) 500 1,000 (869)
Total liabilities and stockholder's
--------------------------------------------------------------------------
Equity (deficit) $ -- $ 1,594 $ 1,594 $ 1,000 $ 1,000 $ 1,594
==========================================================================
Note: A - This entry is to record the merger of Mully Corp. and Baby's Best Laboratories, Inc.
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Baby's Best Laboratories, Inc.
(A Development Stage Company)
Pro Forma Statement of Operations
Year ended December 31, 1999
Pro Forma Adjustments December 31,
Baby' Best --------------------- 1999
Mully Corp. Laboratories, Inc. Combined Dr Cr Pro Forma
----------- ------------------ -------- ------- ------- -------------
<S> <C> <C> <C> <C> <C> <C>
Net sales $ -- $ -- $ -- $ -- $ -- $ --
Cost of sales -- -- -- -- -- --
-----------------------------------------------------------------------------
Gross profit -- -- -- -- -- --
General and administrative expenses 500 869 1,369 -- -- 1,369
-----------------------------------------------------------------------------
Income (loss) from operations (500) (869) (1,369) -- -- (1,369)
Income (loss) before income taxes (500) (869) (1,369) -- -- (1,369)
Provision for income taxes -- -- -- -- -- --
-----------------------------------------------------------------------------
Net income (loss) $ (500) $ (869) $(1,369) $ -- $ -- $ (1,369)
=============================================================================
Net loss per share (basic and diluted) -- $ --
========== ===========
Weighted average shares outstanding
2,000,000 20,000,000
========== ===========
</TABLE>
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