U.S. Securities and Exchange Commission
Washington, DC 20549
Form 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 31, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ---- to ----
Commission File number 0-26843
BF ACQUISITION GROUP I, INC.
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(Exact name of small business issuer as
specified in its charter)
Florida 65-0913582
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(State of other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
319 Clematis Street, Suite 812, West Palm Beach, Florida 33401
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(Address of principal executive offices)
(561) 655-0665
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(Issuer's telephone number)
(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 ___
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date: As of July
31, 2000, there were 795,000 shares of common stock, $0.001 par value, issued
and outstanding.
Transitional Small Business Disclosure Format (check one);
Yes __ No _X__
<PAGE 2>
BF ACQUISITION GROUP I, INC.
Form 10-QSB Index
July 31, 2000
Part I: Financial Information...............................................3
Item 1. Financial Statements ...........................................3
Balance Sheets-
July 31,2000 (Unaudited) and April 30, 2000...................4
Statements of Operations -
Three Months ended July 31, 2000
and July 31, 1999 (unaudited).................................5
Statements of Stockholders' Equity
From April 15, 1999 through July 31, 2000..........................6
Statements of Cash Flows -
Three months ended July 31, 2000
and July 31, 1999 (unaudited)......................................7
Notes to Financial Statements .....................................8
Item 2. Management's Plan of Operation .................................10
Part II: Other Information ................................................11
Item 1. Legal Proceedings ............................................11
Item 2. Changes in Securities ........................................11
Item 3. Defaults Upon Senior Securities ..............................11
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information ............................................11
Item 6. Exhibits and Reports on Form 8-K .............................12
Signatures ..................................................................12
<PAGE 3>
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
BF ACQUISITION GROUP I, INC.
[ A Development Stage Company ]
INDEX
Balance Sheets -
July 31, 2000 (unaudited) and April 30, 2000 .........................2
Statements of Operations -
Three months ended July 31, 2000
and July 31, 1999 (unaudited)............................................3
Statements of Stockholders' Equity
From April 15, 1999 through July 31, 2000................................4
Statements of Cash Flows -
Three months ended July 31, 2000
and July 31, 1999 (unaudited)............................................5
Notes to Financial Statements............................................6
<PAGE 4>
BF ACQUISITION GROUP I, INC.
(A Development Stage Company)
BALANCE SHEET
<TABLE>
<CAPTION>
July 31, April 30,
2000 2000
------------- ------------
(unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $489 $1,082
------------ ------------
Total assets $489 $1,082
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Accrued Expenses $552 $650
Stockholders'
equity:
Preferred stock, no par value;
5,000,000 shares
authorized; none issued or
outstanding -- --
Common stock $0.001 par value;
50,000,000 shares
authorized, 795,000 shares issued and
outstanding at July 31, 2000 and
April 30, 2000, respectively, 795 795
Additional paid-in capital 3,646 3,646
Deficit accumulated during the
development stage (4,504) (4,009)
-------------- ------------
Total stockholders'
equity (63) 432
------------- ------------
Total liabilities and stockholders'
equity $489 $1,082
============= ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE 5>
BF ACQUISITION GROUP I, INC
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
Three Three
months month
ended ended
July 31, July 31,
2000 1999
------------- ---------------
(unaudited) (unaudited)
<S> <C> <C>
Revenues $ - $ -
General and
administrative expenses 495 1,677
------------- --------------
Loss before income tax provision (495) (1,677)
Provision for income taxes -- --
-------------- --------------
Net loss $ (495) $ (1,677)
=============== ==============
Basic and diluted loss per
common share:
Basic and diluted loss per
common share $ (0.0006) $ (0.0022)
============== ==============
Weighted average number of common
shares outstanding
795,000 759,565
============= =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE 6>
BF ACQUISITION GROUP I, INC.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Deficit
Accumulated
Additional during the Total
Common Stock Paid-in Development Stockholders'
----------------------------------- Capital Stage Equity
Shares Amount
------------- ---------------- -------------- ------------- -----------
<S> <C> <C> <C> <C> <C>
Balance, April 15, 1999 - $ - $ - $ - -
Sale of 510,000 shares
of common stock 510,000 510 490 - 1,000
Common stock issued for
services 190,000 190 182 372
Net loss - - - (372) (372)
--------------- ----------------- --------------- ------------- -----------
Balance, April 30, 1999 700,000 $ 700 $ 672 $ (372) $ 1,000
=============== ================== =============== ============ ===========
Sale of 60,000 shares of
common stock 60,000 60 2,940 --- 3,000
Common stock issued for
services 35,000 35 34 69
Net loss - - - (3,637) (3,637)
-------------- ----------------- --------------- ------------- -----------
Balance, April 30, 2000 795,000 $ 795 $ 3,646 $ (4,009) $ 432
============== ================ ================ ============= ============
Net loss (495) (495)
-------------- ----------------- ---------------- ------------- ------------
Balance July 31, 2000 795,000 $ 795 $ 3,646 $ (4,504) $ (63)
============== ================= =============== ============= ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE 7>
BF ACQUISITION GROUP I, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Three months Three months
ended ended
July 31, July 31,
2000 1999
--------------- --------------
(unaudited) (unaudited)
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (495) $ (1,677)
Common stock issued for services - 69
Changes in liabilities:
Decrease in accrued expenses (98) -
-------------- --------------
Net cash used in operating
activities (593) (1,608)
---------------- ----------------
Cash flows from financing activities:
Sale of common stock - 2,500
--------------- -----------------
Net cash provided by financin
activities - 2,500
--------------- ----------------
Net (decrease) increase in cash
and cash equivalents (593) 892
Cash and cash equivalents at
beginning of period 1,082 1,000
---------------- -----------------
Cash and cash equivalents at
end of period $ 489 $ 1,892
================ ==================
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE 8>
BF ACQUISITION GROUP I, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(unaudited)
1. ORGANIZATION AND BASIS OF PRESENTATION:
BF Acquisition Group I, Inc., (the"Company"), a development stage
company, was organized in Florida on April 15, 1999 as a "shell" company
which plans to look for suitable business partners or acquisition candidates
to merge with or acquire. Operations since incorporation have consisted
primarily of obtaining the initial capital contribution by the founding
shareholders and coordination of activities regarding the SEC registration of
the Company.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
The information for the three months ended July 31, 2000 includes all
adjustments which are, in the opinion of management, necessary to a fair
statement of the results for the period.
Certain information and footnote disclosure normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been omitted pursuant to the requirements of the Securities
and Exchange Commission, although the Company believes that the disclosures
included in these interim financial statements are adequate to make the
information not misleading.
It is suggested that these consolidated financial statements should be read in
conjunction with the consolidated financial statements and notes thereto
included in the Company's Annual Report on Form 10-KSB (see File Number
000-26843) on file with the Securities and Exchange Commission.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Income Taxes
The Company accounts for income taxes in accordance with the Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes", which
requires the recognition of deferred tax liabilities and assets at currently
enacted tax rates for the expected future tax consequences of events that
have been included in the financial statements or tax returns. A valuation
allowance is recognized to reduce the net deferred tax asset to an amount that
is more likely than not to be realized. The tax provision shown on the
accompanying statement of operations is zero since the deferred tax asset
generated from the net operating loss is offset in its entirety by valuation
allowances.
<PAGE 9>
BF ACQUISITION GROUP I, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(unaudited)
Cash and Cash Equivalents
Cash and cash equivalents, if any, include all highly liquid debt
instruments with an original maturity date of three months or less at the
date of purchase.
Earnings Per Common Share
The Company follows the provisions of SFAS No. 128, "Earnings Per Share",
which requires companies with complex capital structures or common stock
equivalents to present both basic and diluted earnings per share ("EPS") on
the face of the income statement. Basic EPS is calculated as income
available to common stockholders divided by the weighted average number of
common shares outstanding during the period. Diluted EPS is calculated using
the "if converted" method for convertible securities and the treasury stock
method for options and warrants as previously prescribed by Accounting
Principles Board Opinion No. 15, "Earnings Per Share".
Statement of Comprehensive Income
A statement of comprehensive income has not been included, per SFAS 130,
"Reporting Comprehensive Income", as the Company has no items of other
comprehensive income.
3. LOSS PER COMMON SHARE:
Net loss per common share outstanding, as shown on the statement of
operations, is determined by the weighted average number of shares of common
stock outstanding during the period. Diluted loss per common share
calculations are determined by dividing loss available to common shareholders by
the weighted average number of shares of common stock and dilutive common
stock equivalents outstanding during the period.
4. CAPITAL STOCK:
Common Stock
The holders of the common stock are entitled to one vote per share and have
non-cumulative voting rights. The holders are also entitled to receive
dividends when, as, and if declared by the Board of Directors. Additionally,
the holders of the common stock do not have any preemptive right to subscribe
for, or purchase, any shares of any class of stock.
Preferred Stock
The Board of Directors of the Company is authorized to provide for the
issuance of the preferred stock in classes or series and, by filing the
appropriate articles of amendment with the Secretary of State of Florida, is
authorized to establish the number of shares to be included in each class or
series and the preferences, limitations and relative rights of each class or
series, which may include a conversion feature into common stock. This type
of preferred stock is commonly referred to as "blank check preferred stock".
As of September 6, 2000, no shares of preferred stock have been issued and
no preferences, limitations and relative rights have been assigned.
<PAGE 10>
BF ACQUISITION GROUPO I, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(unaudited)
5. RELATED PARTY TRANSACTIONS:
Office Facilities
The Company sub-leases office space on a month-to-month basis for a nominal
fee from a shareholder/executive officer of the Company.
Item 2. Management's Plan of Operation.
OVERVIEW
The following discussion "Management's Plan of Operation" contains
forward-looking statements. The words "anticipate," "believe," "expect,"
"plan," "intend," "estimate," "project," "will," "could," "may" and similar
expressions are intended to identify forward-looking statements. Such
statements reflect the Company's current views with respect to future events
and financial performance and involve risks and uncertainties. Should one or
more risks or uncertainties occur, or should underlying assumptions prove
incorrect, actual results may vary materially and adversely from those
anticipated, believed, expected, planned, intended, estimated, projected or
otherwise indicated.
The following is qualified by reference to, and should be read in conjunction
with the Company's financial statements, and the notes thereto, included
elsewhere in this Form 10-QSB, as well as the discussion hereunder
"Management's Plan of Operation".
PLAN OF OPERATION
BF ACQUISITION GROUP I, INC. (the "Company") is presently a development stage
company conducting virtually no business operation, other than its efforts to
effect a merger, exchange of capital stock, asset acquisition or other
similar business combination (a "Business Combination") with an operating or
development stage business ("Target Business") which desires to employ the
Company to become a reporting corporation under the Securities Exchange Act
of 1934. To date, the Company has neither engaged in any operations nor
generated any revenue. It receives no cash flow. The Company will carry out
its plan of business as discussed in Note 1. The Company cannot predict to
what extent its liquidity and capital resources will be diminished prior to the
consummation of a Business Combination or whether its capital will be further
depleted by the operating losses (if any) of the Target Business which the
Company effectuates a Business Combination with.
Since inception to the period covered by this report, the Company has
received a cash infusion of $4,000. With the exception of certain other
professional fees and costs related to a Business Combination, the Company
expects that it will incur minimal operating costs and meet its cash
requirements during the next 12 months. It is likely, however, that a
Business Combination might not occur during the next 12 months. In the event
the Company depletes its present cash reserves prior to the effectuation of a
Business Combination, the Company may cease operations and a Business
Combination may not occur. David M. Bovi, P.A., the Company's sub-lessor,
has agreed to waive all of the Company's rent payments, if necessary, in
order to preserve the Company's cash reserves. No commitments of any kind to
provide additional funds have been made by management, other present
shareholders or any other third person.
There are no agreements or understandings of any kind with respect to any
loans from officers or directors of the Company on behalf of the Company.
Accordingly, there can be no assurance that any additional funds will be
available to the Company to allow it to cover its expenses. In the event the
Company elects to raise additional capital prior to the effectuation of a
Business Combination, it expects to do so through the private placement of
restricted securities
<PAGE 11>
rather than through a public offering. The Company does not currently
contemplate making a Regulation S offering.
Since inception to the period covered by this report, all of the Company's
out of pocket expenses, which approximated $3,511 were paid pursuant to a
$1,000 capital infusion made to the Company by the Company's promoters in
exchange for 510,000 shares of Common Stock and $3,000 capital infusion made
to the Company pursuant to the private sale of 60,000 shares of Common Stock.
Since the Company's cash reserves are minimal, officers and director's of the
Company are compensated by the Company by issuances of stock in lieu of cash.
Presently, there are no arrangements or anticipated arrangements to pay any type
of additional compensation to any officer or director in the near future.
Regardless of whether the Company's cash assets prove to be inadequate to
meet the Company's operational needs, the Company might seek to compensate
providers of services by issuances of stock in lieu of cash.
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
Not Applicable
Item 2. Change in Securities
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
<PAGE 12>
Item 6. Exhibits and Reports on Form 8-K
(a) Financial Data Schedule.
(b) No reports on Form 8-K were filed during the quarter ended
July 31, 2000.
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.
BF ACQUISITION GROUP I, INC.
Registrant
Date: September 12, 2000 /s/ David M. Bovi
--------------------
David M. Bovi,
Chief Executive Officer
Date: September 12, 2000 /s/ David M. Bovi
---------------------
David M. Bovi,
Chief Executive Officer
