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 January 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 0-26849
BF ACQUISITION GROUP III, INC.
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(Exact name of small business issuer as
specified in its charter)
Florida 65-0913585
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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 March 13, 2000, 1999, there were 785,000 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 III, INC.
Form 10-QSB Index
January 31, 2000
Page
Part I: Financial Information...............................................3
Item 1. Financial Statements ..........................................3
Balance Sheets-
January 31,2000 (Unaudited) and April 30, 1999...............4
Statements of Operations -
Three months ended January 31, 2000
and from inception on April 15, 1999
through January 31, 1999 (unaudited).........................5
Statements of Stockholders' Equity
From April 15, 1999 through January 31,2000.......................6
Statements of Cash Flows -
Three months and nine months ended
January 31, 2000 and from inception
on April 15, 1999 through
January 31,2000(unaudited)..................................7
Notes to Financial Statements ...................................8
Item 2. Management's Plan of Operation ..............................11
Part II: Other Information .............................................12
Item 1. Legal Proceedings .........................................12
Item 2. Changes in Securities .....................................12
Item 3. Defaults Upon Senior Securities ..........................12
Item 4. Submission of Matters to a Vote of Security Holders.......12
Item 5. Other Information ........................................12
Item 6. Exhibits and Reports on Form 8-K ..........................13
Signatures ...............................................................13
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
<PAGE 3> I-1
BF ACQUISITION GROUP III, INC.
(A Development Stage Company)
INDEX
Balance Sheets
January 31, 2000 (unaudited) and April 30, 1999................I-2
Statements of Operations -
Three months ended January 31, 2000
and from inception on April 15, 1999 through
January 31, 2000 (unaudited)...................................I-3
Statement of Stockholders' Equity
From April 15, 1999 through January 31, 2000...................I-4
Statements of Cash Flows -
Three months and nine months ended January 31, 2000
and from inception on April 15, 1999 through
January 31, 2000 (unaudited)...................................I-5
Notes to Financial Statements..................................I-6
<PAGE 4> I-2
BF ACQUISITION GROUP III, INC.
(A Development Stage Company)
BALANCE SHEET
January, April 30,
2000 1999
___________ ___________
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 1,203 $ 1,000
----------- ----------
Total assets $ 1,203 $ 1,000
----------- ----------
----------- ----------
LIABILITIES AND STOCKHOLDERS' EQUITY
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,
785,000 and 700,000 shares issued
and outstanding at January 31, 2000
and April 30, 1999, respectively 785 700
Additional paid-in capital 3,156 672
Deficit accumulated during
the development stage (2,738) (372)
__________ ___________
Total stockholders' equity 1,203 1,000
__________ ___________
Total liabilities and
stockholders' equity $ 1,203 $ 1,000
------------ -----------
------------ -----------
The accompanying notes are an integral part of these financial statements.
<PAGE 5> I-3
BF ACQUISITION GROUP III, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(unaudited)
Period from
inception
Three months Nine months (April 15, 1999)
ended ended through
January 31, January 31, January 31,
2000 2000 2000
------------- ------------- -------------------
(unaudited) (unaudited) (unaudited)
Revenues $ -- $ -- $ --
General and
administrative
expenses 344 2,366 2,738
------------- -------------- ----------------
Loss before
income tax
provision (344) (2,366) (2,738)
Provision for
income taxes -- -- --
------------- --------------- ---------------
Net loss $ (344) $ (2,366) $ (2,738)
------------ -------------- ---------------
------------ -------------- ---------------
Basic and
dilutive loss
per common share:
Basic and
diluted loss
per common share $ (0.0004) $ (0.0031) $ (0.0036)
------------ --------------- --------------
------------ --------------- --------------
Weighted average
number of common
shares outstanding 785,000 772,283 766,500
------------ -------------- ---------------
------------ -------------- ---------------
The accompanying notes are an integral part of these financial statements.
<PAGE 6> I-4
BF ACQUISITION GROUP III, INC.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY
Deficit
Accumulated
Common Stock Additional during the Total
--------------- Paid-in Development Stockholders'
Shares Amount Capital Stage Equity
------------- --------- ----------- ----------- ------------
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 50,000
shares of
common stock 50,000 50 2,450 - 2,500
Common stock
issued for
services 35,000 35 34 69
Net loss - - - (2,366) (2,366)
---------- -------- --------- ---------- -----------
Balance,
January 31, 2000 785,000 $ 785 $ 3,156 $(2,738) $ 1,203
---------- -------- ---------- --------- -----------
--------- -------- ---------- --------- -----------
The accompanying notes are an integral part of these financial statements.
<PAGE 7> I-5
BF ACQUISITION GROUP III, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
Period from
inception
Three months Nine months (April 15,1999)
ended ended through
January 31, January 31, January 31,
2000 2000 2000
-------------- --------------- -----------------
(unaudited) (unaudited) (unaudited)
Cash flows from
operating activities:
Net loss $ (344) $ (2,366) ($2,738)
Common Stock Issued
for services -- 69 441
------------- --------------- ----------------
Net cash used in
operating activities (344) (2,297) (2,297)
Cash flows from
financing activities
Sale of common stock - 2,500 3,500
------------- ----------------- ----------------
Net cash provided by
financing activities - 2,500 3,500
------------- ----------------- ----------------
Net (decrease) increase in
cash and cash equivalents (344) 203 1,203
Cash and cash equivalents
at beginning of period 1,547 1,000 --
------------ -------------- -----------------
Cash and cash equivalents
at end of period $1,203 $1,203 $1,203
----------- -------------- ----------------
----------- --------------- ----------------
The accompanying notes are an integral part of these financial statements.
<PAGE 8> I-6
BF ACQUISITION GROUP III, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
1. ORGANIZATION AND BASIS OF PRESENTATION:
BF Acquisition Group III, 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 and nine months ended January 31, 2000
has not been audited by independent certified public accountants, but
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-SB (see File
Number 000-26849) 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 a valuation allowance.
<PAGE 9> I-6
BF ACQUISITION GROUP III, 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 February 16, 2000, no shares of preferred
stock have been issued and no preferences, limitations and relative rights
have been assigned.
<PAGE 10> I-6
BF ACQUISITION GROUP III, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(unaudited)
5. RELATED PARTY TRANSACTIONS:
Office Facilities
Office space was provided to the Company by a shareholder of the Company
at $150 per month from June through October 1999, and $100 per month from
November 1999 through January 2000.
<PAGE 11>
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 III, 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 $3,500. 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 12>
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 $2,297 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 $2,500 capital
infusion made to the Company pursuant to the private sale of 50,000 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 13>
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 January 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 III, INC.
Registrant
Date: March 13, 2000 /s/ David M. Bovi
----------------------
David M. Bovi,
Chief Executive Officer
Date: March 13, 2000 /s/ David M. Bovi
-----------------------
David M. Bovi,
Chief Executive Officer
