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 October 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 December 15, 2000, there were 815,000 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
October 31, 2000
Page
Part I: Financial Information...............................................2
Item 1. Financial Statements ..........................................3
Balance Sheets- October 31,2000 (Unaudited) and
April 30, 1999 (Unaudited)...................................3
Statements of Operations -
Three months ended October 31, 2000 and 1999
(unaudited) and Six months ended
October 31, 2000 and 1999 (unaudited)........................4
Statements of Stockholders' Equity
From April 15, 1999 through October 31,2000.......................5
Statements of Cash Flows -
Three months ended October 31, 2000 and 1999
(unaudited) and Six months ended
October 31, 2000 and 1999 (unaudited)........................6
Notes to Financial Statements ....................................
Item 2. Management's Plan of Operation ................................7
Part II: Other Information ...............................................8
Item 1. Legal Proceedings ...........................................8
Item 2. Changes in Securities .......................................8
Item 3. Defaults Upon Senior Securities .............................8
Item 4. Submission of Matters to a Vote of Security Holders..........8
Item 5. Other Information ...........................................8
Item 6. Exhibits and Reports on Form 8-K ............................9
Signatures .................................................................9
<PAGE 3>
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
BF ACQUISITION GROUP III, INC.
(A Development Stage Company)
BALANCE SHEET
<TABLE>
<CAPTION>
October 31, April 30,
2000 2000
------------ ------------
<S> <C> <C>
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 644 $ 1,082
------------ -------------
Total assets $ 644 $ 1,082
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Accrued Expenses $ 952 $ 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 805 795
Additional paid-in capital 4,136 3,646
Deficit accumulated during the
development stage (5,249) (4,009)
------------ -----------
Total stockholders' equity (308) 432
------------ -----------
Total liabilities and stockholders'
equity $ 644 $ 1,082
============= ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE 4>
BF ACQUISITION GROUP III, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
Three months Three months Six months Six months
ended ended ended ended
October 31, October 31, October 31, October 31,
1999 2000 1999 2000
------------- ------------- ------------ ------------
<S> <C> <C> <C> <C>
(unaudited) (unaudited) (unaudited) (unaudited)
Revenues $ - $ - $ - $ -
General and administrative
expenses 745 345 1,240 2,022
------------- ------------- ----------- -------------
Loss before income tax
provision (745) (345) (1,240) (2,022)
Provision for income taxes - - - -
-------------- ------------- -------------- -------------
Net loss $ (745) $(345) $(1,240) $(2,022)
============= ============== =========== =============
Basic and diluted loss
per common share:
Basic and diluted loss
per common share $ (0.0009) $(0.0004) $(0.0016) $(0.0026)
============= ============== =========== ============
Weighted average number
of common shares outstanding 801,957 785,000 798,478 772,283
------------- -------------- ----------- -------------
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE 5>
BF ACQUISITION GROUP III, INC.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
<S> <C> <C> <C>
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 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
========== ========== =========== =============== ===========
Sale of 10,000 shares
of common stock 10,000 10 490 500
Net loss (1,240) (1,240)
---------- ---------- ----------- --------------- ------------
Balance, October 31,2000 805,000 $ 805 $ 4,136 $(5,249) $ (308)
========== ========== =========== =============== ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE 6>
BF ACQUISITION GROUP III, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Three months Three months Six months Six months
ended ended ended ended
October 31, October 31, October 31, October 31,
2000 1999 2000 1999
------------- ------------ ------------ -------------
<S> <C> <C> <C> <C>
(unaudited) (unaudited) (unaudited) (unaudited)
Cash flows from
operating activities:
Net loss $ (745) $ (345) $(1,240) $ (2,022)
Common stock issued for
services - - 69
Changes in liabilities:
Decrease in accrued expenses - 302 -
------------- -------------- ------------ -------------
Net cash used in
operating activities (745) (345) (938) (1,953)
------------- ------------- ------------ ------------
Cash flows from financing
activities:
Sale of common stock 500 500 2,500
-------------- -------------- ------------- -------------
Net cash provided by
financing activities 500 - 500 2,500
-------------- -------------- ------------- -------------
Net (decrease) increase
in cash and cash equivalents (245) (345) (438) 547
Cash and cash equivalents
at beginning of period 889 1,892 1,082 1,000
--------------- -------------- -------------- -------------
Cash and cash equivalents
at end of period $ 644 $ 1,547 $644 $1,547
=============== ============== ============== =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE 7>
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 $4,500. 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 8>
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 $3,800 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 $3,500 capital
infusion made to the Company pursuant to the private sale of 70,000 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.
To date, we have not yet identified a Target Business to effectuate a
Business Combination with. Therefore, we are unable predict our cash
requirements subsequent to a Business Combination with the unidentified
Target Business. Subsequent to the occurrence of a Business Combination, we
may be required to raise capital through the sale or issuance of additional
securities in order to ensure that we can meet our operating costs for the
remainder of our fiscal year. No commitments of any kind to provide additional
funds to our Company subsequent to a Business Combination have been made by
management, other shareholders or any other third person. Accordingly, we
cannot assure that additional funds will be available to us to allow us to
cover our expenses subsequent to a Business Combination. If we cannot meet our
operating costs subsequent to a Business Combination, unless we can obtain
additional capital, we may cease operations.
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 9>
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 October 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: December 15, 2000 /s/ David M. Bovi
------------------------
David M. Bovi,
Chief Executive Officer
Date: December 15, 2000 /s/ David M. Bovi
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David M. Bovi,
Chief Executive Officer