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 0-26853
BF ACQUISITION GROUP V, INC.
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(Exact name of small business issuer as
specified in its charter)
Florida 65-0913588
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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 805,000 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 V, 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 V, 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 $ 212 $1,082
------------ -------------
Total assets $ 212 $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 795 795
Additional paid-in capital 3,646 3,646
Deficit accumulated during the
development stage (5,181) (4,009)
------------ -----------
Total stockholders' equity (740) 432
------------ -----------
Total liabilities and stockholders'
equity $ 212 $ 1,082
============= ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE 4>
BF ACQUISITION GROUP V, 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 677 345 1,172 2,022
------------- ------------- ----------- -------------
Loss before income tax
provision (677) (345) (1,172) (2,022)
Provision for income taxes - - - -
-------------- ------------- -------------- -------------
Net loss $ (677) $(345) $(1,172) $(2,022)
============= ============== =========== =============
Basic and diluted loss
per common share:
Basic and diluted loss
per common share $ (0.0009) $(0.0004) $(0.0015) $(0.0026)
============= ============== =========== ============
Weighted average number
of common shares outstanding 795,000 785,000 795,000 772,283
The accompanying notes are an integral part of these financial statements.
<PAGE 5>
BF ACQUISITION GROUP V, INC.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <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
========== ========== =========== =============== ===========
Net loss (1,172) (1,172)
---------- ---------- ----------- --------------- ------------
Balance, October 31,2000 795,000 $ 795 $ 3,646 $(5,181) $ (740)
========== ========== =========== =============== ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE 6>
BF ACQUISITION GROUP V, 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 $ (677) $ (345) $(1,172) $ (2,022)
Common stock issued for
services - - 69
Changes in liabilities:
Decrease in accrued expenses - 302 -
------------- -------------- ------------ -------------
Net cash used in
operating activities (677) (345) (870) (1,953)
------------- ------------- ------------ ------------
Cash flows from financing
activities:
Sale of common stock - - - 2,500
-------------- -------------- ------------- -------------
Net cash provided by
financing activities - - - 2,500
-------------- -------------- ------------- -------------
Net (decrease) increase
in cash and cash equivalents (677) (345) (870) 547
Cash and cash equivalents
at beginning of period 889 1,892 1,082 1,000
--------------- -------------- -------------- -------------
Cash and cash equivalents
at end of period $ 212 $ 1,547 $212 $1,547
=============== ============== ============== =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE 7>
estimated, projected or otherwise indicated.
Item 2. Management's Plan of Operation.
OVERVIEW
The following discussion "Management's Plan of Operation" contains
forward-looking statements. The work "anticipate", "believe", "expect",
"plan", "intend", "estimate", "project", "will", "could", "may" and similar
expressions are intended to idenitfy 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 V, 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>
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 $3,700
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.
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>
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 V, INC.
Registrant
Date: December 15, 2000 /s/ David M. Bovi
David M. Bovi,
Chief Executive Officer
Date: December 15, 2000 /s/ David M. Bovi
David M. Bovi,
Chief Executive Officer
