U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[x] Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of
1934
For the quarterly period ended September 30, 2000
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[ ] Transition Report under Section 13 or 15(d)of the Exchange Act For the
Transition Period from ________ to ___________
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Commission File Number: 000-30717
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BOPPERS HOLDINGS, INC.
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(Exact name of small business issuer as specified in its charter)
Nevada 88-0409261
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1801 E. Tropicana, Suite 9
Las Vegas, NV 89119
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(Address of principal executive offices)
(702) 893-2556
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(Issuer's telephone number)
Plainview Laboratories, Inc.
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(Former name or former address, if changed since last report.)
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Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or 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 [ ] No [X]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDING DURING THE PRECEDING FIVE YEARS
Check whether the Registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.
Yes [ ] No [ ]
1
<PAGE>
Common Stock, $.001 par value per share, 200,000,000 shares authorized,
5,062,275 issued and outstanding as of September 30, 2000. Preferred Stock,
$.001 par value per share, 20,000,000 shares authorized, none issued nor
outstanding as of September 30, 2000.
Traditional Small Business Disclosure Format (check one) Yes [ ] No [X]
NOTE: THIS AMENDMENT IS BEING FILED TO REFLECT THE INCLUSION OF THE
INDEPENDENT AUDITORS' REPORT.
2
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements................................. 3
Balance Sheet (unaudited)............................ 4
Statements of Operations (unaudited)................. 5
Statements of Cash Flows (unaudited)................. 6
Notes to Financial Statements........................ 7-9
Item 2. Management's Discussion and Analysis of Plan
of Operation.......................................... 10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.................................... 13
Item 2. Changes in Securities and Use of Proceeds............ 13
Item 3. Defaults upon Senior Securities...................... 13
Item 4. Submission of Matters to a Vote
of Security Holders.................................. 13
Item 5. Other Information..................................... 13
Item 6. Exhibits and Reports on Form 8-K...................... 13
Signatures...................................................... 14
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
(Financial Statements Commence on Following Page)
3
<PAGE>
Boppers Holdings, Inc.
(a Development Stage Company)
Balance Sheet
September 30, 2000 and December 31, 1999,
<TABLE>
<CAPTION>
BALANCE SHEET
September 30 December 31
2000 1999
------- -----------
Assets
<S> <C> <C>
Current assets
Cash $ 906 $ -
Total Assets $ 906 $ -
Liabilities and Stockholders' Equity
Liabilities $ - $ -
Stockholders' Equity
Common stock, $0.001 par value
200,000,000 shares authorized
5,062,275 shares issued
and outstanding 5,062 562
Preferred stock, $0.001 par value,
20,000,000 shares authorized
no shares issued and outstanding - -
Additional paid-in capital 496 4,896
Deficit (5,510) (5,458)
Total stockholders' equity 906 -
Total Liabilities and Stockholders' Equity $ 906 $ -
========= ========
</TABLE>
4
<PAGE>
Boppers Holdings, Inc.
(a Development Stage Company)
Statement of Operations
For the Nine Months Ending September 30, 2000,
For the Year Ending December 31, 1999,
and for the Period July 15, 1997 (Inception) to September 30, 2000
<TABLE>
<CAPTION>
STATEMENT OF OPERATIONS
Nine Months Year July 15, 1997
Ending Ending (Inception) to
Sept 30, December 31, Sept 30,
2000 1999 2000
<S> <C> <C> <C>
Revenue $ - $ - $ -
General and
administrative
expenses 52 - 5,510
Net loss $ (52) $ - $(5,510)
Weighted average
number of common
shares outstanding 5,062,275 5,062,275 4,589,784
Net loss per share $ - $ - $ -
</TABLE>
5
<PAGE>
Boppers Holdings, Inc.
(a Development Stage Company)
Statement of Cash Flows
For the Nine Months Ending September 30, 2000,
For the Year Ending December 31, 1999
and for the Period July 15, 1997 (Inception) to September 30, 2000
<TABLE>
<CAPTION>
STATEMENT OF CASH FLOWS
Nine Months Year July 15, 1997
Ending Ending (Inception) to
Sept 30, Dec. 31, Sept 30,
2000 1999 2000
<S> <C> <C> <C>
Cash flows from operating activities
Net loss $ (52) $ - $ (5,510)
Adjustment to reconcile net income
to net cash used - - 360
Net cash used by operating activities (52) - (5,150)
Cash flows from investing activities
Net cash provided (used)
by investing activities 858 - 858
Cash flows from financing activities:
Issuance of capital stock 5,098
Contributed capital received 100 100
Net cash provided by
financing activities 100 5,198
Net (decrease) increase in cash 906 906
Cash - beginning - - -
Cash - ending $ 906 $ - $ 906
Supplemental disclosures
Interest paid $ $ $
Income taxes paid $ $ $
Non cash financing activities:
Common stock increased due
to stock splits $ $ $ 94
Additional paid in capital
reduced due
to stock splits (94)
Common stock issued in exchange for
expenses paid 360
Total $ $ $ 360
</TABLE>
6
<PAGE>
Boppers Holdings, Inc.
(a Development Stage Company)
Notes to Financial Statements
September 30, 2000
Note 1 - History and organization of the company
The Company was organized on July 15, 1997 (Date of Inception) under the
laws of the State of Nevada, as Boppers Holdings, Inc. The Company has
limited operations, and in accordance with SFAS #7, the Company is considered
a development stage company.
Note 2 - Accounting policies and procedures
Accounting policies and procedures have not been determined except as follows:
Accounting method
-----------------
The Company reports income and expenses on the accrual method.
Estimates
---------
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 revenue and expenses
during the reporting period. Actual results could differ from those
estimates.
Cash and cash equivalents
-------------------------
The Company maintains a cash balance in a non-interest-bearing account
that currently does not exceed federally insured limits. For the purpose
of the statements of cash flows, all highly liquid investments with an
original maturity of three months or less are considered to be cash
equivalents. There are no cash equivalents as of September 30, 2000.
Reporting on the costs of start-up activities
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Statement of Position 98-5 (SOP 98-5), "Reporting on the Costs of Start-Up
Activities," which provides guidance on the financial reporting of start-up
costs and organizational costs, requires most costs of start-up activities
and organizational costs to be expensed as incurred. SOP 98-5 is effective
for fiscal years beginning after December 15, 1998. With the adoption of SOP
98-5, there has been no material effect on the Company's financial statements.
Loss per share
--------------
Net loss per share is provided in accordance with Statement of Financial
Accounting Standards No. 128 (SFAS #128) "Earnings Per Share". Basic loss
per share is computed by dividing losses available to common stockholders by
the weighted average number of common shares outstanding during the period.
As of September 30, 2000, the Company had no dilutive common stock equivalents,
such as stock options or warrants.
Dividends
---------
The Company has not yet adopted any policy regarding payment of dividends.
No dividends have been paid or declared since inception.
Year end
--------
The Company has adopted December 31 as its fiscal year end.
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<PAGE>
Boppers Holdings, Inc.
(a Development Stage Company)
Notes to Financial Statements
September 30, 2000
Note 3 - Income taxes
Income taxes are provided for using the liability method of accounting in
accordance with Statement of Financial Accounting Standards No. 109 (SFAS
#109) "Accounting for Income Taxes". A deferred tax asset or liability is
recorded for all temporary differences between financial and tax reporting.
Deferred tax expense (benefit) results from the net change during the year of
deferred tax assets and liabilities. There is no provision for income taxes
for the period ended September 30, 2000 due to the net loss and no state income
tax in Nevada, the state of the Company's domicile and operations.
Note 4 - Stockholder's equity
The Company is authorized to issue 200,000,000 shares of its $0.001 par value
common stock and it is authorized to issue 20,000,000 shares of its $0.001 par
value preferred stock.
On July 15, 1997, the Company issued 97,987 shares of its $0.001 par value
common stock to its founding stockholders.
On August 6, 1997, the Company sold 10,000 shares of its $0.001 par value
common stock in exchange for cash in the amount of $10,000. $10 is considered
common stock and $4,990 is considered additional paid-in capital.
On August 29, 1997, the board of directors authorized a 7.5 to 1 forward stock
split of its $0.001 par value common stock. The effect of the transaction
increased the issued and outstanding common stock by 701,915 shares, increased
the value of the common stock by $702, and decreased the value of the
additional paid-in capital by $702.
On November 26, 1997, the board of directors authorized a 4 to 1 reverse stock
split of its $0.001 par value common stock. The effect of the transaction
decreased the issued and outstanding common stock by 607,427 shares, decreased
the value of the common stock by $608, and increased the value of the
additional paid-in capital by $608.
On December 31, 1997, the Company issued 360,000 shares of its $0.001 par value
common stock in exchange for services rendered to the Company valued at $360.
On April 30, 2000, the Company received $100 from a stockholder. The amount is
considered additional paid-in capital.
On August 31, 2000, the board of directors authorized a 9 for 1 forward stock
Split of its $0.001 par value common stock. The effect of the transaction
increased the issued and outstanding common stock from 562,475 to 5,062,275.
This increased the number the issued and outstanding common stock by 4,499,800
shares, increased the value of the common stock by $4,500, and decreased the
value of the additional paid-in capital by $4,500.
There have been no other issuances of common stock.
Note 5 - Going concern
The Company's financial statements are prepared using the generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. Without realization of additional capital, it would be unlikely for
the Company to continue as a going concern. Certain stockholders have
committed to contribute sufficient capital to cover the Company's operating
expenses. The amounts provided are considered additional paid-in capital.
The officers and directors of the Company are involved in other business
activities and may, in the future, become involved in other business
opportunities. If a specific business opportunity becomes available, such
persons may face a conflict in selecting between the Company and their other
business interests. The Company has not formulated a policy for the resolution
of such conflicts.
8
<PAGE>
Boppers Holdings, Inc.
(a Development Stage Company)
Notes to Financial Statements
September 30, 2000
Note 6 - Warrants and options
There are no warrants or options outstanding to acquire any additional shares
of common stock.
Note 7 - Related party transactions
The Company does not own, lease, or rent any property. Office services are
provided without charge by a director. Such costs are immaterial to the
financial statements and, accordingly, have not been reflected therein.
9
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATIONS
Boppers Holdings, Inc. (the "Company") was originally incorporated on July
15, 1997, under the laws of the State of Nevada to engage in any lawful
corporate activity, including, but not limited to, selected mergers and
acquisitions.
The Company has been in the developmental stage since inception and has
no principal operations to date. Other than issuing shares to its
shareholders, the Company never commenced any operational activities.
As such, the Company's sole purpose during the past nine months was to
locate a merger or acquisition opportunity with a private entity. The Board
of Directors of the Company has elected to commence implementation of the
Company's principal business purpose described below under "Plan of
Operation."
In implementing a structure for a particular business acquisition, the
Company may become a party to a merger, consolidation, reorganization, joint
venture, or licensing agreement with another corporation or entity. It may
also acquire stock or assets of an existing business. On the consummation of a
transaction, it is probable that the present management and shareholders of
the Company will no longer be in control of the Company. In addition, the
Company's directors may, as part of the terms of the acquisition transaction,
resign and be replaced by new directors without a vote of the Company's
shareholders or may sell their stock in the Company. Any terms of sale of the
shares presently held by officers and/or directors of the Company will be also
afforded to all other shareholders of the Company on similar terms and
conditions. Any and all such sales will only be made in compliance with the
securities laws of the United States and any applicable state.
In November, 1999, the Company was approved for trading on the National
Quotation Bureau's Pink Sheets. In August, 2000, the Company signed an
"Agreement and Plan of Merger" between itself and Plainview Laboratories,
Inc., a fully reporting Nevada corporation, where Boppers Holdings, Inc.
became the successor company.
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<PAGE>
Loss Per Share - The Company adopted the provisions of Statement of
Financial Accounting Standards ("SFAS") No. 128, "Earnings Per Share" that
established standards for the computation, presentation and disclosure of
earnings per share ("EPS"), replacing the presentation of Primary EPS with
a presentation of Basic EPS. It also requires dual presentation of Basic
EPS and Diluted EPS on the face of the income statement for entities with
complex capital structures. The Company did not present Diluted EPS since
it has a simple capital structure.
Results of Operations
As of September 30, 2000, the Company has yet to generate any revenues. In
addition, until the Company can make a successful acquisition it does not
expect to generate any revenues.
In its most recent nine month operating period ended September 30, 2000, the
Company incurred a net loss of approximately $52. For the operating period
that ended September 30, 2000, the Company incurred a net loss of approximately
$52 and a positive cash flow of $858 from its acquisition of Plainview
Laboratories, Inc. It has yet to receive any revenues from operations. During
the period January 1, 2000 through September 30, 2000, the Company had a loss
of $52. This loss is in line with company expectations, as the Company has been
inactive.
Plan of Operation
During the Third Quarter the company signed a letter of intent to acquire
eSmart Systems Inc., a Nevada Corporation. eSmart Systems Inc. designs,
builds, operates and maintains systems that incorporate the use of smart cards.
eSmart Systems Inc. specializes in solutions to problems that can be solved by
the use of smart card technology. A smart card is a device that looks like a
normal credit card which carries information on a magnetic stripe. Like a
traditional credit card, the smart card uses an integrated circuit chip as its
main memory. The terms of the letter of intent require that the Company
finalize its acquisition during the Fourth Quarter of this fiscal year.
Liquidity and Capital Resources
The Company's primary sources of liquidity since its inception have been the
sale of shares of common stock from shareholders, which were used during the
period from inception (July 15, 1997) through September 30, 2000.
The Company is authorized to issue 200,000,000 shares of its $0.001 par value
common stock and it is authorized to issue 20,000,000 shares of its $0.001 par
value preferred stock. An Amendment to the Articles of Incorporation was filed
with the Nevada Secretary of State on August 11, 2000 to increase the number
of authorized shares stated.
On July 15, 1997, the Company issued 97,987 shares of its $0.001 par value
common stock to its founding stockholders.
On August 6, 1997, the Company sold 10,000 shares of its $0.001 par value
common stock in exchange for cash in the amount of $10,000.
On August 29, 1997, the board of directors authorized a 7.5 to 1 forward stock
split of its $0.001 par value common stock.
On November 26, 1997, the board of directors authorized a 4 to 1 reverse stock
split of its $0.001 par value common stock.
On December 31, 1997, the Company issued 360,000 shares of its $0.001 par value
common stock in exchange for services rendered to the Company valued at $360.
On April 30, 2000, the Company received $100 from a stockholder. The amount is
considered additional paid-in capital.
On August 31, 2000, the board of directors authorized a 9 for 1 forward stock
Split of its $0.001 par value common stock. The effect of the transaction
increased the issued and outstanding common stock from 562,475 to 5,062,275.
11
<PAGE>
As stated, the Company has five million sixty-two thousand two hundred seventy-
five (5,062,275) shares of its $0.001 par value common voting stock issued and
outstanding. Management recognizes that it needs to find a merger candidate to
remain a going-concern.
The Company currently has 2 employees who are both officers and directors of
the Company. These employees received no compensation through September 30,
2000.
The Company has no material commitments for capital expenditures nor does it
foresee the need for such expenditures over the next year.
Market For Company's Common Stock
In November, 1999, the Company's common stock was listed on the National
Quotation Bureau's Pink Sheets, under the trading symbol BOPP.
Dividend Policy
The Company has never paid or declared any dividend on its Common Stock and
does not anticipate paying cash dividends in the foreseeable future.
Forward-Looking Statements
This Form 10-QSB includes "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements, other than
statements of historical facts, included or incorporated by reference in this
Form 10-QSB which address activities, events or developments which the Company
expects or anticipates will or may occur in the future, including such things as
future capital expenditures (including the amount and nature thereof), finding
suitable merger or acquisition candidates, expansion and growth of the Company's
business and operations, and other such matters are forward-looking statements.
These statements are based on certain assumptions and analyses made by the
Company in light of its experience and its perception of historical trends,
current conditions and expected future developments as well as other factors it
believes are appropriate in the circumstances. However, whether actual results
or developments will conform with the Company's expectations and predictions is
subject to a number of risks and uncertainties, general economic market and
business conditions; the business opportunities (or lack thereof) that may be
presented to and pursued by the Company; changes in laws or regulation; and
other factors, most of which are beyond the control of the Company.
Consequently, all of the forward-looking statements made in this Form 10-QSB
are qualified by these cautionary statements and there can be no assurance that
the actual results or developments anticipated by the Company will be realized
or, even if substantially realized, that they will have the expected consequence
to or effects on the Company or its business or operations. The Company assumes
no obligations to update any such forward-looking statements.
12
<PAGE>
PART II OTHER INFORMATION
ITEM 1. Legal Proceedings
The Company is not a party to any legal proceedings.
ITEM 2. Changes in Securities and Use of Proceeds
None.
ITEM 3. Defaults upon Senior Securities
None.
ITEM 4. Submission of Matters to a Vote of Security Holders
During the quarter ended September 30, 2000, the shareholders by majority
vote, approved the following:
1) To increase the number of authorized common shares from 25,000,000
to 200,000,000 common shares.
2) To increase the number of authorized preferred shares from none to
20,000,000 shares.
3) The approval of the "Agreement and Plan of Merger" between itself and
Plainview Laboratories, Inc.
4) The approval of the 9 for 1 forward stock split.
ITEM 5. Other Information
None.
ITEM 6. Exhibits and Reports on Form 8-K
The Company filed a Current Report dated August 30, 2000 on Form 8-K containing
information pursuant to Item 1 ("Changes in Control of Registrant") entitled
"Merger Agreement and Certificate of Merger" Item 2 ("Acquisition or
Disposition of Assets"), entitled "Acquisition Agreement and Plan of Merger,"
and Item 7 ("Financial Statements, Pro Forma Financial Information and
Exhibits") which included audited financial statements of BOPPERS Holdings,
Plainview Laboratories, Inc. and consolidated pro forma statements.
13
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.
BARRINGTON LABORATORIES, INC.
(Registrant)
Dated: October 4, 2000
/s/ T. J. Jesky
--------------------------------
T. J. Jesky, President and Chief
Executive Officer
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