Boppers Holdings, Inc.
(A Development Stage Company)
Balance Sheet
as of
June 30, 2000
and
December 31, 1999
and
Statement of Operations,
Statement of Changes in Stockholders' Equity,
and
Statement of Cash Flows
for the Six Months Ending June 30, 2000,
for the Year Ending December 31, 1999,
and for the Period July 15, 1997 (Inception) to June 30, 2000
and
Proforma Combined Balance Sheet
for Boppers Holdings, Inc. and Plainview Laboratories, Inc.
as of
June 30, 2000
and
Proforma Combined Statement of Operations
for Boppers Holdings, Inc. and Plainview Laboratories, Inc.
for the Six Months Ending June 30, 2000
and for the Period July 15, 1997 (Inception) to June 30, 2000
i
<PAGE>
<TABLE>
<CAPTON>
TABLE OF CONTENTS
Page
<S> <C>
Independent Auditor's Report F-1
Balance Sheet F-2
Statement of Operations F-3
Statement of Changes in Stockholders' Equity F-4
Statement of Cash Flows F-5
Proforma Combined Balance Sheet F-6
Proforma Combined Statement of Operations F-7
Notes to Financial Statements F-8
</TABLE>
ii
<PAGE>
G. BRAD BECKSTEAD
---------------------------
Certified Public Accountant
330 E. Warm Springs
Las Vegas, NV 89119
702.528.1984
425.928.2877efax
INDEPENDENT AUDITOR'S REPORT
----------------------------
Board of Directors
Boppers Holdings, Inc.
(a development stage company)
Las Vegas, NV
I have audited he balance sheets of Boppers Holdings, Inc. (a Nevada
corporation) (a development stage company), as of June 30, 2000 and December
31, 1999, and the related statements of operations, changes in stockholders'
equity, and cash flows for the six months ending June 30, 2000, for the year
ending December 31, 1999, and for the period July 15, 1997 (Inception) to June
30, 2000. These financial statements are the responsibility of the Company's
management. My responsibility is to express an opinion on these financial
statements based on my audit.
I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statement presentation.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. I believe that my audit provides a reasonable basis
for my opinion.
In my opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Boppers Holdings, Inc. (a
development stage company) as of June 30, 2000 and December 31, 1999, and the
results of its operations, changes in stockholders' equity, and cash flows for
the six months ending June 30, 2000, for the year ending December 31, 1999, and
for the period July 15, 1997 (Inception) to June 30, 2000, in conformity with
generally accepted accounting principles.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 5 to the financial
statements, the Company has had limited operations and has not commenced
planned principal operations. This raises substantial doubt about its ability
to continue as a going concern. Management's plan in regard to these matters
are also described in Note 5. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ G. Brad Beckstead
---------------------
August 16, 2000
F-1
<PAGE>
Boppers Holdings, Inc.
(a Development Stage Company)
Balance Sheet
June 30, 2000 and December 31, 1999,
<TABLE>
<CAPTION>
BALANCE SHEET
June 30 December 31
2000 2000
------- -----------
Assets
<S> <C> <C>
Current assets
Cash $ 48 $ -
Total Assets $ 48 $ -
Liabilities and Stockholders' Equity
Liabilities $ - $ -
Stockholders' Equity
Common stock, $0.001 par value
25,000,000 shares authorized
562,475 shares issued
and outstanding 562 562
Additional paid-in capital 4,996 4,896
Deficit (5,510) (5,458)
Total stockholders' equity 48 -
Total Liabilities and Stockholders' Equity $ 48 $ -
========= ========
</TABLE>
F-2
<PAGE>
Boppers Holdings, Inc.
(a Development Stage Company)
Statement of Operations
For the Six Months Ending June 30, 2000,
For the Year Ending December 31, 1999,
and for the Period July 15, 1997 (Inception) to June 30, 2000
<TABLE>
<CAPTION>
STATEMENT OF OPERATIONS
Six Months Year July 15, 1997
Ending Ending (Inception) to
June 30, December 31, June 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 562,475 562,475 509,976
Net loss per share $ - $ - $ -
</TABLE>
F-3
<PAGE>
Boppers Holdings, Inc.
(a Development Stage Company)
Statement of Changes in Stockholders' Equity
For the Period
July 15, 1997 (Date of Inception) to June 30, 2000
<TABLE>
<CAPTION>
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Deficit
Common Stock Accumulated
------------ Additional During Total
Paid-in Development Stockholders'
Shares Amount Capital Stage Equity
<S> <C> <C> <C> <C> <C>
July 15, 1997
Issued for cash 97,987 $ 98 $ - $ $ 98
August 6, 1998
Issued for cash 10,000 10 4,990 5,000
August 29, 1997
7.5 to 1 forward
stock split 701,915 702 (702) -
November 26, 1997
1-to-4 reverse
stock split (607,427) (608) -
December 31, 1997
Issued for services 360,000 360 - 360
Net loss
December 31, 1997 (5,458) (5,458)
Balance as of
December 31, 1997 562,475 562 4,896 (5,458) -
Net income
December 31, 1998 - -
Balance as of
December 31, 1998 562,475 562 4,896 (5,458) -
Net income
December 31, 1999 - -
Balance as of
December 31, 1999 562,475 562 4,896 (5,458) -
April 30, 2000
Cash received
from stockholder 100 100
June 30, 2000
Net Loss (52) (52)
Balance as of
June 30, 2000 562,475 $ 562 $ 4,996 $ (5,510) $ 48
</TABLE>
F-4
<PAGE>
Boppers Holdings, Inc.
(a Development Stage Company)
Statement of Cash Flows
For the Six Months Ending June 30, 2000,
For the Year Ending December 31, 1999
and for the Period July 15, 1997 (Inception) to June 30, 2000
<TABLE>
<CAPTION>
STATEMENT OF CASH FLOWS
Six Months Year July 15, 1997
Ending Ending (Inception) to
June 30, Dec. 31, June 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 - - -
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 48 48
Cash - beginning - - -
Cash - ending $ 48 $ - $ 48
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>
F-5
<PAGE>
Boppers Holdings, Inc.
(A Development Stage Company
(unaudited)
Proforma Combined Balance Sheet
June 30, 2000
<TABLE>
<CAPTION>
PROFORMA COMBINED BALANCE SHEET
Boppers Plainview Proforma
Holdings, Inc. Labs, Inc. Adjustment Combined
<S> <C> <C> <C> <C>
Assets
Cash $ 48 $ 858 $ - $ 906
Total Assets $ 48 $ 858 $ - $ 906
Liabilities and Stockholder' Equity
Liabilities $ - $ - $ - $ -
Preferred stock, $0.001
par value, 5,000,000
shares authorized,
zero shares issued
and outstanding
Common stock, $0.001
par value, 25,000,000
shares authorized,
562,475 shares issued
and outstanding 562 562
Common stock, $0.001
par value, 20,000,000
shares authorized,
1,000,000 shares issued
and outstanding 1,000 (1,000)
Additional
Paid-in capital 4,996 1,000 5,996
Deficit (5,510) (142) (5,652)
Total stockholders' equity 906
Total Liabilities
and Stockholders' Equity $ $ $ $ 906
</TABLE>
F-6
<PAGE>
Boppers Holdings, Inc.
(A Development Stage Company
(unaudited)
Proforma Combined Statement of Operations
For the Six Months Ending June 30, 2000
and for the Period July 15, 1997 (Inception) to June 30, 2000
<TABLE>
<CAPTION>
PROFORMA COMBINED STATEMENT OF OPERATIONS
Combined
July 15, 1997
Boppers Plainview (Inception)
Holdings, Labs, Proforma June 30,
Inc. Inc. Adjustment Combined 2000
<S> <C> <C> <C> <C> <C>
Revenue $ - $ - $ - $ - $ -
General and
administrative
expenses 52 142 - 194 5,652
Net loss $ (52) $ (142) $ - $ (194) $ (5,652)
Weighed average
number of common
shares outstanding 562,475 1,000,000 (1,000,000) 562,475 562,475
Net loss per share $ - $ - $ - $ - $ -
</TABLE>
F-7
<PAGE>
Boppers Holdings, Inc.
(a Development Stage Company)
Notes to Financial Statements
June 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 June 30, 2000.
Reporting on the costs of start-up activities
---------------------------------------------
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 June 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.
F-8
<PAGE>
Boppers Holdings, Inc.
(a Development Stage Company)
Notes to Financial Statements
June 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 June 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 25,000,000 shares of its $0.001 par value
common 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.
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.
F-9
<PAGE>
Boppers Holdings, Inc.
(a Development Stage Company)
Notes to Financial Statements
June 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.
F-10
<PAGE>
