FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended March 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 0-9201
BIO-RESPONSE, INC.
(Exact name of Issuer as specified in its charter)
Delaware 59-3453151
other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1612 N. Osceola Avenue
Clearwater, Florida 33755
(Address of principal offices)
(727) 443-3434
(Issuer's telephone number, including area code)
Indicate by check mark whether the Issuer (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the Issuer
was required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [_]
State the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable dates.
Title of Each Class Outstanding at March 31, 1999
Common Stock, $0.004 Par Value 300,000 approximately, but
more were issued and
outstanding during the first
part of April, 1999.
<PAGE>
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION PAGE
ITEM 1 Financial Statements
Consolidated Balance Sheets as of March 31, 1999
and March 31, 1998 3
Consolidated Statements of Income for the Three Month
Periods Ended March 31, 1999 and March 31, 1998. 4
Consolidated Statements of Cash Flow for the Three Month
Periods Ended March 31, 1999 and March 31, 1998. 5
Notes to Financial Statements 6
ITEM 2 Management's Discussion and Analysis of
Financial Condition and Results of Operations 7
PART II OTHER INFORMATION 9
SIGNATURES 9
<PAGE>
BIO-RESPONSE, INC.
(a Dormant State Company)
Consolidated Balance Sheet
March 31, 1999 and March 31, 1998
(unaudited)
03/31//99 03/31/98
Assets
Organization Cost ....................... $ 0 $ 0
Total Assets ........................... 0 0
Liabilities and Shareholder's Equity .... 0 0
Stockholders' Equity .................... 0 0
Common Stock par value at $.004 per share
25,000,000 shares authorized,
300,000 shares issued and outstanding(4) 0 0
Net Income/Loss for Period .............. (1,465) (1,044)
Additional Paid in Capital .............. 1,465 1,044
Retained Earnings (Deficit) ............ (87,285) (43,299)
-------- --------
Total Shareholders' Equity .............. 0 0
-------- --------
Total Liabilities and Shareholders Equity $ 0 $ 0
======== ========
See accompanying notes to financial statements
<PAGE>
BIO-RESPONSE, INC.
(a Dormant State Company)
Consolidated Statements of Operations
for the periods ending March 31, 1999 and March 31, 1998
(unaudited)
1999 1998
03-31-99 03-31-98
-------- --------
Revenues .............................. $ 0 $ 0
Expenses
Administrative Expenses ............... $ 1,465 $ 1,044
Filing Fees ........................... $ 0 $ 0
Net Income/Loss for the period ........ $(1,465) $(1,044)
======= =======
See accompanying notes to financial statements
<PAGE>
BIO-RESPONSE, INC.
(a Dormant State Company)
Consolidated Statements of Cash Flows
for Three months ended March 31, 1999 and 1998
(unaudited)
For Three Months Ended
03-31-99 03-31-98
Cash Flows from Operating Activities
Net Income ........................ $(1,465) $(1,044)
Net Cash Provided (used) /
By Operating Activities ............ 0 0
Expenses Paid by Capston ........... 1,465 1,044
Net Increase (Decrease) in Cash .... 0 0
Cash at Beginning of Period ........ 0 0
------- -------
Cash at End of Period .............. $ 0 $ 0
======= =======
See accompanying notes to financial statements
<PAGE>
BIO-RESPONSE, INC.
(A Dormant State Company)
March 31, 1999
Note 1. HISTORY OF THE COMPANY
BIO-RESPONSE, Inc., (A Dormant State Company), was incorporated on 1972, under
the laws of the State of Delaware. The Company conducted an initial public
offering of its Common Stock in January, 1979 and in connection with an
application to list its Common Stock on the NASDAQ system, the Company also
registered its Common Stock pursuant to Section 12(g) of the Securities Exchange
Act of 1934.
On September 14, 1989, the Company filed a voluntary petition under Chapter 11
of the Bankruptcy Act (Case No. 4-89-04159 N-3) in the U.S. Bankruptcy Court for
the Northern District of California. On September 15, 1995, the Company's case
under Chapter 11 was closed under court order. As a result of the bankruptcy
case, all assets of the Company were overseen by the Trustee in Bankruptcy. The
assets were sold and the Company ceased all operations. The Trustee in
Bankruptcy effected an orderly liquidation of corporate assets and used the
proceeds to repay the Company's creditors. On September 15, 1995 the Company's
case under Chapter 11 was closed by an order of the Court and the Trustee in
Bankruptcy was discharged. As a result of the Bankruptcy, the Company has no
assets, liabilities, management or ongoing operations and has not engaged in any
business activities for well over a half of a decade.
Note 2. RESTORATION OF CORPORATE STATUS
On June 10, 1996, acting in its capacity as the holder of 2000 shares (0.0002%)
of the Company's common stock, and without first receiving the consent, approval
or authorization of any other person associated with the Company, Capston
Network Company effected a renewal, revival and restoration of the Company's
certificate of incorporation pursuant to Section 312 of the General Corporation
Law of Delaware. Thereafter, Capston filed a 10-K for the years ending December
31, 1990-1996, and a Proxy Statement seeking approval and ratification of its
actions, along with authorization to seek a suitable business combination
transaction. This proxy statement was ultimately distributed to the Company's
stockholders and the proposals therein were approved by the holders of a
majority of the Company's issued and outstanding shares.
Under the terms of the original Proxy Statement, Capston was authorized to seek
a suitable business combination transaction on behalf of the Company and to
submit the terms of any proposed business combination transaction to the
Company's stockholders for their approval. Capston did not receive and was not
entitled to receive any equity interest in the Company as a result of it's
actions prior to the date of the Proxy Statement. Moreover, Capston was not
entitled to reimbursement for any expenses incurred by it on behalf of the
Company except to the extent that the terms of a business combination
transaction provided for the reimbursement of such expenses. However, because
Sally Fonner is both the President of BIO-RESPONSE and Capston, prior Staff
Accounting Bulletins require under generally accepted accounting principles the
treatment of debiting the expenses with corresponding credit to paid-in capital.
Future expenses of Capston or others will be treated this way. These expenses
are actual cash expenditures and do not reflect any costs associated with the
operation of Capston nor any personnel time or cost.
Note 3. FUTURE EXPENSES
Capston will continue to extend administrative expenses to keep BIO-RESPONSE
current with its reporting requirements, keeping the Corporation in good
standing, any required proxy solicitation or acquisition efforts. These amounts
should not exceed $100,000 in out-of-pockets costs. In addition, as approved,
and as a result of a suitable acquisition, additional fees paid for by issuance
of equity position would be for: (i) Capston of 200,000 shares, (ii)up to
4,500,000 shares for an acquisition(s), (iii) up to 5% of the acquisition for a
finder's fee and (iv) legal/consulting fees.
Note 4. OUTSTANDING COMMON SHARES
March 31, 1999, the reverse split approved by the stockholders in 1997 was
implemented. The nature of the split and the number of shares in DTC makes it
impossible to determine the number of shares outstanding at the time of this
report. Further, more shares were issued in the early part of April.
<PAGE>
Item 2. Management Discussion and Analysis of Financial Condition and Results
of Operations.
Financial Condition
BIO-RESPONSE has no operations, assets or liabilities. Expenses incurred
to keep it in good standing with governmental and regulatory bodies, maintain
the transferability of its stock and interact with stockholders, are paid by
Capston.
Corporate Background Information
BIO-RESPONSE conducted an initial public offering of its Common Stock in
September, 1979 pursuant to a Form S-2 Registration Statement under the
Securities Act of 1933 (the "Securities Act"). In connection with an application
to list its Common Stock on the NASDAQ system, the Company also registered its
Common Stock pursuant to Section 12(g) of the Securities Exchange Act of 1934
(the "Exchange Act"). The Company remained current with respect to its reporting
obligations under the Exchange Act until 1990.
After pursuing its business for several years, BIO-RESPONSE filed a
voluntary petition under Chapter 11 of the Bankruptcy Act on September 14, 1989.
This proceeding was filed in with the U.S. Bankruptcy Court for the Northern
District of California and designated as Case # 4-89-04159 N-3. On September 15,
1995 the Company's case under Chapter 11 was closed by an order of the Court. As
a result of the Bankruptcy, the Company has no assets, liabilities, management
or ongoing operations and has not engaged in any business activities for well
over a half of a decade.
During the pendancy of the Bankruptcy, the Company did not file franchise
tax returns with and pay the required franchise taxes to the State of Delaware.
As a result, the Company's corporate charter was revoked by order of the
Secretary of State of the State of Delaware on August 30, 1991. Similarly, the
Company did not file with the SEC either (a) the regular reports that are
required of all companies that have securities registered under the Exchange
Act, or (b) a certification on Form 15 terminating its registration under the
Exchange Act. As a result, the Company remained a Registrant under the Exchange
Act but was seriously delinquent in its SEC reporting obligations. According to
Lumiere Securities, the last published quotation for the Company's Common Stock
was posted by M. H. Meyerson & Co., Inc., one of the Company's market makers, on
September 30, 1998. At this time, the published quote was $0.03 bid and $0.10
asked.
Acting in its capacity as a Stockholder of the Company, and without first
receiving any consent, approval or authorization of any officer, director or
other Stockholder of the Company, Capston effected a renewal, revival and
restoration of the Company's certificate of incorporation pursuant to Section
312 of the General Corporation Law of the State of Delaware. In general, Section
312 provides that any corporation may "procure an extension, restoration,
renewal or revival of its certificate of incorporation, together with all the
rights, franchises, privileges and immunities and subject to all of its duties,
debts and liabilities which had been secured or imposed by its original
certificate of incorporation" upon compliance with certain procedural
requirements.
After reviewing the applicable files, Capston determined that the only
debt of the Company that was "secured or imposed by its original certificate"
was the obligation of BIO-RESPONSE to pay its Delaware taxes. Therefore, Capston
paid all past due franchise taxes on behalf of the Company and then filed a
Certificate of Renewal, Revival, Extension and Restoration of the Company's
Certificate of Incorporation on behalf of the Company under the authority
granted by Section 312(h). The total out-of-pocket costs paid by Capston
incurred in connection with the restoration of the Company's charter was $450.
This Certificate was filed in the office of the Secretary of State of the State
of Delaware on December 26, 1996 and at the date of this Proxy Statement the
Company is lawfully incorporated, validly existing and in good standing under
the laws of the State of Delaware.
Proposed Operations
While the Company has no assets, liabilities, management or ongoing
operations and has not engaged in any business activities, Capston believes that
it may be possible to recover some value for the Stockholders through the
adoption and implementation of a Plan whereby the Company will be restructured
as a "clean public shell" for the purpose of effecting a business combination
transaction with a suitable privately-held company that has both business
history and operating assets.
Capston believes the Company will offer owners of a suitable
privately-held company the opportunity to acquire a controlling ownership
interest in a public company at substantially less cost than would otherwise be
required to conduct an initial public offering. Nevertheless, Capston is not
aware of any empirical statistical data that would independently confirm or
quantify Capston's beliefs concerning the perceived value of a merger or
acquisition transaction for the owners of a suitable privately-held company. The
owners of any existing business selected for a business combination with the
Company will incur significant costs and expenses, including the costs of
preparing the required business combination agreements and related documents,
the costs of preparing a Current Report on Form 8-K describing the business
combination transaction and the costs of preparing the documentation associated
with any future reporting under the Exchange Act and registrations under the
Securities Act.
The Plan is approved by the Stockholders. The Company is fully reactivated
and ready to be used as a corporate vehicle to seek, investigate and, if the
results of such investigation warrant, effect a business combination with a
suitable privately-held company or other business opportunity presented to it by
persons or firms that seek the perceived advantages of a publicly held
corporation. The business operations proposed in the Plan are sometimes referred
to as a "blind pool" because Stockholders will not ordinarily have an
opportunity to analyze the various business opportunities presented to the
Company, or to approve or disapprove the terms of any business combination
transaction that may be negotiated by Capston on behalf of the Company.
Consequently, the Company's potential success will be heavily dependent on the
efforts and abilities of Capston and its officers, directors and consultants,
who will have virtually unlimited discretion in searching for, negotiating and
entering into a business combination transaction. Capston and its officers,
directors and consultants have had limited experience in the proposed business
of the Company. Although Capston believes that the Company will be able to enter
into a business combination transaction during 1999, there can be no assurance
as to how much time will elapse before a business combination is effected, if
ever. The Company will not restrict its search to any specific business,
industry or geographical location, and the Company may participate in a business
venture of virtually any kind or nature.
Capston and its officers, directors and consultants anticipate that the
selection of a business opportunity for the Company will be complex and
extremely risky. Because of general economic conditions, rapid technological
advances being made in some industries, and shortages of available capital,
Capston believes that there are numerous privately-held companies seeking the
perceived benefits of a publicly traded corporation. Such perceived benefits may
include facilitating debt financing or improving the terms on which additional
equity or may be sought, providing liquidity for the principals of the business,
creating a means for providing incentive stock options or similar benefits to
key employees, providing liquidity for all stockholders and other factors.
Potential business opportunities may occur in many different industries
and at various stages of development, all of which will make the task of
comparative investigation and analysis of such business opportunities extremely
difficult and complex. Capston anticipates that the Company will be able to
participate in only one business venture. This lack of diversification should be
considered a substantial risk inherent in the Plan because it will not permit
the Company to offset potential losses from one venture against gains from
another. Moreover, due to the Company's lack of any meaningful financial,
managerial or other resources, Capston believes the Company will not be viewed
as a suitable business combination partner for either developing companies or
established business that are in need of substantial additional capital.
Acquisition of Opportunities
In implementing a particular business combination transaction, the Company
may become a party to a merger, consolidation, reorganization, joint venture,
franchise or licensing agreement with another corporation or entity. It may also
purchase stock or assets of an existing business. After the consummation of a
business combination transaction, it is likely that the present Stockholders of
the Company will only own a small minority interest in the combined companies.
In addition, as part of the terms of the acquisition transaction, all of the
Company's officers and directors will ordinarily resign and be replaced by new
officers and directors without a vote of the Stockholders. Capston does not
intend to obtain the approval of the Stockholders prior to consummating any
acquisition other than a statutory merger that requires a Stockholder vote.
It is anticipated that any securities issued in a business combination
transaction will be issued in reliance on exemptions from registration under
applicable Federal and state securities laws. In some circumstances, however, as
a negotiated element of a business combination, the Company may agree to
register such securities either at the time the transaction is consummated or at
some specified time thereafter. The issuance of substantial additional
securities and their potential sale into any trading market that may develop may
have a depressive effect on such market. While the actual terms of a transaction
to which the Company may be a party cannot be predicted, it may be expected that
the parties to the business transaction will find it desirable to avoid the
creation of a taxable event and thereby structure the acquisition in a so called
"tax free" reorganization under Sections 368(a)(1) or 351 of the Internal
Revenue Code of 1986, as amended (the "Code"). In order to obtain tax-free
treatment under the Code, it may be necessary for the owners of the acquired
business to own 80% or more of the voting stock of the surviving entity. In such
event, the stockholders of the Company would retain less than 20% of the issued
and outstanding shares of the combined companies, which could result in
significant dilution in the equity of such stockholders. The Company intends to
structure any business combination in such manner as to minimize Federal and
state tax consequences to the Company and any target company.
As part of the Company's investigation of potential business
opportunities, Capston and its officers, directors and consultants will
ordinarily meet personally with management and key personnel, may visit and
inspect material facilities, obtain independent analysis or verification of
certain information provided, check reference of management and key personnel,
and take other reasonable investigative measures, to the extent of the Company's
limited resources and Capston's limited expertise. The manner in which the
Company participates in an opportunity will depend on the nature of the
opportunity, the respective needs and desires of the Company and other parties
and the relative negotiating strength of the Company and such other management.
With respect to any business combination negotiations, Capston will
ordinarily focus on the percentage of the Company which target company
stockholders would acquire in exchange for their ownership interest in the
Target Company. Depending upon, among other things, the target company's assets
and liabilities, the Company's stockholders will in all likelihood only own a
small minority interest in the combined companies upon completion of the
business combination transaction. Any business combination effected by the
Company can be expected to have a significant dilutive effect on the percentage
of shares held by the Company's current Stockholders.
Upon completion of a business combination transaction, there can be no
assurance that the combined companies will have sufficient funds to undertake
any significant development, marketing and manufacturing activities.
Accordingly, the combined companies may be required to either seek additional
debt or equity financing or obtain funding from third parties, in exchange for
which the combined companies might be required to issue a substantial equity
position. There is no assurance that the combined companies will be able to
obtain additional financing on terms acceptable to the combined companies.
It is anticipated that the investigation of specific business
opportunities and the negotiation, drafting and execution of relevant
agreements, disclosure documents and other instruments will require substantial
management time and attention and substantial costs for accountants, attorneys
and others. If a decision is made not to participate in a specific business
opportunity the costs incurred in the related investigation would not be
recoverable. Furthermore, even if an agreement is reached for the participation
in a specific business opportunity, the failure to consummate that transaction
may result in the loss of the Company of the related costs incurred.
Exemption from Rule 419
As an existing Registrant under the Exchange Act, the Company's proposed
activities are not subject to SEC Rule 419 which was adopted to strengthen the
regulation of "blind pool" companies which Congress has found to have been
common vehicles for fraud and manipulation in the penny stock market. The
Company is not subject to Rule 419 because it is not offering stock to the
public in an offering registered under the Securities Act. Accordingly,
Stockholders are not entitled to the substantive protection provided by Rule
419.
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
NONE
ITEM 2. CHANGES IN SECURITIES
Reverse split implemented and authorized Preferred Shares are now
5,000,000 and Common Shares are 25,000,000.
ITEM 3. DEFAULTS ON SENIOR SECURITIES
NONE
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
NONE
ITEM 5. OTHER INFORMATION
NONE
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A. Exhibits None
B. Reports on Form 8-K None
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BIO-RESPONSE, INC.
--------------/s/---------------
Sally A. Fonner
Chief Executive Officer
Dated: March 31, 1999
--------------/s/---------------
Sally A. Fonner
Chief Financial Officer
Dated: March 31, 1999
