<PAGE>2
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
For the Quarter ended April 30, 1998
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT
For the transition period
Commission file number - 0-25792
BIO-NET TECHNOLOGIES, INC.
(formerly Pratt, Wylce & Lords, Ltd.)
(Exact name of Registrant as specified in its charter)
NEVADA 84-1247085
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification Number)
2035 Staysail Lane, Jupiter, Florida 33477
(Address of principal executive offices) (Zip Code)
(561) 745-1949
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities and Exchange
Act of 1934 during the preceding twelve months (or such shorter period
that the Registrant was required to file such reports), and (2) has been
subject to file such filing requirements for the past thirty days.
Yes x No
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the close of the period covered by this report:
2,588,500 Shares of Common Stock ($.001 par value)
(Title of Class)
Transitional Small Business Disclosure Format (check one):
Yes No x
<PAGE>3
PART I: Financial Information
ITEM 1 - Financial statements
ITEM 2 - Management's' discussion and analysis of financial
condition and results of operations
PART II: Other Information
ITEM 6 - Exhibits and Reports on Form 8-K
<PAGE>4
PART I
Item 1. Financial Statements:
Bio Net Technologies, Inc.
(Formerly Pratt, Wylce & Lords, Ltd.)
Balance Sheet
April 30, 1998
(Unaudited)
<TABLE>
<CAPTION>
ASSETS
<S> <C>
Investments at market or fair value:
Investments in common stocks $ 308,838
Cash 3,983
Property and equipment, at cost, net of
accumulated depreciation of $1,869 3,946
Advances to affiliate 72,800
--------------
389,567
LIABILITIES:
Accounts payable and accrued expenses 11,840
Payroll taxes payable 33,725
Advances from stockholder 102,970
--------------
148,535
--------------
$ 241,032
==============
NET ASSETS
Common stock, $.001 par value,
75,000,000 shares authorized,
2,588,500 shares issued and outstanding $ 3,292
Additional paid-in capital 562,854
Unpaid stock subscription -
Undistributed operating income and investment
gains (losses):
Accumulated operating losses (392,393)
Unrealized accumulated appreciation
of investments 67,279
--------------
(325,114)
Net assets applicable to outstanding common
shares (equivalent to $.08 per share, based
on outstanding common shares of 3,291,470) $ 241,032
==============
</TABLE>
See accompanying notes to financial statements.
<PAGE>5
Bio Net Technologies, Inc.
(Formerly Pratt, Wylce & Lords, Ltd.)
Statements of Operations
Three Months Months Ended April 30, 1998 and 1997
(Unaudited)
<TABLE>
<CAPTION>
1998 1997
Revenues: ----- -------
<S> <C> <C>
Fee income $ - $ -
Interest and dividend income -
---------- ----------
Costs and expenses:
General and administrative 42,261 351,716
---------- ----------
Income (loss) from operations before
before income taxes (42,261) (351,716)
Income (taxes) benefit 29,837 37,958
---------- ----------
Income (loss) from operations (12,424) (313,758)
Realized gain (loss) on investments 31,156 50,904
Income (taxes) benefit (10,593) (17,307)
---------- ----------
20,563 33,597
Increase (decrease) in unrealized
appreciation of investments 56,600 60,737
Income (taxes) benefit (19,244) (20,651)
---------- ----------
37,356 40,086
---------- ----------
Net income (loss) $ 45,495 $ (240,075)
========== ==========
Earnings (loss) per share:
Net income (loss) from operations $ (0.00) $ (0.11)
Net realized gains (losses) on investments 0.01 0.01
Net unrealized gains (losses) on investments 0.01 0.01
---------- ----------
Net income (loss) $ 0.02 $ (0.09)
========== ==========
Weighted average shares outstanding 3,287,337 2,874,596
========== ==========
</TABLE>
See accompanying notes to financial statements.
<PAGE>6
Bio Net Technologies, Inc.
(Formerly Pratt, Wylce & Lords, Ltd.)
Statements of Changes in Net Assets
Three Months Months Ended April 30, 1998 and 1997
(Unaudited)
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
Net income (loss) from operations $ (12,424) $ (313,758)
Realized gain (loss) from investment 20,563 33,597
Net increase (decrease) in unrealized
appreciation of investments 37,356 40,086
---------- ----------
Net increase (decrease) in net assets
resulting from operations 45,495 (240,075)
Capital share transactions:
Private sales of common stock 1,550 -
Shares issued to reimburse expenses 6,300 -
---------- ---------
Total capital share transactions 7,850 -
---------- ---------
Increase (decrease) in net assets 53,345 (240,075)
Net assets at beginning of period 187,687 496,955
---------- ---------
Net assets end of period $ 241,032 $ 256,880
========== ==========
</TABLE>
See accompanying notes to financial statements.
<PAGE>7
Bio Net Technologies, Inc.
(Formerly Pratt, Wylce & Lords, Ltd.)
Statements of Cash Flows
Three Months Months Ended April 30, 1998 and 1997
(Unaudited)
<TABLE>
<CAPTION>
1998 1997
-------- -------
<S> <C> <C>
Net cash provided by (used in)
operating activities $ (21,952) $ (130,743)
Cash flows from investing activities:
Purchase of investment securities -
Proceeds from sale of investment securities 58,156 132,606
Advances to affiliate (56,100) -
-------- ----------
Net cash provided by (used in) investing activitie 2,056 132,606
Cash flows from financing activities:
Advances from stockholder 16,151 -
Sale of restricted common stock 6,200 -
-------- ----------
Net cash provided by (used in) financing activities 22,351 -
-------- ----------
Increase (decrease) in cash 2,455 1,863
Cash, beginning of period 1,528 10,943
-------- ----------
Cash, end of period $ 3,983 $ 12,806
========= ==========
</TABLE>
See accompanying notes to financial statements.
<PAGE>8
Bio Net Technologies, Inc.
(formerly Pratt Wylce & Lords, Ltd.)
Notes to Unaudited Financial Statements
April 30, 1998
The accompanying unaudited financial statements have been
prepared in accordance with generally accepted accounting
principles for interim financial information and with the
provisions of Regulation SB. Accordingly, they do not include
all of the information and footnotes required by generally
accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments
(consisting of normal recurring adjustments) considered
necessary for a fair presentation have been included. These
financial statements should be read in conjunction with
information provided in the Company's report on Form 10-K for
the year ended January 31, 1998.
The results of operations for the periods presented are not
necessarily indicative of the results to be expected for the
full year.
Income (loss) per share was computed using the weighted average
number of common shares outstanding.
Investments
At April 30, 1998 the Company had investments in common equity
securities as follows:
Historical Fair
Shares Cost Value
Level Best Golf, Inc. 3,500 5,250 -
Players Network, Inc. 25,000 37,500 37,500
Immune Technologies, Inc. 10,000 15,000 15,000
National Sorbents, Inc. 176,000 - 33,088
Advanced Sterilizer Technology 10,000 15,000 -
Casionvations, Inc. 29,100 43,650 72,750
Grand Slam Licensing, Inc. 10,000 15,000 -
Rubicon Sports, Inc. 25,000 37,500 62,500
Coronado Industries 55,000 33,000 88,000
First Nordic 55,000 5,000 -
--------- ---------
$206,900 $308,838
Fair value of National Sorbents Inc. and Coronado Industries as
of April 30, 1998 was determined by reference to price quoted
on the NASDAQ OTC Bulletin Board. No public market exists for
the other securities listed. Fair value of these securities
are based on the price paid by qualified investors in recent
private placements of the securities as adjusted by management
to reflect significant changes in investee company financial
conditions.
During the three months ended April 30, 1998, the Company
received net proceeds from the sale of investment securities
aggregating $58,156 and recorded gains from the transactions
aggregating $31,156. During the three months ended April 30,
1998, the Company issued 30,000 shares of its restricted common
stock to an investor for cash aggregating $6,300. The price
paid per share by the investors approximated the bid value of
the stock at the issue dates. Additionally, during the
quarter, the Company issued an aggregate of 6,200 shares of
restricted common stock to two individuals as reimbursement for
expenses paid by the individuals in behalf of the Company. The
value of the services provided amounted to $1,550.
<PAGE> 9
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Trends and Uncertainties. Due to its change in business, the Company can no
longer operate on revenues from consulting activities. The Company will have
to seek equity or debt financing to commence its proposed operations. The
Company has tried to limit its general and administrative expenses now that
its previous operations have ceased.
Capital Resources and Source of Liquidity.
The Company can meet its short term cash flow needs from the sale of
investment securities ($58,156 for the three months ended April 30, 1998),
advances of $16,151 from Timothy Miles, a principal shareholder to supplement
its cash flow needs. In the long term, the Company shall utilize the sale
of its investment securities to meet its cash flow needs until the Company
can implement its new business plan.
Going Concern. The Company is not currently delinquent on any of its
obligations even though the Company has ceased to generate revenue from its
consulting services.
For the three months ended April 30, 1998, the Company received proceeds from
the sale of investments of $58,156. The Company made advances to an
affiliate of $56,100 resulting in net cash provided by investing activities
of $2,056 for the three months ended April 30, 1998.
For the three months ended April 30, 1997, the Company received proceeds from
the sale of investments of $132,606 resulting in net cash provided by
investing activities of $132,606 for the three months ended April 30, 1997.
For the year ended January 31, 1998, the Company received proceeds from the
sale of investments of $173,114. The Company made advances to an affiliate
of $56,100 and purchased fixed assets for $1,000 resulting in net cash
provided by investing activities of $116,014 for the year ended January 31,
1998.
For the year ended January 31, 1997, the Company purchased fixed assets for
its office valued at $875 and received proceeds from investment sales of
$563,646 resulting in net cash used in investing activities for the year
ended January 31, 1997 of $562,771.
During the three months ended April 30, 1998, the Company received net cash
proceeds of 6,200 from the sale of its common stock and received advances
from a shareholder of $16,151. This resulted in net cash provided by
financing activities of $22,351 for the three months ended April 30, 1998.
The Company did not have any financing activities for the three months ended
April 30, 1997.
During the year ended January 31, 1998, the Company received net cash
proceeds of $85,961 from the sale of its common stock and received advances
from a shareholder of $86,819. This resulted in net cash provided by
financing activities of $172,780 for the year ended January 31, 1998.
During the year ended January 31, 1997, the Company received net cash
proceeds of $185,750 from the sale of its common stock in a private
placement pursuant to Regulation D of the Securities Act of 1933. These
efforts resulted in net cash provided by financing activities of $185,750 for
the year ended January 31, 1997.
Results of Operations:
For the three months ended April 30, 1998 compared to the three months ended
April 30, 1997. The Company has a net income of $45,495 for the three
months ended April 30, 1998 compared to a net loss of $240,075 for the three
months ended April 30, 1997. The Company received total revenue of $0.00
for the three months ended April 30, 1998 and April 30, 1997. This lack of
revenue was due to the cessation of providing any consulting services to
client companies due to the delays client companies were experiencing in
obtaining effective registration statements and, as such, the Company's
abilities to move forward with other client companies. General and
administrative expense decreased from $351,716 for the three months ended
April 30, 1997 to $42,261 for the three months ended April 30, 1998. The
decrease is directly attributed to the cessation of consulting for client
companies. General and administrative expenses are composed primarily of
salaries and wages ($30,117), telephone charges ($203), travel expenses
($2,745), legal ($250) and other costs ($8,848).
For the year ended January 31, 1998 compared to the year ended January 31,
1997. The Company has a net loss of $440,729 for the year ended January 31,
1998 compared to a net loss of $128,l603 for the year ended January 31, 1997.
The Company received total revenue of $0.00 for the year ended January 31,
1998 compared to $685,512 (fee income of $679,955 and interest income of
$5,557) for the year ended January 31, 1997. This significant decrease was
<PAGE>10
due to the cessation of providing any consulting services to client companies
due to the delays client companies were experiencing in obtaining effective
registration statements and, as such, the Company's abilities to move forward
with other client companies. General and administrative expense decreased
from $1,486,122 to $217,052 for the year ended January 31, 1998. The
decrease is directly attributed to the cessation of consulting for client
companies. General and administrative expenses are composed primarily of
salaries and wages ($39,200), professional fees ($81,419), telephone charges
($10,856), travel expenses ($25,048), advertising and promotion ($3,565),
printing ($3,387), postage and freight $(3,874), payroll taxes ($44,321) and
other costs ($5,382).
Depreciation was $1,343 for the year ended January 31, 1998 compared to
$3,699 in 1997. The investment stock received for services was decreased
dramatically from $421,825 in 1997 to $0.00 in 1998 due to decision not to
move forward with new clients in light of the delays in client companies
receiving effective registration statements. Additionally, the Company
realized a $20,797 gain from the sale of its investments for the year ended
January 31, 1998 compared to a $540,221 gain from the sale of its investments
for the year ended January 31, 1997. This was due to the increased
liquidity of the Company's client companies stock in National Sorbents, Inc.,
Gaming Venture Corp., U.S.A. and Level Best Golf, Inc. and the Company's
need for additional cash flow. The Company had an unrealized investment
depreciation of $244,474 for 1998 compared to an unrealized investment
appreciation of $445,636 for the year ended January 31, 1997 due to the
writedown of the client companies investments. The Company abandoned fixed
assets valued at $6,868 for the year ended January 31, 1997 but none for the
year ended January 31, 1998. The Company distributed free trading
investment shares of its client companies for services in 1997 valued at
$395,156 but did not distribute any investment shares of its client companies
in 1998. Accounts and notes receivable decreased $1,100 in 1998 compared to
$3,900 in 1997 Accounts payable decreased $97,600 for the year ended January
31, 1998 compared to an increase by $156,215 for the year ended January 31,
1997 due to cessation of consulting to client companies. Deferred revenue
decreased $1,180,058 for the year ended January 31, 1997 compared to none for
the year ended January 31, 1998. The decreased amounts in 1997 were due the
Company's decision to decrease the number of client companies until current
client companies had effective registration statements. The provision for
income taxes was $(212,270) for the year ended January 31, 1997 compared to
$0.00 for the year ended January 31, 1998 due to decreased revenues and
increased general and administrative costs as a result of cessation of
operations. Dividends payable decreased by $243,839 in 1997 due to the
Company's decision not to contract with additional client companies until
current client companies needs were met. No dividends were paid in the year
ended January 31, 1998. Net cash used in operating activities was $298,209
for the year ended January 31, 1998 compared to net cash used in operating
activities of $827,980 for the year ended January 31, 1997.
Plan of Operation. During January 1997, the Company determined that it was
unable to complete certain of its consulting projects and would be unable to
accept new consulting clients in the future. The Company has negotiated
contract termination agreements with all of its active clients which provide
for the immediate discontinuance of consulting services. The termination
contracts provide that the Company retain as revenue all cash paid to date
and that the Company return all or a major portion on common stock issued to
it by client companies.
Since its cessation of financial consulting activities, the Company has
carried out administrative functions and has begun liquidating its investment
portfolio. The Company is currently seeking new business activities
unrelated to the provision of financial services.
<PAGE> 11
Bio Net Technologies, Inc.
(formerly Pratt Wylce & Lords, Ltd.)
PART II
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits (numbered in accordance with Item 601 of Regulation S-K)
None
(b) Reports on Form 8-K
None
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: December 14, 1998
/s/ L. Alan Schafler
L. Alan Schafler, President
<TABLE> <S> <C>
<ARTICLE> 5
<CAPTION>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-31-1999
<PERIOD-END> APR-30-1998
<CASH> 3,983
<SECURITIES> 308,838
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 303,838
<PP&E> 3,983
<DEPRECIATION> 1,869
<TOTAL-ASSETS> 389,567
<CURRENT-LIABILITIES> 148,535
<BONDS> 0
<COMMON> 3,292
0
0
<OTHER-SE> 237,740
<TOTAL-LIABILITY-AND-EQUITY> 241,032
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 42,261
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 45,495
<INCOME-TAX> 0
<INCOME-CONTINUING> 45,495
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 45,495
<EPS-PRIMARY> .01
<EPS-DILUTED> .01
</TABLE>
