<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 July 31, 1998
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT
For the transition period to
Commission file number - 0-25792
BIONET 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:
5,297,670 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:
BioNet Technologies, Inc.
Consolidated Balance Sheet
July 30, 1998
(Unaudited)
<TABLE>
<CAPTION>
ASSETS
<S> <C>
Current assets:
Cash and cash equivalents $ 4,427
Trading securities 188,388
Inventory 12,498
----------
Total current assets 205,313
Property and equipment, at cost, net of
accumulated depreciation of $6,062 83,153
Other assets 3,825
----------
$ 292,291
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 32,456
Accrued expenses 33,060
----------
Total current liabilities 65,516
Loans from shareholder 163,969
Stockholders' equity:
Common stock, no par value,
20,000,000 shares authorized,
5,297,670 shares issued and outstanding 5,298
Additional paid in capital 1,563,948
Accumulated deficit (1,506,440)
----------
62,806
----------
$ 292,291
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>5
BioNet Technologies, Inc.
Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended July 31,
1998 1997
<S> <C> <C>
Net cash provided by (used in)
operating activities $ (123,321) $ (210,357)
Cash flows from investing activities:
Proceeds from sale of investments 71,220 165,954
Advances to affiliate (23,700) -
Purchase of fixed assets
---------- ----------
Net cash provided by (used in) investing activities 47,520 164,954
---------- ----------
Cash flows from financing activities:
Proceeds from sale of common stock 1,550 35,000
Advances from stockholders 77,150 -
---------- ----------
Net cash provided by (used in) financing activit 78,700 35,000
---------- ----------
Increase (decrease) in cash 2,899 (10,403)
Cash and cash equivalents,
beginning of period 1,528 10,943
---------- ----------
Cash and cash equivalents,
end of period $ 4,427 $ 540
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>6
BioNet Technologies, Inc.
Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended July 31, Six Months Ended July 31,
1998 1997 1998 1997
<S> <C> <c. <C> <C>
Revenues $ - $ - $ - $ -
Costs and expenses
General and administrative 153,679 49,292 195,940 401,008
Charge off of acquired research and develpoment cost 978,828 - 978,828 -
----------- --------- ----------- ----------
(Loss) from operations (1,132,507) (49,292) (1,174,768) (401,008)
Other income and (expense):
Gain (loss) realized from sale of investments 5,796 17,123 36,952 68,027
Unrealized gain (loss) on investments (54,615) (53,149) 1,985 221,636
----------- --------- ----------- ----------
(48,819) (36,026) 38,937 289,663
(Loss) before income taxes (1,181,326) (85,318) (1,135,831) (111,345)
Provision for income taxes - - - -
----------- --------- ----------- ----------
Net (loss) $(1,181,326) $ (85,318) $(1,135,831) $(111,345)
Basic earnings (loss) per share:
Net income (loss) $ (0.30) $ (0.03) $ (0.31) $ (0.04)
Weighted average shares outstanding 3,956,070 2,904,596 3,621,703 2,889,596
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>7
Bio Net Technologies, Inc.
(formerly Pratt Wylce & Lords, Ltd.)
Notes to Unaudited Financial Statements
July 31, 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 July 31, 1998 the Company had investments in common equity securities
as follows:
Historical Fair
Shares Cost Value
Level Best Golf, Inc. 3,500 5,250 -
Immune Technologies, Inc. 10,000 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 40,000 24,000 20,000
First Nordic 55,000 5,000 -
--------- ---------
$160,400 $188,338
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 six months ended July 30, 1998, the Company received net
proceeds from the sale of investment securities aggregating $71,220 and
recorded gains from the transactions aggregating $35,220. During the six
months ended July 31, 1998, the Company issued 6,200 shares of its
restricted common stock to an investor for cash aggregating $1,550. The
price paid per share by the investors approximated the bid value of the
stock at the issue dates. Additionally, during the period, the Company
issued an aggregate of 36,200 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
$9,400.
Additionally, During June 1998, the Company issued 2,000,000 shares of
its restricted common stock to the shareholders of Immune Technologies,
Inc. (Immune) in exchange for certain assets of Immune. Immune had been
a client of the Company and the Company had advanced an aggregate of
$79,800 to Immune during 1997 and 1998 to assist in meeting that
company's working capital requirements. Immune to date has been engaged
in research and development of technology it hopes to utilize in the
diagnosis and treatment of animal diseases. The assets acquired from
Immune consist of cash, inventory and fixed assets aggregating $100,972
at the purchase date. The fair value of the stock issued in the
transaction amounted to $1,000,000. The excess of the fair value of the
purchase price over the assets acquired has been treated as the purchase
of research and development costs by the Company and has been charged to
expense during the current quarter.
<PAGE>8
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 its consulting fee income.
During June, 1998, the Company issued 2,000,000 restricted Common Shares
to Immune Technologies, Inc. (Immune) in exchange for certain assets of
Immune. Immune had been a client of the Company and the Company had
advanced an aggregate of $79,800 to Immune during 1997 and 1998 to assist
in meeting that company's working capital requirements. Immune to date
has been engaged in research and development of technology it hopes to
utilize in the diagnosis and treatment of animal diseases. The assets
acquired from Immune consist of cash, inventory and fixed assets
aggregating $100,972 at the purchase date. The Company will have to
seek equity or debt financing to commence operations again.
Capital Resources and Source of Liquidity. The Company currently has
no material commitments for capital expenditures. The Company can meet
its short term cash flow needs from the sale of investment securities
($71,220 for the six months ended July 31, 1998) and advances from
shareholders of $77, 150 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.
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 six months ended July 31, 1998, the Company received proceeds
from the sale of investment securities of $71,220 and made advances of
$23,700 to an affiliate. This resulted in net cash provided by
investing activities of $47,520 for the six months ended July 31, 1998.
For the six months ended July 31, 1997, the Company received the proceeds
from the sale of investment securities of $165,954 and purchased fixed
assets for $1,000 resulting in net cash provided by investing activities
of $164,954.
For the six months ended July 31, 1998, the Company received proceeds
from the sale of common stock of $1,550 and advances from stockholders of
$77,150 resulting in net cash provided by financing activities of
$78,700.
Net cash provided by financing activities for the six months ended July
31, 1997 was $35,000 from the sale of restricted common stock.
Results of Operations:
For the six months ended July 31, 1998, the Company did not receive any
revenue. The Company had general and administrative expenses of
$153,679 for the six months ended July 31, 1998 that consisted primarily
of salaries and wages of $107,500, legal of $2,173, accounting of
$10,975, travel of $8,152, advertising of $890, telephone of $2,077,
printing of $305, consulting of $10,000, insurance of $7,427, moving
expense of $17,842 and other expenses of $28,599.
For the six months ended July 31, 1997, the Company did not receive any
revenue due to the cessation of operations. The Company had general and
administrative expenses of $401,008 for the six months ended July 31,
1997which consisted primarily of contract losses of $220,968, salaries
and wages of $99,175, legal of $15,700, accounting of $44,572, travel of
$9,679, advertising of $3,085, telephone of $6,614, printing of 3,387 and
other expenses of $237,831.
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
that provide for the immediate discontinuance of consulting services.
The termination contracts provide that the Company retains as revenue all
cash paid to date and that the Company return all or a major portion of
common stock issued to it by client companies.
<PAGE>9
The Company currently intends to acquire businesses and assets as may
provide gain for the shareholders. The Company has acquired certain
assets of Immune Technologies, Inc. and intends to continue pursue
Immune's business plan. The Company may also choose to form
corporations for the purpose of pursuing such business ventures as are
deemed potentially profitable by the Board of Directors.
(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: March 25, 1999
/s/ L. Alan Schafler
L. Alan Schafler, President
<TABLE> <S> <C>
<ARTICLE> 5
<CAPTION>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JAN-31-1999
<PERIOD-END> JUL-31-1998
<CASH> 4,427
<SECURITIES> 188,388
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 12,498
<CURRENT-ASSETS> 205,313
<PP&E> 83,153
<DEPRECIATION> 6,062
<TOTAL-ASSETS> 292,291
<CURRENT-LIABILITIES> 65,516
<BONDS> 0
<COMMON> 5,298
0
0
<OTHER-SE> 57,508
<TOTAL-LIABILITY-AND-EQUITY> 292,291
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 1,132,507
<OTHER-EXPENSES> 54,615
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,181,326)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,181,326)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,181,326)
<EPS-PRIMARY> (.30)
<EPS-DILUTED> (.30)
</TABLE>
