<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, 1999
[ ] 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:
9,040,564 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 31, 1999
ASSETS
<TABLE>
<CAPTION>
Current assets:
<S> <C>
Cash and cash equivalents $ 107,853
Trading securities 138,750
Inventory 11,890
-------------
Total current assets 258 493
Property and equipment, at cost, net of
accumulated depreciation of $25,049 100,939
Other assets 31,353
-------------
$390,785
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 63,004
Accrued expenses 55,943
-------------
Total current liabilities 118,947
Stockholders' equity:
Preferred stock, $.001 par value,
50,000 shares authorized,
5,000 shares issued and outstanding 5
Common stock, no par value,
75,000,000 shares authorized,
9,040,564 shares issued and outstanding 9,041
Additional paid in capital 2,565,683
Subscriptions to common stock 902,022
Accumulated deficit (3,204,913)
-----------
271,838
-----------
$390,785
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>5
BioNet Technologies, Inc.
Consolidated Statements of Operations
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
July 31, July 31,
1999 1998 1999 1998
<S> <C> <C> <C> <C>
Revenues $ - $ - $ - $ -
Costs and expenses
General and administrative 310,190 153,679 573,330 195,940
Charge off of acquired research and development cost - 978,828 - 978,828
--------- -------- --------- ---------
(Loss) from operations (310,190) (1,132,507) (573,330) (1,174,768)
Other income and (expense):
Gain (loss) realized from sale of investments 23,438 5,796 (21,062) 36,952
Unrealized gain (loss) on investments (11,000) (54,615) (33,000) 1,985
Interest espense (355) - (925) -
--------- -------- --------- ---------
12,083 (48,819) (54,987) 38,937 3
(Loss) before income taxes (298,107) (1,181,326) (628,317) (1,135,831)
Provision for income taxes - - - -
--------- -------- --------- ---------
Net income (loss) $(298,107) $(1,181,326) $(628,317) $(1,135,831)
Basic earnings (loss) per share:
Net income (loss) $ (0.33) $ (0.30) $ (0.07) $ (0.31)
Weighted average shares outstanding 9,040,564 3,956,070 9,040,564 3,621,703
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>6
BioNet Technologies, Inc.
Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
Six Months Ended
July 31,
1999 1998
<S> <C> <C>
Net cash provided by (used in)
operating activities $ (503,378) $ (123,321)
Cash flows from investing activities:
Proceeds from sale of investments 41,438 71,220
Advances to affiliate - (23,700)
Purchase of fixed assets
Net cash provided by (used in) investing activities (4,704) -
----------- ---------
36,734 47,520
Cash flows from financing activities:
Proceeds from sale of common stock - 1,550
Proceeds from stock subscriptions 556,755 -
Advances from stockholders - 77,150
----------- --------
Net cash provided by (used in) financing activities 556,755 77,700
Increase (decrease) in cash 90,111 2,899
Cash and cash equivalents,
beginning of period 17,742 1,528
---------- --------
Cash and cash equivalents,
end of period $ 107,853 $ 4,427
See accompanying notes to consolidated financial statements.
<PAGE>7
Bio Net Technologies, Inc.
Notes to Unaudited Financial Statements
31-Jul-99
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, 1999.
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, 1999 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. 88,000 264,000 66,000
Advanced Sterilizer Technology 10,000 15,000 -
Casinovations, Inc. 29,100 43,650 72,750
Grand Slam Licensing, Inc. 10,000 15,000 -
First Nordic 55,000 5,000 -
--------- ---------
$362,900 $138,750
Fair value of National Sorbents Inc. and Coronado Industries as
of April 30, 1999 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 is
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 31, 1999, the Company received
net proceeds from the sale of investment securities aggregating
$41,438 and recorded losses from the transactions aggregating
$21,062.00
During the six months ended July 31, 1999, the Company received
gross proceeds from the sale of stock subscriptions aggregating
$556,755.00
<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 had been engaged in research and development of technology that
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.
During August 1998, the Company issued 1,900,000 of its restricted
common stock to the certain shareholders of Greengold Corporation
(Greengold) in exchange for 100% of the outstanding common stock of
Greengold. Greengold, to date, has been engaged in research and
development of technology that it hopes to utilize in the recycling and
disposal of animal waste with the first application being hog waste.
Additionally applications of its technology are in the treatment of
industrial and municipal water, waste treatment facilities and the
elimination and control of waste lagoons. The assets and liabilities
of Greengold consist of patent costs of $7,500 and accounts payable of
$28,649 at the acquisition date.
The Company will have to seek equity or debt financing to continue
operations regarding its new acquisitions.
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 ($41,438 for the six months ended July 31, 1999) and the
proceeds from stock subscriptions of $556,755. 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 six months ended July 31, 1999, the Company received proceeds
from the sale of investments of $41,438 and purchased fixed assets of
$4,704. This resulted in net cash provided by investing activities of
$36,734 for the six months ended July 31, 1999.
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, 1999, the Company received stock
subscriptions of $556,755. This resulted in net cash provided by
financing activities of $556,755 for six months ended July 31, 1999.
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.
Results of Operations. For the six months ended July 31, 1999, the
Company did not receive any revenue due to the cessation of previous
operations and the subsequent acquisitions of Immune and Greengold.
The Company had general and administrative expenses of $573,330 for the
six months ended July 31, 1999 which consisted primarily of salaries
and wages of $139,259, legal of $11,987, accounting of $12,194, travel
of $27,975, advertising of $1,685, insurance of $24,428, consulting of
$203,621, moving expense of $3,089, rent of $18,611, research and
development of $74,619 and other expenses of $55,862.
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.
<PAGE>9
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
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 returns all or a
major portion of common stock issued to it by client companies.
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 to pursue
Immune's business plan. Additionally, the Company acquired 80% of the
outstanding common stock of Greengold Corporation and is continuing
Greengold'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.
Impact of Year 2000. The Year 2000 issue is the result of computer
programs being written using two digits rather than four to define the
applicable year. Any of the Company's computer programs that have
time-sensitive software may recognize a date using 000 as the year 1900
rather than the year 2000.
This could result in a system failure or miscalculations causing
disruptions of operations, including, among other things, a temporary
inability to process transactions, send payments on invoices, or engage
in similar normal business activities.
The Company has initiated formal communications with its business
venture associates and affiliates to determine the extent to which the
Company's interface systems are vulnerable to those third parties'
failure to remediate their own Year 2000 issues. There can be no
guarantee that the systems of other companies on which the Company's
own systems may rely will be timely converted and would not have an
adverse effect on the Company's systems.
The Company's management has assessed the computer systems for the
Company and determined the overall systems to be Y2K ready. The few
PC computer systems in the Company have been converted to newer
computers that are Certified Year 2000 compliant. Some individual
minor issues have been addressed and will be resolved in the middle of
1999. These issues would not significantly affect the function of the
Company in any case.
The Company believes that the Year 2000 issue will not pose significant
operational problems for its computer systems.
(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: September 20, 1999
/s/ L. Alan Schafler, President
--------------------------------
L. Alan Schafler, President
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<CAPTION>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JAN-31-2000
<PERIOD-END> JUL-31-1999
<CASH> 107,853
<SECURITIES> 138,750
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 11,890
<CURRENT-ASSETS> 258,493
<PP&E> 100,939
<DEPRECIATION> 25,049
<TOTAL-ASSETS> 390,785
<CURRENT-LIABILITIES> 118,947
<BONDS> 0
<COMMON> 9,041
0
0
<OTHER-SE> 262,792
<TOTAL-LIABILITY-AND-EQUITY> 390,785
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 573,330
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (628,317)
<INCOME-TAX> 0
<INCOME-CONTINUING> (628,317)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (628,317)
<EPS-BASIC> (.07)
<EPS-DILUTED> (.07)
</TABLE>
