<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the period ended March 31, 1996
/ / TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from __________________ to _________________
Commission file number 33-55254-06
BIO FLORESCENT TECHNOLOGIES, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Nevada 87-0485320
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification No.)
7373 North Scottsdale Road, Suite D222, Scottsdale, Arizona 85253
----------------------------------------
(Address of principal executive offices)
602-596-0269
---------------------------
(Issuer's telephone number)
None
---------------------------------------------------
Former name, former address and former fiscal year,
if changed since last report.
Applicable only to issuers involved in bankruptcy proceedings during
the preceding five years.
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the last 12 months (or for such
shorter period that the registrant was required to file such report(s), and (2)
has been subject to such filing requirements for the past 90 days,
Yes / / No /X/
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: May 8, 1996, 12,216,949
common shares of par value $.01 outstanding.
Transitional Small Business Disclosure Format (Check One):
Yes / / No /X/
<PAGE> 2
BIO FLORESCENT TECHNOLOGIES, INC.
Table of Contents
<TABLE>
<CAPTION>
PART 1 Financial Information Page No.
<S> <C> <C>
Item I Financial Statements
Condensed Balance Sheet 3
Condensed Statements of Operations 4
Condensed Statements of Cash Flow 5
Notes to Condensed Consolidated Financial Statements 6
Item 2 Plan of Operations 7
PART II Other Information
Item 1 Legal Proceedings N/A
Item 2 Changes in Securities N/A
Item 3 Defaults Upon Senior Securities N/A
Item 4 Submission and Matters to a Vote of Security Holders N/A
Item 5 Other Information N/A
Item 6 Exhibits and Reports on Form 8-K 10
SIGNATURES
</TABLE>
2
<PAGE> 3
Bio Florescent Technologies, Inc.
(A Company in the Development Stage)
Condensed Balance Sheet
March 31, 1996
(Unaudited)
<TABLE>
Assets
Current Assets:
<S> <C>
Cash $ 1,165
Trade exchange receivable - barter 50,000
Media products and services receivable - current portion 250,000
Prepaid expenses 2,500
-----------
Total current assets 303,665
Media Products and Services Receivable - non current portion 250,000
License, net of accumulated amortization 909,500
-----------
$ 1,463,165
-----------
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable-
Trade accounts $ 69,559
Related party accounts 140,557
Accrued expenses 65,964
-----------
Total current liabilities 276,080
-----------
Stockholders' Equity:
Common stock, $0.001 par value, Authorized 25,000,000 shares, 12,176
issued and outstanding 12,175,949 shares
Common stock, subscription paid - to be issued 288,000 shares 288
Common stock, subscription unpaid - 1,712,000 shares 1,712
Additional paid-in capital 3,324,758
Subscription of common stock sales receivable (428,000)
Deficit accumulated during development stage (1,723,849)
-----------
Total stockholders' equity 1,187,085
-----------
$ 1,463,165
-----------
</TABLE>
The accompanying notes are an integral part of these condensed
financial statements.
3
<PAGE> 4
Bio Florescent Technologies, Inc.
(A Company in the Development Stage)
Condensed Statements of Operations
for the three month period ended March 31, 1996
and for the period from inception of development stage
(February 15, 1990 to March 31, 1996)
(Unaudited)
<TABLE>
<CAPTION>
Three month period ended Cumulative from the
--------------------------- inception of
March 31, March 31, Development Stage
1996 1995 (February 15, 1990)
-------- -------- -------------------
<S> <C> <C> <C>
Net Sales $ -0- $ -0- $ -0-
Selling, general & administrative expenses 338,286 74,382 1,723,849
----------- ---------- ------------
Loss from operations (338,286) (74,382) (1,723,849)
Interest Expense -0- -0- -0-
----------- ---------- ------------
Loss before provision for income taxes (338,286) (74,382) (1,723,849)
Provision for income taxes -0- -0- -0-
----------- ---------- ------------
Net loss $ (338,286) $ (74,382) $(1,723,849)
=========== ========== ============
Loss per common share $ (0.03) $ (0.00)
=========== ==========
Weighted average number of common 11,942,807 7,333,333
shares outstanding =========== ==========
</TABLE>
The accompanying notes are an integral part of these condensed
financial statements.
4
<PAGE> 5
Bio Florescent Technologies, Inc.
(A Company in the Development Stage)
Condensed Statements of Cash Flows for the Three month period ended
March 31, 1996 and for the period from inception of development
stage (February 15, 1990 to March 31, 1996)
(Unaudited)
<TABLE>
<CAPTION>
Three month period ended Cumulative from the
------------------------- Inception of
March 31, March 31, Development Stage
1996 1995 (February 15, 1990)
-------- -------- -------------------
<S> <C> <C> <C>
Cash flows from operations:
Net loss (including development costs) $(338,286) $(74,382) $(1,723,849)
Adjustments to reconcile net loss to
net cash used in operating activities:
Amortization 25,500 110,500
Writedown of artwork 400,000
Common stock issued for services 126,748
Change in assets and liabilities:
Decrease(increase) in prepaid
expenses (625) (8,000) (2,500)
Increase in accounts payable and 92,538 3,170 276,080
accrued expenses --------- -------- -----------
Net cash used in operations (220,873) (79,212) (813,021)
--------- -------- -----------
Cash flows from financing activities:
Sale and issue of common stock, net 131,206 86,000 742,186
Sale of stock subscriptions (net of 72,000 -0- 72,000
subscriptions receivable) --------- -------- -----------
Cash provided by financing 203,206 86,000 814,186
--------- -------- -----------
Net increase(decrease) in cash funds (17,667) 6,788 1,165
Cash, beginning of period 18,832 -0- -0-
--------- -------- -----------
Cash, end of period $ 1,165 $ 6,788 $ 1,165
========= ======== ===========
</TABLE>
The accompanying notes are an integral part of these condensed
financial statements.
5
<PAGE> 6
BIO FLORESCENT TECHNOLOGIES, INC.
(A COMPANY IN THE DEVELOPMENT STAGE)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
MARCH 31, 1996
1. THE COMPANY AND ITS SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
HISTORY AND REPORTING ENTITY
Bio Florescent Technologies, Inc. (the Company) is a development stage company
that was incorporated under the laws of the state of Nevada in February 1990 as
Partisan Corporation. On March 10, 1995, the Company's name was changed from
Partisan Corporation to Bio Florescent Technologies, Inc. The Company was
inactive through February 1995 and prior to such time the Company's only
activities consisted of the sale or transfer of shares of its common stock in
private placements.
BASIS OF PRESENTATION
The unaudited condensed financial statements and related notes have been
prepared pursuant to the rules and regulations of the Securities and Exchange
Commission. Accordingly, certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been omitted pursuant to such rules and regulations.
The accompanying financial statements and related notes should be read in
conjunction with the audited financial statements of the company and notes
thereto, for the fiscal year ended December 31, 1995.
The information furnished reflects, in the opinion of management, all
adjustments, consisting of normal recurring accruals, necessary for a fair
presentation of the results of the interim period presented.
USE OF 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 revenues and expenses during the reporting period.
Actual results could differ from those estimates.
LOSS PER COMMON SHARE
Loss per common share is computed by dividing the net loss by the weighted
average number of common shares outstanding during the period. Fully diluted
loss per common share is considered equal to primary loss per common share for
all periods presented.
RECENTLY ISSUED ACCOUNTING STANDARDS
SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed Of, which is required to be adopted by the
company in 1996, is not expected to have a material effect on the Company's
financial position or its results of operations upon adoption. SFAS No. 123,
Accounting for Stock-Based Compensation, is required to be adopted by the
Company in 1996. Pursuant to the provisions of SFAS No. 123, the Company will
continue to account for transactions with its employees pursuant to Accounting
Principles Board Opinion No. 25, Accounting for Stock Issued to Employees.
Therefore, this statement is not expected to have a material effect on the
Company's financial position or its results of operations when adopted.
6
<PAGE> 7
PLAN OF OPERATIONS
ITEM 2
The Company is presently concentrating its efforts on opportunities
created by critical global healthcare concerns to more rapidly and reliably
detect viruses such as HIV 1/2 and Hepatitis B.
The Company secured worldwide rights to manufacture, market and sell
the Mehica GP120 System in February 1995. Consideration for such rights included
a commitment by the Company to finance the production and finalization of other
development requirements as well as royalty payments.
The Mehica GP120 System, which is in the early stages of development,
is designed to be an automated HIV testing system that will process large
quantities of HIV samples at a low unit cost, produce results in just minutes
and that may be operated by low-skilled technicians. The Mehica GP120 System is
a single use application of the Automated Micro-Cellular Analysis System, a
multi-function cell testing unit which has received a 510(k) Classification by
the FDA.
Prior to selling the Mehica GP120 System in the United States, the
Company must obtain certain FDA approvals. Pursuant to the license agreement for
the Mehica GP120 System, the licensor has agreed to produce a prototype of the
Mehica GP120 System and perform the testing protocol prescribed by applicable
FDA regulations, the cost of which is expected to be in excess of $1,400,000.
Once the prototype is completed, the Company plans to pursue FDA approval of the
Mehica GP120 System. The Company believes that portions of the Mehica GP120
System may be eligible for a streamlined FDA approval. While awaiting FDA
approval, the Company plans to qualify and sell the Mehica GP120 System in
foreign markets that do not require FDA approval. The Company has received
inquiries from several foreign countries regarding their needs for the Mehica
GP120 System. The Company plans to develop those markets, among others.
The Company also plans to aggressively pursue the acquisition of other
products through licensing and/or acquiring businesses with proven sales and
operating history which are compatible with corporate strategies to market and
produce the Mehica GP120 System.
To date, the Company's operations have consisted primarily of obtaining
the license to the Mehica GP120 System, assembling a management team and raising
capital. From the Company's inception to March 31, 1996, the Company's business
development costs have totaled approximately $1,724,000. These expenditures have
been funded primarily with the proceeds from the private sales of its equity
securities as well as with the issuance of its common stock in exchange for
services.
From inception to March 31, 1996, the Company's development activities
resulted in a deficit in cash flow of approximately $813,000. This deficit was
primarily the result of the cumulative net operating loss of approximately
$1,724,000 offset by noncash charges totaling approximately $637,000 related to
the write off of artwork purchased with common stock, common stock issued for
services and amortization associated with the Company's license to the Mehica
GP120 System. Additionally, the deficit in cash flow from operating activities
was offset by an increase in accounts payable and accrued liabilities of
approximately $274,000.
The Company's financing activities since inception provided cash flow
of approximately $814,000 through March 31, 1996. This was the result of the
private placement of 5,362,700 shares of the Company's common stock.
7
<PAGE> 8
During 1995, the Company also issued an aggregate of 5,333,333 shares
of its common stock for media products and services to be provided in the future
valued at $500,000, barter credits totaling $50,000 and the license to the
Mehica GP120 System recorded at a value of $1,000,000.
Pursuant to the Mehica GP120 System license agreement, the progression
of the development is directly linked to the availability of funds for paying
development costs. The development process will be conducted in stages.
The Company is to pay the licensor $1,400,000 in four installments at
the beginning of each development stage in the following amounts:
<TABLE>
<S> <C>
Stage 1 $434,029
Stage 2 $434,029
Stage 3 $287,029
Stage 4 $244,913
</TABLE>
Payment of the Stage 1 amount of $434,029 has not been made as of the
date of this filing. If such payment is not made by approximately July 31, 1996,
the licensor may terminate the license agreement. The Company will need to raise
additional operating capital to satisfy its product development obligations
under the Mehica GP120 System license agreement and to fund other operating
expenses of the business. As of the date of this filing, the Company has not
obtained such financing. Failure by the Company to obtain such additional
financing would have a material adverse effect on the Company and may result in
the termination of the license agreement relating to the Mehica GP120 System by
the licensor. The Company has raised approximately $814,000 of operating capital
since inception and plans to continue its efforts to raise additional operating
capital through various financing methods including private placements of its
common stock. Funding of future operations is dependent on management's ability
to raise additional capital.
The Company re-organized its management team in May 1996 to focus on
the implementation of its business plan which calls for completion of
development of the Mehica GP120 System and the acquisition of compatible
products to establish the Company as an operating Company as soon as possible.
8
<PAGE> 9
SIGNATURES
Pursuant to the regulation 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.
Date: July, 1996 Bio Florescent Technologies, Inc.
(Registrant)
By: /s/ Jan J. Olivier
------------------------
Jan J. Olivier
President, Director
By: /s/ A. Richard Bullock
------------------------
A. Richard Bullock
Secretary, Treasurer
9
<PAGE> 10
Item 6 Exhibits and Reports on Form 8-K
Exhibit 27 Financial Data Schedule
10
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 1,165
<SECURITIES> 0
<RECEIVABLES> 550,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 303,665
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,463,165
<CURRENT-LIABILITIES> 276,080
<BONDS> 0
0
0
<COMMON> 14,176
<OTHER-SE> 1,172,909
<TOTAL-LIABILITY-AND-EQUITY> 1,463,165
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 338,286
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (338,286)
<INCOME-TAX> 0
<INCOME-CONTINUING> (338,286)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (338,286)
<EPS-PRIMARY> (.03)
<EPS-DILUTED> (.03)
</TABLE>
