<PAGE> 1
FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1996
Commission File Number: 33-44567-NY
BISHOP EQUITIES, INC.
(Exact name of Registrant as stated in its corporate charter)
Nevada 13-3632859
(State of incorporation) (I.R.S. Employer I.D. Number)
355 South End Avenue, Suite 22B
New York, NY 10280
(Address of Registrant's principal office)
(212) 912-0930
(Registrant's telephone number)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or Section 15(d) of the Securities Exchange Act of
1934 during the preceding twelve months (or for such shorter period as the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past ninety days:
YES X NO
----- -----
As of September 30, 1996, 511,500 shares of the Registrant's common stock, par
value $.001, were issued and outstanding.
<PAGE> 2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
BISHOP EQUITIES, INC.
A DEVELOPMENT STAGE ENTERPRISE
<TABLE>
<CAPTION>
September 30, 1996
March 31, 1996 (unaudited)
-------------- ------------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash $ 4,703 $ 3,023
NONCURRENT ASSETS:
Deferred Offering Costs 0
OTHER ASSETS:
Organization costs 360 300
-------- --------
$ 5,063 $ 3,323
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accrued expenses payable 750 --
Due to/from shareholder 405 --
-------- --------
1,155 --
STOCKHOLDERS' EQUITY
Common stock - authorized
25,000,000 shares, par
value $.001 per share
issued and outstanding
511,500 shares 511 511
Paid in Capital 37,011 37,011
Retained deficit
(during development
stage) (33,614) (34,199)
-------- --------
$ 5,063 $ 3,323
======== ========
</TABLE>
See notes to financial statements.
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<PAGE> 3
BISHOP EQUITIES, INC.
A DEVELOPMENT STAGE ENTERPRISE
STATEMENT OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
September 30, September 30,
1995 1996 1995 1996
------ ------ ------ ------
<S> <C> <C> <C> <C>
REVENUES
COSTS AND EXPENSES:
Amortization 30 30 60 60
Prof. Fee -- -- -- --
Office -- 164 -- 199
Filing fees, -- 326
disbursements -- 168 -- --
Mgmt. Expenses -- -- 60 --
------ ------ ------ ------
NET OPERATING LOSS FROM
DEVELOPMENT STAGE
ACTIVITIES 30 362 60 585
ACCUMULATED DEFICIT FROM
DEVELOPMENT STAGE -
Beginning 31,706 33,614 31,706 33,614
------ ------ ------ ------
ACCUMULATED DEFICIT FROM
DEVELOPMENT STAGE -
End 31,736 33,976 31,766 34,199
====== ====== ====== ======
</TABLE>
See notes to financial statements.
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<PAGE> 4
BISHOP EQUITIES, INC.
A DEVELOPMENT STAGE ENTERPRISE
September 30, 1996
STATEMENT OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Common Paid-in Accumulated
Date Stock Capital Deficit
- ---- -------- -------- -----------
<S> <C> <C> <C>
April 17, 1991
(incorporation) $ 0 $ 0
Common Stock authorized
25,000,000 shares par
value $.001: issued and
outstanding 500,000
shares at December 10, 1991 500 2,500
11,500 shares sold in
public offering, March 1993
(net of underwriting costs) 11 60,031
Public Offering Costs (25,520)
Retained Deficit during
development stage as of
March 31, 1993 (286)
Retained Deficit during
development stage as of
March 31, 1994 (17,241)
Retained Deficit during
development stage as of
March 31, 1995 (14,179)
Retained Deficit during
development stage as of
March 31, 1996 (1,908)
Retained Deficit during
development stage as of
September 30, 1996 (585)
September 30, 1996 $ 511 $ 37,011 $ 34,199
======== ======== ========
</TABLE>
See notes to financial statements.
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<PAGE> 5
BISHOP EQUITIES, INC.
A DEVELOPMENT STAGE ENTERPRISE
STATEMENT OF CASH FLOWS (Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
September 30,
1995 1996
------- -------
<S> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES $
Net Income (Loss) (60) (585)
Adjustments to reconcile Net
Income to Cash Flows From
Operating Activities
Increases (Decreases) in:
Organization Costs 60 60
Accrued Expenses (1,571) (750)
Due to/from Shareholder -- (405)
------- -------
NET CASH PROVIDED BY (1,571) (1,680)
OPERATING ACTIVITIES
CASH FLOW FROM FINANCING
ACTIVITIES -- --
NET CASH GAINED BY
INVESTING ACTIVITIES -- --
Net Increase (Decrease) in cash (1,571) (1,680)
CASH - BEGINNING 7,040 4,703
------- -------
CASH - END $ 5,469 $ 3,023
======= =======
</TABLE>
See notes to financial statements.
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<PAGE> 6
BISHOP EQUITIES, INC.
A DEVELOPMENT STAGE ENTERPRISE
NOTES TO FINANCIAL STATEMENTS (unaudited) - September 30, 1996
NOTE 1: Summary of Significant Accounting Policies
Bishop Equities, Inc. (the "Company") was organized in Nevada on April
17, 1991, and is a blank check company with no defined business plan
other than intention to acquire an existing private company through an
exchange of securities (the "Business Combination"). Selection of the
Business Combination candidate will be at the complete discretion of
Management, and upon consummation, control and management of the Company
may pass to other individuals who are presently unknown and
unidentifiable. The Company's success will depend upon Management's
ability to locate a suitable candidate for Business Combination, and to
consummate the transaction, and on the eventual profitability of the
resulting entity.
The Company's year end is March 31.
Organization costs will be amortized over a 60-month period.
During the period covered by the Report, the Company's activities were
limited to investigating potential candidates for merger or acquisition.
NOTE 2: Capitalization
The Offering commenced March 8, 1993 and concluded on March 19, 1993.
The Company sold to the public, through its underwriter, Westminster
Securities Corp. (the "Underwriter"), on a firm-commitment basis, a
total of 11,500 shares of common stock, par value $.001 per share (the
"Shares"), at $6.00 per Share, including the exercise of the
Underwriter's overallotment option.
The Company received net proceeds of $60,042 after deduction of $8,970
in underwriting commissions and discounts. Additional offering expenses
totalled $25,531, of which $20,607 was paid as of March 31, 1993 and the
remainder was paid subsequently.
Officers and directors are reimbursed for out-of-pocket expenses
incurred in the investigation of Business Combination candidates on the
Company's behalf including travel expenses.
The Underwriter purchased 1,000 nonredeemable Underwriter Warrants for
$.0125 each. Each may be exercised by the registered
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<PAGE> 7
BISHOP EQUITIES, INC.
A DEVELOPMENT STAGE ENTERPRISE
Notes to financial statements - September 30, 1996 -continued
holder to purchase one share for $7.20 during a four-year exercise
period commencing March 8, 1994. The exercise price and number of Shares
purchasable are subject to anti-dilution adjustment upon occurrence of
certain events.
The Company has undertaken to include the Underwriter Warrants in any
registration statement it may file during a six-year period commencing
March 8, 1994, and to file a registration statement containing the
Underwriter Warrants and/or underlying Shares at the request of the
holders on two occasions during a five-year period commencing March 8,
1993. The Underwriter has executed an undertaking that any registration
of the Underwriter Warrants will be for exercise, not distribution.
The amount of paid-in-capital was reduced by the amount of Deferred
Offering costs, and the costs of the Offering were offset against the
proceeds of the Offering.
NOTE 3: Employees; Related Party Transactions
The Company's officers are its only employees. No salaries were paid to
officers during the period. The secretary-treasurer, Maureen Abato, is
also the Company's attorney, and has been paid fees for certain legal
services rendered. The officers and directors have limited experience in
evaluating businesses and devote only minimal time to the Company's
affairs.
NOTE 4: Lease Commitment
Registrant maintains a rent-free mailing address in its president's
office, 355 South End Ave., #22B, New York NY 10280.
NOTE 5: Conflicts of Interest
Certain conflicts of interest will continue to exist between the Company
and its officers and directors, each of whom has other business
interests to which she devotes substantial attention. Each officer and
director is expected to continue in such activities, which could detract
from management time necessary for the Company's affairs.
The officers and directors hold similar positions in, and are major
shareholders of, other public 'blank check' companies and may also
become involved with other corporations which may file registration
statements for blank check offerings, all of which may compete with the
Company for available opportunities.
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<PAGE> 8
BISHOP EQUITIES, INC.
A DEVELOPMENT STAGE ENTERPRISE
Notes to financial statements - September 30, 1996 -continued
Management has established a limited policy for handling potential
conflicts of interest which may arise. The Company intends not to
conduct any business transaction with an entity in which its officers,
directors, major shareholders, or their affiliates or associates, have
an ownership interest. Further, the Company intends not to join in any
type of business combination with any of the other corporations in which
its officers and directors are involved in the same or similar
capacities.
The public offerings of all of the blank check ventures in which the
Company's president has been involved were also underwritten by the
Company's underwriter, Westminster Securities Corp. The Company's
independent auditor, Jody M. Weber, CPA, served as the independent
auditor for each.
Business Combination candidates are expected to become available
primarily through the personal contacts of the Company's officers and
directors, and the Company has not present intention to engage
professional firms specializing in business acquisitions or
reorganizations, nor to retain, hire or utilize any consultants. No
finders fees will be paid to any party in connection with a Business
Combination. No prediction can be made as to the costs of identifying a
suitable candidate for a Business Combination, or of consummating such a
transaction.
NOTE 6: Risk Factors
The Company was recently organized, has no history of operations or
revenues and is in its earliest stages of development.
The Company has no working capital and its ability to conduct its
proposed activities, i.e., the investigation of Business Combination
candidates, and operate as a going concern, is contingent upon locating
an acquisition candidate and consummating such transaction. The
Company's capital has been deemed sufficient to commence only very
limited operations.
NOTE 7: "Blue Sky Laws"
Many states have imposed restrictions on the tradeability of securities
of "blank check" companies. Upon completion of a Business Combination,
its securities may become eligible for sale in additional states.
-8-
<PAGE> 9
PART II - OTHER INFORMATION
Item 1. Legal Proceedings - None.
Item 2. Changes in Securities - None.
Item 3. Not Applicable
Item 4. No matters were submitted to a vote of the Company's
holders during the period.
Item 5. Other Information - None
Item 6. (a) Exhibits - None required
(b) None
SIGNATURES
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: July 27, 1998 BISHOP EQUITIES, INC.
By: /s/ Maureen Abato
-------------------
Maureen Abato
Secretary-Treasurer
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<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-START> APR-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 3,686
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 37,522
<OTHER-SE> (33,838)
<TOTAL-LIABILITY-AND-EQUITY> 3,686
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
