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Previous: DUFF & PHELPS UTILITY & CORPORATE BOND TRUST INC, N-30D, 1996-08-28 |
Next: STAGECOACH FUNDS INC /AK/, NSAR-A, 1996-08-28 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 15, 1996
BIO-CHEM, INC.
(Exact name of registrant as specified in its charter)
NEVADA 33-55254-43 87-0485308
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
3098 SO. HIGHLAND DRIVE, SUITE 460
SALT LAKE CITY, UTAH 84106
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (801) 485-7775
<PAGE>
ITEM 2. Acquisition of Assets.
On August 15, 1996, BIO-CHEM, Inc., ("the Company"), in
consideration of the issuance of 100,000 authorized but unissued shares,
acquired $50,000.00 from Capital General Corporation ("Capital"), for $.50 per
share. The price of the shares was arbitrarily decided upon by both parties.
After the completion of the acquisition, Capital became the
holder of approximately 92.8% of the issued and outstanding common shares of the
Company. Before the acquisition, Capital was the holder of approximately 92%
of the outstanding shares of the Company. Krista Nielson, President and Director
of the Company, and David R. Yeaman, Secretary and Director of the Company are
both officers and directors of Capital.
The table below sets forth the percentage of voting securities
of the Company now beneficially owned by controlling shareholders, officers and
directors:
Number of Shares Percent of
Owner Beneficially Owned Voting Securities
Capital General Corporation* 1,020,400 92.8%
Krista Nielson* 40,000 3.6%
All Officers and Directors* 1,060,400 96.4%
*Capital General Corporation is a private corporation, the majority of its
shares (80%) are owned by another private corporation, Yeaman Enterprises, Inc.
The shareholders of Yeaman Enterprises are members of the family of David R.
Yeaman who is also an officer and director of the Company and Capital General.
Mr. Yeaman's beneficial ownership of the securities of the Company includes
shares directly owned by Capital General. Other owners of the stock of Capital
General include Krista Nielson, the Company's president. Mr. Yeaman and Ms.
Nielson control and have beneficial ownership of the shares owned by Capital
General and exercise shared voting power and shared investment power over those
shares.
In addition to the Company's cash acquisition, the Company has
entered into the business of marketing, promoting and developing products
comprised of substances derived from naturally occurring organic and inorganic
sources, such as, but not limited to, melaleuca oil, surfactants, and grape and
grapefruit seed extract for use in industrial, commercial and consumer
applications. The Company is being provided rent, telephone and secretarial
services free of charge until December 31, 1996.
ITEM 7. Financial Statements and Exhibits.
Exhibits:
Financial Statements for the period ended August 15, 1996
<PAGE>
SIGNATURES
Pursuant to the 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 hereunto duly authorized.
BIO-CHEM, INC.
Dated: August 15, 1996 By: s\Krista Nielson
-------------------------
Krista Nielson, President
<PAGE>
<TABLE>
<CAPTION>
BIO-CHEM, INC.
(A Development Stage Company)
BALANCE SHEETS
(Unaudited)
8/15/96 12/31/95
-------------- --------------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash in bank $ 50,000 $ -0-
-------------- --------------
TOTAL CURRENT ASSETS 50,000 -0-
-------------- --------------
$ 50,000 $ -0-
============== ==============
LIABILITIES & EQUITY
CURRENT LIABILITIES
Accounts payable $ -0- $ -0-
-------------- --------------
TOTAL CURRENT LIABILITIES -0- -0-
STOCKHOLDERS' EQUITY Common Stock $.001 par value:
Authorized - 25,000,000 shares
Issued and outstanding
1,100,000 shares (1,000,000 in 1995) 1,100 1,000
Additional paid-in capital 49,900 -0-
Deficit accumulated during
the development stage (1,000) (1,000)
-------------- --------------
TOTAL STOCKHOLDERS' EQUITY 50,000 -0-
-------------- --------------
$ 50,000 $ -0-
============== ==============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
BIO-CHEM, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
8/09/90
(Date of
Period ended Year ended inception) to
8/15/96 1995 8/15/96
------------- ---------- -------------
<S> <C> <C> <C>
Net sales $ -0- $ -0- $ -0-
Cost of sales -0- -0- -0-
------------ ---------- -------------
GROSS PROFIT (LOSS) -0- -0- -0-
General and
administrative expenses -0- -0- 1,000
------------ ---------- -------------
NET INCOME (LOSS) $ -0- $ -0- $ (1,000)
============ ========== =============
Net income (loss) per weighted
average common shares $ .00 $ .00
=========== ==========
Weighted average number of
common shares used to compute
net income (loss) 1,100,000 1,000,000
=========== ==========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
BIO-CHEM, INC.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(Unaudited)
Deficit
Accumulated
Common Stock Additional During
Par Value $.001 Paid-in Development
Shares Amount Capital Stage
------------ ----------- -------------- ------------
<S> <C> <C> <C> <C>
Balances at 8/09/90
(Date of inception) -0- $ -0- $ -0- $ -0-
Issuance of common stock (restricted)
at $.001 per share at 8/09/90 1,000,000 1,000 -0-
Net loss for period (1,000)
------------ ----------- -------------- ------------
Balances at 12/31/90 1,000,000 1,000 -0- (1,000)
Net loss for year -0-
------------ ----------- -------------- ------------
Balances at 12/31/91 1,000,000 1,000 -0- (1,000)
Net loss for year -0-
------------ ----------- -------------- ------------
Balances at 12/31/92 1,000,000 1,000 -0- (1,000)
Net loss for year -0-
------------ ----------- -------------- ------------
Balances at 12/31/93 1,000,000 1,000 -0- (1,000)
Net loss for year -0-
------------ ----------- -------------- ------------
Balances at 12/31/94 1,000,000 1,000 -0- (1,000)
Net loss for year -0-
------------ ----------- -------------- ------------
Balances at 12/31/95 1,000,000 1,000 -0- (1,000)
Stock sold 100,000 100 49,900
Net loss for period -0-
------------ ---------- ------------- ------------
Balances at 8/15/96 1,100,000 $ 1,100 $ 49,900 $ (1,000)
============ =========== ============= ============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
BIO-CHEM, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
8/09/96
(Date of
Period Ended Year Ended inception) to
8/15/96 12/31/95 8/15/96
----------------- ------------------ ----------------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income (loss) $ -0- $ -0- $ (1,000)
Adjustments to reconcile
net income (loss) to cash
used by operating activities -0- -0- -0-
----------------- ------------------ ----------------
NET CASH PROVIDED (USED)
BY OPERATING ACTIVITIES -0- -0- (1,000)
INVESTING ACTIVITIES
Organization Costs -0- -0- -0-
----------------- ------------------ ----------------
NET CASH USED BY
INVESTING ACTIVITIES -0- -0- -0-
FINANCING ACTIVITIES
Proceeds from sale of
common stock 50,000 -0- 51,000
----------------- ------------------ ----------------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 50,000 -0- 51,000
----------------- ------------------ ----------------
INCREASE IN CASH
AND CASH EQUIVALENTS 50,000 -0- 50,000
Cash and cash equivalents
at beginning of year -0- -0- -0-
----------------- ------------------ ----------------
CASH & CASH EQUIVALENTS
AT END OF PERIOD $ 50,000 $ -0- $ 50,000
================= ================== ================
</TABLE>
<PAGE>
BIO-CHEM, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
August 15, 1996
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
Accounting Methods
The Company recognizes income and expenses based on the
accrual method of accounting.
Dividend Policy:
The Company has not yet adopted any policy regarding
payment of dividends.
Income Taxes:
The Company records the income tax effect of transactions
in the same year that the transactions enter into the
determination of income, regardless of when the
transactions are recognized for tax purposes. Tax credits
are recorded in the year realized. Since the Company has
not yet realized income as of the date of this report, no
provision for income taxes has been made.
In February, 1992, the Financial Accounting Standards
Board adopted Statement of Financial Accounting Standards
No. 109, Accounting for Income Taxes, which supersedes
substantially all existing authoritative literature for
accounting for income taxes and requires deferred tax
balances to be adjusted to reflect the tax rates in effect
when those amounts are expected to become payable or
refundable. The Statement is required to be applied in the
Company's financial statements for the fiscal year
commencing January 1, 1993. The Company has elected to
recognize the cumulative effect of the change in 1993. At
December 31, 1995 a deferred tax asset has not been
recorded due to the Company's lack of operations to
provide income to use the net operating loss carryover of
$1,000 which will expire December 31, 2006.
NOTE 2: DEVELOPMENT STAGE COMPANY
The Company was incorporated under the laws of the State
of Nevada on August 9, 1990 and has been in the
development stage since incorporation.
NOTE 3: CAPITALIZATION
On the date of incorporation, the Company sold 1,000,000
shares of its common stock to Capital General Corporation
for $1,000 cash for an average consideration of $.001 per
share. On August 15, 1996, the Company sold 100,000 shares
of its common stock for $50,000.00 cash for an average
consideration of $.50 per share. The Company's authorized
stock includes 25,000,000 shares of common stock at $.001
par value.
NOTE 4: RELATED PARTY TRANSACTIONS
The Company neither owns or leases any real property.
Office services are provided, without charge, by Capital
General Corporation. Such costs are immaterial to the
financial statements, and, accordingly, have not been
reflected therein. The officers and directors of the
Company are involved in other business activities and may,
in the future, become involved in other business
opportunities. If a specific business opportunity becomes
available, such persons may face a conflict in selecting
between the Company and their other business interests.
The Company has not formulated a policy for the resolution
of such conflicts.
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