UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________ to __________
Commission File No. 33-55254-43
BIO-CHEM, INC.
(Exact name of Registrant as specified in its charter)
NEVADA 87-0485308
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
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
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 Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. [X] Yes [ ] No
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.
Class Outstanding as of May, 1997
- ------------------------------------ ---------------------------
$.001 PAR VALUE CLASS A COMMON STOCK 1,100,000 SHARES
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
BASIS OF REPRESENTATION
General
The accompanying unaudited financial statements have been prepared in
accordance with the instructions to Form 10-Q and, therefore, do not include all
information and footnotes necessary for a complete presentation of financial
position, results of operations, cash flows and stockholders' equity in
conformity with generally accepted accounting principles. In the opinion of
management, all adjustments considered necessary for a fair presentation of the
results of operations and financial position have been included and all such
adjustments are of a normal recurring nature. Operating results for the quarter
ended March 31, 1997, are not necessarily indicative of the results that can
be expected for the year ending December 31, 1997.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Current assets at March 31, 1997 were $50,000 as compared to net
current assets at March 31, 1996 of $0.00. The increase in current assets was
due to an increase in cash of $50,000 from the sale of 100,000 shares of the
Company's common stock at $.50 per share.
The Company has not received any income nor incurred any expenses as of
the quarter ended March 31, 1997, and has limited operational history. All risks
inherent in new and inexperienced enterprises are inherent in the Company's
business. The Company has not made a formal study of the economic potential
of any business. At the present, the Company has not identified any assets or
business for acquisition.
The Company will continue to expand through its proposed business
operations and through acquisitions and will be extremely limited in its
attempts to locate potential business situations for investigation. However, the
Company's officers, directors and major shareholder believe that the present
amount of capital contributed recently is sufficient to enable it to satisfy its
reporting and other obligations as a public company for the foreseeable future.
The Company plans to continue on a limited basis, the process of investigating
possible merger and acquisition candidates.
Management anticipates that due to the limited amount of its resources,
the Company may be restricted to participation in only one potential business
venture. This lack of diversification should be considered a substantial risk
because it will not permit the Company to offset potential losses from one
venture against gains from another. The Company's status as a publicly-held
corporation may enhance its ability to locate potential business ventures.
Based on current economic and regulatory conditions, Management
believes that it is possible, if not probable, for a company like the Company,
with limited assets, to negotiate a merger or acquisition with a viable private
company. The opportunity arises principally because of the high legal and
accounting fees and the length of time associated with the registration process
of "going public." However, should any of these conditions change, it is very
possible that there would be little or no economic value for anyone taking over
control of the Company.
<PAGE>
<TABLE>
<CAPTION>
BIO-CHEM, INC.
(A Development Stage Company)
BALANCE SHEETS
3/31/97 12/31/96
Unaudited Audited
----------- -----------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash in bank $ 50,000 $ 50,000
----------- -----------
TOTAL CURRENT ASSETS 50,000 50,000
----------- -----------
$ 50,000 $ 50,000
=========== ===========
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 1,100 1,100
Additional paid-in capital 49,900 49,900
Deficit accumulated during
the development stage (1,000) (1,000)
----------- -----------
TOTAL STOCKHOLDERS' EQUITY 50,000 50,000
----------- -----------
$ 50,000 $ 50,000
=========== ===========
F-1
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
BIO-CHEM, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
8/09/90
For the three months (Date of
ended March 31, inception) to
1997 1996 3/31/97
Unaudited Unaudited Unaudited
------------ ------------ ------------
<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>
F-2
<PAGE>
<TABLE>
<CAPTION>
BIO-CHEM, INC.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Common Stock Additional
Par Value $.001 Paid-in Retained
Shares Amount Capital Deficit
---------- ---------- ----------- -----------
<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 income for year - 0 -
--------- --------- ---------- -----------
Balances at 12/31/91 1,000,000 1,000 - 0 - (1,000)
Net income for year - 0 -
--------- --------- ---------- -----------
Balances at 12/31/92 1,000,000 1,000 - 0 - (1,000)
Net income for year - 0 -
--------- --------- ---------- -----------
Balances at 12/31/93 1,000,000 1,000 - 0 - (1,000)
Net income for year - 0 -
--------- --------- ---------- -----------
Balances at 12/31/94 1,000,000 1,000 - 0 - (1,000)
Net income for year - 0 -
--------- --------- ---------- -----------
Balances at 12/31/95 1,000,000 1,000 - 0 - (1,000)
Issuance of common stock
(restricted) at $.50
per share at 8/15/96 100,000 100 49,900
Net income for year - 0 -
--------- --------- ---------- -----------
Balances at 12/31/96 1,100,000 1,100 49,900 (1,000)
Net income for period - 0 -
--------- --------- ---------- -----------
Balances at 3/31/97 1,100,000 $ 1,100 $ 49,900 $ (1,000)
========= ========= ========== ===========
F-3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
BIO-CHEM, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
8/09/90
For the three months (Date of
ended March 31, inception) to
1997 1996 3/31/97
Unaudited Unaudited Unaudited
------------- ------------- -------------
<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 - 0 - - 0 - - 0 -
------------- ------------- -------------
NET CASH USED BY
INVESTING ACTIVITIES - 0 - - 0 - - 0 -
FINANCING ACTIVITIES
Proceeds from sale of
common stock - 0 - - 0 - 51,000
------------- ------------- -------------
NET CASH PROVIDED BY
FINANCING ACTIVITIES - 0 - - 0 - 51,000
------------- ------------- -------------
INCREASE IN CASH
AND CASH EQUIVALENTS - 0 - - 0 - 50,000
Cash and cash equivalents
at beginning of year 50,000 - 0 - - 0 -
------------- ------------- -------------
CASH & CASH EQUIVALENTS
AT END OF PERIOD $ 50,000 $ - 0 - $ 50,000
============= ============= =============
F-4
</TABLE>
<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 thereunto duly authorized.
BIO-CHEM, INC.
Dated: May 12, 1997 s\Krista Nielson
------------------------------------------------------
Krista Nielson, President, CEO and Director
Dated: May 12, 1997 s\Sasha Belliston
------------------------------------------------------
Sasha Belliston, Secretary/Treasurer, CFO and Director
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
BIO-CHEM, INC. March 31, 1997 financial statements and is qualified in
its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000894562
<NAME> BIO-CHEM, INC.
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 50,000
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 50,000
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 50,000
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 1,100
<OTHER-SE> 48,900
<TOTAL-LIABILITY-AND-EQUITY> 50,000
<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>
