SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q Amendment No. 1
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended SEPTEMBER 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 33-55254-43
INTERBET, INC.
(Exact name of registrant as specified in its charter)
NEVADA 87-0485308
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
Suite 110, 1777 Botelho Drive, Walnut Creek, California 94596
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (510) 296-2400
BIO-CHEM, INC., Suite 460, 3098 South Highland Drive
Salt Lake City, Utah 84601
Former name, former address and former fiscal year, if changed since last report
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. Yes X No
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
4,281,904 shares at September 30, 1997
<PAGE>
PART I--FINANCIAL INFORMATION
Item 1. Financial Statements.
INDEX TO FINANCIAL STATEMENTS
Page
Balance Sheet................................................................F-2
Statement of Operations......................................................F-3
Statement of Stockholders' Equity............................................F-4
Statement of Cash Flows......................................................F-5
Notes to Financial Statements................................................F-7
F-1
<PAGE>
InterBet, Inc.
(A development stage enterprise)
Balance Sheet
September 30,
1997
------------------------
ASSETS (Unaudited)
CURRENT ASSETS
Cash $ 2,053
Note payable proceeds receivable 41,000
------------------------
Total Current Assets 43,053
------------------------
OTHER ASSETS
Deposit on deferred offering costs 175,000
Advances receivable 1,698
------------------------
Total Other Assets 176,698
------------------------
Total Assets $ 219,751
========================
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Accounts payable $ 27,221
Accrued interest payable 2,865
Advances payable 95,500
------------------------
Total Current Liabilities 125,586
------------------------
LONG-TERM LIABILITIES
Notes payable (note 1b) 140,000
------------------------
Total Long-Term Liabilities 140,000
------------------------
Total Liabilities 265,586
------------------------
STOCKHOLDERS' EQUITY
Common stock, no par value, authorized 10,000,000
shares; 4,281,904 at September 30, 1997 issued and
outstanding. (note 2) 390,006
Preferred stock, no par value, authorized 1,000,000
shares; 0 shares issued and outstanding. (note 2) 0
Deficit accumulated in the development stage (435,841)
------------------------
Total Stockholders' Equity (45,835)
------------------------
Total Liabilities and Stockholders' Equity $ 219,751
========================
The accompanying notes are an integral part of the financial statements
F-2
<PAGE>
InterBet, Inc.
(A development stage enterprise)
Statement of Operations
Period since inception ended September 30,
1997
------------------------
REVENUE (Unaudited)
Revenue $ 0
------------------------
Total revenue 0
COST OF SALES
Cost of sales 0
------------------------
Gross profit/(loss) 0
EXPENSES
Advertising 1,422
Automobile expenses 128
Bank charges 252
Consultants 385,178
Dues, fees, licenses and taxes 150
Interest expense 6,510
Office expenses 13,618
Product development 13,824
Professional fees 1,875
Rent 10,744
Travel and entertainment 2,114
Miscellaneous 26
-----------------------
Total expenses 435,841
-----------------------
Net loss before tax benefit (435,841)
-----------------------
Income tax benefit (note 3) 0
-----------------------
Net loss $ (435,841)
=======================
Weighted average number of shares outstanding 3,148,607
=======================
Net loss per share $ (0.14)
=======================
The accompanying notes are an integral part of the financial statements.
F-3
<PAGE>
InterBet, Inc.
(A development stage enterprise)
Statement of Stockholder's Equity
<TABLE>
<S> <C> <C> <C> <C> <C>
Shares of Total
Common Common Preferred Accumulated Stockholders'
Stock Stock Stock Deficit Equity
BALANCE, June
10, 1996 0 $ 0 0 0 0
Capital investment:
June 1996 - founders 2,865,200 191,112 0 0 191,112
June 1997 - via S-8 1,050,000 172,200 0 0 172,200
June 1997 - for cash 365,854 60,000 0 0 60,000
July 1997 - for cash 1,850 11,100 0 0 11,100
July 1997 - redemption for cash (1,000) (6,671) 0 0 (6,671)
July 1997 - broker charges 0 (37,735) 0 0 (37,735)
Net loss 0 0 0 (435,841) (435,841)
------------- ------------- ------------- ------------------ -----------------
BALANCE, September
30, 1997 Unaudited) 4,281,904 $ 390,006 0 (435,841) (45,835)
============= ============= ============= ================== =================
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-4
<PAGE>
InterBet, Inc.
(A development stage enterprise)
Statement of Cash Flows
Period since inception ended September 30,
<TABLE>
<S> <C>
1997
----------------
CASH FLOWS FROM DEVELOPMENT ACTIVITIES: (Unaudited)
Net loss $ (435,841)
Adjustments to reconcile net loss to net cash used for operating activities:
Stock issued for services 363,312
Changes in operating assets and liabilities:
(Increase) decrease in note payable proceeds receivable (41,000)
(Increase) decrease in other assets (1,698)
Increase (decrease) in accounts payable 27,221
Increase (decrease) in accrued liabilities 2,865
----------------
Net cash used for development activities (85,141)
----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Deposit on deferred offering costs (175,000)
----------------
Net cash used by investing activities (175,000)
----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Notes payable issued for cash 315,000
Common stock issued for cash net of expenses
of offering of $37,735 26,694
Advances from others 95,500
Principal payments on debt (175,000)
----------------
Net cash provided by financing activities 262,194
----------------
Increase (decrease) increase in cash 2,053
CASH, beginning of period 0
----------------
CASH, end of period $ 2,053
================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid in cash $ 0
================
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-5
<PAGE>
InterBet, Inc.
(A development stage enterprise)
Notes to Financial Statements
(Unaudited)
(1) Summary of significant accounting policies
The Company InterBet, Inc. was incorporated on June 10, 1996 in Nevada and
conducts business from its headquarters in Walnut Creek, California.The
financial statements have been prepared in conformity with generally
accepted accounting principles. In preparing the financial statements,
management is required to make estimates and assumptions that affect
the reported amounts of assets and liabilities as of the dates of the
statements of financial condition and revenues and expenses for the
periods then ended.Actual results could differ significantly from those
estimates. The financial statements for the period since inception
ended September 30, 1997 include all adjustments which in the
opinion of management are necessary for fair presentation. The
following summarize the more significant accounting and reporting
policies and practices of the Company:
a) Fixed assets. Fixed assets are expected to be recorded at cost.
Depreciation will computed by the straight-line method over the
estimated useful lives of the assets, generally three or five years.
Expenditures for maintenance and repairs will be charged to operations
as incurred.
b) Notes payable. The Company issued notes payable in exchange for cash.
The long term debentures carry a stated rate of 12% and mature on
August 15, 2001. The interest is payable semi-annually commencing nine
months after full subscription amounting to $5 million. The balance
outstanding at September 30, 1997 is $140,000. The debentures currently
outstanding are convertible into 39,206 shares of the Company's common
stock at the descretion of the debenture holders. The debentures will
automatically convert to shares of common stock if the Company
completes an initial public offering which nets the Company at least
$9.8 million and is priced at $7 per share or more; or if the Company's
common stock is listed on a national stock exchange, or is listed on
NASDAQ with a minimum bid/ask price of $7 per share and has a public
float of at least 1 million shares.
c) Net loss per share. Net loss per share is computed by dividing the net
loss by the weighted average number of shares outstanding during the
period.
(2) Stockholders'equity. The Company has authorized 10,000,000 shares of no
par value common stock and 1,000,000 shares of no par preferred stock.
In June 1996, the Company issued 2,865,200 shares of common stock in
exchange for services previously provided to the Company valued at
$191,112. In conjunction with the issuance of the debentures, the
Company has issued 7,840 warrants convertible into 7,840 shares of the
Company's common stock. In June 1997 the Company issued 1,050,000
shares of common stock under an S-8 registration as compensation to
certain consultants in lieu of cash. In June 1997, the Company issued
365,854 shares of common stock in exchange for $60,000 in cash. In
July, 1997 the Company issued 1,850 shares of common stock in exchange
for $11,100 in cash, redeemed 1,000 shares of stock originally issued
in June, 1996 for $6,671 and reduced capital by the payment of $37,735
to two brokerage firms for expenses of offering.
(3) Income taxes. The amount recorded as deferred income tax asset at
September 30, 1997, $177,588 represents the amount of tax benefit
of loss carry-forwards. The Company has established a $177,588
valuation allowance against this asset, as the Company has no
history of profitable operations. At September 30, 1997, the
Company has a net operating loss carry-forward for income tax
purposes of approximately $435,841, with $191,112 expiring in 2011
and $244,729 expiring in 2012.
(4) License agreements. In July 1996, the Company entered into a license
agreement with the Thlopthlocco Tribal Town Business Committee,
(Tribe). This agreement was subsequently canceled as provided for in
the agreement due to the Tribe's difficulty in obtaining a Class II
gaming license approval from the National Indian Gaming Commission.
The Company initiated negotiations with the Wiyot-Yurok-Tolowa Indian
Tribe which is in possession of the necessary licenses and approvals
and a contract with them is expected.
F-7
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
The Registrant is a development stage company. The Registrant's plan of
operation for the next twelve months is to establish a rapid market share in
internet gambling. The Registrant has planned an aggressive implementation
schedule for that purpose.
The Registrant will require funding to impliment its plan of operation. There is
no assurance such funding will be available on reasonable terms, if at all.
During the period covered by this report the Registrant terminated its agreement
with the Thlopthlocco Indian Tribe of Oklahoma due to the Tribe's difficulty
in obtaining a Class II gaming license approval from the National Indian Gaming
Commission. The registrant initiated negotiations with the Wiyot-Yurok-Tolowa
Indian Tribe which is in possession of the necessary licenses and approvals and
a contract with them was expected to be completed in the immediate future.
During the period covered by this report the Registrant renegotiated its
relationship with nineCo to allow for other software developers to produce the
Internet Bingo game needed by InterBet. The Registrant initiated negotiations
with a major software manufacturer, Random Corporation, to complete a suite of
Class II gambling games for InterBet's use on the Internet. Contract
negotiations were expected to be completed in the immediate future.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable to the Registrant.
PART II--OTHER INFORMATION
Item 1. Legal Proceedings.
The Registrant is not engaged in any legal proceedings, and is not aware of
any threatened or pending claims or assessments.
Item 2. Changes in Securities.
There has been no change in the Registrant's outstanding securities or in the
rights evidenced thereby.
<PAGE>
Item 3. Defaults Upon Senior Securities.
The Registrant is not in default on any senior securities.
Item 4. Submission of Matters to a Vote of Security Holders.
The Registrant did not submit any matters to a vote of its security holders.
Item 5. Other Information.
NONE
Item 6. Exhibits and Reports on Form 8-K.
The Company hereby incorporates its Form 8-K filed on June 24, 1997.
Exhibits
(27) Financial Data Schedule
<PAGE>
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.
INTERBET, INC.
(Registrant)
/s/ Stanley Deck, Jr.
Stanley Deck, Jr., President and Chief Executive Officer
Date: November 10, 1997
/s/Michael Vishno
Michael Vishno, Secretary and Chief Financial Officer
Date: November 10, 1997
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule comtains summary financial information extracted from the
unaudited financial statements of Interbet, Inc. for September 30, 1997 and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000894562
<NAME> Interbet, Inc.
<MULTIPLIER> 1
<CURRENCY> US Dollar
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> Jan-01-1997
<PERIOD-END> SEP-30-1997
<EXCHANGE-RATE> 1
<CASH> 2,053
<SECURITIES> 0
<RECEIVABLES> 41,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 43,053
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 219,751
<CURRENT-LIABILITIES> 125,586
<BONDS> 0
0
0
<COMMON> 390,006
<OTHER-SE> (435,841)
<TOTAL-LIABILITY-AND-EQUITY> 219,751
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 244,729
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (244,729)
<INCOME-TAX> 0
<INCOME-CONTINUING> (244,729)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (244,729)
<EPS-PRIMARY> (0.07)
<EPS-DILUTED> (0.07)
</TABLE>
