SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10Q-SB
Quarterly Report under Section 13 or 15(d) of
the Securities Exchange Act of 1934
For Quarter Ended Commission File Number
----------------- ----------------------
September 30, 2000 000-26907
BIO AMERICAN CAPITAL CORPORATION
----------------------------------
(Exact name of registrant as specified in its charter)
Nevada 93-1118938
(State of incorporation) IRS Employer ID Number
462 Stevens Avenue, Suite #308, Solana Beach, CA 92075
(Address of principal executive offices) (Zip Code)
858.793.5900
(Registrant's Telephone number)
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 the filing
requirements for at least 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.
3,930,250 common shares as of September 30, 2000
<PAGE>
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Page
Item 1 Financial Statements............................................... 3
Item 2 Management Discussion and Analysis of Financial Condition and
Results of Operations.............................................. 9
PART II - OTHER INFORMATION
Item 1 Legal Proceedings..................................................11
Item 2 Changes in Securities............................................. 11
Item 3 Default Upon Senior Securities.................................... 11
Item 4 Submission of Matters to a Vote of Security Holders............... 11
Item 5 Other Information................................................. 11
Item 6 Exhibits and Reports on Form 8-K.................................. 11
PART III
Signature 12
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
For financial information, please see the financial statements and the
notes thereto, attached hereto and incorporated by this reference.
The financial statements have been prepared by Bio-American Capital
Corporation without audit pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnotes
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted as
allowed by such rules and regulations, and management believes that the
disclosures are adequate to make the information presented not misleading. These
financial statements include all the adjustments which, in the opinion of
management, are necessary to a fair presentation of financial position and
results of operations. All such adjustments are of a normal and recurring
nature. These financial statements should be read in conjunction with the
audited financial statements at December 31, 1999, included in the Company's
Form 10-SB.
<PAGE>
<TABLE>
<CAPTION>
BIO-AMERICAN CAPITAL CORP.
(A Development Stage Company)
Balance Sheet
(Unaudited)
<S> <C> <C>
September 30, December 31,
2000 1999
------------- ------------
(Unaudited)
ASSETS:
Current Assets:
Cash $ - $ 589
Interest Receivable - -
Notes Receivable - -
------------- -----------------
TOTAL ASSETS $ - $ 589
============= =================
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT):
Current Liabilities:
Accounts Payable $81,150 $ 47,074
Accrued Liabilities - 1,087
Notes Payable - 16,500
------------- -----------------
Total Current Liabilities 81,150 64,661
------------- -----------------
Stockholders' Equity (Deficit):
Common Stock, par value $0.001; 100,000,000
shares authorized; 3,930,250 shares issued and
outstanding in 2000, and 1,830,250 shares issued
and outstanding in 1999. 3,930 1,830
Additional Paid-in Capital 543,083 503,183
Accumulated Deficit during the Development Stage (628,163) (569,085)
------------- -----------------
Total Stockholders' Equity (Deficit) (81,150) (64,072)
------------- -----------------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) $ - $ 589
============= =================
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-4
<PAGE>
<TABLE>
<CAPTION>
BIO-AMERICAN CAPITAL CORP.
(A Development Stage Company)
Statements of Operations
For the Three and Nine Months Ended September 30, 2000 and September 30, 1999
With Comparative Totals from May 5, 1992 (Inception) to September 30, 2000
(Unaudited)
<S> <C> <C> <C> <C> <C>
(Unaudited)
For the
Period
(Unaudited) (Unaudited) May 5, 1992
Three Months Ended Nine Months Ended (Inception) to
September 30, September 30, September 30,
------------------------- -------------------------
2000 1999 2000 1999 2000
----------- ----------- ---------- ----------- ------------
REVENUE: $ - $ - $ - $ - $ -
EXPENSES:
Provision for Bad Debt - - - - 453,432
Amortization - - - - 500
Professional Expenses - 255 6,494 7,463 41,307
Management Fees 15,000 15,000 45,000 45,000 115,000
Travel & Other 30 30 90 98 2,215
Office Expenses 2,250 2,250 6,750 6,750 17,250
----------- ----------- ---------- ----------- ------------
TOTAL EXPENSES 17,280 17,535 58,334 59,311 629,704
OTHER INCOME - 13,502 - 40,506 3,372
OTHER EXPENSE - 495 744 595 1,831
----------- ----------- ---------- ----------- ------------
NET LOSS $ (17,280) $ (4,528) $ (59,078) $ (19,400) $ (628,163)
=========== =========== ========== =========== ============
NET LOSS PER SHARE $ - $ - $ (0.02) $ (0.01)
=========== =========== ========== ===========
WEIGHTED AVERAGE SHARES OUTSTANDING 3,930,250 1,830,250 2,848,507 1,830,250
=========== =========== ========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-5
<PAGE>
<TABLE>
<CAPTION>
BIO-AMERICAN CAPITAL CORP.
(A Development Stage Company)
Statements of Cash Flows
For the Three and Nine Months Ended September 30, 2000 and September 30, 1999
With Comparative Totals from May 5, 1992 (Inception) to September 30, 2000
(Unaudited)
<S> <C> <C> <C> <C> <C>
(Unaudited)
For the
Period
(Unaudited) (Unaudited) May 5, 1992
Three Months Ended Nine Months Ended (Inception) to
September 30, September 30, September 30,
--------------------- -----------------------
2000 1999 2000 1999 2000
--------- -------- ---------- --------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $(17,280) $(4,528) $ (59,078) $ (19,400) $ (628,163)
Adjustments to reconcile net loss to net cash
used in operating activities;
Amortization - - - - 500
Changes in assets and liabilities:
Increase (Decrease) in Accounts Payable 17,233 10,000 34,076 623 81,150
Increase (Decrease) in Accrued Liabilities - 495 (1,087) 595 -
Increase in Interest Receivable - (13,502) - (40,506) -
Decrease in Notes Payable - - (16,500) - -
-
--------- -------- ---------- ---------
Net Cash Used in Operating Activities (47) (7,535) (42,589) (58,688) (546,513)
CASH FLOWS FROM INVESTING ACTIVITIES:
Incorporation Costs - - - - (500)
--------- -------- ---------- --------- -----------
Net Cash Used in Investing Activities - - - - (500)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Sale of Common Stock - - 42,000 13,200 547,013
Proceeds from Notes Payable - - - 16,500 -
--------- -------- ---------- --------- -----------
Net Cash Provided by Financing Activities - - 42,000 29,700 547,013
(Decrease) Increase in Cash (47) (7,535) (589) (28,988) -
Cash - Beginning of Period 47 8,367 589 29,820 -
--------- -------- ---------- --------- -----------
Cash - End of Period $ - $ 832 $ - $ 832 $ -
========= ======== ========== ========= ===========
Supplemental Disclosures of Cash Flow Information
Cash paid during the year for:
Interest $ - $ 495 $ 744 $ 595 $ 1,831
========= ======== ========== ========= ===========
Income taxes $ - $ - $ - $ - $ -
========= ======== ========== ========= ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-6
<PAGE>
<TABLE>
<CAPTION>
BIO-AMERICAN CAPITAL CORP.
(A Development Stage Company)
Statements of Changes in Stockholders' Equity (Deficit)
For the Period May 5 1992 (Inception) to September 30, 2000
(Unaudited)
<S> <C> <C> <C> <C> <C> <C>
Defict
Accumulated
Additional Stock During the
Common Stocks Paid-In Subscription Development
Shares Amount Capital Receivable Stage Total
-------------------- ---------- ------------ ------------ -----
Balance - May 5, 1992 (Inception) - $ - $ - $ - $ - $ -
----------- ------- ---------- -------- --------- --------
Balance - December 31, 1992 - - - - - -
----------- ------- ---------- -------- --------- --------
Issuance to Founders for Cash 39,000 39 7,761 - - 7,800
Net Loss - - - - (1,285) (1,285)
----------- ------- ---------- -------- --------- --------
Balance - December 31, 1993 39,000 39 7,761 - (1,285) 6,515
Net Loss - - - - (2,732) (2,732)
----------- ------- ---------- -------- --------- --------
Balance - December 31, 1994 39,000 39 7,761 - (4,017) 3,783
Net Loss - - - - (3,583) (3,583)
----------- ------- ---------- -------- --------- --------
Balance - December 31, 1995 39,000 39 7,761 - (7,600) 200
Net Loss - - - - (185) (185)
----------- ------- ---------- -------- --------- --------
Balance - December 31, 1996 39,000 39 7,761 - (7,785) 15
Net Loss - - - - (185) (185)
----------- ------- ---------- -------- --------- --------
Balance - December 31, 1997 39,000 39 7,761 - (7,970) (170)
Issuance of Stock for cash - January 5, 1998 251,250 251 4,749 - - 5,000
Issuance of Stock for cash - December 11, 1998 1,500,000 1,500 477,513 - - 479,013
Issuance of stock for subscription agreement -
December 31, 1998 40,000 40 13,160 (13,200) - -
Net Loss - - - - (22,968) (22,968)
----------- ------- ---------- -------- --------- --------
Balance - December 31, 1998 1,830,250 1,830 503,183 (13,200) (30,938) 460,875
Cash payment for subscription agreement
- January and February 1999 - - - 13,200 - 13,200
Net Loss - - - - (538,147) (538,147)
----------- ------- ---------- -------- --------- --------
Balance - December 31, 1999 1,830,250 1,830 503,183 - (569,085) (64,072)
Issuance of Stock for debt forgiveness - 5/16/2000 2,100,000 2,100 39,900 - - 42,000
Net Loss - September 30, 2000 - - - - (59,078) (59,078)
----------- ------- ---------- -------- --------- --------
Balance - September 30, 2000 3,930,250 $3,930 $ 543,083 $ - $ (628,163) $ (81,150)
=========== ======= ========== ======== ========= ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-7
<PAGE>
BIO-AMERICAN CAPITAL CORPORATION
(A Development Stage Company)
Notes to Financial Statements
September 30, 2000
(Unaudited)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
--------------------------------------------------------------------
ORGANIZATION:
------------
Bio-American Capital Corporation (a Development Stage Company) was incorporated
in May 1992 in the state of Nevada to raise capital for a business venture. In
November 1998 the Company raised $508,200 to become a technology venture finance
company that would organize, capitalize, acquire and finance technology
companies. The Company provided $450,060 in financing to a private holding
company. The notes payable matured in December 1999 and no payments have been
received. Once the Company has sufficient working capital it will pursue its
legal remedies. In May 2000, with limited operating capital the Company has
become a "public shell" and is actively pursuing merging with an operating
company that has a strong business plan and wants to establish a public trading
market for its securities.
The accompanying unaudited financial statements have been prepared in accordance
with the instructions to Form 10-QSB and do not include all of the information
and notes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all material adjustments,
consisting of only normal recurring adjustments considered necessary for a fair
presentation, have been included. These statements should be read in conjunction
with the financial statements and notes included in the Company's Form 10-SB.
The results of operations for the three and nine months ended September 30,
2000, are not necessarily indicative of the results for the reminder of the
fiscal year ending December 31, 2000.
NET LOSS PER SHARE:
------------------
Basic and diluted net loss per share information is presented under the
requirements of SFAS No. 128, Earnings per Share. Basic net loss per share is
computed by dividing net loss by the weighted average number of shares of common
stock outstanding for the period; less shares subject to repurchase. Diluted net
loss per share reflects the potential dilution of securities by adding other
common stock equivalents, including stock options, shares subject to repurchase,
warrants and convertible preferred stock, in the weighted-average number of
common shares outstanding for a period, if dilutive. All potentially dilutive
securities have been excluded from the computation, as their effect is
anti-dilutive.
NOTE 2 - DEBT FORGIVENESS:
-------------------------
As of May 16, 2000, the Company owed the President of the Company $16,500 in
notes payable; $1,582 in accrued interest; $50,000 in accrued management fees;
and $7,500 in office expenses to a related party. To reduce the Company's
delinquent indebtedness and retain the services of the Company's President, in
<PAGE>
May 2000 the Board of Directors approved the issuance of 2,100,000 shares of
common stock to the President in exchange for the forgiveness of $42,000 of
indebtedness. Prior to May 15, 2000 the stock last traded for $0.02 per shares
on April 4, 2000.
NOTE 3 -GOING CONCERN:
---------------------
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplates continuation of the
Company as a going concern. The Company operations are in the development stage
and the Company has experienced significant losses from limited operations. As
shown in the financial statements, since inception the Company incurred a net
loss of $628,163.
The future success of the Company is likely dependent on its ability to attain
additional capital to develop its proposed objectives and ultimately, upon its
ability to attain future profitable operations. There can be no assurance that
the Company will be successful in obtaining such financing, or that it will
attain positive cash flow from operations which raises substantial doubt about
the Company's ability to continue as a going concern.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
--------------------------------------------------------------------------------
of Operations
-------------
Results of Operations
---------------------
The Company had no revenue or operations for the period. There can be
no assurance that the Company will be able to complete a merger with an
operating company. Due to the lack of a specified business opportunity, the
Company is unable to predict the period for which it can conduct operations.
Comparison of Operating Results for the Three Months Ended September 30, 2000
--------------------------------------------------------------------------------
and September 30, 1999
----------------------
The Company had no revenues for the three months ended September 30,
2000 and September 30, 1999. In 2000 the Company incurred $17,280 in expenses
compared to $17,535 in 1999. In 2000, $15,000 was incurred as a management fee
to the President of the Company, and $2,250 was incurred for the office and
related expenses. In 1999, $15,000 was incurred as a management fee to the
President of the Company, and $2,250 was incurred for the office and related
expenses. Expenses in 1999 were reduced by the $13,502 of accrued interest
income on the Notes Receivable from Universal Alliance, Inc. Expenses in 1999
were increased by the accrued interest expense of $495 on the notes payables
that were forgiven in May 2000.
The net operating loss in the third quarter in 2000 was $17,280 as
compared to $4,528 in 1999. The net loss per share for the quarter each year was
less than $0.01 in 2000 and 1999.
Comparison of Operating Results for the Nine Months Ended September 30, 2000 and
--------------------------------------------------------------------------------
September 30, 1999
------------------
The Company had no revenues for the nine months period ended September
30, 2000 and September 30, 1999. In 2000 the Company incurred $58,334 in
expenses compared to $59,311 in 1999. In 2000, $45,000 was incurred as a
management fee to the President of the Company, $6,750 was incurred for the
office and related expenses, and $5,320 was incurred for financial coverage. In
1999, $45,000 was incurred as a management fee to the President of the Company,
$6,750 was incurred for the office and related expenses, and $6,985 was incurred
for financial coverage. Expenses in 1999 were reduced by the $40,506 of accrued
interest income on the Notes Receivable from Universal Alliance, Inc. The
accrued interest expense of $744 in 2000 and $595 in 1999 on the notes payable
increased expenses.
<PAGE>
The net operating loss for the nine months ended September 30, 2000 was
$59,078 as compared to $19,400 for the nine months ended September 30, 1999. The
net loss per share for the nine months ended September 30, 2000 was $0.02 cents
compared to the net loss per share for the nine months ended September 30, 1999
of $0.01.
For the current fiscal year, the Company anticipates incurring a loss
as a result of the management fee to the President of the Company, office and
related expenses, expenses associated with regulatory filings, and expenses
associated with locating and evaluating acquisition candidates. The Company
anticipates that until a business combination is completed with an acquisition
candidate, it will not generate revenues, and may continue to operate at a loss
after completing a business combination, depending upon the performance of the
acquired business.
Liquidity and Capital Resources
-------------------------------
At September 30, 2000, the Company had no cash or other assets with
which to conduct operations. The lack of liquidity or liquid assets raises
substantial doubt about the Company's ability to continue as a going concern
unless it is able to generate sufficient cash flows to meet its obligations and
sustain operations. To meet required current operating expenses the Company is
totally dependent upon its principal shareholder to advance funds until the
Company has acquired another entity that has sufficient resources to fund the
Company's operations. The Company's primary ongoing monthly cost include a
$5,000 management fee, $750 for an office and related expenses, and cost
associated with regulatory filings. The payments for these expenses have been
deferred until sufficient cash is available. To reduce the Company's delinquent
indebtedness and retain the services of the Company's President, in May 2000 the
Board of Directors approved the issuance of 2,100,000 shares of common stock to
the President in exchange for the forgiveness of $42,000 of indebtedness.
Once the Company has identified an appropriate business combination, lack of
existing capital may be a sufficient impediment to prevent its consummation. And
if a business combination is completed, the Company's needs for additional
financing is likely to increase substantially.
Year 2000 Issues
----------------
Year 2000 problems result primarily from the inability of some computer
software to properly store, recall, or use data after December 31, 1999. These
problems may affect many computers and other devices that contain embedded
computer chips. The Company's operations, however, do not rely on information
technology (IT) systems. Accordingly, the Company does not believe it will be
material affected by Year 2000 problems.
The Company relies on non-IT systems that may suffer from Year 2000
problems, including telephone systems and facsimile and other office machines.
Moreover, the Company relies on third-parties that may suffer from Year 2000
problems that could affect the Company's operations, including banks and
utilities. In light of the Company's substantially reduced operations, the
Company does not believe that such non-IT systems or third-party Year 2000
problems will affect the Company in a manner that is different or more
substantial than such problems affect other similarly situated companies or
industry generally. Consequently, the Company does not currently intend to
conduct a readiness assessment of Year 2000 problems or to develop a detailed
contingency plan with respect to Year 2000 problems that may affect the Company.
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
--------------------------
The Company is not a party to any pending legal proceedings, and no
such proceedings are known to be contemplated.
Item 2. Change in Securities.
-----------------------------
(a) There have been no material modifications in any of the instruments
defining the rights of the holders of any of the Company's registered
securities.
(b) None of the rights evidenced by any class of the Company's
registered securities have been materially limited or qualified by the issuance
or modification of any other class of the Company's securities.
To reduce the Company's delinquent indebtedness and retain the services
of the Company's President, in May 2000 the Board of Directors approved the
issuance of 2,100,000 shares of common stock to the President in exchange for
the forgiveness of $42,000 of indebtedness. Prior to May 15, 2000 the stock last
traded for $0.02 per shares on April 4, 2000.
Item 3. Defaults Upon Senior Securities.
----------------------------------------
(Not applicable)
Item 4. Submission of Matters to a Vote of Security Holders.
-------------------------------------------------------------
(Not applicable)
<PAGE>
Item 5. Other Information.
--------------------------
(Not applicable)
Item 6. Exhibits and Reports on Form 8-K.
-----------------------------------------
(a) Exhibits
No exhibits as set forth in Regulation SB, are considered necessary for
this filing.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter for which this
report is filed.
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities and Exchange Act
of 1934, as amended, the registrant caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Bio-American Capital Corporation
By: /s/Leonard Viejo
Date: October 16, 2000 ----------------------------
Leonard Viejo, President
