U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
Mark One
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the period ended March 31, 2009
[ ] 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. 333-1258321
BIO-STUFF
______________________________________________
(Name of small business issuer in its charter)
NEVADA PENDING
________________________________ ___________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
476 RUA DA MISERICORDIA, SUITE 214, LISBON, PORTUGAL 1200-273
_____________________________________________________________
(Address of principal executive offices)
351 91 865 89 93
___________________________
(Issuer's telephone number)
Securities registered pursuant to Name of each exchange on which
Section 12(b) of the Act: registered:
NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $0.001
(Title of Class)
Indicate by checkmark whether the issuer: (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the past 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 by check mark whether the registrant is a large accelerated filed, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by checkmark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
Applicable Only to Issuer Involved in Bankruptcy Proceedings During the
Preceding Five Years.
N/A
Indicate by checkmark whether the issuer has filed all documents and reports
required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act
of 1934 after the distribution of securities under a plan confirmed by a court.
Yes[ ] No[ ]
Applicable Only to Corporate Registrants
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the most practicable date:
Class Outstanding as of May 13, 2009
Common Stock, $0.001 8,876,100
2
BIO-STUFF
Form 10-Q
Part 1. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS 4
Balance Sheets
Statements of Operations
Statements of Cash Flows
Notes to Financial Statements
Item 2. Management's Discussion and Analysis of Financial 5
Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About
Market Risk 10
Item 4. Controls and Procedures 11
Part II. OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 1A. Risk Factors 12
Item 2. Unregistered Sales of Equity Securities and Use
of Proceeds 12
Item 3. Defaults Upon Senior Securities 12
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 5. Other Information 12
Item 6. Exhibits 12
3
PART I
ITEM 1. FINANCIAL STATEMENTS
BIO-STUFF
INTERIM FINANCIAL STATEMENTS
MARCH 31, 2009
(Unaudited)
4
BIO-STUFF
INDEX TO FINANCIAL STATEMENTS
(UNAUDITED)
________________________________________________________________________________
BALANCE SHEET:
March 31, 2009 and December 31, 2008 F-2
STATEMENTS OF OPERATIONS:
For the three months ended March 31, 2009 and December 31, 2008 F-3
STATEMENTS OF STOCKHOLDERS' DEFICIT:
For the three months ended March 31, 2009 and December 31, 2008 F-4
STATEMENTS OF CASH FLOWS:
For the three months ended March 31, 2009 and December 31, 2008 F-5
NOTES TO FINANCIAL STATEMENTS:
March 31, 2009 F-6
F-1
BIO-STUFF
(A DEVELOPMENT STAGE ENTERPRISE)
BALANCE SHEET
(UNAUDITED)
MARCH 31, DECEMBER 31,
2009 2008
__________________ __________________
ASSETS
Current assets:
Cash $ 19,696 $ 24,336
Accounts receivable - -
Inventory - -
__________________ __________________
Total current assets 19,696 24,336
__________________ __________________
Fixed Assets
Furniture and Equipment - -
Computer Equipment
Leasehold Improvements
__________________ __________________
Total Fixed Assets - -
Less Accumulated Depreciation
__________________ __________________
Net Fixed Assets - -
__________________ __________________
Other Assets
Deposits -
Organizational expenses, net of accumulated amortization 1,068 1,126
__________________ __________________
Total Other Assets 1,068 1,126
__________________ __________________
Total assets $ 20,764 $ 25,462
================== ==================
LIABILITIES
Current liabilities:
Accounts payable and accrued expenses $ 1,336 $ 4,750
Advances from shareholder 1,180 1,180
__________________ __________________
Total current liabilities 2,516 5,930
__________________ __________________
Total liabilities 2,516 5,930
__________________ __________________
STOCKHOLDERS' EQUITY
Common stock, $.001 par value, 100,000,000 authorized,
and 8,876,100 shares issued and outstanding 8,876 8,876
Capital in excess of par value 15,969 15,969
Stock subscription receivable - (425)
Deficit accumulated during the development stage (6,597) (4,888)
__________________ __________________
Total stockholders' equity 18,248 19,532
__________________ __________________
Total liabilities and stockholders' equity $ 20,764 $ 25,462
================== ==================
See Notes to Financial Statements
F-2
The accompanying notes are an integral part of these statements.
BIO-STUFF
(A DEVELOPMENT STAGE ENTERPRISE)
Statements of Operations
(Unaudited)
Cumulative,
Inception,
November 17, Three Months
2008 Through Ended Year-ended
March 31, March 31, December 31,
2009 2009 2008
_____________ _____________ _____________
Sales $ - $ - $ -
_____________ _____________ _____________
Cost of Sales - - -
_____________ _____________ _____________
Cost of Sales - - -
General and administrative expenses:
Salaries - -
Depreciation and Amortization 97 58 39
Legal and professional fees 5,586 836 4,750
Other general and administrative 181 133 48
_____________ _____________ _____________
Total operating expenses 5,864 1,027 4,837
_____________ _____________ _____________
(Loss) from operations (5,864) (1,027) (4,837)
_____________ _____________ _____________
Other income (expense):
Interest Income - - -
Currency losses (733) (682) (51)
Interest (expense) -
_____________ _____________ _____________
(Loss) before taxes (6,597) (1,709) (4,888)
_____________ _____________ _____________
Provision (credit) for taxes on income - - -
_____________ _____________ _____________
Net (loss) $ (6,597) $ (1,709) $ (4,888)
============= ============= =============
Basic earnings (loss) per common share $ (0.0002) $ (0.0039)
============= =============
Weighted average number of shares outstanding 8,876,100 1,250,840
============= =============
See Notes to Financial Statements
F-3
The accompanying notes are an integral part of these statements.
BIO-STUFF
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF STOCKHOLDERS' EQUITY
(UNAUDITED)
____________________________________________________________________________________________________________________________
Deficit
Accumulated
Capital in Stock During the
Common Stock Excess of Subscription Development
Shares Amount Par Value Receivable Stage Total
______________ ______________ ______________ ______________ ____________ ___________
Inception, November 17, 2008
Founder Shares Issued 7,100,000 $ 7,100 $ - $ - $ - $ 7,100
Shares Issued 1,776,100 1,776 15,969 17,745
Stock subscription receivable (425) (425)
Development state net loss (4,888) (4,888)
______________ ______________ ______________ ______________ ____________ ___________
Balances, December 31, 2008 8,876,100 8,876 15,969 (425) (4,888) 19,532
Subscription receivable received 425 425
Development state net loss (1,709) (1,709)
______________ ______________ ______________ ______________ ____________ ___________
Balances, March 31, 2009 8,876,100 $ 8,876 $ 15,969 $ - $ (6,597) $ 18,248
============== ============== ============== ============== ============ ===========
See Notes to Financial Statements
F-4
The accompanying notes are an integral part of these statements.
BIO-STUFF
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
____________________________________________________________________________________________________________________________
Cumulative,
Inception,
November 17,
2008 Through
March 31, March 31, December 31,
2009 2009 2008
__________________ __________________ _________________
Cash flows from operating activities:
Net (loss) $ (6,597) $ (1,709) $ (4,888)
Adjustments to reconcile net (loss) to cash provided (used) by developmental
stage activities:
Depreciation and Amortization 97 58 39
Change in current assets and liabilities:
Inventory - -
Deposits - -
Accounts payable and accrued expenses 1,336 (3,414) 4,750
__________________ __________________ _________________
Net cash flows from operating activities (5,164) (5,065) (99)
__________________ __________________ _________________
Cash flows from investing activities:
Purchase of other assets (1,165) - (1,165)
-
__________________ __________________ _________________
Net cash flows from investing activities (1,165) - (1,165)
__________________ __________________ _________________
Cash flows from financing activities:
Proceeds from sale of common stock 24,845 425 24,420
Advances from shareholder 1,180 - 1,180
__________________ __________________ _________________
Net cash flows from financing activities 26,025 425 25,600
__________________ __________________ _________________
Net cash flows 19,696 (4,640) 24,336
Cash and equivalents, beginning of period - 24,336
__________________ __________________ _________________
Cash and equivalents, end of period $ 19,696 $ 19,696 $ 24,336
================== ================== =================
Supplemental cash flow disclosures:
Cash paid for interest $ - $ - $ -
Cash paid for income taxes - -
See Notes to Financial Statements
F-5
The accompanying notes are an integral part of these statements.
BIO-STUFF
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2009
________________________________________________________________________________
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Following is a summary of the Company's organization and significant
accounting policies:
Organization and nature of business -Bio-Stuff, ("We," or "the
Company") is a Nevada corporation incorporated on November 17, 2008.
Since inception the Company has had only one person to act as a
director or officer of the company. He acquired 7,100,000 shares of our
common stock at a price of $0.001 US per share for a total purchase
price of $7,100.
BIO-STUFF is a design and development company of environmentally
friendly waste disposal products for resorts and beaches using
bio-degradable plastics. The "bio-Ashtray" is the first product the
company has created. BIO-STUFF intends to create a prototype and
website to begin marketing the `bio-Ashtray" in the spring months of
2009 to beach resorts and public beaches. BIO-STUFF intends to offer
advertising print on the bio-Ashtray to customers such as beach hotels,
resorts or for promoters of open air events. Such promoters could be
beverage, food or fashion wear companies. BIO-STUFF intends to create
additional bio-degradable products ranging from plastic cutlery, cups
and trash bins that promote easy disposal of waste by individuals
enjoying open air events thereafter maintaining a low environmental
impact when recycled.
The Company has been in the development stage since its formation and
has not yet realized any revenues from its planned operations.
BASIS OF PRESENTATION - Our accounting and reporting policies conform
to U.S. generally accepted accounting principles applicable to
development stage enterprises. Changes in classification of 2008
amounts have been made to conform to current presentations.
USE OF ESTIMATES -The preparation of financial statements in conformity
with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported
amount of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
CASH AND CASH EQUIVALENTS -For purposes of the statement of cash flows,
we consider all cash in banks, money market funds, and certificates of
deposit with a maturity of less than three months to be cash
equivalents.
PROPERTY AND EQUIPMENT - The Company values its investment in property
and equipment at cost less accumulated depreciation. Depreciation is
computed primarily by the straight line method over the estimated
useful lives of the assets ranging from five to thirty-nine years.
FAIR VALUE OF FINANCIAL INSTRUMENTS AND DERIVATIVE FINANCIAL
INSTRUMENTS - We have adopted Statements of Financial Accounting
Standards regarding DISCLOSURE ABOUT DERIVATIVE FINANCIAL INSTRUMENTS
AND FAIR VALUE OF FINANCIAL INSTRUMENTS. The carrying amounts of cash,
accounts payable, accrued expenses, and other current liabilities
approximate fair value because of the short maturity of these items.
These fair value estimates are subjective in nature and involve
uncertainties and matters of significant judgment, and, therefore,
cannot be determined with precision. Changes in assumptions could
significantly affect these estimates. We do not hold or issue financial
instruments for trading purposes, nor do we utilize derivative
instruments in the management of foreign exchange, commodity price or
interest rate market risks.
F-6
BIO-STUFF
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2009
________________________________________________________________________________
FEDERAL INCOME TAXES - Deferred income taxes are reported for timing
differences between items of income or expense reported in the
financial statements and those reported for income tax purposes in
accordance with Statements of Financial Accounting Standards regarding
ACCOUNTING FOR INCOME TAXES, which requires the use of the
asset/liability method of accounting for income taxes. Deferred income
taxes and tax benefits are recognized for the future tax consequences
attributable to differences between the financial statement carrying
amounts of existing assets and liabilities and their respective tax
bases, and for tax loss and credit carryforwards. Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply
to taxable income in the years in which those temporary differences are
expected to be recovered or settled. Deferred taxes are provided for
the estimated future tax effects attributable to temporary differences
and carryforwards when realization is more likely than not.
NET INCOME PER SHARE OF COMMON STOCK - We have adopted Statements of
Financial Standards regarding EARNINGS PER SHARE, which requires
presentation of basic and diluted EPS on the face of the income
statement for all entities with complex capital structures and requires
a reconciliation of the numerator and denominator of the basic EPS
computation to the numerator and denominator of the diluted EPS
computation. In the accompanying financial statements, basic earnings
per share of common stock is computed by dividing net income by the
weighted average number of shares of common stock outstanding during
the period. We do not have a complex capital structure requiring the
computation of diluted earnings per share.
NOTE 2 - UNCERTAINTY, GOING CONCERN:
At December 31, 2008, we were engaged in a business and had suffered
losses from development stage activities to date. In addition, we have
minimal operating funds. Although management is currently attempting to
identify business opportunities and is seeking additional sources of
equity or debt financing, there is no assurance these activities will
be successful. Accordingly, we must rely on our officers to perform
essential functions without compensation until a business operation can
be commenced. No amounts have been recorded in the accompanying
financial statements for the value of officers' services, as it is not
considered material.
These factors raise substantial doubt about the ability of the Company
to continue as a going concern. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
NOTE 3 - FEDERAL INCOME TAX:
We follow Statements of Financial Accounting Standards regarding
ACCOUNTING FOR INCOME TAXES. Deferred income taxes reflect the net
effect of (a) temporary difference between carrying amounts of assets
and liabilities for financial purposes and the amounts used for income
tax reporting purposes, and (b) net operating loss carryforwards. No
net provision for refundable Federal income tax has been made in the
accompanying statement of loss because no recoverable taxes were paid
previously. Similarly, no deferred tax asset attributable to the net
operating loss carryforward has been recognized, as it is not deemed
likely to be realized.
The provision for refundable Federal income tax consists of the
following:
2008
Refundable Federal income tax attributable to:
Current operations (4,888)
Less, Nondeductible expenses -0-
-Less, Change in valuation allowance 4,888
Net refundable amount -
F-7
BIO-STUFF
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2009
________________________________________________________________________________
The cumulative tax effect at the expected rate of 15% of significant
items comprising our net deferred tax amount is as follows:
2008
Deferred tax asset attributable to:
Net operating loss carryover $ 733
Less, Valuation allowance (733)
Net deferred tax asset -
At December 31, 2008, an unused net operating loss carryover
approximating $733 is available to offset future taxable income; it
expires in 2028.
NOTE 4 - CUMULATIVE SALES OF STOCK:
Since its inception, we have issued shares of common stock as follows:
On November 17, 2008, our Directors authorized the issuance of
7,100,000 founder shares at par value of $0.001. These shares are
restricted under rule 144 of the Securities Exchange Commission.
On various days in December 2008, our Directors authorized the issuance
of 1,733,600 shares of common stock at a price of $0.01 per share as
fully paid and non-assessable to the subscriber. These shares are not
restricted and are free trading.
NOTE 5 - NEW ACCOUNTING PRONOUNCEMENTS:
RECENT ACCOUNTING PRONOUNCEMENTS
In May 2008, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 163, "Accounting for Financial Guarantee Insurance
Contracts-and interpretation of FASB Statement No. 60". SFAS No. 163
clarifies how Statement 60 applies to financial guarantee insurance
contracts, including the recognition and measurement of premium revenue
and claims liabilities. This statement also requires expanded
disclosures about financial guarantee insurance contracts. SFAS No. 163
is effective for fiscal years beginning on or after December 15, 2008,
and interim periods within those years. SFAS No. 163 has no effect on
the Company's financial position, statements of operations, or cash
flows at this time.
In May 2008, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 162, "The Hierarchy of Generally Accepted Accounting
Principles". SFAS No. 162 sets forth the level of authority to a given
accounting pronouncement or document by category. Where there might be
conflicting guidance between two categories, the more authoritative
category will prevail. SFAS No. 162 will become effective 60 days after
the SEC approves the PCAOB's amendments to AU Section 411 of the AICPA
Professional Standards. SFAS No. 162 has no effect on the Company's
financial position, statements of operations, or cash flows at this
time.
In March 2008, the Financial Accounting Standards Board, or FASB,
issued SFAS No. 161, Disclosures about Derivative Instruments and
Hedging Activities--an amendment of FASB Statement No. 133. This
standard requires companies to provide enhanced disclosures about (a)
how and why an entity uses derivative instruments, (b) how derivative
instruments and related hedged items are accounted for under Statement
133 and its related interpretations, and (c) how derivative instruments
and related hedged items affect an entity's financial position,
financial performance, and cash flows. This Statement is effective for
financial statements issued for fiscal years and interim periods
F-8
BIO-STUFF
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2009
________________________________________________________________________________
beginning after November 15, 2008, with early application encouraged.
The Company has not yet adopted the provisions of SFAS No. 161, but
does not expect it to have a material impact on its consolidated
financial position, results of operations or cash flows.
In December 2007, the SEC issued Staff Accounting Bulletin (SAB) No.
110 regarding the use of a "simplified" method, as discussed in SAB No.
107 (SAB 107), in developing an estimate of expected term of "plain
vanilla" share options in accordance with SFAS No. 123 (R), Share-Based
Payment. In particular, the staff indicated in SAB 107 that it will
accept a company's election to use the simplified method, regardless of
whether the company has sufficient information to make more refined
estimates of expected term. At the time SAB 107 was issued, the staff
believed that more detailed external information about employee
exercise behavior (e.g., employee exercise patterns by industry and/or
other categories of companies) would, over time, become readily
available to companies. Therefore, the staff stated in SAB 107 that it
would not expect a company to use the simplified method for share
option grants after December 31, 2007. The staff understands that such
detailed information about employee exercise behavior may not be widely
available by December 31, 2007. Accordingly, the staff will continue to
accept, under certain circumstances, the use of the simplified method
beyond December 31, 2007. The Company currently uses the simplified
method for "plain vanilla" share options and warrants, and will assess
the impact of SAB 110 for fiscal year 2009. It is not believed that
this will have an impact on the Company's consolidated financial
position, results of operations or cash flows.
In December 2007, the FASB issued SFAS No. 160, Noncontrolling
Interests in Consolidated Financial Statements--an amendment of ARB No.
51. This statement amends ARB 51 to establish accounting and reporting
standards for the noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary. It clarifies that a noncontrolling
interest in a subsidiary is an ownership interest in the consolidated
entity that should be reported as equity in the consolidated financial
statements. Before this statement was issued, limited guidance existed
for reporting noncontrolling interests. As a result, considerable
diversity in practice existed. So-called minority interests were
reported in the consolidated statement of financial position as
liabilities or in the mezzanine section between liabilities and equity.
This statement improves comparability by eliminating that diversity.
This statement is effective for fiscal years, and interim periods
within those fiscal years, beginning on or after December 15, 2008
(that is, January 1, 2009, for entities with calendar year-ends).
Earlier adoption is prohibited. The effective date of this statement is
the same as that of the related Statement 141 (revised 2007). The
Company will adopt this Statement beginning March 1, 2009. It is not
believed that this will have an impact on the Company's consolidated
financial position, results of operations or cash flows.
In December 2007, the FASB, issued FAS No. 141 (revised 2007), Business
Combinations.'This Statement replaces FASB Statement No. 141, Business
Combinations, but retains the fundamental requirements in Statement
141. This Statement establishes principles and requirements for how the
acquirer: (a) recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, and any
noncontrolling interest in the acquiree; (b) recognizes and measures
the goodwill acquired in the business combination or a gain from a
bargain purchase; and (c) determines what information to disclose to
enable users of the financial statements to evaluate the nature and
financial effects of the business combination. This statement applies
prospectively to business combinations for which the acquisition date
is on or after the beginning of the first annual reporting period
beginning on or after December 15, 2008. An entity may not apply it
before that date. The effective date of this statement is the same as
that of the related FASB Statement No. 160, Noncontrolling Interests in
Consolidated Financial Statements. The Company will adopt this
statement beginning March 1, 2009. It is not believed that this will
have an impact on the Company's consolidated financial position,
results of operations or cash flows.
In February 2007, the FASB, issued SFAS No. 159, The Fair Value Option
for Financial Assets and Liabilities--Including an Amendment of FASB
Statement No. 115. This standard permits an entity to choose to measure
many financial instruments and certain other items at fair value. This
option is available to all entities. Most of the provisions in FAS 159
F-9
BIO-STUFF
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2009
________________________________________________________________________________
are elective; however, an amendment to FAS 115 Accounting for Certain
Investments in Debt and Equity Securities applies to all entities with
available for sale or trading securities. Some requirements apply
differently to entities that do not report net income. SFAS No. 159 is
effective as of the beginning of an entities first fiscal year that
begins after November 15, 2007. Early adoption is permitted as of the
beginning of the previous fiscal year provided that the entity makes
that choice in the first 120 days of that fiscal year and also elects
to apply the provisions of SFAS No. 157 Fair Value Measurements. The
Company will adopt SFAS No. 159 beginning March 1, 2008 and is
currently evaluating the potential impact the adoption of this
pronouncement will have on its consolidated financial statements.
In September 2006, the FASB issued SFAS No. 157, Fair Value
Measurements This statement defines fair value, establishes a framework
for measuring fair value in generally accepted accounting principles
(GAAP), and expands disclosures about fair value measurements. This
statement applies under other accounting pronouncements that require or
permit fair value measurements, the Board having previously concluded
in those accounting pronouncements that fair value is the relevant
measurement attribute. Accordingly, this statement does not require any
new fair value measurements. However, for some entities, the
application of this statement will change current practice. This
statement is effective for financial statements issued for fiscal years
beginning after November 15, 2007, and interim periods within those
fiscal years. Earlier application is encouraged, provided that the
reporting entity has not yet issued financial statements for that
fiscal year, including financial statements for an interim period
within that fiscal year. The Company will adopt this statement March 1,
2008, and it is not believed that this will have an impact on the
Company's consolidated financial position, results of operations or
cash flows.
F-10
FORWARD LOOKING STATEMENTS
Statements made in this Form 10-Q that are not historical or current facts are
"forward-looking statements" made pursuant to the safe harbor provisions of
Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the
Securities Exchange Act of 1934. These statements often can be identified by the
use of terms such as "may," "will," "expect," "believe," "anticipate,"
"estimate," "approximate" or "continue," or the negative thereof. We intend that
such forward-looking statements be subject to the safe harbors for such
statements. We wish to caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made. Any
forward-looking statements represent management's best judgment as to what may
occur in the future. However, forward-looking statements are subject to risks,
uncertainties and important factors beyond our control that could cause actual
results and events to differ materially from historical results of operations
and events and those presently anticipated or projected. We disclaim any
obligation subsequently to revise any forward-looking statements to reflect
events or circumstances after the date of such statement or to reflect the
occurrence of anticipated or unanticipated events.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
GENERAL
Bio-Stuff was incorporated in the State of Nevada on November 14, 2008. On
approximately March 31, 2009, we filed a registration statement on Form S-1 with
the Securities and Exchange Commission. The Securities and Exchange Commission
declared our registration statement effective as of April 09, 2009. As of the
date of this Quarterly Report, we anticipate commencement of trading on the
Over-the-Counter Bulletin Board by approximately the end of second quarter 2009.
Please note that throughout this Quarterly Report, and unless otherwise noted,
the words "we," "our," "us," the "Company," or "Bio-Stuff," refers to Bio-Stuff.
CURRENT BUSINESS OPERATIONS
We are a design and development company of environmentally friendly waste
disposal products for resorts and beaches using bio-degradable plastics. The
"bio-Ashtray" is the first product we created. We intend to create a prototype
and website to begin marketing the `bio-Ashtray" in the spring months of 2009 to
beach resorts and public beaches. We intend to offer advertising print on the
bio-Ashtray to customers such as beach hotels, resorts or for promoters of open
air events. Such promoters could be beverage, food or fashion wear companies. We
further intend to create additional bio-degradable products ranging from plastic
cutlery, cups and trash bins that promote easy disposal of waste by individuals
enjoying open air events thereafter maintaining a low environmental impact when
recycled. Any nature of out-door event could be accompanied by our product,
making simple and cheap to prevent large numbers of people polluting the
surrounding environment with cigarette butts.
5
Once a successful marketing campaign has commenced, we will have the bio-Ashtray
manufactured by a yet to be determined manufacturer of plastic products in
Lisbon Portugal. We have not earned any revenues to date. We do not anticipate
earning revenues until such time as we enter into sales agreements and delivery
of our first product the bio-Ashtray. We are presently in the development stage
of our business and we can provide no assurance that a commercially viable
product will be accepted by the market place.
RESULTS OF OPERATION
THREE MONTH PERIOD FOR THE PERIOD FROM
ENDED MARCH 31, 2009 NOVEMBER 14, 2008
AND FISCAL YEAR ENDED (INCEPTION) TO
DECEMBER 31, 2008 MARCH 31, 2009
_____________________ ___________________
STATEMENT OF OPERATIONS DATA
SALES -0- -0- -0-
GENERAL AND ADMINISTRATIVE EXPENSES
Salaries $ -0- $ -0- $ -0-
Depreciation and amortization 58 39 97
Legal and professional fees 836 4,750 5,586
Other general and administrative 133 48 181
LOSS FROM OPERATIONS ($1,027) ($4,837) ($5,864)
OTHER INCOME (EXPENSE)
Currency losses (682) (51) (733)
NET LOSS ($1,709) ($4,888) ($6,597)
6
We have incurred losses to date. Our financial statements have been prepared
assuming that we will continue as a going concern and, accordingly, do not
include adjustments relating to the recoverability and realization of assets and
classification of liabilities that might be necessary should we be unable to
continue in operation.
We expect we will require additional capital to meet our long term operating
requirements. We expect to raise additional capital through, among other things,
the sale of equity or debt securities.
THREE MONTH PERIOD ENDED MARCH 31, 2009 COMPARED TO FISCAL YEAR ENDED DECEMBER
31, 2008.
Our net loss for the three month period ended March 31, 2009 was ($1,709)
compared to a net loss of ($4,888) during fiscal year ended December 31, 2008.
During the three month period ended March 31, 2009 and fiscal year ended
December 31, 2008, we did not generate any revenue.
During the three month period ended March 31, 2009, we incurred general and
administrative expenses of approximately $1,027 compared to $4,837 incurred
during fiscal year ended December 31, 2008. These general and administrative
expenses incurred during the three month period ended March 31, 2009 consisted
of: (i) depreciation and amortization of $58 (2008: $39); (ii) legal and
professional fees of $836 (2008: $4,750); and (iii) other general and
administrative expenses of $133 (2008: $48).
General and administrative expenses incurred during the three month period ended
March 31, 2009 compared to fiscal year ended December 31, 2008 decreased
primarily due to the decrease in the incurrence of legal and professional fees,
which were associated with the preparation and filing of our registration
statement with the Securities and Exchange Commission. General and
administrative expenses generally include corporate overhead, financial and
administrative contracted services, marketing, and consulting costs.
Our loss from operations during the three month period ended March 31, 2009 was
($1,027) or ($0.0002) per share compared to a loss from operations of ($4,888)
or ($0.0039) per share during fiscal year ended December 31, 2008. The weighted
average number of shares outstanding was 8,876,100 for the three month period
ended March 31, 2009 compared to 1,250,840 for fiscal year ended December 31,
2008.
LIQUIDITY AND CAPITAL RESOURCES
AS AT MARCH 31, 2009
As at the three month period ended March 31, 2009, our current assets were
$19,696 and our current liabilities were $2,516, which resulted in a working
capital surplus of ($17,180). As at the three month period ended March 31, 2009,
current assets were comprised of $19,696 in cash. As at the three month period
ended March 31, 2009, current liabilities were comprised of: (i) $1,336 in
accounts payable and accrued expenses; and (ii) $1,180 in advances from
shareholders.
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As at the three month period ended March 31, 2009, our total assets were $20,764
comprised of: (i) $19,696 in current assets; and (ii) $1,068 in organizational
expenses, net of accumulated amortization. The slight decrease in total assets
during the three month period ended March 31, 2009 from fiscal year ended
December 31, 2008 was primarily due to the decrease in cash.
As at the three month period ended March 31, 2009, our total liabilities were
$2,516 consisting entirely of current liabilities. The decrease in liabilities
during the three month period ended March 31, 2009 from fiscal year ended
December 31, 2008 was primarily due to a decrease in accounts payable and
accrued expenses.
Stockholders' equity decreased from $19,532 for fiscal year ended December 31,
2008 to stockholders' equity of $18,248 for the three month period ended March
31, 2009.
CASH FLOWS FROM OPERATING ACTIVITIES
We have not generated positive cash flows from operating activities. For the
three month period ended March 31, 2009, net cash flows used in operating
activities was ($5,065), consisting primarily of a net loss of ($1,709). Net
cash flows used in operating activities was changed by: (i) $58 in depreciation
and amortization; and (ii) ($3,414) relating to accounts payable and accrued
liabilities. For fiscal year ended December 31, 2008, net cash flows used in
operating activities was ($99), consisting primarily of a net loss of ($4,888).
Net cash flows used in operating activities was changed by: (i) $39 in
amortization expense; and (ii) $4,750 in accounts payable and accrued
liabilities
CASH FLOWS FROM INVESTING ACTIVITIES
For the three month period ended March 31, 2009, net cash flows used in
investing activities was ($1,165) consisting in purchase of other assets. For
the fiscal year ended December 31, 2008, net cash flows used in investing
activities was $-0-.
CASH FLOWS FROM FINANCING ACTIVITIES
We have financed our operations primarily from either advancements or the
issuance of equity and debt instruments. For the three month period ended March
31, 2009, net cash flows provided from financing activities was $26,025 compared
to $425 for fiscal year ended December 31, 2008. Cash flows from financing
activities for the three month period ended March 31, 2009 consisted of $24,845
in proceeds from sale of common stock and $1,180 in advances from shareholders.
We expect that working capital requirements will continue to be funded through a
combination of our existing funds and further issuances of securities. Our
working capital requirements are expected to increase in line with the growth of
our business.
PLAN OF OPERATION AND FUNDING
Existing working capital, further advances and debt instruments, and anticipated
cash flow are expected to be adequate to fund our operations over the next six
months. We have no lines of credit or other bank financing arrangements.
Generally, we have financed operations to date through the proceeds of the
private placement of equity and debt instruments. In connection with our
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business plan, management anticipates additional increases in operating expenses
and capital expenditures relating to: (i) development and marketing of our
product; and (ii) working capital. We intend to finance these expenses with
further issuances of securities, and debt issuances. Thereafter, we expect we
will need to raise additional capital and generate revenues to meet long-term
operating requirements. Additional issuances of equity or convertible debt
securities will result in dilution to our current shareholders. Further, such
securities might have rights, preferences or privileges senior to our common
stock. Additional financing may not be available upon acceptable terms, or at
all. If adequate funds are not available or are not available on acceptable
terms, we may not be able to take advantage of prospective new business
endeavors or opportunities, which could significantly and materially restrict
our business operations.
__________________________________________________________________________________________
TWELVE MONTH OBJECTIVES BIO-ASHTRAY
TWELVE MONTH OBJECTIVES ANTICIPATED COSTS TIME FRAME
__________________________________________________________________________________________
1. Complete prototype. $ 2,000 2 months. Complete by
June 1, 2009
2. Complete metal mold for production. $ 3,000 2 months. Complete by
June 1, 2009
3. Creation of biostuff.org website. $ 3,000 2 months. Complete by
June 1, 2009
4. US patent of the bio-Ashtray. $20,000 8-12 months. Start by
June 1, 2009 (Dependent
on additional financing.)
5. Initial marketing campaign. $35,000 3 months. Start by
July 1, 2009 (Dependent
upon additional financing.)
6. Inventory. $60,000 (Dependent upon additional
financing.)
TOTAL COSTS. $123,000
__________________________________________________________________________________________
MATERIAL COMMITMENTS
As of the date of this Quarterly Report, we do not have any material
commitments.
PURCHASE OF SIGNIFICANT EQUIPMENT
We do not intend to purchase any significant equipment during the next twelve
months.
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OFF-BALANCE SHEET ARRANGEMENTS
As of the date of this Quarterly Report, we do not have any off-balance sheet
arrangements that have or are reasonably likely to have a current or future
effect on our financial condition, changes in financial condition, revenues or
expenses, results of operations, liquidity, capital expenditures or capital
resources that are material to investors.
GOING CONCERN
The independent auditors' report accompanying our financial statements contains
an explanatory paragraph expressing substantial doubt about our ability to
continue as a going concern. The financial statements have been prepared
"assuming that we will continue as a going concern," which contemplates that we
will realize our assets and satisfy our liabilities and commitments in the
ordinary course of business.
ITEM III. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Market risk represents the risk of loss that may impact our financial position,
results of operations or cash flows due to adverse change in foreign currency
and interest rates.
EXCHANGE RATE
Our reporting currency is United States Dollars ("USD"). The Portugal currency
(the Euro Dollar) has been formally pegged to the USD. However, rate
fluctuations may have an impact on our consolidated financial reporting. As the
Euro Dollar is our functional currency, the fluctuation of exchange rates of the
Euro Dollar may have positive or negative impacts on our results of operations.
However, since all of our potential sales revenue and expenses will be
denominated in the Euro Dollar, the net income effect of appreciation and
devaluation of the currency against the US Dollar will be limited to the net
operating results attributable to us.
INTEREST RATE
Interest rates in Portugal are low and stable and inflation is well controlled
due to the habit of the population to deposit and save money in the banks (among
with other reasons, such as Portugal's perennial balance of trade surplus. Any
potential loans will relate mainly to trade payables and will be mainly
short-term. However our debt is likely to rise with the establishment of our
product in connection with our expansion and were interest rates to rise at the
same time this could become a significant impact on our operating and financing
activities.
We have not entered into derivative contracts either to hedge existing risks or
for speculative purposes.
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ITEM IV. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
We have performed an evaluation under the supervision and with the participation
of our management, including our Chief Executive Officer (CEO)/Chief Financial
Officer (CFO), of the effectiveness of our disclosure controls and procedures,
(as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on
that evaluation, our management, including our CEO and CFO, concluded that our
disclosure controls and procedures were effective as of March 31, 2009 to
provide reasonable assurance that information required to be disclosed by us in
the reports filed or submitted by us under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the
SEC's rules and forms.
MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate internal
control over financial reporting (as defined in Rule 13a-15(f) under the
Exchange Act). Under the supervision and with the participation of our
management, including our CEO and CFO, we evaluated the effectiveness of our
internal control over financial reporting as of March 31, 2009. In making this
assessment, management used the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission ("COSO") in Internal
Control-Integrated Framework.
This Quarterly Report does not include an attestation report of our registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the SEC that permit us to provide
only management's report in this Quarterly Report on Form 10-Q.
INHERENT LIMITATIONS ON EFFECTIVENESS OF CONTROLS
We believe that a controls system, no matter how well designed and operated,
cannot provide absolute assurance that the objectives of the controls system are
met, and no evaluation of controls can provide absolute assurance that all
control issues and instances of fraud, if any, within a company have been
detected. Our disclosure controls and procedures are designed to provide
reasonable assurance of achieving their objectives, and our CEO and our CFO have
concluded that these controls and procedures are effective at the "reasonable
assurance" level.
CHANGES IN INTERNAL CONTROLS
No significant changes were implemented in our internal controls over financial
reporting during the period covered by this report that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.
AUDIT COMMITTEE
Our Board of Directors has not established an audit committee. The respective
role of an audit committee has been conducted by our Board of Directors. We are
contemplating establishment of an audit committee during fiscal year 2009. When
established, the audit committee's primary function will be to provide advice
with respect to our financial matters and to assist our Board of Directors in
fulfilling its oversight responsibilities regarding finance, accounting, and
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legal compliance. The audit committee's primary duties and responsibilities will
be to: (i) serve as an independent and objective party to monitor our financial
reporting process and internal control system; (ii) review and appraise the
audit efforts of our independent accountants; (iii) evaluate our quarterly
financial performance as well as its compliance with laws and regulations; (iv)
oversee management's establishment and enforcement of financial policies and
business practices; and (v) provide an open avenue of communication among the
independent accountants, management and our Board of Directors.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Management is not aware of any legal proceedings contemplated by any
governmental authority or any other party involving us or our properties. As of
the date of this Quarterly Report, no director, officer or affiliate is (i) a
party adverse to us in any legal proceeding, or (ii) has an adverse interest to
us in any legal proceedings. Management is not aware of any other legal
proceedings pending or that have been threatened against us or our properties.
ITEM IA. RISK FACTORS
No report required.
ITEM 2. UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS
No report required.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
No report required.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No report required.
ITEM 5. OTHER INFORMATION
No report required.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibits:
31.1 Certification of Chief Executive Officer pursuant to Securities
Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
31.2 Certification of Chief Financial Officer pursuant to Securities
Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
32.1 Certifications pursuant to Securities Exchange Act of 1934 Rule
13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
BIO-STUFF
Dated: May 14, 2009
By: /s/ JOAO PRATA DOS SANTOS
_________________________________________
Joao Prata dos Santos
President and Chief Executive Officer
Dated: May 14, 2009
By: /s/ JOAO PRATA DOS SANTOS
_________________________________________
Joao Prata dos Santos
Chief Financial Officer
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