UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
[X] Annual report under Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended December 31, 2005
-------------------
Commission File Number: 000-25947
-----------
BioChem Solutions, Inc.
f/k/a North American Liability Group, Inc.
---------------------------------------------------
(Name of Small Business Issuer in its Charter)
Florida 65-0386286
-------------------------------- -------------------
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
Bay & Deveax Streets Nassau, Bahamas PO Box CR-5464
---------------------------------------- --------------
(Address of Principal Executive Offices) (P.O. Box)
(242) - 328-1110
---------------------------
(Issuer's Telephone Number)
Securities registered under Section 12(b) of the Exchange Act:
NONE
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, no par value
i
Check whether the issuer: (1) 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
Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B is contained in this form, and no
disclosure will be contained, to the best of registrant's
knowledge, in definitive proxy or information statements
Incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]
The issuer is a development stage company, and as such has yet to
generate substantial revenues.
The aggregate market value of the voting stock held by non-
affiliates of the registrant was not determinable due to lack of
trading.
As of November 13, 2006, the issuer had approximately 10,029,172
shares of Common Stock outstanding.
Transitional Small Business Disclosure Format: Yes [ ] No [X]
ii
TABLE OF CONTENTS
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Page
----
Part I
- ------
Item 1 Description of Business 1
Item 2 Properties 3
Item 3 Legal Proceedings 3
Item 4 Submission of Matters to a Vote of
Security Holders 3
Part II
-------
Item 5 Market for Company's Common Equity and Related
Stockholder Matters 4
Item 6 Management Discussion and Analysis 5
Item 7 Financial Statements 8
Report of Independent Registered
Certified Public Accounting Firm F-1
Consolidated Balance Sheets F-2
Consolidated Statements of Operations F-3
Consolidated Statements of Stockholders'
Equity (Stockholders' Deficit) F-4
Consolidated Statements of Cash Flows F-6
Notes to Consolidated Financial Statements F-7
Item 8 Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure 8
Part III
--------
Item 9 Directors, Executive Officers, Promoters, and
Control Persons; Compliance with Section 16(a)
of the Exchange Act 9
Item 10 Executive Compensation 10
Item 11 Security Ownership of Certain Beneficial
Owners and Management 10
Item 12 Certain Relations and Related Transactions 11
Item 13 Exhibits and Reports on Form 8-K 12
Item 14 Principal Accountant Fees and Services 13
Signatures 14
iii
PART I
This Annual Report on Form 10-KSB contains forward-looking
statements that are not statements of historical fact. Forward-
looking statements by their nature involve substantial risks and
uncertainties, and actual results may differ materially from such
statements. These forward-looking statements are based on the
Company's expectations and are subject to a number of risks and
uncertainties, Including but not limited to, those risks
associated with economic conditions generally and the economy in
those areas where the Company has or expects to have assets and
operations; risks relating to changes in interest rates and in
the availability, cost and terms of financing; risks related to
the performance of financial markets; risks related to changes in
domestic and foreign laws, regulations and taxes; risks
associated with future profitability; and other factors discussed
elsewhere in this report.
Item 1. Description of Business
-----------------------
Our History
-----------
We were Incorporated in the State of Florida on November 13,
1992, under the name Innovative Technology Systems, Inc. On
January 12, 2000, we changed our name to Stanfield Educational
Alternatives, Inc. (see "Stanfield" below). On November 18, 2003,
we changed our name to North American Liability Group, Inc. (See
"NALG" below). On April 19, 2005 we changed our name to NorMexSteel,
Inc. (see "NorMexSteel" below). On June 20, 2006 we changed our name
to BioChem Solutions, Inc.
Stanfield
---------
On December 30, 1999, we purchased intellectual properties
and certain fixed assets at fair market value from The National
Children's Reading Foundation. Lawrence W. Stanfield, who was
then our CEO and President, was the sole shareholder of The
National Children's Reading Foundation. On January 12, 2000, we
changed our name to Stanfield Educational Alternatives, Inc. On
April 24, 2000, we opened our first corporate advancement center,
and we had planned to open two additional centers in the fall of
2000. However, as of December 31, 2001, these plans were
abandoned and the corporate advancement center was closed. At
that time, we were an educational corporation and franchisor of
the Stanfield Ed-vancement Centers, a network that provided a
comprehensive range of educational and tutorial services to
individuals of all ages. We also developed and published a
variety of specialized educational programs Including a computer
global internet educational campus in various languages. We
developed a variety of educational programs for children of all
ages for both video and television production.
Since we ultimately were never able to generate sufficient
revenues or capital to launch the Stanfield business in a
meaningful sense, we abandoned our plans to operate as an
educational corporation. As a result, on June 20, 2003, Larry
Stanfield entered into an agreement, subject to some conditions,
to transfer his holdings in the Company to Bradley W. Wilson,
following which Mr. Wilson became our sole officer and director.
Those conditions were all met. At that time, due to our lack of
business operations, we could be defined as a "shell" company
whose sole purpose at the time was to locate and consummate a
reverse acquisition with an as yet unidentified private entity.
1
NALG
----
On October 2, 2003, we completed a triangular merger with
Nor-American Liability Corporation ("Nor-American"). Nor-American
was a newly formed Florida corporation that was created to
support the development of captive professional and general
liability insurance programs. Nor-American is a development stage
company that has received no revenues to date. At the closing,
the Company acquired all of Nor-American's issued and outstanding
shares of common stock in exchange for 160,000,000 "unregistered"
and "restricted" shares of our common stock. As a result of the
Merger, Nor-American became a wholly-owned subsidiary of us. On
November 18, 2003, we changed our name to North American
Liability Group, Inc.
Through this new subsidiary, we had intended to provide
services to professional groups seeking to obtain affordable
professional liability insurance rates through the creation of
captive insurance companies. We had anticipated our services to
Include evaluation, development and management of captive
insurance programs. We have been seeking physicians, attorneys,
accountants, engineers, condominium associations and other
business and professional groups in similar industries to assist
in the creation and management of captive insurance programs.
There is no assurance that we will be able to accomplish any of
these goals with respect to the captive insurance business.
NorMexSteel
Acquisition of Grupo Industrial N.K.S., S.A., de CV
---------------------------------------------------
As of March 15, 2005, the Company has completed a transaction
resulting in the acquisition of 75% of all issued and
outstanding shares of NKS. The Company and stockholders of
NKS have mutually agreed that the Company will acquire 75% of
all the shares of NKS in exchange for 250,000,000 of the
Company's common restricted shares. NKS, a Mexican
corporation, is the owner of a steel mill foundry and other
assets in Lazaro Cardenas, Mexico. In addition, the Company
issued 30 million shares of common stock to an unrelated
party as a finder's fee. No value has been attributed to the
finder fee.
The Company does not consolidate the financial position or
the statement of operations of its NKS subsidiary.
On June 16, 2006, the Company announced that by Consent to Act in Lieu
of a meeting of the shareholders, the majority of the shareholders of
record voted and approved to unwind the share exchange with Grupo
Industrial NKS SA de CV. The 250,000,000 shares issued to NKS
shareholders will be voluntarily returned in exchange for the 75% of
the NKS shares held by NorMexSteel and the 250,000,000 NorMexSteel
shares will be cancelled and returned to treasury. In conjunction with
this the shareholders approved to remove and replace the existing
board of directors; to file amendments to the articles of
Incorporation of the company that would effect a name change to
BioChem Solutions Inc. and a reverse stock split of the Company's
common stock of 1 for 10,000. Under the guideline of the regulatory
and company act requirements the majority of shareholders agreed to
the need and ratio of the reverse stock split and the majority agreed
that the restructuring is in the best interest of the company. The net
effect of the reverse stock split will reduce the Company's
outstanding shares of common stock post split to 29,066 shares (no
fractional shares will be issued). The stock split is effective as of
June 30, 2006. Shareholders of record will be notified by the
Company's transfer agent and may exchange their old shares of common
stock for new shares of common stock post reverse.
On June 16, 2006, the Company entered into a contract to acquire an
Exclusive Rights and a Master License providing all the rights in a
patented biochemical, Trioxolane, and other patents held by the CKD
Foundation, the CKD Foundation will appoint five new directors to the
board of directors.
BioChem Solutions Inc. under the Master License from the patent
holder, the CKD Foundation, will provide funding on a best efforts
basis for the further development of the patents and applications and
related products. BioChem Solutions Inc. expects to schedule the third
stage Clinical trials for treatment HIV / AIDS.
Employees
---------
As of December 31, 2005, we had one employee. This employee
is considered full-time and is not represented by a union. We
believe our relationship with our employee to be good. Our new
subsidiary, NKS, has no current employees, but we intend to re-
hire the full slate of former employees at such time that we have
secured sufficient capital to recommence operations of the
facility.
2
Item 2. Properties
----------
We currently have no office space. The management of the
Company works out of their home offices and do not charge rent
to the Company.
Item 3. Legal Proceedings
-----------------
Due to our financial difficulties, we defaulted on a number of
debt and lease obligations. We have several judgments totalling
approximately $378,000 that were entered against us. We are
currently trying to resolve these obligations through settlements.
However, there is no assurance that we will be able to settle on
terms favorable to us and if we are unable to do so, this will
have a material adverse affect on our ability to operate properly
in the future.
On May 3, 2004, we received a letter from Pedro Fenando Arizpe
Carreon, a shareholder of Grupo Industrial NKS, S.A. DE C.V.
("NKS"), addressed to Montague Securities International, Ltd.,
the escrow agent for the transaction by which we acquired 75% of
the outstanding shares of capital stock of NKS. Mr. Carreon
alleged that we had breached the Purchase Agreement. We have
denied any breach of the purchase agreement and have advised Mr.
Carreon in writing of this fact. On August 8, 2005, Normexsteel
filed a civil complaint, in Broward County, Florida, against Mr.
Carreon and Grupo Industrial NKS alleging breach of contract and
tortuous interference with a business relationship and requested
the court to order temporary and permanent injunctive relief,
declaratory judgment and monetary damages for the alleged
interferences.
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
No items were submitted to a vote of security holders during
the year ended December 31, 2005.
3
PART II
Item 5. Market for Common Equity and Related Stockholder Matters
--------------------------------------------------------
Our common stock is listed for trading on the Over-the-
Counter Bulletin Board inter-dealer trading system. The Company's
trading symbol is . We declared no dividends on our common
stock during the years ended December 31, 2005 and 2004, and we do
not anticipate paying dividends in the future. The high and low
closing inter-dealer sales prices for each quarter of the last two
fiscal years are as follows:
2005 2004
------------- -----------------
High Low High Low
---- ---- ---- ----
1st Qtr 3.00 2.15 - -
2nd Qtr 4.50 4.10 - -
3rd Qtr 0.39 0.29 7.50 1.60
4th Qtr 5.00 1.75 5.25 0.30
From the first quarter of 2004 through the second quarter of 2004,
there was no meaningful trading of the Company's common stock.
Number of Shareholders and Total Outstanding Shares
----------------------------------------------------
As of November 13 2006, approximately 10,029,172 shares of
our common stock were outstanding and, as far as we can determine,
were held by approximately 38 holders of record of our common stock.
Dividends
----------
We have not paid any cash dividends since our Inception and
do not anticipate paying cash dividends in the foreseeable future.
Preferred Shares
----------------
As of December 31, 2005, the Company had 30,000,000 shares
of preferred stock outstanding. The preferred shares are
convertible into a like number of shares of common stock.
Common Shares
-------------
Our common stock is traded in the over-the-counter market,
and the shares are subject to the provisions of Section 15(g) and
Rule 15g-9 of the Securities Exchange Act of 1934, commonly
referred to as the "penny stock" rule. Section 15(g) sets forth
certain requirements for transactions in penny stocks and Rule
15g9(d)(1) Incorporates the definition of penny stock as that
term is used in Rule 3a51-1 of the Exchange Act.
The Commission generally defines a penny stock to be any
equity security that has a market price less than $5.00 per
share, as well as the shares of companies that are considered
blind pools or blank check companies, subject to certain
exceptions. Rule 3a51-1 provides that any equity security is
considered to be a penny stock unless that security is:
registered and traded on a national securities exchange meeting
specified criteria set by the Commission; authorized for
quotation on one of the trading systems (not Including the OTC
Bulletin Board) of The NASDAQ Stock Market; issued by a
registered investment company; excluded from the definition on
the basis of price (at least $5.00 per share) or the issuer's net
tangible assets; or exempted from the definition by the
Commission. If the Company's shares are deemed to be a penny
stock, trading in the shares will be subject to additional sales
practice requirements on broker-dealers who sell penny stocks to
persons other than established customers and accredited
investors, generally persons with assets in excess of $1,000,000
or annual Income exceeding $200,000, or $300,000 together with
their spouse. In addition, several states restrict or prohibit
trading in penny stocks and shares of blank check and blind pool
companies.
4
For transactions covered by the penny stock rules, broker-
dealers must make a special suitability determination for the
purchase of such securities and must have received the
purchaser's written consent to the transaction prior to the
purchase. Additionally, for any transaction involving a penny
stock, unless exempt, the rules require the delivery, prior to
the first transaction, of a risk disclosure document relating to
the penny stock market. A broker-dealer also must disclose the
commissions payable to both the broker-dealer and the registered
representative, and current quotations for the securities.
Finally, monthly statements must be sent to customers purchasing
penny stocks disclosing recent price information for the penny
stocks held in their account and information on the limited
market in penny stocks. These rules may make it less likely that
a broker-dealer will act as a market maker for our shares or
agree to engage in transactions for the purchase and sale of our
shares.
Item 6. Management's Discussion and Analysis or Plan of
Operations
-----------------------------------------------
FORWARD LOOKING STATEMENTS
All statements contained herein that are not historical
facts, Including but not limited to, statements regarding the
anticipated impact of future capital requirements and future
development plans are based on current expectations. These
statements are forward looking in nature and involve a number of
risks and uncertainties. Actual results may differ materially.
Among the factors that could cause actual results to differ
materially are the following: amount of revenues earned by the
Company's operations; the availability of sufficient capital to
finance the Company's business plan on terms satisfactory to the
Company; general business and economic conditions; and other risk
factors described in the Company's reports filed from time to
time with the Commission. The Company wishes to caution readers
not to place undue reliance on any such forward looking
statements, which statements are made pursuant to the Private
Securities Litigation Reform Act of 1995 and, as such, speak only
as of the date made.
Results of Operations
---------------------
Year Ended December 31, 2005 Compared to Year Ended December 31,
2004
----------------------------------------------------------------
We had no revenues for the years ended December 31, 2005 and
December 31, 2004. Our prior operations failed to generate any
revenues and since merging with Nor-American, a newly formed
company, we have also had no revenues. There is no assurance that
we will have revenues in fiscal 2006.
As we had no sales in either 2005 or 2004, we had no cost of
sales for those fiscal years.
Operating expenses for 2005 were $ 894,446 as compared to
$1,197,092 for 2004, a decrease of $ 302,646 or 25%.
This decrease was due to the Company's reducing its efforts other
than closing the Mexican steel transaction.
Other expense for the year ended December 31, 2005 was
$ 38,080 as compared to other Income of $15,921 for the year
ended December 31, 2004, an Increase in net expenses of
$ 54,001. Again, this was due to the cessation of
its operations as a management services business and
the ongoing acquisition of the Mexican steel business.
5
The Company's net loss for the year ended December 31, 2005
was $ 932,525 an decrease of $ 248,646 or 21%. This reduction in
net loss was primarily due to the elimination of non critical efforts.
As a result of the foregoing, for the year ended December
31, 2005, the Company had a loss per share of $ 0.00 as compared to
a loss per share of $3.11 for the year ended December 31, 2004, on
a basic basis and a fully diluted basis. No conversion of common
stock equivalents has been assumed as such conversion would have
had an anti-dilutive effect on diluted loss per common share amounts.
Liquidity and Capital Resources
-------------------------------
On December 31, 2005, the Company had a working capital
deficit of approximately $ 1,689,000. Since its Inception, the
Company has continued to Incur losses. The Company's operations
since Inception have been funded by the sale of common and
preferred stock, and proceeds from loans secured by the Company's
common stock. These funds have been used for working capital and
capital expenditures and other corporate purchases. The Company
has had cumulative losses of approximately $ 6,418,000 since
Inception. The Company is seeking financing through equity
financing. There can be no assurance that the Company will be
able to obtain funding at terms acceptable to the Company. These
factors indicate that the Company may not be able to continue as
a going concern.
Recent Accounting Pronouncements
--------------------------------
In December 2004, the Financial Accounting Standard Board
("FASB") issued Statement of Accounting Standards ("SFAS")
No. 123 (revised 2004), "Share-Based Payment" ("SFAS No.
123R"). SFAS No. 123R requires the Company to measure the
cost of employee services received in exchange for an award
of equity instruments based on the grant-date fair value of
the award. The cost of the employee services is recognized as
compensation cost over the period that an employee provides
service in exchange for the award. SFAS No. 123R will be
effective January 1, 2006 for the Company and may be adopted
using a modified prospective method or a modified
retrospective method. The Company has not yet completed an
analysis to quantify the exact impact the new standard will
have on its future financial performance. Depending upon the
extent to which the Company implements share-based
compensation plans, adoption of this statement could have a
material impact on the Company's future financial position
or results of operations.
In December 2004, the FASB issued SFAS No. 153, "Exchanges of
Non-Monetary Assets - an amendment of the Accounting
Principles Board (APB) Opinion No. 29" (Statement 153). This
statement amends Opinion 29 to eliminate the exception for
non-monetary exchanges of similar productive assets and
replaces it with a general exception for exchanges of
non-monetary assets that do not have commercial substance. A
non-monetary exchange has commercial substance if the future
cash flows of the entity are expected to change significantly
as a result of the exchange. The adoption of this standard
is not expected to have a material impact on the Company's
results of operations or financial position.
In March 2005, the FASB issued FASB Staff Position ("FSP")
No. 46(R)-5, "Implicit Variable Interests under FASB
Interpretation No. ("FIN") 46 (revised December 2003),
Consolidation of Variable Interest Entities" ("FSP FIN
46R-5"). FSP FIN 46R-5 provides guidance for a reporting
enterprise on whether it holds an implicit variable interest
in Variable Interest Entities ("VIEs") or potential VIEs when
specific conditions exist. This FSP is effective in the first
period beginning after March 3, 2005 in accordance with the
transition provisions of FIN 46 (Revised 2003),
"Consolidation of Variable Interest Entities - an
Interpretation of Accounting Research Bulletin No. 51" ("FIN
46R"). The adoption of this standard is not expected to have
a material impact on the Company's results of operations and
financial position.
6
In March 2005, the FASB issued Interpretation No. 47,
"Accounting for Conditional Asset Retirement Obligations"
("FIN 47"), which will result in (a) more consistent
recognition of liabilities relating to asset retirement
obligations, (b) more information about expected future cash
outflows associated with those obligations, and (c) more
information about investments in long-lived assets because
additional asset retirement costs will be recognized as part
of the carrying amounts of the assets. FIN 47 clarifies that
the term "conditional asset retirement obligation" as used in
SFAS 143, "Accounting for Asset Retirement Obligations,"
refers to a legal obligation to perform an asset retirement
activity in which the timing and/or method of settlement are
conditional on a future event that may or may not be within
the control of the entity. The obligation to perform the
asset retirement activity is unconditional even though
uncertainty exists about the timing and/or method of
settlement. Uncertainty about the timing and/or method of
settlement of a conditional asset retirement obligation
should be factored into the measurement of the liability when
sufficient information exists. FIN 47 also clarifies when an
entity would have sufficient information to reasonably
estimate the fair value of an asset retirement obligation.
FIN 47 is effective no later than the end of fiscal years
ending after December 15, 2005. Retrospective application of
interim financial information is permitted but is not
required. Early adoption of this interpretation is
encouraged. The adoption of this standard is not expected to
have a material impact on the Company's results of operations
and financial position.
In May 2005, the FASB issued SFAS No. 154, "Accounting
Changes and Error Corrections" ("SFAS 154"), which replaces
Accounting Principles Board ("APB") Opinion No. 20,
"Accounting Changes", and SFAS No. 3, "Reporting Accounting
Changes in Interim Financial Statements - An Amendment of APB
Opinion No. 28". SFAS No. 154 provides guidance on the
accounting for and reporting of changes in accounting
principles and error corrections. SFAS No. 154 requires
retrospective application to prior period financial
statements of voluntary changes in accounting principles and
changes required by new accounting standards when the
standard does not Include specific transition provisions,
unless it is impracticable to do so. SFAS No. 154 also
requires certain disclosures for restatements due to
correction of an error. SFAS No. 154 is effective for
accounting changes and corrections of errors made in fiscal
years beginning after December 15, 2005, and is required to
be adopted by the Company as of January 1, 2006. The impact
that the adoption of SFAS No. 154 will have on the Company's
results of operations and financial condition will depend on
the nature of future accounting changes adopted by the
Company and the nature of transitional guidance provided in
future accounting pronouncements.
7
Item 7. Financial Statements
--------------------
Financial Statements for the fiscal year ended December
31, 2005 appear at the end of this document.
Item 8. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
------------------------------------------------
The Company had no disagreements with its accountants.
ITEM 8A. CONTROLS AND PROCEDURES
-----------------------
In accordance with Exchange Act Rules 13a-15 and 15d-15, the
Company's management carried out an evaluation with the
participation of the Company's Chief Executive Officer and Chief
Financial Officer, its principal executive officer and principal
financial officer, respectively, of the effectiveness of the
Company's disclosure controls and procedures as of the end of the
period covered by this report. Based upon that evaluation, the
Chief Executive Officer and Chief Financial Officer concluded as
of the end of the period covered by this Form 10-KSB that the
Company's disclosure controls and procedures are effective in
timely alerting them to material information relating to the
Company required to be Included in periodic reports filed under
the Securities Exchange Act of 1934, as amended. There were no
changes in the Company's internal controls over financial
reporting identified in connection with the evaluation by the
Chief Executive Officer and Chief Financial Officer that occurred
during the Company's fourth quarter that have materially affected
or are reasonably likely to materially affect the Company's
internal controls over financial reporting.
8
PART III
Item 9. Directors, Executive Officers Promoters and Control
Persons
---------------------------------------------------
This table sets forth the name, age and position of each
director and executive officer of the Company:
NAME AGE POSITION
James Herman 49 President, Chief Executive
Officer, Director
Garth Jensen 53 Chief Financial Officer,
Director
W. Jean Herman 68 Chairman
Davey Koech 55 Director
John A. Corrie 71 Director
James Herman, President, Chief Executive Officer and Director
since June 2006.
Garth Jensen, Chief Financial Officer, Director. Mr. Jensen has
served as CFO since November 2004.
W. Jean Herman, Director since June 2006.
Davey Koech, Director since June 2006.
John A. Corrie, Director since June 2006.
9
Item 10. Executive Compensation
----------------------
The table below summarizes all compensation awarded to, earned
by, or paid to our executive officers for each of the last three
completed fiscal years.
----------------------------------------------------------------------------------------------------------------------
Annual Compensation Long Term Compensation
----------------------------- ----------------------------------------------
Restricted
Annual Stock Warrants LTIP All Other
Name Title Year Salary Bonus Compensation Awarded & Options Payouts Compensation
$ $ ($) ($) (#) ($) ($)
----------------------------------------------------------------------------------------------------------------------
Jim Wolff President, CEO 2005 0 0 0 0 500,000 0 0
2004 0 0 0 0 0 0 0
2003 0 0 0 0 0 0 0
Garth Jensen CFO 2005 30,000 0 0 0 1,000,000 0 0
2004 0 0 0 0 0 0 0
2003 0 0 0 0 0 0 0
----------------------------------------------------------------------------------------------------------------------
Compensation to Directors
-------------------------
Our President did not receive any remuneration from us during the
fiscal year, but was granted an option to acquire 500,000 shares of our
common stock at a price of $1.00 per share. The term of the option is 3
years.
During November 2004, our Chief Financial Officer was granted one
million Options to purchase the Company's common stock at an
exercise price of $1.00. The options vest immediately and have a
life of three years.
During 2005, the Company has granted each director an option to acquire
500,000 shares of our common stock at a price of $1.00 per share. The term of
the option is 3 years.
Effective March 15, 2005, new directors were appointed as of the closing
of the NKS acquisition.
Item 11. Security Ownership of Certain Beneficial Owners and
Management
---------------------------------------------------
As of December 31, 2005, there were approximately 290,941,000 shares of
our common stock, no par value outstanding, and as of November 13, 2006,
there were approximately shares 10,029,172
outstanding. The following tabulates holdings of our
shares by each person who, subject to the above, at the date of this annual
report, holds of record or is known by our management to own beneficially
more than 5% of the common shares and, in addition, by all of our directors
and officers individually and as a group. To the best of our knowledge, each
named beneficial
10
owner has sole voting and investment power with respect to the shares set
forth opposite his name.
SHAREHOLDER(2) SHARES HELD %
-------------- ----------- ---
Island Rock Investment (1) 10,000,000 99%
All Directors and Executive 0
Officers as a Group (4 persons) 0%
(1) This company is controlled by Montague Group, a person not related to
the Company.
(2) The addresses for these shareholders is in care of the Company.
11
Item 12. Certain Relations and Related Transactions
------------------------------------------
The president, current and former principal stockholders, and certain
employees from time to time made advances to us. The advances have been made
for financing and working capital purposes. At December 31, 2005 and 2004,
respectively, the total of such advances and accrued interest was $ 269,555
and $185,176.
As a result of the closing of the purchase of NKS in 2005, certain
former stockholders of NKS received shares of our common stock equal to more
than 5% of our total outstanding shares of common stock (see Beneficial
Ownership Table above)
Item 13. Exhibits and Reports on Form 8-K
--------------------------------
(a)
Exhibit
Number Description
------- -----------
3.1 Articles of Incorporation (1)
3.2 Articles of Amendment to the Articles of Incorporation
3.2 By-Laws (1)
10.1 Plan and Agreement of Merger, dated September 22, 2003, by and
between Stanfield Educational Alternatives, Inc., NALG Acquisition,
Inc. and North-American Liability Corporation (2)
23.1 Consent of Independent Registered Certified Public Accounting Firm
31.1 Certification of Chief Executive Officer pursuant to Securities
Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Officer pursuant to Securities
Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002
32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002
(1) Incorporated by reference to the registrant's registration
statement on Form 10-SB, file number 000-25947, as filed with
the SEC on May 3, 1999, as amended.
(2) Incorporated by reference to registrant's current report on
Form 8-K, file number 000- 25947, as filed with the SEC on
October 15, 2003.
(b) Reports on Form 8-K
The following reports were filed on Form 8-K:
September 16, 2004: Entry into a material Definitive Agreement. As of
September 10, 2004, the Company has finalized the Letter of Intent to
originally acquire 100% of all classes of shares issued and outstanding of
Grupo Industrial N.K.S., S.A., de CV ("NKS"). As of this date, the Company
and stock holders of NKS have mutually agreed that the Company will acquire
75% of all the shares of NKS in a share exchange agreement, whereby the
Company will deliver 250,000,000 common restricted shares in exchange for
75% of all the issued outstanding shares of NKS. NKS, a Mexican
corporation, is the owner of a Steel Mill Foundry and other assets in
Lazaro Cardenas, Mexico. NKS has represented to the Company that the
value of these hard assets has a value in excess of USD$200,000,000.
12
September 16, 2004: Amendments to Articles of Incorporation or Bylaws;
On September 10, 2004, the holders of a majority of the Company' outstanding
voting shares executed a written consent, amending the Company's Articles of
Incorporation to Increase the total number of authorized shares of the
Company's Common Stock from 500,000,000 to 1,000,000,000.
March 15, 2005: As of March 15, 2005, the Company has completed a
transaction resulting in the acquisition of 75% of all issued and outstanding
shares of Grupo Industrial N.K.S., S.A., de CV ("NKS"). The Company and
stockholders of NKS have mutually agreed that the Company will acquire 75% of
all the shares of NKS in exchange for 250,000,000 of the Company's common
restricted shares. NKS, a Mexican corporation, is the owner of a Steel Mill
Foundry and other assets in Lazaro Cardenas, Mexico.
NKS has represented to the Company that the value of these hard assets has a
value in excess of USD$200,000,000.
Item 14. Principal Accountant Fees And Services
--------------------------------------
Audit Fees billed for fiscal 2005 and 2004 for professional services
rendered by the principal accountant for the audit of the registrant's
annual financial statements and review of financial statements Included in
the registrant's Form 10-QSB were $ 7,000 and $25,424, respectively. Audit
related fees for fiscal year 2005 and 2004 amounted to $ 0 and $3,500,
respectively. These fees relate to the filing of the registrant's Form S-8.
There were no other fees billed to us by our principal accountant.
13
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act,
the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, on November 13, 2006.
BioChem Solutions, Inc, Inc.
By: /s/ James Herman
---------------------------
James Herman
President, Chief
Executive Officer
By: /s/ Garth Jensen
---------------------------
Garth Jensen
Chief Financial Officer
In accordance with the requirements of the Securities Act of 1934, this
report has been signed by the following persons in the capacities and on the
dates indicated.
SIGNATURE TITLE DATE
By: /s/James Herman D/P November 13, 2006
- ----------------------------
James Herman
By: /s/Garth Jensen
----------------------------- D November 13, 2006
Garth Jensen
14
BioChem Solutions, Inc.
(A Development Stage Company)
Consolidated Balance Sheets
December 31, 2005 and 2004
2005 2004
----------------- -----------------
Assets
------
Current assets:
Cash $ 40 $ 6,329
Prepaid expenses - 171
----------------- -----------------
Total current assets 40 6,500
Property and equipment, net 2,639 1,805
Other assets:
Deposits - -
----------------- -----------------
Total other assets - -
----------------- -----------------
Total assets $ 2,639 $ 8,305
================= ================
Liabilities and Stockholders' Deficiency
-----------------------------------------
Current liabilities:
Accounts payable $ 186,578 $ 185,561
Accrued expenses 841,707 764,618
Due to related parties 433,968 185,176
Notes payable 226,466 226,466
----------------- -----------------
Total current liabilities 1,688,720 1,361,821
Stockholders' deficiency:
Series 2001 convertible preferred stock 42,470 42,470
Series 2001A convertible preferred stock - -
Series 2001B convertible preferred stock - -
Class B preferred stock - -
Common stock 5,073,783 4,673,783
Deferred compensation (3839,333) (583,333)
Accumulated deficit (6,418,961) (5,486,436)
----------------- -----------------
Total stockholders' deficiency (1,686,041) (1,353,516)
Total liabilities and stockholders' ------------------ -----------------
deficiency $ 2,639 $ 8,305
================= =================
See accompanying notes to the consolidated financial statements.
F-2
BioChem Solutions, Inc.
(A Development Stage Company)
Consolidated Statements of Operations
For the year ended
----------------------------
Cumulative for
the period from
March 23, 1999
December 31 December 31 (Inception) to
2005 2004 December 31, 2005
------------- ------------- -----------------
Gross revenues $ - $ - $ 45,744
Cost of sales - - 264
------------- ------------- ---------------
- - 45,480
Operating expenses 894,446 1,197,092 5,644,391
Other Income(expenses):
Other Income 1,475 159,094 219,657
Interest expense (39,555) (143,173) (499,681)
Impairment of assets - - (315,027)
Provision for loss on
non-cancellable leases - - (225,000)
------------- ------------- ---------------
Total other (Income) expense (38,080) 15,921 (820,051)
------------- ------------- ---------------
Net loss (932,525) (1,181,171) (6,418,961)
============= ============= ===============
Loss per common share:
Basic $ (0.00) $ (3.11)
============= =============
Diluted $ (0.00) $ (3.11)
============= =============
Weighted average common shares
outstanding:
Basic 220,300,097 379,493
============= =============
Diluted 220,300,097 379,493
============= =============
See accompanying notes to the consolidated financial statements.
F-3
BioChem Solutions, Inc.
(A Development Stage Company)
Consolidated Statements of Shareholders' Equity (Deficiency)
Preferred Stock Common Stock Deferred Accumulated
Shares Amount Shares Amount Compensation Deficit Total
---------- -------- ----------- ---------- ------------ ----------- -----------
Balance March 23, 1999 (Inception) - $ - - $ - $ - $ - $ -
Issuance of stock - - 1,510,000 1,510 - - 243,034
Shares issued to reflect
re-capitalization of reverse
acquisition - - 5,435,000 241,524 - - -
---------- -------- ----------- ---------- ------------ ----------- -----------
Net loss - - - - - (233,968) (233,968)
---------- -------- ----------- ---------- ------------ ----------- -----------
Balances at December 31, 1999 - - 6,855,000 243,034 - (233,968) 9,066
Issuance of common stock - - 405,140 403,140 - - 403,140
Issuance of common stock for
services - - 2,069,250 2,055,405 - - 2,055,405
---------- -------- ----------- ---------- ------------ ----------- -----------
Net loss - - - - - (2,422,299) (2,422,299)
---------- -------- ----------- ---------- ------------ ----------- -----------
Balances at December 31, 2000 - - 9,329,390 2,701,579 - (2,656,267) 45,312
Reverse stock split - - (9,211,435) - - - -
Issuance of Series 2001
convertible preferred stock 25,500 49,000 - - - - 49,000
Issuance of Series 2001 A
convertible preferred stock 5,603,000 - - - - - -
Issuance of Series 2001 B
convertible preferred stock 5,643,175 - - - - - -
---------- -------- ----------- ---------- ------------ ----------- -----------
Net loss - - - - - (906,351) (906,351)
---------- -------- ----------- ---------- ------------ ----------- -----------
Balances at December 31, 2001 11,271,675 49,000 117,955 2,701,579 - (3,562,618) (812,039)
Conversion of Series 2001
convertible preferred stock
to common stock (600) (1,153) 2,679 1,153 - - -
Conversion of Series 2001 A
convertible preferred stock
to common stock (4,073,000) - 4,073,000 - - - -
Conversion of Series 2001 B
convertible preferred stock
to common stock (2,915,731) - 2,915,731 - - - -
Cancellation of common stock - - (54,051) - - - -
---------- -------- ----------- ---------- ------------ ----------- -----------
Net loss - - - - - (426,231) (426,231)
---------- -------- ----------- ---------- ------------ ----------- -----------
See accompanying notes to the consolidated financial statements.
F-4
Preferred Stock Common Stock Deferred Accumulated
Shares Amount Shares Amount Compensation Deficit Total
---------- -------- ----------- ---------- ------------ ----------- -----------
Balances at December 31, 2002 4,282,344 47,847 7,055,314 2,702,732 - (3,988,849) (1,238,270)
Conversion of Series 2001
convertible preferred stock
to common stock (2,800) (5,377) 6,000 5,377 - - -
Cancellation of common stock in
100 for 1 reverse stock split - - (6,990,424) - - - -
Cancellation of Series 2001 B
convertible preferred stock
for voidance of series (2,727,444) - - - - - -
Cancellation of Series 2001 A
convertible preferred stock
of the prior controlling
shareholder (775,000) - - - - - -
Issuance of Series 2001 A
convertible preferred stock in
125 for 1 forward stock split 94,375,000 - - - - - -
Conversion of Series 2001 A
convertible preferred stock
for common stock in 1 for 75
merger agreement (755,000) - 56,625,000 - - - -
Conversion of Series 2001 A
to common stock (31,125,000) - 31,125,000 - - - -
Issuance of common stock in
merger agreement - - 160,000,000 - - - -
Issuance of common stock for
rounding - - 8 - - - -
---------- -------- ----------- ---------- ------------ ----------- -----------
Net loss - - - - - (316,416) (316,416)
---------- -------- ----------- ---------- ------------ ----------- -----------
Balances at December 31, 2003 63,272,100 42,470 247,820,898 2,708,109 - (4,305,265) (1,554,686)
========== ======== =========== ========== ============ =========== ===========
Preferred Stock Common Stock Deferred Accumulated
Shares Amount Shares Amount Compensation Deficit Total
---------- -------- ----------- ---------- ------------ ----------- -----------
Issuance of common stock - - 660,000 410,000 - 410,000
Preferred stock converted to
common stock (35,304,000) - 35,304,000 - - -
Common stock converted to
preferred stock 50,000,000 - (158,000,000) - -
Cancellation of common shares - - (33,721,200) - - -
1 for 30 reverse split - - (88,994,491) - - -
Issuance of common stock - - 341 174 - 174
Forgiveness of debt - - 487,500 - 487,500
Preferred stock converted to
common stock (458,000) - 458,000 - - -
Cancellation of common shares - - (497,590) - - -
Cancellation of preferred shares (20,000,000) - - (32,000) - (32,000)
Common stock awarded to consultant - - - 600,000 (600,000) - -
Intrinsic value of stock options
issued - - - 500,000 - - 500,000
Amortization of deferred
compensation - - - - 16,667 - 16,667
1 for 10 reverse split (2,726,962)
Net loss - - - - (1,181,171) (1,181,171)
---------- -------- ----------- ---------- ------------ ----------- -----------
Balances at December 31, 2004 57,510,100 $ 42,470 302,996 $4,673,783 $ (583,333) $(5,486,436) $(1,353,516)
========== ======== =========== ========== ============ =========== ===========
Shares Issued for Acquisition of
Mexican Steel Corp - $ - 280,678,600 - - - -
Amortization of deferred
Compensation - - - - 200,000 - 200,000
Shares cancelled - - (40,596) - - - -
Forgiveness of Debt - - 10,000,000 400,000 - - 400,000
Net Loss - - - - - (932,525) (932,525)
---------- -------- ----------- ---------- --------- ----------- -----------
Balances at December 31, 2005 57,510,000 $ 42,470 290,941,000 $5,073,783 $ (383,000) $(6,418,962) $(1,686,041)
=========== ======== =========== ========== =========== =========== ===========
See accompanying notes to the consolidated financial statements.
F-5
BioChem Solutions, Inc.
(A Development Stage Company)
Consolidated Statements of Cash Flows
Cumulative for
Twelve Twelve the period from
Months Months March 23, 1999
Ended Ended (Inception) to
December 31, 2005 December 31, 2004 December 31, 2005
----------------- ----------------- -----------------
Cashflows from operating activities
Net Income(loss) $ (932,525) $ (341,844) $ (6,418,961)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities
Forgiveness of related party payable - - (59,088)
Depreciation and amortization 1,366 1,704 295,830
Loss on impairment of assets - - 315,027
Provision for loss on non-cancelable leases - - 225,000
Bad Debt Expense 42,000
Intrinsic Value of Stock Options Granted 500,000
Common stock issued for services 600,000 - 2,672,072
Increase(decrease) in cash caused by
changes in:
Other current assets 171 (171) -
Other assets - 80,000 -
Accounts payable 1,017 (8,644) 186,578
Accrued expenses 77,089 150,980 844,263
Due to related parties 84,378 (48,866) 528,642
Net cash provided by (used in) operating activities (168,505) (166,841) (868,638)
Cashflows from investing activities:
Acquisition of property and equipment (2,200) (9,359) (279,199)
Cashflows from financing activities
Repayment of note payable to related party - - (200,000)
Proceeds from issuance of preferred stock - - 49,000
Proceeds from issuance of capital stock - 160,174 1,056,348
Due to related parties - 2,247 (399,353)
Issuance of Note Receivable (42,000)
Payment for Preferred Stock (32,000)
Repayment/proceeds of notes payable from Rel Party 164,415 - 715,881
Net cash from provided by financing activities 164,415 162,421 1,147,876
Net Increase(decrease) in cash (6,289) (13,779) 40
Cash at beginning of period 6,329 27,648 -
Cash at end of period $ 40 $ 13,869 $ 40
Supplemental disclosure of cash flow information:
Cash paid for interest $ - $ - $ -
Non-cash activity:
Purchase of intangible assets from related party $ - $ - $ -
Reduction of capital lease obligation upon
abandonment of assets $ - $ - $ -
See accompanying notes to the consolidated financial statements.
F-6
BioChem Solutions, INC.
(A Development Stage Company)
Notes to Consolidated Financial Statements
(1) Summary of Significant Business and Accounting Policies
(a) Organization
------------
The Company is in its development stage and needs
substantial additional capital to complete its development
and to reach an operating stage. The accompanying consolidated
financial statements have been prepared assuming that the
Company will continue as a going concern, and therefore,
will recover the reported amount of its assets and satisfy
its liabilities on a timely basis in the normal course of
its operations. See note 12 for a discussion of
management's plans and intentions.
(b) Principles of Consolidation
---------------------------
The consolidated financial statements Include the accounts
of BioChem Solutions, Inc. and its wholly owned
subsidiary North-American Liability Corporation, collectively
referred to as the "Company". All significant intercompany
accounts and transactions have been eliminated in consolidation.
(c) Revenue Recognition
-------------------
The Company records revenue as earned when goods or
services are provided. The Company did not recognize any
revenue for the years ended December 31, 2005 and 2004.
(d) Property and Equipment
----------------------
Property and equipment are stated at cost. Depreciation
for financial statement purposes is computed using the
straight-line method over the estimated useful lives of
the individual assets, which range from 3 to 5 years.
The Company periodically reviews its long-lived assets and
intangibles for potential impairment and will record an
impairment change whenever events or changes in circumstances
indicate the carrying amount of the assets may not be fully
recoverable. As of December 31, 2005 and 2004, management
does not believe that any assets are impaired.
(e) Fair Value of Financial Instruments
-----------------------------------
The Company's financial instruments Include cash,
accounts payable, and amounts due to related parties.
Due to the short-term nature of these instruments, the
fair value of these instruments approximate their
recorded value. The Company has other liabilities which
it believes are stated at estimated fair market value.
F-7
BioChem Solutions, Inc.
(A Development Stage Company)
Notes to Consolidated Financial Statements
(1) Summary of Significant Business and Accounting Policies
(Contd..)
(f) 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
amounts of revenue and expenses during the reporting
period. Actual results could differ from those
estimates.
(g) Income Taxes
------------
The Company uses the asset and liability method of
accounting for Income taxes. Under the asset and
liability method, deferred tax assets and liabilities 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. 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. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in
Income in the period that Includes the enactment date.
(h) Loss Per Share
--------------
Basic loss per common share amounts are based on the
weighted average shares outstanding of 280,955,009 and
379,493 (adjusted for reverse stock splits) for the
years ended December 31, 2005 and 2004,
respectively. Diluted loss per common share amounts
reflect the potential dilution that could occur if
convertible preferred shares are converted into common
stock. No conversion is assumed if such conversion would
have an anti-dilutive effect on diluted loss per common
share amounts.
(i) Stock-based compensation
At December 31, 2005, the Company had a stock option
plan, which is described more fully in Note 10. The
Company has elected to continue to follow the intrinsic
value method in accounting for its stock-based employee
compensation arrangements. The following table illustrates
the effect on net Income and earnings per share if the
Company had applied the fair value recognition provisions
of SFAS No. 123 to stock-based employee compensation for
the year ended December 31, 2005.
2005
------------
Reported net loss $ (932,525)
Stock-based employee compensation
Included in reported net loss
Stock-based employee compensation
determined under the fair value
based method ( 000)
Pro forma net loss $ (932,525 )
============
Basic and diluted loss per share: $ (0.0)
As reported ============
Pro forma $ (0.0 )
============
The weighted average fair value of options granted in
2005 was approximately $ using the Black-Scholes
option-pricing model with the following assumptions:
Volatility 314%
Risk free interest rate 3.22%
Expected life in years 3 years
Dividend yield 0.00%
No stock options were issued or outstanding prior to January 1, 2004.
(2) Recent Financial Accounting Standards
In December 2004, the Financial Accounting Standard Board
("FASB") issued Statement of Accounting Standards ("SFAS")
No. 123 (revised 2004), "Share-Based Payment" ("SFAS No.
123R"). SFAS No. 123R requires the Company to measure the
cost of employee services received in exchange for an award
of equity instruments based on the grant-date fair value of
the award. The cost of the employee services is recognized as
compensation cost over the period that an employee provides
service in exchange for the award. SFAS No. 123R will be
effective January 1, 2006 for the Company and may be adopted
using a modified prospective method or a modified
retrospective method. The Company has not yet completed an
analysis to quantify the exact impact the new standard will
have on its future financial performance. Depending upon the
extent to which the Company implements share-based
compensation plans, adoption of this statement could have a
material impact on the Company's future financial position
or results of operations.
In December 2004, the FASB issued SFAS No. 153, "Exchanges of
Non-Monetary Assets - an amendment of the Accounting
Principles Board (APB) Opinion No. 29" (Statement 153). This
statement amends Opinion 29 to eliminate the exception for
non-monetary exchanges of similar productive assets and
replaces it with a general exception for exchanges of
non-monetary assets that do not have commercial substance. A
non-monetary exchange has commercial substance if the future
cash flows of the entity are expected to change significantly
as a result of the exchange. The adoption of this standard
is not expected to have a material impact on the Company's
results of operations or financial position.
In March 2005, the FASB issued FASB Staff Position ("FSP")
No. 46(R)-5, "Implicit Variable Interests under FASB
Interpretation No. ("FIN") 46 (revised December 2003),
Consolidation of Variable Interest Entities" ("FSP FIN
46R-5"). FSP FIN 46R-5 provides guidance for a reporting
enterprise on whether it holds an implicit variable interest
in Variable Interest Entities ("VIEs") or potential VIEs when
specific conditions exist. This FSP is effective in the first
period beginning after March 3, 2005 in accordance with the
transition provisions of FIN 46 (Revised 2003),
"Consolidation of Variable Interest Entities - an
Interpretation of Accounting Research Bulletin No. 51" ("FIN
46R"). The adoption of this standard is not expected to have
a material impact on the Company's results of operations and
financial position.
In March 2005, the FASB issued Interpretation No. 47,
"Accounting for Conditional Asset Retirement Obligations"
("FIN 47"), which will result in (a) more consistent
recognition of liabilities relating to asset retirement
obligations, (b) more information about expected future cash
outflows associated with those obligations, and (c) more
information about investments in long-lived assets because
additional asset retirement costs will be recognized as part
of the carrying amounts of the assets. FIN 47 clarifies that
the term "conditional asset retirement obligation" as used in
SFAS 143, "Accounting for Asset Retirement Obligations,"
refers to a legal obligation to perform an asset retirement
activity in which the timing and/or method of settlement are
conditional on a future event that may or may not be within
the control of the entity. The obligation to perform the
asset retirement activity is unconditional even though
uncertainty exists about the timing and/or method of
settlement. Uncertainty about the timing and/or method of
settlement of a conditional asset retirement obligation
should be factored into the measurement of the liability when
sufficient information exists. FIN 47 also clarifies when an
entity would have sufficient information to reasonably
estimate the fair value of an asset retirement obligation.
FIN 47 is effective no later than the end of fiscal years
ending after December 15, 2005. Retrospective application of
interim financial information is permitted but is not
required. Early adoption of this interpretation is
encouraged. The adoption of this standard is not expected to
have a material impact on the Company's results of operations
and financial position.
In May 2005, the FASB issued SFAS No. 154, "Accounting
Changes and Error Corrections" ("SFAS 154"), which replaces
Accounting Principles Board ("APB") Opinion No. 20,
"Accounting Changes", and SFAS No. 3, "Reporting Accounting
Changes in Interim Financial Statements - An Amendment of APB
Opinion No. 28". SFAS No. 154 provides guidance on the
accounting for and reporting of changes in accounting
principles and error corrections. SFAS No. 154 requires
retrospective application to prior period financial
statements of voluntary changes in accounting principles and
changes required by new accounting standards when the
standard does not Include specific transition provisions,
unless it is impracticable to do so. SFAS No. 154 also
requires certain disclosures for restatements due to
correction of an error. SFAS No. 154 is effective for
accounting changes and corrections of errors made in fiscal
years beginning after December 15, 2005, and is required to
be adopted by the Company as of January 1, 2006. The impact
that the adoption of SFAS No. 154 will have on the Company's
results of operations and financial condition will depend on
the nature of future accounting changes adopted by the
Company and the nature of transitional guidance provided in
future accounting pronouncements.
F-8
BioChem Solutions Inc.
(A Development Stage Company)
Notes to Consolidated Financial Statements
(3) Property and Equipment
At December 31, 2005 and 2004, property and equipment
consisted of the following:
2004 2005
-------- --------
Furniture and equipment $ 2,546 $ 4,256
Less accumulated depreciation (741) (1,617)
-------- --------
Property and equipment, net $ 1,805 $ 2,639
======== ========
Depreciation expense for the years ended December 31, 2005
and 2004 was $ 876 and $692, respectively.
(4) Leases
Operating
- ---------
The Company has no office rents during 2005. Rent expense of
$0 was Incurred for the year ended December 31, 2005.
(5) Capitalization
(A) COMMON STOCK
At December 31, 2005 and 2004, the Company had outstanding
290,941,000 and 247,820,898 shares of common stock, respectively.
Effective July 13, 2004, the Company's Board authorized a 1 for
30 reverse stock split. On November 1, 2004, the Company
effected an additional 1 for 10 reverse split. On September 1,2005
the Company's Board approved a 1 for 500 reverse stock split and then
on September 10, 2005 the Company's Board approved a 500 for 1 stock
split, effectively reversing the recent reverse split.
(B) PREFERRED STOCK
Series 2001
As of December 31, 2005, 22,100 shares of Series 2001 Preferred
Stock remain outstanding.
Series 2001A
During the first quarter of 2004, the Company cancelled 35,304,000
shares of its Series 2001A Convertible Preferred Stock in voluntary
conversions to 35,304,000 shares of its common stock. During
the third quarter of 2004, 458,000 shares of Series 2001A
Convertible Preferred Stock were converted to 458,000 shares of
its common stock. As of December 31, 2005 and 2004, the number of
shares outstanding of Series 2001A Convertible Preferred Stock was
27,488,000 and 27,488,000, respectively.
F-9
BioChem Solutions, Inc.
(A Development Stage Company)
Notes to Consolidated Financial Statements
(5) Capitalization (Contd...)
Series 2001B
During February 2004, 526,667 shares (adjusted for stock splits)
were converted to 50,000,000 shares of Class B Preferred Stock.
In November 2004, the Company repurchased 20,000,000 shares
of class B Preferred Stock from the non-related party for
$32,000. As a result, 30,000,000 shares of Class
B Preferred Stock are outstanding as of December 31, 2005.
(6) Income Tax
The Company has no provision for taxes as they have a net
operating loss of approximately $6,400,000 that expires in
varying times through the year 2023. The total deferred tax
asset associated with the net operating loss has been reduced
by a valuation allowance to $0 at December 31, 2005 and 2004,
and no net deferred asset has been recorded, as the
possibility of utilizing the net operating loss is dependent
on the Company achieving profitable operations. U.S. tax
rules impose limitations on the use of net operating losses
and tax credits following certain defined changes in stock
ownership. The Company has not completed the complex
analysis required by the Internal Revenue Code to determine
if an ownership change has occurred. If such a change were
deemed to have occurred, the limitation could reduce or
eliminate the amount of these benefits that would be
available to offset future taxable Income each year, starting
with the year of ownership change.
(7) Related Party Transactions
The former president, current and former principal stockholders,
and certain employees from time to time made advances to the
Company. The advances have been made for financing and
working capital purposes. At December 31, 2005 and 2004
respectively, the total of such advances, Including accrued
interest, was $269,554 and $185,176.
During 2003, the Company settled its note payable to the former
controlling shareholder. With principal and accumulated
interest, the debt amounted to $444,088. In the settlement,
the Company paid $200,000, the former president contributed
$185,000, and $59,088 was forgiven.
(8) Accrued Expenses
Accrued expenses at December 31, 2005 and 2004, consisted of
the following:
2005 2004
-------- --------
Accrued lease obligations $395,996 $378,318
Accrued interest 154,793 137,378
Accrued salaries 100,000 170,000
Other 190,919 78,922
-------- --------
$841,708 $764,618
======== ========
The accrual for lease obligations resulted from the default
on a number of the Company's lease obligations.
F-10
BioChem Solutions, INC.
(A Development Stage Company)
Notes to Consolidated Financial Statements
(9) Notes Payable
Notes Payable as of December 31, 2005 and December 31, 2004 is
$ 226,466 and $226,466, respectively, plus accrued interest.
Interest accrues at various rates between 9 and 12 percent per annum.
During 2004, the Company settled secured notes payable (Including
accrued interest) of $487,500 through a third party pledging
Company common stock as collateral. As a result, the Company
accounted for this transaction as a contribution of capital.
(10) Stock Options
During 2004, the Company established a stock option plan under
which options to purchase shares of common stock may be granted
to employees, directors, officers, agents, consultants and
independent contractors.
During November 2004, the Company granted 1,000,000 stock
options to the Company's Chief Financial Officer. The options
have an exercise price of $1.00, vest immediately, and have
a life of three years. At the grant date, these options had
an intrinsic value of $500,000 which has been charged to
operating expenses in the accompanying consolidated
statements of operations for the year ended December
31, 2005. These options remain outstanding at December
31, 2005, are fully exercisable and have a remaining life
of 1.9 years.
(11) Subsequent Events
The Company signed a letter of intent with Global Steel
Holdings Ltd. ("GSH"), an Indian company with globally
diverse steel interests. This Letter of Intent has lapsed.
GSH intended to purchase 50% of NorMexSteel's shares in NKS
and in turn provide a line of credit totaling $30 million to
settle debt and provide working capital for the facility.
On September 5, 2005, the Company signed a letter of intent
with Jamieson Enterprises Inc. ("JEI"), a builder of arenas
in North America to acquire 25% of each of ten facilities.
The Company has let this Letter of intent lapse as JEI did not
provide the necessary financing to complete the acquisition.
In the United States District Court in the Southern District of
California in San Diego, California, denied the Company's motion for a
preliminary injunction in NorMexSteel, Inc., et al. v. Charles B.
Flynn, et al., Case Number 06-CV-0814, filed on April 2, 2006. In the
order dated June 6, 2006, the District Court reversed its tentative
ruling. The District Court's Findings of Fact and Conclusions of law
Denying Plaintiffs' Motion for Preliminary Injunction (the "Order")
stated that: "Although in its tentative ruling the Court stated that
it would order that Defendants Baiaverde and Taurus place the
allegedly stolen shares in the registry of the Court pending
resolution of the matter, it has reconsidered. Upon further review,
the Court finds that NorMex does not own the stock at issue here." In
the Order, the District Court denied the Plaintiffs' requested relief.
On June 16, 2006, the Company announced that by Consent to Act in Lieu
of a meeting of the shareholders, the majority of the shareholders of
record voted and approved to unwind the share exchange with Grupo
Industrial NKS SA de CV. The 250,000,000 shares issued to NKS
shareholders will be voluntarily returned in exchange for the 75% of
the NKS shares held by NorMexSteel and the 250,000,000 NorMexSteel
shares will be cancelled and returned to treasury. In conjunction with
this the shareholders approved to remove and replace the existing
board of directors; to file amendments to the articles of
Incorporation of the company that would effect a name change to
BioChem Solutions Inc. and a reverse stock split of the Company's
common stock of 1 for 10,000. Under the guideline of the regulatory
and company act requirements the majority of shareholders agreed to
the need and ratio of the reverse stock split and the majority agreed
that the restructuring is in the best interest of the company. The net
effect of the reverse stock split will reduce the Company's
outstanding shares of common stock post split to 29,066 shares (no
fractional shares will be issued). The stock split is effective as of
June 30, 2006. Shareholders of record will be notified by the
Company's transfer agent and may exchange their old shares of common
stock for new shares of common stock post reverse.
On June 16, 2006, the Company entered into a contract to acquire an
Exclusive Rights and a Master License providing all the rights in a
patented BioChemical, Trioxolane, and other patents held by the CKD
Foundation, the CKD Foundation will appoint five new directors to the
board of directors.
BioChem Solutions Inc. under the Master License from the patent
holder, the CKD Foundation, will provide funding on a best efforts
basis for the further development of the patents and applications and
related products. BioChem Solutions Inc. expects to schedule the third
stage Clinical trials for treatment HIV / AIDS.
F-11
BioChem Solutions, INC.
(A Development Stage Company)
Notes to Consolidated Financial Statements
(12) Going Concern Matters
The accompanying condensed financial statements have been
prepared on a going concern basis, which contemplates the
realization of assets and the satisfaction of liabilities
in the normal course of business. Due to its past
financial difficulties, the Company has accumulated debt,
Including judgments and accrued interest, of approximately
$ 1,950,000 relating to its current and former lines of
business and maintains these on its balance sheet as
current liabilities. Interest on these balances is accruing
at a rate of approximately $10,000 per quarter as of
September 30, 2005. The Company is continuing in its efforts
to resolve these obligations and others through settlements.
However, there is no assurance that the Company will be
able to settle in terms agreeable to the Company and if it
does not do so, this will raise substantial doubt as to its
ability to continue as a going concern. As shown in the
condensed financial statements, the Company has Incurred
cumulative losses of approximately $ 6,200,000 during its
development stage.
The Company's continuation as a going concern is uncertain
and dependent upon obtaining additional sources of
financing and achieving future profitable operations, the
outcome of which cannot be predicted at this time.
The condensed financial statements do not Include any
adjustments to reflect the possible future effects on the
recoverability and classification of assets or the amounts
and classification of liabilities that may result from the
possible inability of the Company to continue as a going
concern.
(13) Fourth Quarter Adjustments
During the fourth quarter of 2004, the Company recorded certain
material adjustments to its financial statements, as follows:
(a) Based on a consulting agreement, the Company recorded
$500,000 of expense relating to the intrinsic value of stock
options granted to its Chief Financial Officer. In addition,
the Company recorded $600,000 of deferred compensation which
is being expensed over the term of the agreement.
(b) The Company reversed approximately $100,000 of previously
expensed accrued salaries to terminated employees, which has
been Included in other Income.
F-12