U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(X) Quarterly report under section 13 or 15(d) of the Securities Exchange
Act of 1934 for the quarterly period ended March 31, 2003.
Commission File No: 0-32917
RJV NETWORK, INC.
(Name of small business in its charter)
NEVADA 94-3355026
(State or other jurisdiction of Incorporation) (IRS Employer Id. No.)
15147 SE 46th Way
Bellevue, Washington 98006
(Address of Principal Office) Zip Code
Issuer's telephone number: (425) 267-1194
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities 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 whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court. Yes X No
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date. At May 6, 2003, the
following shares of common were outstanding: Common Stock, par value of
$0.000013, 15,093,750 shares.
Transitional Small Business Disclosure Format (Check one): Yes No X
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PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS AND EXHIBITS
The unaudited financial statements of registrant for the three months ended
March 31, 2003 and 2002 follow. The financial statements reflect all
adjustments, which are, in the opinion of management, necessary to a fair
statement of the results for the periods presented.
RJV NETWORK, INC.
(A Development Stage Company)
FINANCIAL REPORT
MARCH 31, 2003
(Unaudited)
Page
----
Balance Sheet 3
Statements of Operations 4
Statement of Shareholder's Equity 5
Statements of Cash Flows 6
Notes to Financial Statements 7
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RJV NETWORK, INC.
(A Development Stage Company)
BALANCE SHEET
March 31, 2003
(Unaudited)
ASSETS
Current Asset
Cash $ 1,100
======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Due to shareholder $ 3,900
Accounts Payable 14,975
------
Total current liabilities 18,875
Shareholders' Equity
Common stock, $.000013 par value; 25,000,000 common
shares authorized, 15,093,750 shares issued and outstanding 80
Additional paid-in capital 20,170
Deficit accumulated during the development stage (38,025)
------
(17,775)
------
$ 1,100
======
See Notes to Financial Statements.
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RJV NETWORK, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
For the Three Months Ended March 31, 2003 and 2002 and the Period
From December 23, 1999 (Date of Inception) to March 31, 2003
(Unaudited)
Cumulative
Three Months Three Months During
Ended Ended Development
March 31, March 31, Stage
2003 2002
------------- ------------- -----------
Interest income $ - $ - $ 124
Expense reimbursement from
BioKinetix 2,000 2,000
------------- ------------- -----------
2,000 2,124
------------- ------------- -----------
General and administrative expenses
Bank charges and other 30 13 299
Professional fees 7,986 2,200 20,237
Consulting fees - 370 13,845
Organizing expenses - 503 5,460
Other 194 308
------------- ------------- -----------
8,210 3,086 40,149
------------- ------------- -----------
Net loss for the period $ (6,210) $ (3,086) $ (38,025)
------------- ------------- -----------
Basic and diluted loss per
common share $ (0.00) $ (0.00) $ (0.00)
Weighted average shares
Outstanding 15,093,750 15,093,750 12,733,326
See Notes to Financial Statements
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RJV NETWORK, INC.
(A Development Stage Company)
STATEMENT OF SHAREHOLDERS' EQUITY
For the Three Months Ended March 31, 2003 and for the Period
From December 23, 1999 (Date of Inception) to March 31, 2003
Deficit
Accumulated
Additional During the
Common Stock Paid-in Development
Shares Amount Capital Stage Total
------ ------ ------- ----------- -----
Balance,
December 23, 1999 - $ - $ - $ - $ -
Issuance of common stock,
December 23, 1999 9,375,000 50 4,950 - 5,000
Net loss for the period (35) (35)
------ ------ ------- ----------- -----
Balance,
December 31, 2000 9,375,000 50 4,950 (35) 4,965
Issuance of common stock,
April 30, 2001 5,718,750 30 15,220 15,250
Net loss for the year (16,902) (16,902)
------ ------ ------- ----------- -----
Balance,
December 31, 2001 15,093,750 80 20,170 (16,937) 3,313
Net loss for year (14,878) (14,878)
------ ------ ------- ----------- -----
Balance,
December 31, 2002 15,093,750 80 20,170 (31,815) (11,565)
Net loss for period (6,210) (6,210)
------ ------ ------- ----------- -----
Balance,
March 31, 2003
(unaudited) 15,093,750 $ 80 $20,170 $ (38,025) $(17,775)
------ ------ ------- ----------- -----
See Notes to Financial Statements
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RJV NETWORK, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
For the Three Months Ended March 31, 2003 and 2002 and for the Period
from December 23, 1999 (Date of Inception) to March 31, 2003
(Unaudited)
Cumulative
Three Months Three Months During
Ended Ended Development
March 31, March 31, Stage
2003 2002
------------- ------------- -----------
Cash Flows from
Operating Activities
Net loss for the period $ (6,210) $ (3,086) $ (38,025)
Increase in Accounts Payable 7,986 - 14,975
------------- ------------- -----------
Net Cash Flows Used by
Operating Activities 1,776 (3,086) (23,050)
Cash Flows from
Financing Activities
Issuance of common stock - - 20,250
Loan from shareholder - 5,155
Repayment of loan from shareholder (1,255) - (1,255)
------------- ----------- -----------
Net cash flows from
financing activities (1,255) - 24,150
------------- ----------- -----------
Net increase (decrease)
in cash 521 (3,086) 1,100
Cash, beginning of period 579 3,513 -
------------- ----------- -----------
Cash, end of period $ 1,100 $ 427 $ 1,100
------------- ----------- -----------
See Notes to Financial Statements
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NOTES TO FINANCIAL STATEMENTS
Note 1. Organization and Description of Business
RJV Network, Inc. ("the Company"), a development stage company, was
incorporated under the laws of the State of Nevada on December 23, 1999. The
Company was formed for the purpose of developing an internet-based listing
site that would provide detailed commercial real estate property listings and
related data. Pending the acquisition described in the following paragraph,
the Company has suspended its original business plan.
The Company is seeking approval of a proposed acquisition of Bio Kinetix, an
Alberta, Canada corporation. The proposed Acquisition Agreement provides
that the Company will acquire Bio Kinetix as a wholly-owned subsidiary by
issuing shares of its stock to the shareholders of Bio Kinetix resulting in
the shareholders of Bio Kinetix having a controlling ownership of the
Company. If the acquisition is approved, the Company will change its name to
Bio Kinetix Research, Inc., abandon its planned operations and continue
operations under the business plan of Bio Kinetix. Bio Kinetix has acquired
rights to a new proprietary method for treating breast cancer and has
obtained preliminary financing commitments. The reverse acquisition will be
accounted for by the purchase method.
Note 2. Summary of Significant Accounting Policies
The interim period financial statements have been prepared by the Company
pursuant to the rules and regulations of the U.S. Securities and Exchange
Commission (the "SEC"). Certain information and footnote disclosure normally
included in financial statements prepared in accordance with accounting
principles generally accepted in the United States have been condensed or
omitted pursuant to such SEC rules and regulations. The interim period
financial statements should be read together with the audited financial
statements and accompanying notes included in the Company's audited financial
statements for the years ended December 31, 2002 and 2001. In the opinion of
the Company, the unaudited financial statements contained herein contain all
adjustments necessary to present a fair statement of the results of the
interim periods presented.
Note 3. Earnings per Share
Basic earnings per share is computed by dividing income available to common
shareholders by the weighted average number of common shares outstanding in
the period. The Company's stock split 75 for 1 on August 24, 2001. In April
2002, the Board of Directors approved a 2.5 for 1 split of the Company's
stock. The accompanying financial statements are presented on a post-split
basis. The earnings per share for the period ended March 31, 2003, and the
period cumulative during the development stage have been adjusted
accordingly. Diluted earnings per share takes into consideration common
shares outstanding (computed under basic earnings per share) and potentially
dilutive securities. There were no dilutive securities outstanding during
the period December 23, 1999 to March 31, 2003.
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ITEM 2. PLAN OF OPERATION
RJV Network, Inc., is presently seeking approval of a proposed acquisition of
Bio Kinetix, an Alberta, Canada, corporation. The proposed Acquisition
Agreement provides that the Company will acquire Bio Kinetix as a wholly
owned subsidiary by issuing 16,000,000 shares of its stock to the
shareholders of Bio Kinetix, resulting in the shareholders of Bio Kinetix
having a controlling ownership of the Company. If the acquisition is
approved, the Company will change its name to Bio Kinetix Research, Inc.,
abandon its planned operations and continue operations under the business
plan of Bio Kinetix.
Bio Kinetix Research Inc.'s mission is to develop a new generation of
medicines and diagnostics for the treatment of malignancies. The Company will
be focused on the anti-cancer applications of certain monoclonal antibodies,
termed "Superantibodies," that may improve medicinal and treatment potencies
and increase sensitivity in use as diagnostics. Bio Kinetix hopes to use this
technology to create new antibodies and diagnostic assays that will be able
to be used to treat and detect certain cancers.
In particular, Bio Kinetex will attempt to create a Superantibody that will
attach to RECAF molecules. The RECAF molecules with the Superantibody
attached are theoretically expected to then attach to cancer cells, with
minimal or no harm to non-cancerous cells, so that the Superantibody can
destroy the cancer cells.
Please note that Bio Kinetix is a development stage company that has not yet
begun operations. It is also important to understand that there has been no
development of any product (antibodies) to date by the Company, and that such
development may never begin, and there can be no certainty that any such
antibodies will be developed by the Company, and, even if a product is
developed, that the desired results for which it was originally intended will
be achieved.
Definitions of the terms used above are as follows:
"SuperAntibody" is an industry-adopted term used to describe genetically-
engineered antibodies, isolated from a single blood cell, which have been
expanded in the laboratory to attack or have a desired effect on certain
targeted antigens, such as cancer cells.
"RECAF" - Receptor Alpha Fetaprotein. This is a carbohydrate molecule that is
located on the surface of cancer cells.
"Receptor" - A structure exposed on the cell surface used for signaling or
transport of molecules into the cell.
Bio Kinetix Corp., (the "Company," "Bio Kinetix" or "BIO KIN") is a
biotechnology research and development company focused on the application of
SuperAntibody-based products for the treatment and diagnosis of certain
cancers.
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The Bio Kinetix business plan is based primarily on the furtherance of
certain intellectual property rights obtained by way of "sub-licenses" of
technology from other companies. At present, BIO KIN has no product or
products, and has received no patents or FDA approval for any product or
diagnostic procedures.
For more detailed and specific information on the proposed Acquisition, you
are encouraged to read the materials previously filed by the Company with the
Securities and Exchange Commission ("SEC"). On April 30, 2002, RJV Network
filed a Preliminary Proxy Statement with the SEC. On July 1, 2002 and March
19, 2003, RJV Network filed amendments to the Preliminary Proxy Statement
that had previously been filed. On May 1, 2003, the Company announced, by way
of an SEC Form 8-K, that it had received a majority vote in favor of the
Acquisition from certain of its shareholders and filed its Preliminary
Information Statement on SEC Form PRE14C, setting forth this information, on
May 1, 2003. The public may read and copy any of these filings or any
materials RJV files with the SEC at the SEC's Public Reference Room at 450
Fifth Street, N.W., Washington, D.C. 20549. The Public may obtain information
on the operation of the Public Reference Room by calling the SEC at 1-800-
SEC-0330 or visit
www.sec.gov.
If the proposed acquisition described above is not successful, RJV Network,
Inc. will then have to determine whether to continue to pursue its original
business plan (which it has suspended), adopt a new plan of operations, or
seek to be a merger or acquisition candidate. It is very likely that the
Company will be required to find additional financing in order to maintain a
going concern status. There can be no guarantee or assurance that the Company
would be successful in raising additional proceeds. If additional financing
cannot be secured, RJV Network, Inc. would likely be unable to continue its
proposed business plan of developing an online real estate listing service.
STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This report contains various forward-looking statements that are based on the
Company's beliefs as well as assumptions made by and information currently
available to the Company. When used in this report, the words "believe,"
"expect," "anticipate," "estimate" and similar expressions are intended to
identify forward-looking statements. Such statements may include statements
regarding seeking business opportunities, payment of operating expenses, and
the like, and are subject to certain risks, uncertainties and assumptions
which could cause actual results to differ materially from projections or
estimates contained herein. Factors which could cause actual results to
differ materially include, among others, unanticipated delays or difficulties
in location of a suitable business acquisition candidate, unanticipated or
unexpected costs and expenses, competition and changes in market conditions,
lack of adequate management personnel and the like. Should one or more of
these risks or uncertainties materialize, or should underlying assumptions
prove incorrect, actual results may vary materially from those anticipated,
estimated or projected. The Company cautions against placing undue reliance
on forward-looking statements.
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PART II
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None. See discussion of preliminary proxy materials and other filings related
to the proposed Acquisition of Bio Kinetix provided elsewhere herein.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
On May 1, 2003, the Company filed a report on Form 8-K announcing that it had
received a majority vote in favor of the proposed Acquisition of BioKinetix
from certain of its shareholders. In addition, the Company also filed a
Preliminary Information Statement, with respect to the proposed Acquisition,
on Form PRE14C on May 1, 2003.
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.
RJV NETWORK, INC.
(Registrant)
Date: May 9, 2003
By: /s/ Edward Velton
----------------
Edward Velton
President, Principal Financial Officer, and Director
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CERTIFICATIONS
--------------
I, Edward Velton, certify that:
1. I have reviewed this quarterly report on Form 10-Q of RJV Network, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. I have disclosed, based on our most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors (or
persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and
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6. I have indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our most
recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: May 9, 2003 /s/ Edward Velton
-----------------
Edward Velton
President, Principal Financial Officer,
and Director
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