8-K/A: Current report filing
Published on July 17, 2000
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDED REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) MARCH 10, 2000
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AETHLON MEDICAL, INC.
(Exact name of registrant as specified in its charter)
Nevada 33-44567-NY 13-3632859
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No,)
7825 Fay Avenue, Suite 200, La Jolla, California 92037
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including are code (858) 456-5777
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Not applicable
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(Former name or former address, if changed since last report)
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Businesses Acquired
Audited financial statements of Syngen Research, Inc. years ended
December 31, 1999 and 1998.
(b) Pro Forma Financial Information
Pro Forma Balance Sheet (unaudited) as of December 31, 1999
Pro Forma Statements of Operations for the nine months ended December
31, 1999 and the year ended March 31, 1999
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Aethlon Medical, Inc.
(Formerly Bishop Equities, Inc.)
/s/ Franklyn S. Barry, Jr.
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Franklyn S. Barry, Jr., President
Date: July 17, 2000
The following unaudited pro forma financial statements give effect to
the acquisition by Bishop Equities, Inc. ("Bishop") of all the outstanding
common stock of Syngen Research, Inc. ("Syngen") in a transaction accounted for
as a purchase. The unaudited pro forma balance sheet is based on the individual
balance sheets of Bishop and Syngen as of December 31, 1999 to reflect the
acquisition as of that date. The unaudited pro forma statements of operations
are based on the individual statements of operations of Bishop for the nine
months ended December 31, 1999 and the year ended March 31, 1999 and the
statements of income of Syngen for the same two periods. The unaudited pro forma
statements of operations combine the results of operations of Bishop and Syngen
(acquired on January 6, 2000) as if the acquisition had occurred at the
beginning of the respective periods.
Audited Financial Statements of
Syngen Research, Inc.
years ended December 13, 1999 and 1998
INDEPENDENT AUDITOR'S REPORT
To the Owner of
Syngen Research
San Diego, California
We have audited the accompanying balance sheet of Syngen Research as of December
31, 1998, and the related statements of income and proprietor's deficit, and
cash flows for the year then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Syngen Research as of December
31, 1998, and the results of its operations and its cash flows for the year then
ended in conformity with generally accepted accounting principles.
/s/ Delsen & Company LLP
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Delsen & Company LLP
San Diego, CA
March 20, 2000
SYNGEN RESEARCH
BALANCE SHEET
DECEMBER 31, 1998
ASSETS
(See accountant's report and accompanying notes)
2
SYNGEN RESEARCH
STATEMENT OF INCOME & PROPRIETOR'S DEFICIT
FOR THE YEAR ENDED DECEMBER 31, 1998
(See accountant's report and accompanying notes)
3
SYNGEN RESEARCH
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1998
(See accountant's report and accompanying notes)
4
SYNGEN RESEARCH
NOTES TO FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 1998
Note 1. NATURE OF OPERATIONS
The Company is a sole-proprietorship, which performs consulting and
research activities in the biomedical field.
Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Depreciation
Depreciation of equipment is computed using accelerated methods
with estimated useful lives of 5 years.
Income Taxes
The company is not subject to income taxes since it is a sole
proprietorship and the income is taxable directly to the owner.
Note 3. NOTE PAYABLE
The Company owes $25,000 to a relative of the owner. The note is
payable upon demand. The Company has been making interest payments of
$125 monthly, totaling $1,500 for the current reporting period.
Note 4. RENT
The rent was paid by an affiliated company.
Note 5. SALE OF THE COMPANY
As of October 11, 1999 the Company had signed a letter of intent to
be acquired by Bishop Equities, Inc. dba Aethlon Medical, Inc., a
publicly held company. Under the agreement, Aethlon Medical acquired
all the shares of Syngen Research after incorporation in exchange for
65,000 shares of Aethlon Medical common stock. Aethlon Medical also
employs the former owner pursuant to an employment agreement. As a
condition of acquisition, the rights to a certain technology
developed by the former owner in a contract with another publicly
held company was transferred to Aethlon Medical. On January 9, 2000 a
merger agreement was signed and Syngen Research, Inc. became a wholly
owned subsidiary of Aethlon Medical.
5
INDEPENDENT AUDITOR'S REPORT
To the Shareholder of
Syngen Research, Inc.
San Diego, California
We have audited the accompanying balance sheet of Syngen Research, Inc. as of
December 31, 1999, and the related statements of income and retained earnings,
and cash flows for the year then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Syngen Research, Inc. as of
December 31, 1999, and the results of its operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.
/s/ Delsen & Company LLP
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Delsen & Company LLP
San Diego, CA
March 20, 2000
2
SYNGEN RESEARCH, INC.
BALANCE SHEET
DECEMBER 31, 1999
(See accountant's report and accompanying notes)
2
SYNGEN RESEARCH, INC.
STATEMENT OF INCOME & RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 1999
(See accountant's report and accompanying notes)
3
SYNGEN RESEARCH, INC.
STATEMENT OF INCOME & RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 1999
(See accountant's report and accompanying notes)
4
SYNGEN RESEARCH, INC.
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1999
(See accountant's report and accompanying notes)
5
SYNGEN RESEARCH, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 1999
Note 1. NATURE OF OPERATIONS
The Company performs consulting and research activities in the
biomedical field.
Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Entity
The Company operated as a sole proprietorship until October 14,
1999. On that date the sole proprietor transferred the company's
assets and liabilities to Syngen Research, Inc., a corporation,
in exchange for all of the corporation's stock.
Depreciation
Depreciation of equipment is computed using accelerated methods
with estimated useful lives of 5 years.
Income Taxes
Income for the period through October 13, 1999 is taxable
directly to the sole proprietor.
Income taxes for the period October 14, 1999 through December 31,
1999 have been accrued and are based on the year's income taxable
for federal and state income tax reporting purposes.
Note 3. NOTE PAYABLE
The Company owes $25,000 to a relative of the owner. The note is
payable upon demand. The Company has been making interest payments of
$125 monthly, totaling $1,500 for the current reporting period.
Note 4. RENT
The rent was paid by an affiliated company. The company also paid
rent for lab space at another location.
Note 5. SALE OF THE COMPANY
As of October 11, 1999 the Company had signed a letter of intent to
be acquired by Bishop Equities, Inc. dba Aethlon Medical, Inc., a
publicly held company. Under the agreement, Aethlon Medical acquired
all the shares of Syngen Research after incorporation in exchange for
65,000 shares of Aethlon Medical common stock. Aethlon Medical also
employs the former owner pursuant to an employment agreement. As a
condition of acquisition, the rights to a certain technology
developed by the former owner in a contract with another publicly
held company was transferred to Aethlon Medical. On January 9, 2000 a
merger agreement was signed and Syngen Research, Inc. became a wholly
owned subsidiary of Aethlon Medical.
6
BISHOP EQUITIES, INC. (DBA AETHLON MEDICAL, INC.)
Proforma Balance Sheet (Unaudited)
December 31, 1999
(a) To reflect the acquisition of the common stock of Syngen Research, Inc. in
exchange for 65,000 shares of common stock of Aethlon Medical, Inc. valued
at $4.80 per share.
BISHOP EQUITIES, INC. (DBA AETHLON MEDICAL, INC.)
Pro Forma Statement of Operations (Unaudited)
Nine Months Ended December 31, 1999
(a) Adjust officer's compensation to reflect terms of post-acquisition
employment.
(b) Amortization of goodwill over a period of 10 years.
(c) Eliminate income taxes of Syngen due to offset by Aethlon loss.
BISHOP EQUITIES, INC. (DBA AETHLON MEDICAL, INC.)
Pro Forma Statement of Operations (Unaudited)
Fiscal Year Ended March 31, 1999
(a) Adjust officer's compensation to reflect terms of post-acquisition
employment.
(b) Amortization of goodwill over a period of 10 years.