Form: 10QSB

Optional form for quarterly and transition reports of small business issuers

November 15, 1999

Documents

10QSB: Optional form for quarterly and transition reports of small business issuers

Published on November 15, 1999




SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-QSB

(MARK ONE)

(X) QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the quarterly period ended SEPTEMBER 30, 1999

OR

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number 0-21846

BISHOP EQUITIES, INC.
(Exact name of registrant as specified in its charter)

NEVADA 13-3632859
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)


7825 FAY AVENUE, SUITE 200
LAJOLLA, CALIFORNIA 92037
(Address of Principal Executive Office) (Zip Code)

Registrant's telephone number, including area code (619) 456-5777

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
---- ----

As of September 30, 1999, the registrant had 2,595,000 shares
outstanding of its Common Stock, $.001 par value.






PART I. FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements:

Consolidated Balance Sheets (unaudited) at September 30, 1999
and March 31, 1999............................................................................ 3

Consolidated Statements of Operations (unaudited) for the
three months ended September 30, 1999 and 1998................................................ 4

Consolidated Statements of Cash Flows (unaudited)
for the three months ended September 30, 1999 and 1998........................................ 5

Notes to Consolidated Financial Statements.................................................... 7

Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations................................................. 11


PART II. OTHER INFORMATION........................................................................ 13


SIGNATURES ..................................................................................... 14



2

PART I

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEET



SEPTEMBER 30, MARCH 31,
1999 1999
As of (UNAUDITED)
---------------- ---------------

ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 29,381 $ 3,052
------------- -------------
Total current assets 29,381 3,052

PROPERTY AND EQUIPMENT, NET 33,048 33,608

OTHER ASSETS
Patents, net 41,327 45,413
Deferred loan costs, net 12,291 --
------------- -------------
Total other assets 53,618 --

Total assets $ 116,047 82,073
============= =============
LIABILITIES
Current liabilities
Accounts payable:
Trade $ 322,531 $ 252,178
Related parties 238,125 158,306
Notes payable 212,500 310,008
Accrued liabilities 205,908 63,577
Due to stockholder 325,835 2,500
------------- -------------
Total current liabilities 1,304,899 786,569

STOCKHOLDERS' EQUITY (DEFICIT)
Common Stock - $.001 par value 2,595 2,595
25,000,000 shares authorized, 2,595,000
shares issued and outstanding
Additional paid in capital 2,690,750 2,739,943
Retained earnings (deficit) (3,882,197) (3,447,034)
------------- -------------
Total stockholders' equity (deficit) (1,188,852) (704,496)
------------- -------------
Total liabilities and
stockholders' equity (deficit) $ 116,047 82,073
============= =============



SEE ACCOMPANYING NOTES.
3

CONSOLIDATED STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT




FOR THE THREE FOR THE SIX CUMULATIVE DURING
MONTHS ENDED MONTHS ENDED DEVELOPMENT STAGE
SEPTEMBER 30, SEPTEMBER 30, THROUGH
1999 1999 SEPTEMBER 30,
(UNAUDITED) (UNAUDITED) (UNAUDITED)
------------- ------------- -----------------

REVENUE
Grant income $ --- $ --- $ 1,424,012
Subcontract income --- --- 73,746
Sale of research and development --- --- 35,810
Other income --- --- 17,225
Interest Income --- --- 17,415
------------- ------------ ---------------
Total revenue --- --- 1,568,208

EXPENSES
Personnel costs 116,606 204,693 3,052,189
Research and development consultation --- --- 240,463
Subcontract expense --- --- 195,964
Contractual costs --- --- 192,112
Equipment and maintenance --- --- 164,699
Rent and office expense 18,758 34,158 449,845
Professional fees 38,923 104,652 421,632
Miscellaneous 3,502 3,520 101,823
Depreciation 2,439 4,764 128,584
Travel and meetings 5,631 9,471 126,888
Insurance 6,271 6,271 63,582
Laboratory supplies --- --- 99,733
Interest 4,190 4,805 95,566
Amortization 3,502 5,545 40,272
Consulting 36,137 36,137 36,137
Loan acquisition fees 21,000 21,000 21,000
Dues and subscription --- --- 13,596
------------- ------------ ---------------
Total expenses 256,959 435,016 5,444,085
------------- ------------ ---------------
LOSS BEFORE INCOME TAXES (256,959) (435,016) (3,875,877)

PROVISION FOR INCOME TAXES 91 147 6,320
------------- ------------ ---------------
NET LOSS $ (257,050) $ (435,163) $(3,882,197)
============= ============ ===============
PER SHARE:
Net loss $ (0.10) $ (0.17) $ (3.01)
============= ============ ===============
Weighted average number of
common shares outstanding 2,595,000 2,595,000 1,290,357
============= ============ ===============



SEE ACCOMPANYING NOTES.

4

CONSOLIDATED STATEMENTS OF CASH FLOWS



FOR THE THREE FOR THE SIX CUMULATIVE
MONTHS ENDED MONTHS ENDED DURING
SEPTEMBER 30, SEPTEMBER 30, DEVELOPMENT
1999 1999 STAGE THROUGH
(UNAUDITED) (UNAUDITED) SEPTEMBER 30, 1999
----------------- ---------------- ----------------------

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (257,050) $ (435,163) $(3,882,197)
Adjustments to reconcile net loss to net cash
used by operating activities:
Depreciation 2,439 4,764 128,584
Amortization 3,502 5,545 40,272
Deferred compensation forgiven --- --- 217,223
Changes in liabilities in noncash operating activities:
Increase (decrease) in liabilities:
Accounts payable 71,775 101,021 491,655
Accrued expenses 62,547 139,789 270,604
Deferred compensation 8,012 15,827 325,834
--------------------------------------------------------------
Net cash used by operating activities (108,775) (168,217) (2,408,025)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment (4,204) (4,204) (161,632)
Loan acqusition costs (13,750) (13,750) (13,750)
Purchase of patents --- --- (80,740)
--------------------------------------------------------------
Net cash used by investing activities (17,954) (17,954) (256,122)

CASH FLOWS FROM FINANCING ACTIVITIES
Increase in loan payable - stockholders 152,500 212,500 582,884
Advances from subsidiary --- --- 122,100
Proceeds from issuance of common stock --- --- 1,988,544
--------------------------------------------------------------
Net cash provided by financing activities 152,500 212,500 2,693,528

NET INCREASE IN CASH 25,771 26,329 29,381
CASH, BEGINNING 3,610 3,052 ---
--------------------------------------------------------------
CASH, ENDING $ 29,381 $ 29,381 $ 29,381
==============================================================
SUPPLEMENTAL DISCLOSURES OF CASH
FLOW INFORMATION
Cash paid during the year for:
Interest $ --- $ --- $ 23,580
Income taxes --- --- 5,812

SUPPLEMENTAL DISCLOSURES OF NONCASH
INVESTING AND FINANCING ACTIVITIES
Loans converted to common stock
of Hemex $ --- $ --- $ 367,882
==============================================================
Net assets of entities acquired in exchange
for the issuance of common stock $ --- $ --- $ 119,014
==============================================================


SEE ACCOMPANYING NOTES.

5

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)




COMMON STOCK PAID IN ACCUMULATED
SHARES AMOUNT CAPITAL DEFICIT TOTAL
-----------------------------------------------------------------------------------------

BALANCE AT MARCH 31, 1999 2,595,000 $ 2,595 $ 2,759,659 $(3,447,034) $ (684,689)

Prior period adjustment (Note 10) --- --- (68,909) --- (69,000)

Net loss for the six months ended
September 30, 1999 --- --- --- (435,163) (435,163)
-----------------------------------------------------------------------------------------
BALANCE AT SEPTEMBER 30, 1999 2,595,000 $ 2,595 $ 2,690,750 $(3,882,197) $(1,188,852)
=========================================================================================


SEE ACCOMPANYING NOTE.


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BISHOP EQUITIES, INC. (D/B/A AETHLON MEDICAL, INC.)
AND SUBSIDIARIES (A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 1999

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of
Bishop Equities, Inc. (doing business as Aethlon Medical, Inc.)
(Bishop) and its wholly owned subsidiaries, Hemex, Inc. (Hemex)
and Aethlon, Inc. (Aethlon) (collectively the Company). All
significant intercompany balances and transactions have been
eliminated.


NATURE OF BUSINESS
Bishop, which was formerly a non-operating public shell, is the
parent company to Aethlon and Hemex. Aethlon was incorporated on
June 24, 1998 to acquire proprietary medical device technologies
with the ability to be developed and commercialized on an
international basis. Hemex was incorporated on January 31, 1984
and is a start-up research and development company involved in
developing the Hemopurifier, a medical device that removes toxic
metals present in the bloodstream.

To date the Company is in the initial stage of its operations and
has not yet engaged in any commercial activities.

ESTIMATES

The preparation of the 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 receipts and expenditures during the
reporting period. Actual results could differ from estimates.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amount reported in the balance sheets approximate
fair value.

ACCOUNTING STANDARDS CHANGES

Effective fiscal 1998, the Company adopted SFAS 131, Disclosures
about Segments and Related Information, which establishes
standards for the way public companies report information about
operating segments in both interim and annual financial statements
and related disclosures.

The Company is currently organized, managed and internally
reported as one segment. The segments are determined based on
differences in products, production processes and internal
reporting. The segment operates entirely within the United States.

NET LOSS PER COMMON SHARE

In accordance with SFAS 128, dual presentation of basic and
diluted earnings per share is required on the face of the
statement of operations. Net loss per share is based upon the
weighted average number of common shares outstanding during the
periods presented. Outstanding stock options, warrants and
convertible debentures have not been considered common stock
equivalents because their assumed exercise would be anti-dilutive.

EQUIPMENT AND DEPRECIATION

Equipment is recorded at cost. Depreciation has been determined
using the straight-line method over the estimated useful lives of
the assets. Depreciation expense for the six-months and
three-months ended September 30, 1999 was $4,764 and $2,439,


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respectively. Accumulated depreciation as of September 30, and
June 30, 1999 amounted to $128,584 and $126,145, respectively.

PATENTS AND AMORTIZATION

Three patents were acquired in December 31, 1994 from a
stockholder in exchange for a note payable in the amount of
$80,140. The patents are being amortized on the straight-line
method over their remaining lives. The patents expire between the
years 2003 through 2005. Amortization for the six-months and
three-months ended September 30, 1999 was $4,086 and $2,043,
respectively. Accumulated amortization as of September 30, and
June 30, 1999 amounted to $38,813 and $36,770, respectively.

DEFERRED LOAN COSTS

Deferred loan costs are the fees paid to a private placement
company for the units sold. These costs are being amortized on a
straight-line basis over the term of the related debt - one year.
Amortization expense for the six-months and three-months ended
September 30, 1999 was $1,459 and $1,459, respectively.
Accumulated amortization as of September 30 and June 30, 1999
amounted to $1,459 and $-0-, respectively.


RESEARCH, DEVELOPMENTAL AND ORGANIZATIONAL COSTS

Research, developmental and organizational costs are expensed
as incurred.

INCOME TAXES

Income taxes are computed in accordance with Financial Accounting
Standards Board Statement No. 109, Accounting for Income Taxes.
Deferred taxes are provided on temporary differences arising from
assets and liabilities whose bases are different for financial
reporting and income tax purposes. Differences in basis for which
deferred taxes are provided relate primarily to cost associated
with research and development.

NOTE 2: FINANCIAL CONDITION

On March 10, 1999, Bishop acquired the outstanding stock of two
privately held Development Stage Enterprises, Hemex and Aethlon,
in order to pursue its commitment to become a significant
developer and manufacturer of medical device technologies (see
Note 3). Hemex has developed a proprietary and patented technology
for the extracorporeal removal of toxic materials from the blood,
and has completed its first clinical trial of one application of
this technology. Aethlon was formed as a medical device
acquisition company, whose mission will now be carried forward by
Bishop. Management intends to seek other acquisitions in related
medical device technologies while in the near term concentrating
on the commercialization of the Hemex Hemopurifier(TM) product
line. It is expected that, subject to FDA approval,
commercialization of this product will begin on a limited basis in
late 2000.

Since the acquisition of Hemex and Aethlon, the Company has
undertaken an offering of short-term debt in the amount of
$750,000. The Company has received proceeds of $250,000 from this
offering through November 9, 1999. The Company has also received a
letter from a major investment bank agreeing to use its best
efforts in leading the private placement of the Company's common
stock in the amount of $5 million to $7 million beginning in
September 1999. Management believes that the financing provided by
these two offerings, should they be completed, will be sufficient
to meet the Company's cash needs, including the commercialization
of the Hemopurifier products, for at least three years. Additional
financing may be required in the case of further acquisitions.

Management has several strategies for the conservation of capital
while it is a


8

Development Stage Enterprise. Management will invest
principally in research and product development, and to a lesser
extent in marketing planning and development. Strategic
partnerships and subcontracting relationships are planned for
direct sales, distribution and manufacturing activities related to
the Hemex product line. Careful management of general and
administrative expenses, including the use of part-time experts in
specific functions, will minimize "burn rate" during the
pre-revenue phase.

The Company has sustained substantial operating losses in recent
years, and expects to do so for two additional years, and its
current liabilities exceed its current assets by $1,275,508 at
September 30, 1999. Management believes that the actions described
above will provide the basis for the Company to transition from a
Development Stage Enterprise and commence principal operations,
but can offer no assurances that its present plans will be
sufficiently successful to enable the Company to continue to
operate as a going concern.

NOTE 3: CAPITAL TRANSACTION

In February 1999, Bishop (a non-operating public shell) entered
into a merger agreement with Hemex and Aethlon whereby Bishop
issued 1,350,000 and 825,000 shares of its common stock to Hemex
and Aethlon, respectively, in exchange for 100 percent of their
outstanding shares. Hemex and Aethlon survived as the operating
entities and wholly-owned subsidiaries of Bishop. Bishop, which is
currently doing business as Aethlon Medical, Inc., is in the
process of formally changing its name to Aethlon Medical, Inc.

As a result of the merger, the Hemex shareholders became the
majority owners of the Company and have effective operating
control. Accordingly, the transaction has been accounted for as a
reverse acquisition whereby Hemex is deemed to be the accounting
acquirer of Bishop and Aethlon through the issuance of stock for
their net monetary assets, followed by a recapitalization. The
assets and liabilities of Aethlon and Bishop have been recorded at
their historical cost, which approximated their fair market value.


NOTE 4: LEASES

The Company rents laboratory space from the University of Buffalo
Foundation and office space in California, on a month to month
basis. Total rent expense for the six-months and three-months
ended September 30, 1999 was $26,191 and $13,085, respectively.


NOTE 5: DEFERRED COMPENSATION

The Company has deferred compensation agreements with two of its
present employee/ stockholders and two former
employee/stockholders. The terms of the agreements require the
Company to compensate the individuals the amount owed as soon as
the Company has funds available. To facilitate the capital
transaction described in Note 3, the employees have agreed to
accept a discounted amount as full payment of the compensation
originally deferred. As a result, the deferred compensation
liability presented in the accompanying financial statements has
been discounted by 40 percent, reflecting the amount of funds
management estimates will be available to satisfy the payment of
the deferred compensation. The difference between the full amount
owed and the discounted amount has been recorded as an increase in
additional paid in capital. This additional paid in capital
amounted to $-0- for each of the six-months and three-months ended
September 30, 1999. Deferred compensation expense for the


9

six-months and three-months ended September 30, 1999 was $15,822
and $8,012, respectively.

NOTE 6: NOTES PAYABLE


SEPTEMBER 30, JUNE 30, 1999
1999
------------- -------------

Notes payable stockholders - one year notes with interest payable
quarterly at 12 percent per annum. At the option of the
stockholders, these loans are convertible on the same terms of
the private placement debt offering as described below. During the
quarter ended September 30, 1999, $25,000 of these notes were
converted

$ 35,000 $ 60,000
------------- -------------
Balance brought forward 35,000 60,000


SEPTEMBER 30, JUNE 30, 1999
1999
------------- -------------

Balance brought forward 35,000 60,000

Private placement debt offerings - the Company entered into an
agreement to issue up to $750,000 of debt in units of $25,000.
Each unit will contain a 12 percent interest rate and warrants to
purchase 12,500 shares of common stock at a price of five dollars
per share for a five-year term. The warrants may be called by the
Company upon meeting certain per share market price goals.
Warrants outstanding at September 30, 1999 were 62,500

125,000 ---

Notes payable - terms of the notes call for payment of
principal and interest at 10 percent per annum due in one
month and on demand anytime thereafter. 52,500 ---
------------- -------------
Total $ 212,500 $ 60,000
------------- -------------
------------- -------------


Interest expense related to these loans for the six-months and
three-months ended September 30, 1999 was $4,805 and $4,190,
respectively.

NOTE 7: INCOME TAXES

The Company has elected under Internal Revenue Code, Section
174, to capitalize for income tax purposes all research and
development expenditures incurred in conjunction with its
product development process. Net costs associated with the
research and development process amount to approximately
$3,556,000 at June 30, 1999. When the Company realizes
benefits from such expenditures, the costs will be amortized
over a period of 60 months.

A valuation allowance has been provided for 100 percent of the
deferred tax asset as realization of the asset is contingent
upon Food and Drug Administration approval of the Hemopurifier
and the Company generating sufficient taxable income to offset
the research and development amortization expenses.


10

The Company's deferred tax assets consist of:


SEPTEMBER 30, 1999 JUNE 30, 1999
------------------ -------------

Federal:
Deferred tax asset $ 546,000 $ 501,000
Valuation allowance 546,000 501,000
------------------ -------------
$ -- $ --
------------------ -------------
------------------ -------------

State:
Deferred tax asset $ 291,000 $ 267,000
Valuation allowance 291,000 267,000
------------------ -------------
$ -- $ --
------------------ -------------
------------------ -------------


NOTE 8: RELATED PARTY TRANSACTIONS

In addition to the stockholder loans payable, the officers of
the Company and other related entities regularly pay expenses
on behalf of the Company. The officers also advance the
Company funds to cover short-term working capital shortages.
These non interest-bearing amounts have been included as
accounts payable - related parties in the accompanying
financial statements.

NOTE 9: COMMITMENTS AND CONTINGENCIES

On April 1, 1999, the Company granted to its President options
to purchase 412,500 shares of common stock at an exercise
price of $3 per share. The options vest 18 months from the
grant date and expire five years from the vesting date.

NOTE 10: PRIOR PERIOD ADJUSTMENT

Prior to the business combination, a subsidiary incurred
additional professional fees in the amount of $69,000. This
result of this adjustment is to increase accounts payable -
related party and increase the additional paid in capital
related to the issuance of stock for the acquisition of the
subsidiary.



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

FINANCIAL CONDITION

The Company experienced a net increase in cash of $25,771 during the second
quarter of Fiscal Year 2000 ending on September 30, 1999. Cash of $100,000 was
provided by the proceeds from a private placement of 12-month notes bearing
interest of 12%, and $52,500 was provided by additional borrowings bearing
interest of 10%. Cash of $108,775 was used to fund certain current operating
expenses related to the reorganization of the Company after the acquisition of
Aethlon, Inc. and Hemex, Inc. in March, 1999, as well $13,750 of expenses
related to the private placement of one year notes.

During the second fiscal quarter of 1999, the Company's accounts payable
increased by $71,775, principally for legal and accounting fees related to
reorganization activities, the development of a Web site and other presentation
materials, and certain intellectual property activities. Deferred compensation
earned but not taken by three officers during the quarter increased by $38,667.

The principal cash requirements for the balance of Fiscal Year 2000 will be (1)
for completion of the reorganization of the Company, including filling certain
scientific and business positions, leasing a


11

larger office and laboratory facility for the Hemex, Inc. subsidiary, and the
purchase of laboratory and business equipment, (2) for expenses related to
completion of the aforementioned debt offering, as well as a planned private
placement of the Company's common stock in the amount of $5 million to $7
million, and (3) for the start of clinical trials and other expenses related
to the development and commercialization of the Hemex line of medical devices
for the extracorporeal removal of metal intoxicants from the blood.

The implementation of the Company's business plan is dependent upon its ability
to raise capital. The Company has undertaken a private placement of $750,000
principal amount of 12-month notes bearing interest at 12% per annum. The
company has also received a letter from an investment banker agreeing to use its
best efforts to sell at least $5.0 million of the Company's common stock in a
private placement anticipated to commence in January 2000. The Company believes
that the successful completion of these offerings will satisfy the Company's
anticipated cash requirements related to the development of the Company and of
the Hemex subsidiary business and products for three years; however, additional
financing may be required in the case of further acquisitions, or to develop
other technologies.

RESULTS OF OPERATIONS

The Company is in the initial stages of its operations and has not yet
engaged in any commercial activities. As a development stage enterprise,
the company had no revenue in the quarter ended September 30, 1999.
From inception, revenue has been $1,568,000, of which $1,424,000 was grant
income.

Expenses in the quarter ended September 30, 1999 were $256,959. Expenses for
the first six months of Fiscal Year 2000 were $435,016, and from inception to
September 30, 1999 were $5,444,085.

The net loss for the quarter ended September 30, 1999 was $257,050 or $.010 per
common share. The loss from inception to September 30, 1999 was $3,882,197 or
$3.01 per common share.

YEAR 2000 MATTERS

The inability of computers, software, and other equipment utilizing
microprocessors to recognize and properly process date fields containing a two
digit year reference such as "00" for the year 2000 is commonly referred to as
the Year 2000 issue. Any of the Company's computer programs that utilize two
digit years may recognize "00" as the year 1900 rather than the year 2000. Such
recognition problems could cause disruptions of operations, including the
inability to perform essential business tasks.

The Company has identified all significant applications that could require
modification to address the Year 2000 issue. Testing of these applications is
complete, and no modification has been found necessary.

The Company has no third party vendors whose inability to comply with the Year
2000 issue would disrupt the management and operations of the Company.

FORWARD LOOKING STATEMENT

All statements, other than statements of historical fact, included in this Form
10-QSB are, or may be deemed to be, "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended ("the
Securities Act"), and Section 21E of the Securities Exchange Act of 1934 ("the
Exchange Act"). Such forward-looking statements involve assumptions, known and
unknown risks, uncertainties and other factors which may cause the actual
results, performance, or achievements of Bishop Equities, Inc.("the Company") to
be materially different from any future results, performance, or achievements
expressed or implied by such forward looking statements contained in this Form
10-QSB. Such potential risks and uncertainties include, without limitation,
completion of the Company's capital-raising activities, FDA approval of the
Company's products, other regulations, patent


12

protection of the Company's proprietary technology, product liability
exposure, uncertainty of market acceptance, competition, technological
change, and other risk factors detailed herein and in other of the Company's
filings with the Securities and Exchange Commission. The forward-looking
statements are made as of the date of this Form 10-QSB and the Company
assumes no obligation to update the forward-looking statements, or to update
the reasons actual results could differ from those projected in such
forward-looking statements.

PART II

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Not Applicable

ITEM 2. CHANGES IN SECURITIES

Not Applicable

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not Applicable

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not Applicable

ITEM 5. OTHER INFORMATION

Not Applicable

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

Not Applicable


13

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 thereunto duly authorized.

BISHOP EQUITIES, INC.


Date: November 12, 1999 By: /s/ James A. Joyce
-------------------------------------
James A. Joyce, Chairman of the Board


14