8-K/A 1 doc1.txt UNITED STATES SECURITIES EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report November 28, 2003 BIOACCELERATE INC. (Exact name of registrant as specified in its charter) Delaware 13-4032994 -------------------------------- ------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) identification number) 16th Floor, 666 Third Avenue New York, NY 10017 --------------------------- -------- (Address of principal executive offices) (Zip Code) REGISTRANT'S TELEPHONE NUMBER 212 697 1978 ----------- ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS ACQUISITION OF PHARMA MANUFACTURING SERVICES LIMITED. ---------------------------------------------------------- On September 1,2003 "Bioaccelerate Inc" or the "Company" acquired 100% of the issued common stock of Pharma Manufacturing Services Limited. The consideration price paid by Bioaccelerate Inc for the Pharma Manufacturing Services Limited common stock is 18,000,000 shares of Bioaccelerate Inc common stock. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS FINANCIAL STATEMENTS Financial statements included and attached to this filing: a. Pharma Manufacturing Services Limited Balance Sheet for August 31, 2003 and August 31 , 2002. b. Pharma Manufacturing Services Limited Statement of Operations for the 10 months ended August 31, 2003 and for the ten months ended August 31, 2002. c. Pharma Manufacturing Services Limited Statement of Cash flows up to August 31, 2003 d. Accountants report Our UK accounts have been reviewed by our auditors and translated into US GAAP e. Accounting policies 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. Dated: November 28, 2003 BIOACCELERATE INC. /s/ Linden Boyne ----------------------- By: Linden Boyne President PHARMA MANUFACTURING SERVICES LIMITED BALANCE SHEETS (A Development Stage Company)

PHARMA MANUFACTURING SERVICES LIMITED STATEMENT OF OPERATIONS (A Development Stage Company)

There are no recognised gains and losses other than those reported in the profit and loss account. During 2003 the company changed its year end to August 31, from October 30. PHARMA MANUFACTURING SERVICES LIMITED STATEMENTS OF CASH FLOWS (A Development Stage Company)

PHARMA MANUFACTURING SERVICES LIMITED ACCOUNTANTS REPORT FOR THE 10 MONTHS ENDED AUGUST 31, 2003 For the 10 months ended August 31, 2003 the company was entitled to the exemption under sub-section (1) of section 249a of the United Kingdom Companies Act 1985 No notice from members requiring an audit has been deposited under section 249b(2) of the Companies Act 1985, and The directors acknowledge their responsibility for: A Ensuring the company keeps accounting records which comply with section 221, and B Preparing accounts which give a true and fair view of the state of affairs of the company as at the end of the financial period, and of its profit or loss for the financial period , in accordance with the requirements of the Companies Act relating to accounts, so far as applicable to the company. C Preparing the accounts in accordance with the special provisions in Part VII of the Companies Act 1985 relating to small companies. SIGNED HADLEY & CO CHARTERED ACCOUNTANTS PHARMA MANUFACTURING SERVICES LIMITED DIRECTORS' REPORT The directors present their annual report with the financial statements of the company for the 10 months ended August 31, 2003. PRINCIPAL ACTIVITIES The principal activities of the company during the period under review was research and development into pharmaceutical products. Prior to 2003 the company was dormant. REVIEW OF THE BUSINESS The net loss after providing for taxation amounted to 1,445,427. The company is in the early development stages and has been supported by various founding members. The Directors elected to change the year end of the Company to match that of Bioaccelerate Inc and as a result the period under review was reduced to 10 months. DIVIDENDS The Directors do not recommend the payment of any dividends. 2003 Nil (2002 Nil) FUTURE DEVELOPMENTS The company will continue to research and develop new pharmaceutical products and bring them to market. This will be achieved by the company itself and through acquisitions of or combinations with other companies. Our marketing plans which we have in place will help us to bring these products to market over a very short period of time. As a result, we expect to see significant turnover generated over the coming years. RESEARCH AND DEVELOPMENT The company is continually engaged in the research and development of both existing products and new pharmaceutical products. To date all research and development activities have been expensed through the profit and loss account. DIRECTORS' RESPONSIBILITIES Company law requires the directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the company as at the end of the financial year and of the profit and loss of the company for that period. In preparing those financial statements, the directors are required to: - select suitable accounting policies and then apply them consistently; - make judgments and estimates that are reasonable and prudent; - prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. The directors are responsible for maintaining proper accounting records which disclose with reasonable accuracy at any time the financial position of the company to enable them to ensure that the financial statements comply with the Companies Act 1985. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The directors are responsible for preparing the abbreviated accounts in accordance with Section 246 (5) and (6) of the Companies Act 1985. PHARMA MANUFACTURING SERVICES LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE 10 MONTHS ENDED AUGUST 31, 2003 1. STATEMENT OF ACCOUNTING POLICIES 1.1 Accounting convention The financial statements have been prepared under the historical cost convention and in accordance with the special provisions of Part VII of the Companies Act 1985 relating to medium-small companies. Going concern Due to the Company's early stages of development it requires support from its members until it can bring various pharmaceutical products to market. The members and Directors expect to continue support for the company until further funding can be arranged. 1.2 Turnover Turnover represents the total invoiced value, excluding value added tax, of goods sold and services rendered during the period. 1.3 Research and development Research expenditure is written off to the profit and loss account in the year in which it is incurred. Development expenditure is written off in the same way unless the directors are satisfied, with reasonable certainty, as to the technical, commercial and financial viability of individual projects. In this situation the expenditure is deferred and amortised over the period during which the company is expected to benefit. 1.4 Tangible fixed assets and depreciation Tangible fixed assets are stated at cost less depreciation. Depreciation is provided at rates calculated to write off the cost less estimated residual value of each asset over its expected useful life. 1.5 Amortisation of intangible fixed assets Intangible fixed assets, other than goodwill, are amortised over the directors' estimate of their economic useful life. 1.6 Inventories Inventories are stated at the lower of cost and net realisable value. Net realisable value is based on estimated selling price less further costs to completion and disposal. 1.7 Foreign currency tranactions Assets and liabilities in foreign currencies are translated at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated at the rate of exchange ruling at the date of the transaction. Exchange differences are taken into the profit and loss account for the year. Foreign currency translations Monetary assets and liabilities denominated in foreign currencies are translated into US Dollars at the rates of exchange ruling at the balance sheet date. Profit and Loss accounts denominated in foreign currencies are translated into US Dollars at the average exchange rate for the period. All differences are taken to reserves. 1.8 Leasing and hire purchase commitments. Assets held under finance leases and hire purchase contracts are capitalised in the balance sheet and are depreciated over their estimated useful lives. The interest element of the rental obligations is charged to the profit and loss account over the period of the lease. Rentals payable under operating leases are charged against income on a straight line basis over the lease term. PHARMA MANUFACTURING SERVICES LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE 10 MONTHS ENDED AUGUST 31, 2003 1. STATEMENT OF ACCOUNTING POLICIES (Continued) 1.9 Contingent liabilities The company has no contingent liabilities existing. 2.0 Financial commitments The company has no future financial commitments other than those already recorded in the financial statements. 2.1 Employees Number of employees The average number of employees during the year was nil. (2002 : Nil)

BIOACCELERATE INC 8-K/A