SEC Info℠

Home

Search

My Interests

Help

Sign In

Please Sign In

Phi Mining Group, Inc. – ‘10QSB’ for 11/30/04

On:  Wednesday, 1/26/05, at 1:54pm ET   ·   For:  11/30/04   ·   Accession #:  1140905-5-11   ·   File #:  0-31567

Previous ‘10QSB’:  ‘10QSB/A’ on 11/30/04 for 8/31/04   ·   Next & Latest:  ‘10QSB’ on 9/13/05 for 5/31/05

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

 Text Wildcards:  ? (any letter/digit),  * (many).  Search Logic:  for Documents:  & (and),  | (or);  for Text:  | (anywhere),  "(&)" (near).  Details... 

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 1/26/05  Phi Mining Group, Inc.            10QSB      11/30/04    1:243K                                   Dieterich & Associates

Document/Exhibit                   Description                      Pages   Size 

 1: 10QSB       Quarterly Report -- Small Business                  HTML    189K 

UNITED STATES

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 NOVEMBER 30, 2004

[ ] 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: _________

Bio-Warm Corporation

(formerly Rapid Bio Tests Corporation)

(Exact name of small business issuer as specified in its charter)

17011 Beach Blvd., Suite 1230

Huntington Beach, CA 92647

(Address of principal executive offices)

(714) 843-5462

(Issuer's Telephone Number)

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practical date. As of November 30, 2004 there were 23,684,214 shares of the issuer's $.001 par value common stock issued and outstanding.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

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

Item 3.Controls and Procedures

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Item 2. Changes in Securities

Item 3. Default Upon Senior Securities

Item 4. Submission of Matters to a Vote of Security Holders

Item 5. Other Information

Item 6. Exhibits and Reports on Form 8-K

PART I. FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

BIO-WARM CORPORATION

(Formerly Rapid Bio Tests Corporation)

(A Development Stage Company)

Balance Sheets

The accompanying notes are an integral part of these financial statements.

BIO-WARM CORPORATION

(Formerly Rapid Bio Tests Corporation)

(A Development Stage Company)

Statements of Operations

(Unaudited)

The accompanying notes are an integral part of these financial statements.

BIO-WARM CORPORATION

(Formerly Rapid Bio Tests Corporation)

(A Development Stage Company)

Statements of Stockholders' Equity (Deficit)

The accompanying notes are an integral part of these financial statements.

BIO-WARM CORPORATION

(Formerly Rapid Bio Tests Corporation)

(A Development Stage Company)

Statements of Cash Flows

(Unaudited)

The accompanying notes are an integral part of these financial statements.

BIO-WARM CORPORATION

(Formerly Rapid Bio Tests Corporation)

(A Development Stage Company)

Notes to Financial Statements

November 30, 2004 and February 28, 2004

NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION

The accompanying unaudited financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted in accordance with such rules and regulations. The information furnished in the interim financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements. Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim financial statements be read in conjunction with the Company's most recent audited financial statements and notes thereto included in its February 28, 2004 Annual Report on Form 10-KSB. Operating results for the nine months ended November 30, 2004 are not necessarily indicative of the results that can be expected for the year ending February 28, 2005.

Certain amounts related to prior periods have been reclassified to conform with current period financial statement presentation.

NOTE 2 - GOING CONCERN

The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company currently has minimal operations and has incurred significant losses which have resulted in an accumulated deficit of $3,268,867 at November 30, 2004 which raises substantial doubt about the Company's ability to continue as a going concern. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of this uncertainty.

As discussed in Note 3, in December 2004, the Company entered into an acquisition agreement to acquire Mirae Tech Co., Ltd., a Korean corporation engaged in the manufacture of conductive textile products.  The Company plans on obtaining additional debt and equity financing to support the newly acquired business.  It is expected that the revenues generated from the newly acquired business along with potential debt and equity funding will enable the Company to continue its operations with any shortfall expected to be covered by management and shareholders of the Company.  However, there is no assurance that the Company's plan will be successful or that the Company's management will continue to provide sufficient capital to cover the operating expenses of the Company.

NOTE 3 - SIGNIFICANT AND SUBSEQUENT EVENTS

Changes in Management

Dr. Geoffrey V.F. Seaman, Ph.D., passed away on June 30, 2004. He had served as Chief Executive Officer and as a director since June 16, 2003. Margaret Seaman, Dr. Seaman's wife, has succeeded him as a director. Paul R. Hemmes, PhD, one of our directors had been acting as interim Chief Executive Officer until August 10, 2004 when the Company appointed Dr. Michael Huchital as the Chief Executive Officer and entered into an employment agreement with him. Effective October 10, 2004, Dr. Huchital terminated his employment with the Company and Mr. Hemmes was again acting as interim Chief Executive Officer. Effective December 2, 2004, Messrs. Paul Hemmes and David Regan and Ms. Margaret Seaman resigned as officers and members of the board of directors of Rapid Bio-Tests. A majority of shareholders of the Company approved the Stock Purchase Agreement between the Company and Mirae Tech Co., Ltd. and appointed Messrs. Jong-Ho Bae, Dong Won Lee, Johnny Park, and Timothy Pham as new members of the board. Additionally, Jong-Ho Bae was appointed as new Chief Executive Officer, Johnny Park as President, Dong Won Lee as Secretary and Timothy Pham as Treasurer and Chief Financial Officer of the Company.

Stock Issuances

On April 12, 2004, the Company's Chief Executive Officer, acting on behalf of the Company, entered into a twelve month consulting agreement with Daniel Peterson whereby Mr. Peterson was to advise the Company on strategic planning and business development. On this date the Company issued to Mr. Peterson options to purchase two million shares of its common stock at an exercise price of $0.265 per share. A Black-Scholes analysis determined the value of the options on this date to be $178,714. On May 13, 2004 the Company's Chief Executive Officer, acting on behalf of the Company, amended the Company's initial agreement with Mr. Peterson by reducing the exercise price of the options to $0.15 per share. Pursuant to this amendment, a new Black-Scholes analysis determined that the new value of the options was $202,176, a $23,462 increase from the first valuation. Mr. Peterson exercised his options in full on May 13, 2004 by paying $53,000 cash and executing a note whereby Mr. Peterson is to pay the remaining $247,000 he owes the Company over a twelve month period beginning May 13, 2004. The note bears no interest.

On May 12, 2004, the Company's Chief Executive Officer, acting on behalf of the Company, entered into a twenty-four month consulting agreement with Henry Fahman whereby Mr. Fahman was to advise the Company on business opportunities, including prospective mergers, acquisitions, joint ventures, investment opportunities, and introduction of the Company's future products to the Asian markets. On this date the Company issued to Mr. Fahman options to purchase 1.1 million shares of its common stock at an exercise price of $0.15 per share. A Black-Scholes analysis determined the value of the options on this date to be $67,830. Mr. Fahman exercised his options in full on May 16, 2004 in exchange for a promissory note in the amount of $165,000. The note bears no interest. On July 16, 2004, the Company received $3,500 from Mr. Fahman, reducing the note balance to $161,500. As of August 31, 2004, the promissory note was amended to become due and payable in full on February 28, 2005.

Acquisition

On December 2, 2004, the Company entered into a Stock Purchase Agreement to acquire 100% of the equity interest of Mirae Tech Company, Ltd. ("Mirae"), a Republic of Korea corporation with its principal offices located in South Korea. The Company acquired 100% of the equity interest of Mirae in exchange for 37,200,000 shares of the Company's common stock to be issued to Mirae's shareholders. The Company changed its name to Bio-Warm Corporation and will divest itself of its rapid diagnostic testing technology in order to fully focus on Mirae's line of business.

Effective December 2, 2004, Messrs. Paul Hemmes and David Regan and Ms. Margaret Seaman resigned as officers and members of the Board of Directors of the Company. A majority of shareholders of the Company have approved and appointed new Board members.

Equity Line of Credit

On December 11, 2004, Southridge Capital Management LLC entered into a term sheet of an Equity Line of Credit with the Company for a commitment to purchase up to $5,000,000 of the Company's common stock for a period of two years. The Company may draw upon the Equity Line of Credit periodically during the term by the Company's delivery to the purchaser of a written notice requiring the purchaser to purchase a dollar amount in shares of common stock. In no event may the shares issuable pursuant to such a notice, when aggregated with the shares then held by the purchaser on the date of the draw down, exceed 4.99% of the Company's outstanding common stock. The purchase price of any share of common stock purchased under the Equity Line of Credit facility shall equal 93% of the average of the two lowest closing bids prices during the valuation period. As of the date of this report the Company has not filed a registration statement with the SEC to draw down on the Equity Line of Credit and has not received any funding from Southridge Capital Management, LLC through this transaction.

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

THIS FOLLOWING INFORMATION SPECIFIES CERTAIN FORWARD-LOOKING STATEMENTS OF MANAGEMENT OF THE COMPANY. FORWARD-LOOKING STATEMENTS ARE STATEMENTS THAT ESTIMATE THE HAPPENING OF FUTURE EVENTS AND ARE NOT BASED ON HISTORICAL FACT. FORWARD-LOOKING STATEMENTS MAY BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY, SUCH AS "MAY", "SHALL", "WILL", "COULD", "EXPECT", "ESTIMATE", "ANTICIPATE", "PREDICT", "PROBABLE", "POSSIBLE", "SHOULD", "CONTINUE", OR SIMILAR TERMS, VARIATIONS OF THOSE TERMS OR THE NEGATIVE OF THOSE TERMS. THE FORWARD-LOOKING STATEMENTS SPECIFIED IN THE FOLLOWING INFORMATION HAVE BEEN COMPILED BY OUR MANAGEMENT ON THE BASIS OF ASSUMPTIONS MADE BY MANAGEMENT AND CONSIDERED BY MANAGEMENT TO BE REASONABLE. OUR FUTURE OPERATING RESULTS, HOWEVER, ARE IMPOSSIBLE TO PREDICT AND NO REPRESENTATION, GUARANTY, OR WARRANTY IS TO BE INFERRED FROM THOSE FORWARD-LOOKING STATEMENTS.

THE ASSUMPTIONS USED FOR PURPOSES OF THE FORWARD-LOOKING STATEMENTS SPECIFIED IN THE FOLLOWING INFORMATION REPRESENT ESTIMATES OF FUTURE EVENTS AND ARE SUBJECT TO UNCERTAINTY AS TO POSSIBLE CHANGES IN ECONOMIC, LEGISLATIVE, INDUSTRY, AND OTHER CIRCUMSTANCES. AS A RESULT, THE IDENTIFICATION AND INTERPRETATION OF DATA AND OTHER INFORMATION AND THEIR USE IN DEVELOPING AND SELECTING ASSUMPTIONS FROM AND AMONG REASONABLE ALTERNATIVES REQUIRE THE EXERCISE OF JUDGMENT. TO THE EXTENT THAT THE ASSUMED EVENTS DO NOT OCCUR, THE OUTCOME MAY VARY SUBSTANTIALLY FROM ANTICIPATED OR PROJECTED RESULTS, AND, ACCORDINGLY, NO OPINION IS EXPRESSED ON THE ACHIEVABILITY OF THOSE FORWARD-LOOKING STATEMENTS. WE CANNOT GUARANTY THAT ANY OF THE ASSUMPTIONS RELATING TO THE FORWARD-LOOKING STATEMENTS SPECIFIED IN THE FOLLOWING INFORMATION ARE ACCURATE, AND WE ASSUME NO OBLIGATION TO UPDATE ANY SUCH FORWARD-LOOKING STATEMENTS.

CRITICAL ACCOUNTING POLICY AND ESTIMATES. Our Management's Discussion and Analysis of Financial Condition and Results of Operations section discusses our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to revenue recognition, accrued expenses, financing operations, and contingencies and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The most significant accounting estimates inherent in the preparation of our financial statements include estimates as to the appropriate carrying value of certain assets and liabilities which are not readily apparent from other sources. These accounting policies are described at relevant sections in this discussion and analysis and in the notes to the financial statements included in our Quarterly Report on Form 10-QSB for the period ended August 31, 2004.

OUR BUSINESS. On June 16, 2003, we entered into Employment and Asset Purchase Agreements with Dr. Geoffrey Seaman, Dr. Paul Hemmes, and Dr. David Regan to retain their management and technical services and to purchase the intellectual property necessary to develop our proposed medical testing products. Pursuant to these agreements, we issued thirty million shares of our common stock to Dr. Seaman, to Dr. Hemmes, and to Dr. Regan in exchange for their management services and certain intellectual property necessary to develop our proposed products and processes. With the assistance of our new management, we intended to develop, manufacture and market a series of rapid, sensitive, accurate and reliable diagnostic tests that could be used to detect a variety of human diseases and conditions, and which would have utility in a variety of veterinary and agricultural products. We believed that diagnostic tests were necessary to respond to epidemics, bio-terrorism attacks and simply to cut the current high cost of diagnostics for general health care.

Our management had examined a wide range of current technologies used for rapid identification of microorganisms and toxic agents, but believed that cutting edge and high tech approaches were unproven on a large scale and did not meet the needs of today's environment. For these reasons, we planned to focus our efforts on established technology. We proposed to develop a panel of rapid, accurate, robust and easy to perform tests for field assays and point-of-care testing. We also proposed to develop a product line of tests for the rapid and definitive detection of infectious diseases including bacterial and viral pathogens, as well as toxins, which our management believed could be met by rapid latex agglutination slide tests for the primary on-site identification. We believed that such tests were simple, easy to manufacture, inexpensive and would not require instrumentation or electricity, nor were highly trained personnel necessary to read the test results.

We intended to develop and bring to the market place a series of diagnostic tests for various diseases and conditions using a latex-based technology that was novel and proprietary. We planned to make use of technology that is protected by existing patent applications and our management believed that the key steps in the process were virtually impossible to reverse engineer. Our management had agreed to take the necessary steps to ensure that all intellectual property necessary to conduct such tests, including patents, would be transferred to us. Our management believed that such rapid latex-based diagnostic tests represented an effective, simple, inexpensive and versatile analysis method, which would be robust, technically mature and usable in the field. Our management believed that broad applications for this type of testing technology included identification of infectious diseases originating from epidemics, acts of terrorism or individual cases at point- of- care facilities. Our management anticipated that the latex technology platform would also be broadly applicable in the medical, veterinary, agricultural and water diagnostic test markets. Our management believed that rapid latex tests would have major advantages over many other diagnostic test approaches in speed and costs. In the estimation of our management, such test technology would translate to less expensive delivery of health care, not only to the American public and other developed nations, but also in developing nations. Because rapid latex diagnostic tests would not require laboratory facilities or electrical power, our management believed these types of tests would ideally be suited for field-testing or use by first responders or various emergency personnel.

We believed that an appropriate combination of the technology inventions, identification of ideal target markets, coupled with the basic capabilities of the principals would enable us to achieve our objectives and rapidly reduce the latex technology platforms to practice, allowing us to proceed to commercialization and sale of our products.

However, due to the sudden death of our late Chairman and Chief Executive Officer, Dr. Geoffrey Seaman and the subsequent resignation of Dr. Michael A. Huchital, our new Chief Executive Officer who had succeeded Dr. Geoffrey Seaman, our management was no longer convinced that the Company would be well-positioned to pursue the development of diagnostic tests as its core business. As a result, the Company entered into a Stock Purchase Agreement dated December 2, 2004 to acquire 100% of Mirae Tech Company, Ltd., a Republic of Korea corporation, which is engaged in the manufacturing and marketing of far infrared conductive textile products, in exchange for 37,200,000 restricted shares of common stock of the company. The transaction was approved by a majority shareholders of the Company .

FOR THE THREE MONTH PERIOD ENDED NOVEMBER 30, 2004.

LIQUIDITY AND CAPITAL RESOURCES. As of November 30, 2004, we only had $34 in cash, no other current assets, and $2,435 in net equipment and property. Our total current liabilities were $147,732 at November 30, 2004, which was represented mainly by accounts payable of $45,862, accrued expenses of $12,342, accrued salaries of $53,150, and notes payable of $32,062 which included $19,062 to related parties. At November 30, 2004, our liabilities exceeded our assets by $145,263.

RESULTS OF OPERATIONS.

REVENUES. From inception of the development stage on March 1, 2001 through November 30, 2004 we have not realized any revenues. We expect to generate significant revenues in the next twelve months as a result of the acquisition of Mirae Tech Company, Ltd. However, we cannot guarantee that Mirae Tech Company, Ltd. will succeed in its business plan.

OPERATING EXPENSES. For the three months ended November 30, 2004, our total operating expenses were $65,062 compared to total expenses of $43,786 for the corresponding period in 2003. The expenses for the three months ended November 30, 2004 was represented by $59,023 in consulting fees, $2,208 in legal fees, and $3,831 in general and administrative expenses. This is in comparison to the same period ending November 30, 2003, where we had operating expenses of $43,786 which was represented mainly by $18,000 in officer salaries, $12,875 in consulting fees and $12,911 in general and administrative expenses. The increase in operating expenses is due to the increase in consulting fees and legal fees, the reduction of general and administrative expenses, and the absence of officer salaries as a result of minimal activity and officer services and the termination of employment agreement with Dr. Michael Huchital.

For the three months ending November 30, 2004, we also had an interest expense of $734, compared to $130 for the same period ending November 30, 2003. Therefore our net loss was $65,796 for the three months ended November 30, 2004, or equivalent to ($0.00) per share, as compared to a net loss of $43,916 for the three months ended November 30, 2003, or equivalent to ($0.00) per share. Our net loss from operations from our inception of the development stage on March 1, 2001 through to November 30, 2004 was $2,279,810.

FOR THE NINE MONTH PERIOD ENDED NOVEMBER 30, 2004.

RESULTS OF OPERATIONS.

REVENUES. From inception of the development stage on March 1, 2001 through August 31, 2004, we have not realized any revenues.

OPERATING EXPENSES. For the nine months ended November 30, 2004, our total operating expenses were $229,043 compared to total expenses of $2,131,239 for the corresponding period in 2003. The expenses for the nine months ended November 30, 2004 was represented by $18,000 in officer salaries, $134,811 in consulting fees, $22,935 in legal fees, and $53,297 in general and administrative expenses. This is in comparison to the same period ending November 30, 2003 which was represented by $42,000 in officer salaries, $2,041,323 in consulting fees and $47,916 in general and administrative expenses. The large decrease in operating expenses is due to the decrease in consulting fees and officer salaries as a result of minimal activity and officer services and the termination of the employment agreement with Dr. Michael Huchital, offset by the increase in legal fees and general and administrative expenses.

For the nine months ending November 30, 2004, we also had an interest expense of $1,758. Therefore our net loss was $230,801, or equivalent to ($0.01) per share. This is in comparison to $669 in interest expenses for the nine months ended November 30, 2003, making our net loss for the corresponding period in 2003 a total of $2,131,908, or equivalent to ($0.12) per share.

OUR PLAN OF OPERATION FOR THE NEXT TWELVE MONTHS. As of November 30, 2004, we had only $34 in cash. We expect to generate significant revenues and cash flows from operations over the next twelve months as a result of our acquisition of Mirae Tech Company, Ltd. Our plan of operation is materially dependent on our ability to raise additional working capital either through the sale of our common stock or through loans. We plan on raising additional operating funds through the proposed Equity Line of Credit with Southridge Capital Management, LLC. If we are not able to raise additional funds, we may arrange for loans or other borrowings. Our forecast of the period of time through which our financial resources will be adequate to support our operations is a forward-looking statement that involves risks and uncertainties, and actual results could vary as a result of a number of factors. There is no guarantee that we will be able to obtain funding through the Equity Line of Credit or that we will be able to arrange for borrowings on acceptable terms if at all.

Our inability to access the capital markets or obtain acceptable financing could harm our results of operations and financial condition. To the extent that additional capital is raised through the sale of equity or equity-related securities, the issuance of such securities could result in dilution of our stockholders.

ITEM 3.    CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures. We maintain controls and procedures designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Based upon their evaluation of those controls and procedures performed within 90 days of the filing date of this report, our chief executive officer and the principal financial officer concluded that our disclosure controls and procedures were adequate.

(b) Changes in internal controls. There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of the evaluation of those controls by the chief executive officer and principal financial officer.

PART II -- OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS.

None.

ITEM 2.    CHANGES IN SECURITIES.

As a result of the Company's name change to Bio-Warm Corporation on December 6, 2004, the Company's common stock now bears the new corporate name "Bio-Warm Corporation" with a new CUSIP number.

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.    SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

On December 2, 2004, 15,849,000 shares out of 23,684,214 of shares outstanding and eligible to vote voted in favor of the Stock Purchase Agreement between the Company and Mirae Tech Company, Ltd., a Korean corporation, whereby the Company would acquire 100% of Mirae Tech Company, Ltd. in exchange for 37,200,000 of restricted common stock of the Company.

ITEM 5.    OTHER INFORMATION

None.

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

31.1                                      Rule 13a-14a/15d-14(a) Certification of Chief Executive Officer

31.2                                      Rule 13a-14a/15d-14(a) Certification of Chief Financial Officer

32.1                                      Section 1350 Certification of Chief Executive Officer

32.2                                      Section 1350 Certification of Chief Financial Officer

(b) Reports on Form 8-K

ON DECEMBER 09, 2004, WE FILED A REPORT ON FORM 8-K CONTAINING THE INFORMATION BELOW:

On December 2, 2004, Rapid Bio Tests Corporation (the "Company") entered into a Stock Purchase Agreement (the "Agreement") to acquire 100% of the equity interests of Mirae Tech Company Ltd. ("Mirae"), a Republic of Korea corporation with its principal offices located in South Korea. Mirae has been in business since 2001 and has developed and holds several patents related to "Conductive Textile". Conductive Textile is a product that utilizes infrared or radiant heat to create products that transmit energy or heat in various applications. Mirae has utilized this technology and is currently selling products in Asia. Mirae plans to introduce its product line to the North American marketplace.

Terms of the Agreement (attached hereto as Exhibit 10.4) include the Company's acquisition 100% of the equity interest of Mirae in exchange for 37,200,000 shares of the Company's common stock to be issued to Mirae's shareholders. Upon entry into the Agreement, the Company's current Board of Directors will appoint principals and nominees of Mirae to the Company's board and resign their positions with the Company. In addition, the Company will, after gaining approval from its majority shareholders, file an amendment to its Articles of Incorporation in order change its name to "Bio-Warm Corporation" and will divest itself of its rapid diagnostic testing technology in order to fully focus on Mirae's line of business. Effective December 2, 2004, all officers and members of the board of directors of Rapid Bio-Tests have resigned. A majority of shareholders of the Company have approved the transaction and appointed Messrs. Jong-Ho Bae, Dong Won Lee, Johnny Park, and Timothy Pham as new members of the board. Additionally, Jong-Ho Bae was appointed as new Chief Executive Officer, Johnny Park as President, Dong Won Lee as Secretary and Timothy Pham as Treasurer and Chief Financial Officer of the new company.

Johnny Park , President 31, brings over 15 years of experience in marketing and product development. From 2003 - 2004, Mr. Park has served as a business development consultant and also set up several companies, including RED5 Holdings, Inc., a diversified holding company with interests in technology to advertising, of which he has been serving as president and CEO. From 1997-2002, Mr. Park held the position of Vice President Asia of Frank-Lin Distilled Products, of San Jose CA, where he brought several key brands to market. Mr. Park's strengths in product development and marketing have already helped develop several core products that will have a significant impact to Bio-Warm Co.

Jong Ho Bae, Chief Executive Officer, 45, brings over 20 years of experience in research and development in the field of electrical energy. He was responsible for developing the principles behind Bio-Warm's core products. From 2001-2004 he has been serving as President of Mira Tech. Co., Ltd. of South Korea. From 1991-2001, Mr. Bae held the position of division head at Interior Gallery Inc., a Korean corporation involved with construction and interior. From 1986-1990 served as Deputy Section Chief of KT Communications of Korea, the largest communication company in Korea.

Dong Won Lee, Secretary, 47, has over 23 years of experience in energy and environmental industries. Prior to joining Bio-Warm Corp, from 1999-2003 Mr. Lee served as president of Tamina Group. a South Korean corporation involved in development and marketing of household products. He also served as Vice President of Green Vision Inc. from 1989-1999, a Hong Kong Corporation, where he was responsible for the marketing of environmental-friendly chemicals that helped clean oil spills.

Timothy D. Pham, Treasurer and Chief Financial Officer, 37. Prior to joining Bio-Warm Corporation, from May 2004 - present Mr. Pham has served as a Management Consultant in Southern CA and Asia. From January 2001 - April 2004, he was a Branch Manager for Focus Financial Services in Monterey Park, CA. From August 2000 - December 2000, he was a Registered Representative with Intrepid Securities in Torrance, CA. From April 1996 - August 2000 he was Operations/Trading Manager at Providential Securities, Inc. in Fountain Valley, CA. Currently, he is registered with Rich Ave Financial, Monterey Park, CA, as independent registered representative and registering with Focus Financial, Monterey Park, CA, as independent health insurance agent but not actively conducting business in these areas. Mr. Pham holds a B.S. degree in Business Administration with emphasis on Finance and Marketing from U.C. Berkeley, CA.

The new corporate office of Bio-Warm Corp will immediately be relocated to 17011 Beach Blvd., Suite 1230, Huntington Beach, CA 92647; Telephone: (714) 843-5462; Fax: 714-843-5452. The Company's manufacturing facilities are situated at 636-3 Yeolla-ri, Yeoju-eup, Yeoju-gun, Gyeonggi-do, Korea; Telephone: 031-882-6883; Fax 031-882-6889.

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

January 25, 2005

Bio-Warm Corporation

/s/ Johnny Park

Johnny Park, President

Exhibit 31.1

CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO 15 U.S.C. 78m(a) OR 78o(d)

(SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002)

I, Johnny Park, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Bio-Warm Corporation;

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. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and 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. The registrant's other certifying officers and 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 functions):

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

6. The registrant's other certifying officers and 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: January 25, 2005

/s/ Johnny Park

Johnny Park

President

Exhibit 31.2

CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER

PURSUANT TO 15 U.S.C. 78m(a) OR 78o(d)

(SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002)

I, Timothy Pham, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Bio-Warm Corporation;

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. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and 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. The registrant's other certifying officers and 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 functions):

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

6. The registrant's other certifying officers and 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: January 25, 2005

/s/ Timothy Pham

Timothy Pham

Chief Financial Officer

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTIO0N 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 In connection with the Quarterly Report of Bio-Warm Corporation on form 10-QSB for the three and nine months ending November 30, 2004, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Johnny Park, President of the Company, certify, pursuant to 18 U.S. C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Johnny Park

Johnny Park

President

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTIO0N 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 In connection with the Quarterly Report of Bio-Warm Corporation on form 10-QSB for the three and nine months ending November 30, 2004, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Timothy Pham, Chief Financial Officer of the Company, certify, pursuant to 18 U.S. C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Timothy Pham

Timothy Pham

Chief Financial Officer

---

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10QSB’ Filing		Date		Other Filings
		2/28/05		10KSB,  10KSB/A,  NTN 10K
Filed on:		1/26/05
		1/25/05
		12/11/04
		12/9/04		8-K,  PRE 14C
		12/6/04
		12/2/04		8-K,  PRE 14C
For Period End:		11/30/04		10QSB/A,  NT 10-Q
		10/10/04		8-K
		8/31/04		10QSB,  10QSB/A,  NT 10-Q
		8/10/04		8-K
		7/30/04
		7/16/04		8-K
		6/30/04		8-K
		5/16/04
		5/13/04
		5/12/04
		4/12/04
		2/29/04		10KSB,  10KSB/A,  NT 10-K
		2/28/04
		11/30/03		10QSB
		11/12/03
		7/24/03
		6/19/03		3
		6/16/03		5,  8-K
		2/28/03		10KSB,  5
		2/28/02		10KSB
		2/1/02
		1/28/02
		12/17/01
		3/1/01
		2/28/01		10KSB,  10KSB/A
				List all Filings

↑Top

---

Filing Submission 0001140905-05-000011   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

---

---

Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help — Thu., Apr. 25, 3:32:10.1pm ET