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EX-31.1 - SECTION 302 CERTIFICATION - EnzymeBioSystemsex311sec302.htm
EX-32.1 - SECTION 906 CERTIFICATION - EnzymeBioSystemsex321sec906.htm
EX-31.2 - SECTION 302 CERTIFICATION - EnzymeBioSystemsex312sec302.htm
EX-32.2 - SECTION 906 CERTIFICATION - EnzymeBioSystemsex322sec906.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________

FORM 10-Q

__________________________________________________________________

 

(Mark one)
   
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2012

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:  000-53854
 

EnzymeBioSystems

(Exact name of registrant as specified in its charter)

Nevada   27-0464302
(State or Other Jurisdiction   (I.R.S. Employer
of Incorporation or Organization)   Identification No.)

 

16773 W Park Drive, Chagrin Falls, Ohio      44023
    (Address of principal executive offices)   (Zip Code)

 

(440) 708-0012
(Registrant’s telephone number, including area code)

 

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 þ No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o Not Applicable

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer or a smaller reporting company, defined in Rule 12b-2 of the Exchange Act (Check one).

 

Large accelerated filer o   Accelerated filer o
Non-accelerated filer o   Smaller Reporting Company þ
(Do not check if a smaller reporting company   Smaller Reporting Company þ

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

 

There were 31,500,000 shares of Common Stock outstanding as of November 14, 2012.

 

 

 
 

 

 

 

Table of Contents

EnzymeBioSystems

Index to Form 10-Q

For the Quarterly Period Ended September 30, 2012

 

PART I Financial Information   3
     
ITEM 1. Financial Statements   3
  Unaudited Interim Balance Sheets as of September 30, 2012 and June 30, 2012   3
  Unaudited Condensed Interim Statement of Operations for the three months ended September 30, 2012, September 30, 2011 and from inception to September 30, 2012   4
  Unaudited Condensed Interim Statements of Cash Flows for the three months ended September 30, 2012, September 30, 2011 and from inception to September 30, 2012   5
  Notes to the Condensed Interim Financial Statements   6
     
ITEM 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations   8
     
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk 18
     
ITEM 4T. Controls and Procedures 15
     
PART II Other Information 19
     
ITEM 1. Legal Proceedings 19
     
ITEM 1A. Risk Factors 19
     
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds 19
     
ITEM 3 Defaults Upon Senior Securities 19
     
ITEM 4 Submission of Matters to a Vote of Security Holders 19
     
ITEM 5 Other Information 19
     
ITEM 6 Exhibits 20
     
  SIGNATURES 21
     

 

 

 

 

2

 

 

 
 

 

 

Part I. Financial Information

Item 1. Financial Statements

EnzymeBioSystems

(A Development Stage Company)

Unaudited Condensed Interim Balance Sheets

 

        September 30, 2012   June 30, 2012
    ASSETS        
Current assets:        
  Cash and cash equivalents   1,239   9,999
    Total current assets   1,239   9,999
             
TOTAL ASSETS   1,239   9,999
             
    LIABILITIES AND STOCKHOLDERS' EQUITY        
Current liabilities:        
  Accounts payable   2,598   387
  Accrued expenses   11,200   13,300
  Accrued expenses - related party   16,000   10,000
  Credit card payable   85   -
  Due to related party   1,390   1,390
    Total current liabilities   31,273   25,077
             
Stockholders' equity:        
  Preferred stock, $0.001 par value, 5,000,000 shares 1,000   1,000
    authorized, 1,000,000 and 1,000,000 issued and        
    outstanding as of 9/30/12 and 6/30/12,        
    respectively        
  Common stock, $0.001 par value, 195,000,000 shares 31,500   31,500
    authorized, 31,500,000 and 31,500,000 issued and      
    outstanding as of 9/30/12 and 6/30/12,        
    respectively        
  Additional paid-in capital   195,000   192,500
  Deficit accumulated during development stage   (257,534)   (240,078)
    Total stockholders' equity   (30,034)   (15,078)
TOTAL LIABILITIES AND STOCKHOLDERS'        
  EQUITY   $1,239   $9,999

 

 

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

 

3

 

 

 
 

 

EnzymeBioSystems

(A Development Stage Company)

Unaudited Condensed Interim Statements of Operations

 

      For the three months ended September 30, 2012   For the three months ended September 30, 2011   From June 26, 2009 (inception) to September 30, 2012
Revenue $-   $-   $-
               
Operating expenses:          
  General & administrative 11,456   8,652   124,725
  Research & development -   9,611   74,474
  Research & development -   -   (10,976)
    reimbursement          
  Salaries 6,000   6,000   63,000
               
    Total expenses 17,456   24,263   251,223
               
Loss from operations (17,456)   (24,263)   (251,223)
               
Other expenses:          
  Loss on impairment of furniture -   -   (6,311)
    and equipment          
  Total other expense -   -   (6,311)
               
Net (Loss) (17,456)   (24,263)   (257,534)
               
Weighted average number of common          
  shares outstanding- basic 31,500,000   31,500,000    
               
Net loss per share $0.00   $0.00    

 

 

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

 

4

 

 
 

 

EnzymeBioSystems

(A Development Stage Company)

Unaudited Condensed Interim Statement of Cash Flows

 

      For the three months ended September 30, 2012   For the three months ended September 30, 2011   From June 26, 2009 (inception) to September 30, 2012
OPERATING ACTIVITIES          
Net loss (17,456)   (24,263)   (257,534)
Adjustment to reconcile net loss to net cash          
  used by operating activities:          
  Increase (decrease) in:          
    Accounts payable 2,211   (154)   2,598
    Credit card payable 85   (463)   85
    Accrued expenses 3,900   (1,100)   27,200
    Depreciation -   -   906
    Impairment of asset -   -   6,311
    Prepaid expense -   (220)   -
    Donated services 2,500   2,500   30,000
Cash (used) by operating activities (8,760)   (23,700)   (190,434)
               
INVESTING ACTIVITIES          
Purchase of furniture and equipment -   -   (7,317)
Sale of furniture and equipment -   -   100
Cash (used) by investing activities -   -   (7,217)
               
FINANCING ACTIVITIES          
Sale of preferred stock -   -   150,000
Sale of common stock -   -   40,500
Contributed capital -   -   7,000
Due to related party -   -   1,390
Net cash provided by financing activities -   -   198,890
               
NET INCREASE IN CASH (8,760)   (23,700)   1,239
CASH - BEGINNING OF THE PERIOD 9,999   56,184   -
CASH - END OF THE PERIOD 1,239   32,484   1,239
               
SUPPLEMENTAL DISCLOSURES:          
Interest paid -   -   -
Income taxes paid -   -   -
Non-cash transactions – donated services 2,500   2,500   36,311

 

 

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

 

5

 

 
 

 

EnzymeBioSystems

(A Development Stage Company)

Notes to the Condensed Interim Financial Statements

September 30, 2012

(Unaudited)

 

NOTE 1 - CONDENSED INTERIM FINANCIAL STATEMENTS

 

The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at September 30, 2012 and for all periods presented have been made.

 

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. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's June 30, 2012 audited financial statements. The results of operations for the period ended September 30, 2012 are not necessarily indicative of the operating results for the full year.

 

Basis of Presentation

In the opinion of management, the accompanying balance sheets and related interim statements of income, cash flows, and stockholders' equity include all adjustments, consisting only of normal recurring items, necessary for their fair presentation in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP"). Preparing financial statements requires management to make estimates and assumptions the affect the reported amounts of assets, liabilities, revenue and expenses. Actual results and outcomes may differ from management's estimates and assumptions.

 

Interim results are not necessarily indicative of results for a full year. The information included in this Form 10-Q should be read in conjunction with information included in the Form 10-K.

 

NOTE 2 - GOING CONCERN

 

These condensed financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. As of September 30, 2012, the Company has not recognized any revenues and has accumulated operating losses of approximately $257,534 since inception. The Company's ability to continue as a going concern is contingent upon the successful completion of additional financing arrangements and its ability to achieve and maintain profitable operations. Management plans to raise equity capital to finance the operating and capital requirements of the Company. Amounts raised will be used to further development of the Company's products, to provide financing for marketing and promotion, to secure additional property and equipment, and for other working capital purposes. While the Company is putting forth its best efforts to achieve the above plans, there is no assurance that any such activity will generate funds that will be available for operations.

 

These conditions raise substantial doubt about the Company's ability to continue as a going concern. These financial statements do not include any adjustments that might arise from this uncertainty.

 

6

 

 
 

 

EnzymeBioSystems

(A Development Stage Company)

Notes to the Condensed Interim Financial Statements

September 30, 2012

(Unaudited)

 

NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES

 

Use of Estimates

The preparation of 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 disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Recent Accounting Pronouncements

The Company's management has evaluated all the recently issued accounting pronouncements through the filing date of these financial statements and does not believe that any of these pronouncements will have a material impact on the Company's financial position and results of operations.

 

NOTE 4 - RELATED PARTY TRANSACTIONS

 

On March 2, 2011, the Company's lawfirm paid outstanding fees due to the company's transfer agent of $1,390. This amount remained due to the lawfirm as of June 30, 2012, and bears no interest.

 

Salary of $6,000 was accrued during the three months ended September 30, 2012, with an additional $10,000 previously accrued during the year ended June 30, 2012. The salary is paid at-will by the Company, based on available capital The Company has no intention at this time to add employees until it can become a profitable entity.

 

The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts.

 

NOTE 5 - CONTRIBUTED CAPITAL

 

During the three months ending September 30, 2012, the Company's corporate counsel agreed to prepare, write, EDGARize and provide legal opinion for the Company's interim reports and Form 10 filing, which the law firm valued at $2,500. The law firm decided to contribute this capital to help build goodwill for its law firm.

 

NOTE 6 - SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events from September 30, 2012 through the date the financial statements are issued, and has determined that no such events have occurred.

 

7

MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

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

 

Forward-Looking Information

 

This Quarterly Report on Form 10-Q contains forward-looking statements. When used in this Quarterly Report on Form 10-Q, the words "anticipate," "believe," "estimate," "will," "plan," "seeks," "intend," and "expect" and similar expressions identify forward-looking statements. Although we believe that our plans, intentions, and expectations reflected in any forward-looking statements are reasonable, these plans, intentions, or expectations may not be achieved. Our actual results, performance, or achievements could differ materially from those contemplated, expressed, or implied, by the forward-looking statements contained in this Quarterly Report on Form 10-Q. Important factors that could cause actual results to differ materially from our forward-looking statements are set forth in this Quarterly Report on Form 10-Q All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth in this Quarterly Report on Form 10-Q. Except as required by federal securities laws, we are under no obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise.

 

Critical Accounting Policies

 

There have been no material changes to our critical accounting policies and estimates from the information provided in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations", included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2012.

 

Results of Operations

 

Overview of Current Operations

 

EnzymeBioSystems was formed on June 26, 2009, as a Nevada corporation. We are a startup company that plans to manufacture specialty enzymes and enzyme related products. Activities to date have been limited primarily to organization, initial capitalization, establishing administrative offices in Chargrin, Falls, Ohio, and commencing our initial operational plans. As of the date of this offering circular, the Company has developed a business plan, established administrative offices and started obtaining laboratory equipment to build its laboratory.

 

8

 

 

 

 
 

 

 

 

Enzymes can be categorized as "enzyme inhibitors" and "enzyme activators." Enzyme inhibitors are molecules that bind to enzymes and decrease their activity. Since blocking an enzyme's activity can kill a pathogen or correct a metabolic imbalance, many drugs are enzyme inhibitors. Enzyme activators are molecules that bind to enzymes and increase their activity. These molecules are often involved in the allosteric [defined as having to do with a protein with a structure that is altered reversibly by a small molecule so that its original function is modified] regulation of enzymes in the control of metabolism. Both enzyme inhibitors and enzyme activators are currently used by many pharmaceutical and biotechnology companies in research and development of new drug compounds.

 

Enzymes also can be used as pharmaceutical products. Enzymes as pharmaceuticals have two important features that distinguish them from all other types of pharmaceutical products. First, enzymes often bind and act on their targets with great affinity and specificity. Second, enzymes are catalytic and convert multiple target molecules to the desired products. These two features make are considered specialized enzymes that can accomplish therapeutic biochemistry in the body that small molecules cannot. These characteristics have resulted in the development of many enzyme drugs for a wide range of disorders, e.g. insulin and interferon.

 

We plan to deploy our enzyme technologies across diverse markets that represent commercial opportunities in helping us build visibility for EnzymeBioSystems. This includes building our reputation in the scientific community through trade publications and protecting our intellectual property and technology through the patent process.

 

We currently have only limited resources and capability to develop, manufacture, market, sell, or distribute specialty enzyme products on a commercial scale. We will determine which specialty enzyme products to pursue independently based on various criteria, including: investment required, estimated time to market, regulatory hurdles, infrastructure requirements, and industry-specific expertise necessary for successful commercialization. At any time, we may modify our strategy and pursue collaborations for the development and commercialization of some specialty enzyme products that we had intended to pursue independently. In order for us to commercialize more specialty enzyme products directly, we plan to establish or obtain through outsourcing arrangements additional capability to develop, manufacture, market, sell, and distribute such products.

 

Marketing Strategy

 

Through our future independent and collaborative research and development programs, we plan to develop commercial enzyme products across multiple markets. In addition, we plan to develop a pipeline of enzyme product candidates that we expect to launch independently and/or in collaboration with strategic partners. Once we develop our innovative enzyme products, we plan to send samples of these products to potential customers. This will give them an opportunity to evaluate our products as compared to the enzymes they are purchasing from our competition.

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Competition

 

Our competitors have substantially greater financial, technical, and marketing resources than we do and may succeed in developing products that would render our products obsolete or noncompetitive. In addition, many of these competitors have significantly greater experience than we do in their respective fields. Our ability to compete successfully will depend on our ability to develop proprietary products that reach the market in a timely manner and are technologically superior to, and/or are less expensive than, other products on the market. Current competitors or other companies may develop technologies and products that are more effective than ours. Our technologies and products may be rendered obsolete or uneconomical by technological advances or entirely different approaches developed by one or more of our competitors.

 

Any enzyme products that we develop will compete in multiple, highly competitive markets. For example, Codexis, Maxygen, Inc., Evotec, and Xencor have alternative evolution technologies. Integrated Genomics Inc., Myriad Genetics, Inc., and ArQule, Inc. perform screening, sequencing, and/or bioinformatics services. Novozymes A/S, Verenium Corporation, Genencor International Inc. and MPBiomedicals are involved in development, overexpression, fermentation, and purification of enzymes. Many of these competitors have significantly greater financial and human resources than we do. We believe that the principal competitive factors in our market are access to genetic material, technological experience and expertise, and proprietary position.

 

 

Our Growth Strategy

 

Management is preparing a number of trade articles to publish in research and medical journals on the theoretical and practical applications of enzyme research. Management hopes these articles will give the Company some notoriety among enzyme researchers/users. The articles are being prepared for the direct purpose of selling our research applications to research facilities and end users. If enzyme researchers/users are intrigued by the applications discussed in the research articles, management believes these researches/users will become future customers and purchase specialty enzymes from EnzymeBioSystems. Also, management hopes to position the Company, whereby it receives royalties from the enzyme applications it develops and markets.

 

Management is evaluating an enzyme compound which it believes has a specific therapeutic value in fighting tumors. In an effort to evaluate this compound, management, on or about July 9, 2010 entered into an agreement with Northeastern Ohio Universities College of Medicine d/b/a Northeastern Ohio Universities Colleges of Medicine and Pharmacy in Rootstown, Ohio, to perform rat studies. This study has lapsed due to a change of personnel at the University. It is for this reason, the Company is in the process of negotiating a new research agreement with the University.

10

 

 
 

 

 

 

The research will study a series of semisynthetic penicillins and cephalosporins containing structural fragments of the well-known antitumor antibiotic sarcomycin. Specifically, the two areas of this study will include: 1) an examination of the in vitro cytotoxicity of penicillin analogs against hepatocellular carcinoma cells; and 2) Investigate the dose-responsive antitumor actions of penicillin analogs against chemically-induced hepatic tumorigenesis in rats.

 

Management hopes this research with identify an enzyme compound developed by the Company that will lead to the filing an IND with the U. S. Food and Drug Administration. It is still too early to determine if this project has any potential value for the Company, and there are no assurances that the Company will ever obtain be able to obtain an IND for this compound.

 

Recent Event

 

The principal investigator at Northeastern Ohio Universities College of Medicine d/b/a Northeastern Ohio Universities Colleges of Medicine and Pharmacy in Rootstown, Ohio, assigned to the EnzymeBioSystems research project has relocated to American University of Health Sciences, Signal Hill, CA. Management is currently working with both universities to transfer the in vivo rat studies to California, in order for this semisynthetic penicillins and cephalosporins research project to be completed under the direction of the principal investigator.

 

 

 

Results of Operations for the three months ended September 30, 2012

 

During the three month period ended September 30, 2012, the Company did not generate any revenues. In addition, the Company does not expect to generate any profit for the next twelve months.

 

For the three months ending September 30, 2012, we experienced a net loss of $(17,456) as compared to a net loss of $(24,263) for the same period last year. The net loss for the three months ending September 30, 2012 was attributed to administrative fees of $11,456 and salaries of $6,000 for total expenses of $17,456. This compares to administrative fees of $8,652, research and development of $9,611 and salaries of $6,000 for total expenses of $24,263 for the same period last year.

 

The Company used net cash in operations of $8,760 and $190,434 during the three month period ended September 30, 2012 and the period from inception to September 30, 2012, respectively, net cash in investing activities to purchase furniture and equipment of $7,217 during the period from inception to September 30, 2012; and generated cash of $0 and $198,890 from financing activities during the three month period ended September 30, 2012 and the period from inception to September 30, 2012, respectively. The funds generated from financing activities were from the sale of preferred and common stock, contributed capital and related party financing.

 

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Revenues

 

The Company has generated no revenues since its inception. As of September 30, 2012, the Company had an accumulated deficit of $(251,223) dollars. There can be no assurances that the Company can achieve or sustain profitability or that the Company's operating losses will not increase in the future.

 

Plan of Operation

 

Management does not believe that the Company will be able to generate any significant profit during the coming year. Management believes developmental and marketing costs will most likely exceed any anticipated revenues for the coming year. Management is evaluating an enzyme compound which it believes has a specific therapeutic value in fighting tumors. On or about July 9, 2010, management entered into agreement with Northeastern Ohio Universities College of Medicine d/b/a Northeastern Ohio Universities Colleges of Medicine and Pharmacy in Rootstown, Ohio, to perform rat studies. The research will study a series of semisynthetic penicillins and cephalosporins containing structural fragments of the well-known antitumor antibiotic sarcomycin. Specifically, the two areas of this study will include: 1) an examination of the in vitro cytotoxicity of penicillin analogs against hepatocellular carcinoma cells; and 2) Investigate the dose-responsive antitumor actions of penicillin analogs against chemically-induced hepatic tumorigenesis in rats.

 

The principal investigator at Northeastern Ohio Universities College of Medicine d/b/a Northeastern Ohio Universities Colleges of Medicine and Pharmacy in Rootstown, Ohio, assigned to the EnzymeBioSystems research project has relocated to American University of Health Sciences, Signal Hill, CA. Management is currently working with both universities to transfer the in vivo rat studies to California, in order for this semisynthetic penicillins and cephalosporins research project to be completed under the direction of the principal investigator.

 

Management hopes this research will identify an enzyme compound developed by the Company that will lead to the filing of an Investigational New Drug Application ("IND") with the U. S. Food and Drug Administration. It is still too early to determine if this project has any potential value for the Company, and there are no assurances that the Company will ever obtain be able to obtain an IND for this compound.

 

Management intends to personally finance EnzymeBioSystems, without seeking reimbursement, to ensure that the Company has enough funds to operate for the next twelve (12) months without the need to raise additional capital to meet its fully reporting obligations in its normal course of business.

 

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Future funding could result in potentially dilutive issuances of equity securities, the incurrence of debt, contingent liabilities and/or amortization expenses related to goodwill and other intangible assets, which could materially adversely affect the Company's business, results of operations and financial condition. Any future acquisitions of other businesses, technologies, services or product(s) might require the Company to obtain additional equity or debt financing, which might not be available on terms favorable to the Company, or at all, and such financing, if available,

might be dilutive.

 

 

Going Concern

 

Our independent auditors included an explanatory paragraph in their report on the June 30, 2012 audited financial statements regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

 

Summary of any product research and development that we will perform for the term of our plan of operation.

 

We plan to deploy our enzyme technologies across diverse markets that represent commercial opportunities in helping us build visibility for EnzymeBioSystems. We plan to use enzyme technologies to develop commercial solutions for a broad range of applications within the specialty chemical industry. These markets are largely served by a small number of large, well-established businesses and research university centers. We plan to work collaboratively with those industrial companies to develop differentiated, high performance enzyme solutions for their target markets, and to leverage their well-developed distribution capabilities to better exploit commercial opportunities.

 

We believe that this market approach might give us the ability to broadly apply our enzyme development and manufacturing capabilities while minimizing commercial risk in that research or pharmaceutical companies might change their needs during our development processes. We view our enzyme development and manufacturing capabilities as: 1) Computer-based methods of predicting the affinity of an inhibitor or activator for an enzyme, such as molecular docking. Docking is used to predict the binding orientation of small molecule drug candidates to their protein targets in order to in turn predict the affinity and activity of the small molecule. This plays an important role in the rational design of drugs; and, 2) Deployment of new catalytic systems immobilized on inorganic nano-particles in our technologies.

 

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Expected purchase or sale of plant and significant equipment.

 

We opened a laboratory where are producing enzymes on a small scale, we are in the process of developing additional enzymes products.

 

 

Significant changes in the number of employees.

 

As of September 30, 2012, we did not have any employees. We are dependent upon our two officers for our future business development. As our operations expand we anticipate the need to hire additional employees, consultants and professionals; however, the exact number is not quantifiable at this time.

 

 

Liquidity and Capital Resources

 

The Company is authorized to issue 195,000,000 shares of its $0.001 par value common stock and 5,000,000 shares of its $0.001 par value preferred stock. As of November 14, 2012, the Company has 31,500,000 shares of common stock issued and outstanding and 1,000,000 of its Series A Preferred Shares issued and outstanding. As of September 30, 2012, the Company had current assets of $1,239 (cash and cash equivalents) and current liabilities of $31,273.

 

The Company has limited financial resources available, which has had an adverse impact on the Company's liquidity, activities and operations. In order for the Company to remain a Going Concern it will need to find additional capital or generate revenues. Additional working capital may be sought through additional debt or equity private placements, additional notes payable to banks or related parties (officers, directors or stockholders), or from other available funding sources at market rates of interest, or a combination of these. The ability to raise necessary financing will depend on many factors, including the nature and prospects of any business to be acquired and the economic and market conditions prevailing at the time financing is sought. No assurances can be given that any necessary financing can be obtained on terms favorable to the Company, or at all.

 

Our officers have agreed to donate funds to the operations of the Company, in order to keep it fully reporting for the next twelve (12) months, without seeking reimbursement for funds donated.

 

 

 

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Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results or operations, liquidity, capital expenditures or capital resources that is material to investors.

 

 

Critical Accounting Policies and Estimates

 

Revenue Recognition: We recognize revenue from product sales once all of the following criteria for revenue recognition have been met: pervasive evidence that an agreement exists; the services have been rendered; the fee is fixed and determinable and not subject to refund or adjustment; and collection of the amount due is reasonable assured.

 

 

New Accounting Standards

 

The Company's management has evaluated all the recently issued accounting pronouncements through the filing date of these financial statements and does not believe that any of these pronouncements will have a material impact on the Company's financial position and results of operations.

 

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

 

Not applicable.

 

Item 4T. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

Our disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in rules and forms adopted by the SEC, and that such information is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosures.

 

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Management, with the participation of the Chief Executive Officer and the Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on such evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that, our disclosure controls and procedures were not effective. Our disclosure controls and procedures were not effective because of the "material weaknesses" described below under "Management's report on internal control over financial reporting," which are in the process of being remediated as described below under "Management Plan to Remediate Material Weaknesses."

 

Management's Report on Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting, as defined in rules promulgated under the Exchange Act, is a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer and affected by our Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Internal control over financial reporting includes those policies and procedures that:

 

·         pertain to the maintenance of records that in reasonable detail accurately and fairly
reflect the transactions and dispositions of our assets;

 

·         provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with GAAP, and that our receipts

and expenditures are being made only in accordance with authorizations of our

management and our Board of Directors; and

 

·         provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that could have a material
effect on our financial statements

 

Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable, not absolute, assurance that the objectives of the control system are met and may not prevent or detect misstatements. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be

 

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circumvented by collusion or improper override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process, and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Further, over time control may become inadequate because of changes in conditions or the degree of compliance with the policies or procedures may deteriorate.

 

Our management assessed the effectiveness of our internal control over financial reporting as of June 30, 2012. In making its assessment, management used the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on its assessment, management has concluded that we had certain control deficiencies described below that constituted material weaknesses in our internal controls over financial reporting. As a result, our internal control over financial reporting was not effective as of June 30, 2012.

 

A "material weakness" is defined under SEC rules as a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of a company's annual or interim financial statements will not be prevented or detected on a timely basis by the company's internal controls. As a result of management's review of the investigation issues and results, and other internal reviews and evaluations that were completed after the end of quarter related to the preparation of management's report on internal controls over financial reporting required for this quarterly report on Form 10-Q, management concluded that we had material weaknesses in our control environment and financial reporting process consisting of the following:

 

 

1)      lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures;

 

2)      insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements;

 

We do not believe the material weaknesses described above caused any meaningful or significant misreporting of our financial condition and results of operations for the period ended September 30, 2012. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

 

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Management Plan to Remediate Material Weaknesses

 

Management is pursuing the implementation of corrective measures to address the material weaknesses described below. In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:

 

We will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. We plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.

 

We believe the remediation measures described above will remediate the material weaknesses we have identified and strengthen our internal control over financial reporting. We are committed to continuing to improve our internal control processes and will continue to diligently and vigorously review our financial reporting controls and procedures. As we continue to evaluate and work to improve our internal control over financial reporting, we may determine to take additional measures to address control deficiencies or determine to modify, or in appropriate circumstances not to complete, certain of the remediation measures described above.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

This quarterly report does not include an attestation report of the Corporation's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Corporation's registered public accounting firm pursuant to temporary rules of the SEC that permit the Corporation to provide only the management's

report in this quarterly report.

 

Changes in internal controls over financial reporting

 

There was no change in our internal controls over financial reporting that occurred during the period covered by this report, that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

 

 

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PART II. OTHER INFORMATION

 

Item 1 -- Legal Proceedings

 

From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our

business.

 

We are not presently a party to any material litigation, nor to the knowledge of management is any litigation threatened against us, which may materially affect us.

 

Item 1A - Risk Factors

 

See Risk Factors set forth in Part I, Item 1A of the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2012 and the discussion in Item 1, above, under " Liquidity and Capital Resources."

 

Item 2 -- Unregistered Sales of Equity 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.

 

Item 5 -- Other Information

 

None.

 

 

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Item 6 -- Exhibits

 

 

Exhibit Number   Ref   Description of Document
         
         
31.1       Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
         
31.2       Certification of Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
         
32.1       Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
         
32.2       Certification of Principal Accounting Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

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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.

 

 

 

EnzymeBioSystems

Registrant

   
   
Date:  November 14, 2012 /s/ Ashot Martirosyan
  Name: Ashot Martirosyan
 

Its: Principal Executive Officer

 

Date:  November 14, 2012 /s/ Anushavan Yeranosyan
  Name: Anushavan Yeranosyan
 

Its: Principal Accounting Officer

 

 

 

 

 

 

 

 

 

 

 

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