-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, K1FEauHgRAtDk4w/gh/BFveoCe9HlEIrrr1N4HGUU8xJ2jFgrBMFiuf73/eYPHsB hHpAeX+1gPdw7vBIRMgO/A== 0001092306-06-000368.txt : 20060519 0001092306-06-000368.hdr.sgml : 20060519 20060519154941 ACCESSION NUMBER: 0001092306-06-000368 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20060331 FILED AS OF DATE: 20060519 DATE AS OF CHANGE: 20060519 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RADIAL ENERGY, INC. CENTRAL INDEX KEY: 0001282496 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 333-113726 FILM NUMBER: 06855352 BUSINESS ADDRESS: STREET 1: 1313 EAST MAPLE STREET CITY: BELLINGHAM STATE: WA ZIP: 98225 BUSINESS PHONE: 360-685-4200 MAIL ADDRESS: STREET 1: 1313 EAST MAPLE STREET CITY: BELLINGHAM STATE: WA ZIP: 98225 FORMER COMPANY: FORMER CONFORMED NAME: BV PHARMACEUTICAL INC DATE OF NAME CHANGE: 20040303 10QSB 1 form10qsb.txt FORM 10-QSB - 03/31/06 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTER ENDED March 31, 2006 COMMISSION FILE NUMBER: RADIAL ENERGY INC. ______________________________________________________ (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) NEVADA ______________________________________________________________ (State or other jurisdiction of incorporation or organization) Nevada 72-1580091 _______________________ ____________________________________ (State of organization) (I.R.S. Employer Identification No.) 1313 East Maple St., Bellingham WA 98225 ___________________________________________________ (Address of principal executive offices) (Zip Code) Tel: 360-685-4200 _________________________________________________ Registrants telephone number, including area code BV Pharmaceutical, Inc. ______________________________________________ (Former name, former address and former fiscal year, if changed since last report.) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes /X/ No / / 1 Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes / / No /X/ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes /X/ No / / State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: At March 31, 2006, and as of the date hereof, there were outstanding 35,065,824 shares of the Registrant's Common Stock, $.001 par value. Transitional Small Business Disclosure Format: Yes / / No /X/ 2 TABLE OF CONTENTS PART I FINANCIAL INFORMATION ITEM 1 FINANCIAL STATEMENTS 4 ITEM 2 MANAGEMENT'S DISCUSSION OF OPERATIONS AND FINANCIAL CONDITION 11 PART II OTHER INFORMATION 18 ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K 18 ITEM 7 SIGNATURES 19 3 ITEM 1 FINANCIAL STATEMENTS RADIAL ENERGY INC. (FORMERLY BV PHARMACEUTICAL, INC.) (A Development Stage Company) INTERIM FINANCIAL STATEMENTS March 31, 2006 and 2005 (Stated in US Dollars) (Unaudited) 4
RADIAL ENERGY INC. (formerly BV Pharmaceutical, Inc.) (A Development Stage Company) INTERIM BALANCE SHEETS March 31, 2006 and December 31, 2005 (Unaudited) (Stated in US Dollars) March 31 December 31 2006 2005 _________ ___________ ASSETS Current Cash $ 191,244 $ 1,211 Accounts receivable - 1,000 Prepaid expenses 10,011 - _________ _________ $ 201,255 $ 2,211 ========= ========= LIABILITIES Current Accounts payable and accrued liabilities $ 17,481 $ 8,435 Unearned revenue - 7,500 _________ _________ 17,481 15,935 _________ _________ STOCKHOLDERS' EQUITY (DEFICIENCY) Capital stock - Note 3 Authorized: 75,000,000 common stock, $0.001 par value Issued: 35,065,824 common stock (December 31, 2005: 151,065,824) 35,066 151,066 Additional paid-in capital 93,180 6,180 Shares subscribed 350,000 - Subscription receivable (100,000) - Deficit accumulated during the development stage (194,472) (170,970) _________ _________ 183,774 (13,724) _________ _________ $ 201,255 $ 2,211 ========= =========
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RADIAL ENERGY INC. (formerly BV Pharmaceutical, Inc.) (A Development Stage Company) INTERIM STATEMENTS OF OPERATIONS for the three-month period ended March 31, 2006 and 2005 and for the period from June 30, 2000 (Date of Inception) to March 31, 2006 (Unaudited) (Stated in US Dollars) June 30, 2000 (Date of Three months ended Inception) to March 31, March 31, 2006 2005 2006 ___________ ____________ _____________ Revenue License fees $ - $ - $ 24,000 Other income 8,500 480 10,238 ___________ ____________ _________ 8,500 480 34,238 ___________ ____________ _________ Administrative expenses Advertising and promotion - - 1,001 Bad debt - - 1,000 Consulting fees - Note 4 13,954 - 62,451 Filing fees 1,981 5,047 14,436 Intellectual property acquisition costs - - 50,000 Interest and bank charges 473 1,288 8,087 Investor relations 10,000 - 19,996 Marketing research and development - - 10,000 Office and miscellaneous 2,713 3,379 15,586 Professional fees 6,868 5,222 47,506 Rent - - 505 Travel 5,420 - 5,420 Website maintenance - - 2,129 ___________ ____________ _________ 41,409 14,936 238,117 ___________ ____________ _________ Loss before other item (32,909) (14,456) (203,879) Other item: Gain on note payable forgiven - Note 3 9,407 - 9,407 ___________ ____________ _________ Net loss for the period $ (23,502) $ (14,456) $ (194,472) =========== ============ ========= Basic loss per share $ (0.00) $ (0.00) =========== ============ Weighted average number of shares outstanding - Note 3 87,910,268 149,920,400 =========== ============
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RADIAL ENERGY INC. (formerly BV Pharmaceutical, Inc.) (A Development Stage Company) INTERIM STATEMENTS OF CASH FLOWS for the three-month period ended March 31, 2006 and 2005 and for the period from June 30, 2000 (Date of Inception) to March 31, 2006 (Unaudited) (Stated in US Dollars) June 30, 2000 (Date of Three months ended Inception) to March 31, March 31, 2006 2005 2006 ________ ________ _____________ Cash Flows used in Operating Activities Net loss for the period $(23,502) $(14,456) $(194,472) Deduct item not affecting cash: Gain on note payable forgiven (9,407) - (9,407) Changes in non-cash working capital balances related to operations: Accounts receivable 1,000 - - Prepaid expenses (10,011) - (10,011) Accounts payable and accrued liabilities 9,453 173 17,888 Unearned revenue (7,500) - - ________ ________ _________ (39,967) (14,283) (196,002) ________ ________ _________ Cash flows from Financing Activities Capital stock issued - - 99,975 Decrease in note payable (20,000) - (20,000) Convertible debentures - 1,233 57,271 Shares subscribed 250,000 - 250,000 ________ ________ _________ 230,000 1,233 387,246 ________ ________ _________ Increase (decrease) in cash during the period 190,033 (13,050) 191,244 Cash, beginning of the period 1,211 24,964 - ________ ________ _________ Cash, end of the period $191,244 $ 11,914 $ 191,244 ======== ======== ========= Non-cash Transactions - Note 7
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RADIAL ENERGY INC. (formerly BV Pharmaceutical, Inc.) (A Development Stage Company) INTERIM STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY) for the period June 30, 2000 (Date of Inception) to March 31, 2006 (Unaudited) (Stated in US Dollars) Deficit Accumulated Additional Shares Subs- During the Common Stock Paid-in Subs- cription Development *Shares **ParValue Capital cribed receivable Stage Total ___________ __________ __________ ________ __________ ___________ _________ Capital stock subscribed pursuant to an offering memorandum for cash - at $0.0000002 122,172,000 $ 122,172 $(121,968) $ - $ - $ - $ 204 ___________ __________ _________ ________ __________ ___________ _________ Balance, December 31, 2000 122,172,000 122,172 (121,968) - - - 204 Capital stock issued pursuant to a private placement - at $0.0025 27,108,400 27,108 40,663 - - - 67,771 - at $0.05 160,000 160 7,840 - - - 8,000 Net loss for the year - - - - - (69,885) (69,885) ___________ __________ _________ ________ __________ ___________ _________ Balance, December 31, 2001 149,440,400 149,440 (73,465) - - (69,885) 6,090 Capital stock issued pursuant to a private placement - at $0.05 480,000 480 23,520 - - - 24,000 Net loss for the year - - - - - (30,090) (30,090) ___________ __________ _________ ________ __________ ___________ _________ Balance, December 31, 2002 149,920,400 149,920 (49,945) - - (99,975) - Net income for the year - - - - - 108 108 ___________ __________ _________ ________ __________ ___________ _________ Balance, December 31, 2003 149,920,400 149,920 (49,945) - - (99,867) 108 Net loss for the year - - - - (36,453) (36,453) ___________ __________ _________ ________ __________ ___________ _________ Balance, December 31, 2004 149,920,400 149,920 (49,945) - - (136,320) (36,345) Capital stock issued pursuant to conversion of convertible debentures - at $0.05 1,145,424 1,146 56,125 - - - 57,271 Net loss for the year - - - - - (34,650) (34,650) ___________ __________ _________ ________ __________ ___________ _________ Balance, December 31, 2005 151,065,824 151,066 6,180 - - (170,970) (13,724) Capital stock retired to the treasury (116,000,000) (116,000) 87,000 - - - (29,000) Shares subscribed - - - 350,000 - - 350,000 Subscription receivable - - - - (100,000) - (100,000) Net loss for the period - - - - - (23,502) (23,502) ___________ __________ _________ ________ __________ ___________ _________ Balance, March 31, 2006 35,065,824 $ 35,066 $ 93,180 $350,000 $ (100,000) $ (194,472) $ 183,774 =========== ========= ========= ======== ========== =========== ========= * The common stock issued has been retroactively restated to reflect a forward stock split of 1,500 new shares for one old share, effective on January 5, 2001, and a forward split of 4 new shares for one old share, effective February 20, 2006 (Note 3). ** The par value of common stock has been retroactively restated to reflect a change from no par value to a par value of $0.001 per share.
8 RADIAL ENERGY INC. (formerly BV Pharmaceutical, Inc.) (A Development Stage Company) NOTES TO THE INTERIM FINANCIAL STATEMENTS March 31, 2006 and 2005 (Unaudited) (Stated in US Dollars) Note 1 INTERIM REPORTING The accompanying unaudited interim financial statements have been prepared by Radial Energy Inc. (the "Company") pursuant to the rules and regulations of the United States Securities and Exchange Commission. Certain information and disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these financial statements have been included. Such adjustments consist of normal recurring adjustments. These interim financial statements should be read in conjunction with the audited financial statements of the Company for the fiscal year ended December 31, 2005. The results of operations for the three months ended March 31, 2006 are not indicative of the results that may be expected for the full year. Note 2 CONTINUANCE OF OPERATIONS These interim financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next twelve months. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At March 31, 2006, the Company had not yet achieved profitable operations, has accumulated losses of $194,472 since its inception and expects to incur further losses in the development of its business, all of which casts substantial doubt about the Company's ability to continue as a going concern. The Company's ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. The Company intends to obtain additional financing by the sale of its common stock through a private placement commenced on February 21, 2006 (Note 3). Note 3 CAPITAL STOCK Effective on January 5, 2001, the Company forward split its issued common stock on the basis of 1,500 new for one old. On May 25, 2004, the Company amended its authorized capital stock to 75,000,000 common shares with a par value of $0.001 per share. The number of authorized shares and the par value per share as referred to in these financial statements has been restated wherever applicable to give retroactive effect to this amendment. 9 On February 10, 2006, the Company repurchased a total of 29,000,000 pre-forward split (116,000,000 post-forward split) common shares at $0.001 per share from the previous President of the Company by the issuance of a promissory note for $29,000 bearing interest at 8% per annum and due August 10, 2006. The Company repaid $20,000 of the promissory note on March 27, 2006, which was accepted as payment in full. Consequently the balance of the note and related interest was written off during the three months ended March 31, 2006. Effective on February 20, 2006, the Company forward split its issued common stock on the basis of four new for one old. The number of shares referred to in these financial statements has been restated wherever applicable to give retroactive effect on the forward stock splits. There was no effect on the Company's authorized share capital. The retroactive restatement of the issued common shares is required by the Securities and Exchange Commission's Staff Accounting Bulletin, Topic 4c. In actuality, the forward stock split, of four for one is effective after the Company's repurchase of 29,000,000 pre-forward split (116,000,000 post-forward split common shares). Consequently, the number of shares actually issued immediately prior to the split was 8,766,456 pre-forward split common shares (35,065,824 post-forward split common shares). The actual number of common shares, both pre-forward split and post-forward split, are less than the number of common shares authorized of 75,000,000. On February 10, 2006, the Company approved a private placement offering of up to 8,000,000 units at $0.25 per unit for maximum proceeds of $2,000,000. The minimum offering is $100,000. Each unit consists of one common share and one stock purchase warrant exercisable for two years into one common share at $0.30 per share. The private placement offering commenced on February 21, 2006 and at March 31, 2006, the Company had received shares subscriptions for $350,000. Of the $350,000 shares subscriptions, cash consideration totalling $250,000 had been received at March 31, 2006. Subsequent to March 31, 2006, the Company received additional share subscriptions for $1,000,000. On March 29, 2006, the officers of the Company approved a plan of merger between the Company and Radial Energy Inc. a wholly-owned inactive subsidiary of the Company incorporated in the State of Colorado on April 10, 2006 by the Company. Under the plan of merger, the shares of Radial Energy Inc. were cancelled and the shareholders of the Company received one share of the newly-merged company for every share of BV Pharmaceutical, Inc. held. The purpose of the merger was to facilitate a name change to Radial Energy Inc. Note 4 RELATED PARTY TRANSACTION During the three months ended March 31, 2006, the Company incurred $9,000 (March 31, 2005: $Nil) in consulting fees charged by a former director of the Company. Note 5 COMMITMENTS By an employment agreement dated March 10, 2006 with the President of the Company, and effective April 1, 2006, the Company will pay $180,000 per year plus annual bonuses as determined by the Board of Directors of the Company. In addition, the President will receive a $400 per month auto allowance, $800 per month insurance reimbursement and a minimum $1,000 per month for rental and administrative expenses to maintain an office. The Company may also issue stock options to the President as deemed appropriate by the Board of Directors. The term of the agreement is 3 years. 10 Note 6 SUBSEQUENT EVENTS - Note 3 i) By a letter of intent dated April 19, 2006, the Company agreed to enter into a Joint Operating Agreement ("JOA") which was formalized on May 11, 2006, with Peruvian and American companies to acquire a 20% working interest and 18% revenue interest in an oil project located in Peru by the funding the acquisition of certain equipment to be used for drilling, testing and evaluation of the first well on the property in the amount of $1,650,000. Of the total, $900,000 is due upon the signing of the JOA (paid subsequent to March 31, 2006) and the remainder will be paid as costs are incurred on the well. After the drilling of the first well is complete, the Company will have the option whether to proceed with the project by funding the drilling, testing and evaluation of another two wells on the property for an additional $1,650,000. Thereafter, the Company will have the option to pay for its 20% working interest share of the development and operation of the project. In the event the Company and the transacting parties decide that the project is not feasible, the equipment acquired will be sold and the Company will be entitled to 67% of the proceeds. The completion of a JOA is subject to certain due diligence procedures to be carried out by the transacting parties. ii)By a business consulting agreement dated April 1, 2006, the Company will pay $10,000 per month for investor relations services for a term of two years. Note 7 NON-CASH TRANSACTIONS Investing and financing activities that do not have a direct impact on current cash flows are excluded from the statements of cash flows. During the period ended March 31, 2006, the following transactions were excluded from the statement of cash flows: i) the Company repurchased 116,000,000 common shares by the issuance of a promissory note for $29,000. ii)the Company recorded shares subscription receivable of $100,000 pursuant to a share subscription agreement received. ITEM 2 MANAGEMENT'S DISCUSSION OF OPERATIONS AND FINANCIAL CONDITION DESCRIPTION OF BUSINESS Radial Energy Inc. (formerly BV Pharmaceutical, Inc.) (the "Company")is a Nevada corporation, which was originally formed on June 30, 2000 under the name of All Printer Supplies.com. As All Printer Supplies.com, the company sought a consulting opportunity for products and supplies to be offered on the internet, but the economy at the time, due the demise of many "dot com" companies and businesses, and the poor market conditions, was never able to launch its business. On April 17, 2003, the Company changed its name to BV Pharmaceutical, Inc. On March 29, 2006, the officers of the Company approved a plan of merger between the Company and Radial Energy Inc., a wholly owned inactive subsidiary of the Company incorporated by the Company in the State of Colorado on April 10, 2006, to facilitate the change of name to Radial Energy Inc. The Company was issued 100 shares of the subsidiary for a consideration of $1.00. The 100 shares were subsequently cancelled upon completion of the merger. 11 The Company's principal place of business is located at 1313 East Maple Street, Bellingham, Washington, USA, 98225. The Company was organized to engage in any lawful corporate business. The Company, has been in the developmental stage since inception and has a very limited operating history and limited revenues. The Company has a fully developed business plan, is operational and receiving revenue. The company has $194,472 in losses to date. The Company has had limited start-up operations and is considered a development stage Company. The Company was originally capitalized at 100,000,000 shares of Common Stock, with no par value. On May 25, 2004 the amended Articles of Incorporation were filed with the state of Nevada to decrease the number of authorized capital stock to 75,000,000 common shares with $0.001 par value. By reducing the number of shares and establishing a par values for the shares, the Company's annual filing fee with the Nevada Secretary of State was reduced. The amendment was a cost-saving measure only. The only impact on the shareholders was a reduction of the total authorized shares. While this reduced the shares available for issuance, it also limited the possible dilution which could be suffered by the shareholders. The Company believes the amendment had no material impact on the Company, its operations, proposed operations or the rights of shareholders. ORGANIZATION The Company was incorporated in the State of Nevada on June 30, 2000, for the purpose of providing consulting services to businesses, and engaging in any other lawful activity. PRINCIPAL PRODUCTS AND SERVICES The Company is currently building a new website at www.radialenergyinc.com to reflect management's current strategic outlook and planned shift towards the energy sector. The Company has abandoned its previous web-site of www.yourcloneguard.com. The Company continues to provide information and services in the areas of personal DNA collection, analysis, profiling, banking and DNA profile database maintenance in addition to its seeking out interests in the energy sector. The Company currently offers two services. The first being an in home self test DNA Profile Kit with banking (storage). The initial price for this service is currently US$120. The second service, performed by a professional, allows for the collection, analysis, profiling, banking, and DNA profile database maintenance. This service will assist the client in establishing a chain of custody. Through this service the Company will provide secure access to a client's personal DNA profile, with documented chain of custody established, should at some point in the future the need arise to provide evidence of prior ownership. The initial price for this service is currently US $280. IN HOME SELF TEST DNA PROFILE KIT AND BANKING. The Kit will contain buccal sample swabs, sample collection technique indicator, pre-paid return envelope, a collection seal, along with easy to follow step by step directions to take a sample. The sample process of collection is simple, fast, and non-intrusive. Collection takes place by way of a home self-test kit, where a cotton swab (a buccal swab)is gently wiped across the inside of the Client's cheek. The swab, which contains your saliva and the DNA sample, is then labeled and mailed to the Company for banking (storage). The test process and results would not be considered suitable for use in a court of law. A certificate with the owner's name, reference and identification number and other information will be mailed back to the client. 12 The reasons for the use of the in home self test DNA Profile Kit and banking service would include the following: 1) storage of a person's DNA; 2) peace of mind; 3) permanent identifier of family member's DNA; 4) a tool for identification of missing persons; 5) a genetic history of an elder family member that may provide clues to inherited diseases; and 6) other genetic issues. CHAIN OF CUSTODY DNA PROFILING AND BANKING Upon receipt of the client's registration for the service, the Company will set up a DNA sample collection appointment at a hospital, laboratory or clinic near the client. At the time of collection, the client will be required to provide identification in the form of birth certificate, social security card or drivers license. A DNA sample will be collected by way of a buccal cheek swab and the client will be fingerprinted and photographed. The sample will be labeled, securely stored and then sent to an independent third party testing facility where it will be analyzed and a DNA profile will be determined, thereby establishing the DNA pattern in a format recognized by the international scientific and legal communities. We currently intend to use Orchid Helix's testing facilities to perform these services. We have no agreement with Orchid Helix. This collection and testing procedure establishes a date and time of submission as evidence of prior ownership. The sample will be sealed and, along with the results, will be stored for a period of 20 years. The results will be cross checked with our database for fraud and duplicate submissions and then added to our database. The Company will provide the client with a DNA Profile Bank Certificate outlining the results of the client's personal, unique and original DNA profile. Results from home DNA tests are normally not guaranteed admissible in a court of law due to the lack of the "chain of custody". The chain of custody refers to the legal requirements necessary to establish and document the various persons and methods used to handle and process the individual sample. A legally admissible "chain of custody" for a sample requires the samples to be collected in the presence of a third neutral party at a lab or hospital facility where all parties are photographed to verify their identity. The reasons for the use of the Chain Of Custody DNA Profiling and Banking service would include the following; 1) Use as evidence of DNA theft or misappropriation; 2) Proof of prior ownership; 3) Maternity or paternity cases; or 4) Forensic cases. We estimate the entire DNA Process for either of the services will take approximately four to eight weeks from the time of DNA sample collection. These services will be charged by debit or credit card or purchased by cashier's check or money order. DNA CLONING We believe the cloning issue is confusing and fraught with ethical concerns. We plan to provide information to help simplify the issue and provide more expansive information to familiarize persons concerned about the cloning issue and protecting their personal DNA against cloning. The process of DNA collection, analysis and profiling can be an invasive, frightening and confusing process for many. We believe we can familiarize the potential client with the required steps and the need for the Company's DNA profile and banking service. We believe it is extremely difficult to prevent a determined collector from obtaining samples of DNA, since all complex living creatures constantly leave traces of DNA throughout their environment in the form of hair, skin, saliva, etc. However, we believe you can help deter persons who have illegally obtained a sample of your DNA from trafficking in these samples, or in pursuing illegal activities, such as cloning of the samples, by establishing your personal DNA profile to show prior ownership. 13 DISTRIBUTION We plan to deliver our services through licensing the service to third parties on a geographic basis; that is, we will grant licenses to persons or business entities to offer our services in certain, specific geographic areas, such as, the Province of Alberta, Canada. We have not yet established any specific geographic areas, and intend to do so only when we have a third party interested in obtaining a license for a specific area. We do not currently have any licenses or licensees, and have not been in contact with or negotiated with anyone for any such license. We have not conducted any market testing to determine the size of the market for our services. On July 15, 2003, the Company entered into a license agreement with Mr. Matt Sutton whereby we granted him a non-exclusive license to market services relating to the collection of DNA samples and related data. The agreement is for a term of one (1) year, commencing August 15, 2003, and the license fee due under the agreement is US$2,000.00 per month. The agreement with Mr. Sutton has terminated and will not be renewed. Mr. Sutton made no sales of the Company's services. The license for Mr. Sutton was not renewed because he decided to pursue other business interests. We do not believe this lack of renewal will have any material impact on the Company. Since December 31, 2005, the Company has received orders, sold and received full payment for Seventy-four(74)of its In Home Self Test Kits. The most recent sale date for an In Home Self Test Kit was March, 2006. During the period ending March 31, 2006, the Company received payments of $8,500 for the sale in home test kits. NEW PRODUCTS OR SERVICES Other than the products and services described in this From 10-QSB, we currently have no new products or services announced or planned to be announced to the public. COMPETITIVE BUSINESS CONDITIONS We will face competition from all aspects of the emerging DNA-related business and industry. We will compete with pharmaceutical and other science or technology-related companies that have superior DNA-related experience and/or services which they now, or may, in the future, offer to their potential or existing customers. Many of these companies may in time offer free information and DNA-related storage facilities to their customers. Many of these companies have other sources of revenues and we rely only on the fees generated through our proposed DNA information and database services. In addition, these companies may have better marketing and distribution channels. There can be no assurance that we will be able to compete effectively in this highly competitive industry, which could have a material adverse impact upon market acceptance of our proposed business. Our main, existing and potential competitors for our proposed DNA testing, profiling and banking business are any business in the pharmaceutical business or distribution of pharmaceutical products business. Some of the primary DNA service and information providers and competitors are: DNA Testing Centre, Inc. - - www.dnatestingcentre.com, GeneTree DNA Testing Center - www.genetree.com, Metaphase Genetics - www.metaphasegenetics.com, and Genex Diagnostics SwabTest - www.swabtest.com, and DNA Diagnostic Center - www.dnacenter.com. OUR COMPETITIVE POSITION We believe competition takes place on many levels, including pricing, convenience in obtaining information, specialization, and breadth of services offered. We intend to serve as a content aggregator for DNA-related information and provide what we believe is an unbiased comprehensive information source, as well as marketplace and facilitator for DNA-related information. 14 Our objective is to provide a service that helps the consumer cut through the often perceived clutter, confusion and noise of the marketplace and help them confidentially and quickly bring each person to a point where they can make an informed decision if the services offered are appropriate for them. By offering a specialized DNA storage and information service, we will be targeting those consumers who are looking to establish their DNA profile and banking of that profile. We believe that consumers will pay for a service that is specialized, unbiased and comprehensive and one that helps them cut through the perceived clutter, confusion and noise of the marketplace and help them confidentially and quickly make an informed decision if the DNA testing and profiling services offered are appropriate for them. SOURCES AND AVAILABILITY OF RAW MATERIALS As of the date of this quarterly report, we have established initial contact with DNA sample kit suppliers and DNA testing facilities. We have not entered into any arrangement or agreements to date. CUSTOMER BASE From December 31, 2005 to March 31, 2006, the Company has received orders, amounting to $8,500 in sales revenue, for its In Home Self Test Kit. We have received payment in full for the orders. We do not anticipate we will depend on one or a few major customers. There can be no assurance that this assumption is correct. Our intended principal market of customers is expected to be the people who are aware of the problem with identity theft, those with concerns about the health and health risk factors of their relatives and unborn children and those wishing to preserve their DNA profile in a data bank for future uses. We have not performed any marketing studies to assess whether a potential market exists for our proposed services, but we believe that there is such a market based on the existence of other data banks and the number of articles about DNA storage and identity theft management as seen in the media. We do not intend to perform any marketing studies prior to beginning operations. Based on the costs of similar services, we believe we can sustain a market for our services. INTELLECTUAL PROPERTY We do not have any trademarks, patents, licenses, royalty agreements, or other proprietary interests. GOVERNMENTAL REGULATION ISSUES We are not now affected by direct government regulation. Based on our research, we do not believe the products and services we intend to offer require approval from the Food and Drug Administration. ENVIRONMENTAL LAW COMPLIANCE To the extent which environmental compliance may be necessary, we do not anticipate any significant compliance expense. EMPLOYEES The Company does not have any employees. 15 REPORTS TO SECURITY HOLDERS As of February 11, 2005, the Company became effective and is a reporting company under the requirements of the Exchange Act and will file quarterly, annual and other reports with the Securities and Exchange Commission. Our annual report will contain the required audited financial statements. We are not required to deliver an annual report to security holders and will not voluntarily deliver a copy of the annual report to the security holders. The reports and other information filed by us will be available for inspection and copying at the public reference facilities of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of the material may be obtained by mail from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. In addition, the Commission maintains a World Wide Website on the Internet at http://www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission. PLAN OF OPERATIONS The discussion contained in this quarterly report contains "FORWARD-LOOKING STATEMENTS" that involve risk and uncertainties. These statements may be identified by the use of terminology such as "BELIEVES," "EXPECTS," "MAY," "SHOULD" or "ANTICIPATES" or expressing this terminology negatively or similar expressions or by discussions of strategy. The cautionary statements made in this quarterly report are applicable to all related forward-looking statements wherever they appear in this quarterly report. Our actual results could differ materially from those discussed in this quarterly report. We are a development stage company with limited operations or revenues. We are unable to satisfy cash requirements without management's financial support or other funding. Our management and certain investors have made $149,975 of capital contributions to our business. The Company has raised the total of $99,975 through Private Placements (see page 32 of the SB-2 filing "Recent Sales of Unregistered Securities") and in January of 2004 the Company issued two convertible debentures in the principal amount of $25,000 each, at an interest rate of 10% per annum, for a total principal amount of $50,000 to two separate unrelated non-US parties. Subsequent to June 30, 2005, these convertible debentures have been converted to the number of shares stated in the financials. At March 31, 2006, the Company had not yet achieved profitable operations, has accumulated losses of $194,472 since its inception and expects to incur further losses in the development of its business, all of which casts substantial doubt about the Company's ability to continue as a going concern. The Company's ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. The Company has cash on hand in the amount of $191,244, which it currently intends to use in furtherance of its proposed entry into the oil and gas business. The Company has not yet determined the amount of funds it may allocate to its DNA test kit business. The plan of the Company is to obtain additional financing by the sale of its common stock through a private placement which commenced on February 21, 2006. The Company approved a private placement offering of up to 8,000,000 units at $0.25 per unit for proceeds of $2,000,000. The minimum offering is $100,000. Each unit consists of one common share and one stock purchase warrant exercisable for two years into one common share at $0.30 per share. In March 2006, the Company received share subscriptions for $350,000. Of the $350,000 share subscriptions, cash consideration totalling $250,000 was received during March 2006. There is no assurance we will be able to raise additional funds or that we will be able to raise sufficient capital to pursue proposed operations in the oil and gas business. 16 In the event we need to raise additional funds, we have not yet determined how, where or when we will obtain these funds. There is no assurance that we will be able to obtain financing for our business development, if, as and when required, or on terms favorable to the Company. If adequate funds are not available to us, we believe that our business development could be adversely affected. Our future capital requirements will also depend on one or more of the following factors: - market acceptance of our services; - the extent and progress of our research and development programs; - competing technological and market developments; and - the costs of commercializing our services. There can be no assurance that funding will be available on favorable terms to permit successful commercialization of our DNA services or be successful in our proposed business operations. In addition, we have no further credit facility or other committed sources of capital. We may be unable to establish credit arrangements on satisfactory terms, if at all. If capital resources are insufficient to meet our future capital requirements, we may have to raise additional funds to continue development of our website. There can be no assurance that the funds will be available on favorable terms, if at all. To the extent that additional capital is raised through the sale of equity and/or convertible debt securities, the issuance of the securities will likely result in dilution to our shareholders. There is no assurance that we will be successful in the marketing our DNA profile services or licensing. We have no other proposed sources of revenue. Therefore, if we are not successful in this regard, we will be unable to achieve revenues under our current business plan. We do not anticipate any significant research and development expenses over the next twelve months. We do not expect to purchase or sell any plant and significant equipment or make any significant changes in the number of employees over the next twelve months. SUBSEQUENT EVENTS In May, 2006, the Company received share subscriptions for $1,000,000 for which full cash consideration of $1,000,000 was received. The subscriptions are part of the private placement which commenced on February 21, 2006. The Company approved the private placement offering of up to 8,000,000 units at $0.25 per unit for proceeds of $2,000,000. The minimum offering is $100,000. Each unit consists of one common share and one stock purchase warrant exercisable for two years into one common share at $0.30 per share. On April 19, 2006, the Company entered into a Letter of Intent and thereafter on May 11, 2006, into a Joint Operating Agreement (collectively the "Agreement") with Zeigler-Peru, Inc. to form a joint venture for an oil drilling project in Peru. Pursuant to the terms of the Agreement, the Company will obtain a 20% working interest, and 18% revenue interest, in the Peruvian Huaya Anticline Project, Block 100, oil prospect located near the analogous Maquia Field. As consideration for this interest, which is only for one well, the Company will pay US$1,650,000. On May 12, 2006, US$900,000 of the US$1,650,000 consideration was paid. Pursuant to the Agreement, upon completion and review of the drilling results of the first well, the Company will have the option to participate in the drilling of two additional wells. Should the Company opt to participate in the drilling of the two additional wells, the Company will pay a further US$1,650,000. 17 Upon the completion of the drilling of well three, the Company will own a pro-rata percentage of the drilling rig and related equipment. In the event the joint venture is abandoned after drilling well three, the drilling rig and related equipment will be sold for a reasonable amount and the Company will receive 67% of the proceeds of sale. After completion of the drilling and review of well three results, the Company will have the option to participate in the drilling of additional wells, at a cost of 20% of the development and operation costs of the new wells. The Company will be a minority investor only in the project, and will not be the operator. Management believes the prospect is a low-risk opportunity to discover and develop a field with production potential, but there can be no assurance the prospect will achieve such potential. It is anticipated that the first well will be drilled by the end of the 3rd quarter of 2006, with production anticipated by year end. The project encompasses a structural closure of 534 acres, with the potential for 41 well locations. The Company believes there is currently an established oil market offering international prices and an existing transportation network with refineries nearby. The Company contracted Gustavson and Associates of Boulder, Colorado, to perform a reserve assessment which has reported favorable information. There are no material relationships between the registrant or its affiliates and any of the parties, other than in respect of the agreement. The Company will seek to obtain the remaining funds necessary to perform under the terms of the Agreement (US$1,650,000) through the private placement it commenced on February 21, 2006. DESCRIPTION OF PROPERTY We do not own any real property at this time, and we conduct our business from an office at the offices of our President, rent-free at this time. The Company intends to lease space in the near future and will attempt to secure space can on commercially reasonable terms and without undue operational disruption. PART II OTHER INFORMATION ITEM 6. - EXHIBITS AND REPORTS ON FORM 8-K There was a report on Form 8-K filed on February 17, 2006. In a subsequent material event, on April 21, 2006, the Company filed a report on Form 8-K. The following exhibits are filed with this report: 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 18 ITEM 7. SIGNATURES SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. RADIAL ENERGY INC. (formerly BV Pharmaceutical, Inc.) DATE: May 18, 2006 /s/ G. LEIGH LYONS __________________________ G. Leigh Lyons President and Director 19 EX-31 2 ex31-1.txt EXHIBIT 31.1 EXHIBIT 31.1 CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) I, G. Leigh Lyons, certify that: 1. I have reviewed this quarterly report of Form 10-QSB of Radial Energy Inc. (formerly BV Pharmaceutical, Inc.) (the "Registrant"); 2. Based on my knowledge, this 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 report; 3. Based on my knowledge, the financial statements, and other financial information included in this 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 report; 4. The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the Registrant and we have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared; b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; 5. The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of Registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting. Date: May 18, 2006 By: /s/ G. LEIGH LYONS ___________________________ G. Leigh Lyons Chief Executive Officer EX-31 3 ex31-2.txt EXHIBIT 31.2 EXHIBIT 31.2 CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) I, G. Leigh Lyons, certify that: 1. I have reviewed this quarterly report of Form 10-QSB of Radial Energy Inc. (formerly BV Pharmaceutical, Inc.) (the "Registrant"); 2. Based on my knowledge, this 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 report; 3. Based on my knowledge, the financial statements, and other financial information included in this 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 report; 4. The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the Registrant and we have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared; b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; 5. The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of Registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting. Date: May 18, 2006 By: /s/ G. LEIGH LYONS ___________________________ G. Leigh Lyons Chief Financial Officer EX-32 4 ex32-1.txt EXHIBIT 32.1 EXHIBIT 32.1 SECTION 1350 CERTIFICATION In connection with the Quarterly Report of Radial Energy Inc. (formerly BV Pharmaceutical, Inc.) (the "Company") on Form 10-QSB for the quarter ending March 31, 2006 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Amy Hadley, 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 my knowledge: (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 results of operations of the Company. Date: May 18, 2006 By: /s/ G. LEIGH LYONS ___________________________ G. Leigh Lyons Chief Executive Officer EX-32 5 ex32-2.txt EXHIBIT 32.2 EXHIBIT 32.2 SECTION 1350 CERTIFICATION In connection with the Quarterly Report of Radial Energy Inc. (formerly BV Pharmaceutical, Inc.) (the "Company") on Form 10-QSB for the quarter ending March 31, 2006 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Amy Hadley, 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 my knowledge: (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 results of operations of the Company. Date: May 18, 2006 By: /s/ G. LEIGH LYONS ___________________________ G. Leigh Lyons Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----