UNITED STATES

-----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, Hdgy04t5/hhFke/OAPVdd4TZlKURgRYsRWau0kvQN6pM9XEcZJ4vezxoycISNbHE 8GMw1unheVli+z4j3vxcOg== 0001297077-07-000026.txt : 20070802 0001297077-07-000026.hdr.sgml : 20070802 20070802143357 ACCESSION NUMBER: 0001297077-07-000026 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20070518 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070802 DATE AS OF CHANGE: 20070802 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHAMPIONS BIOTECHNOLOGY, INC. CENTRAL INDEX KEY: 0000771856 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING & DRINKING PLACES [5810] IRS NUMBER: 521401755 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-17263 FILM NUMBER: 071019930 BUSINESS ADDRESS: STREET 1: 2200 WILSON BLVD STREET 2: SUITE 102-316 CITY: ARLINGTON STATE: VA ZIP: 22201 BUSINESS PHONE: 703-526-0400 MAIL ADDRESS: STREET 1: 2200 WILSON BLVD. STREET 2: SUITE 102-316 CITY: ARLINGTON STATE: VA ZIP: 22201 FORMER COMPANY: FORMER CONFORMED NAME: CHAMPIONS SPORTS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL GROUP INC DATE OF NAME CHANGE: 19860319 8-K/A 1 cbi8k-a_biomerk.htm 8K/A - BIOMERK UNITED STATES

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)
May 18, 2007

CHAMPIONS BIOTECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)

Delaware	0-17263	52-1401755
(State of other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

2200 Wilson Blvd.
Suite 102-316
Arlington, Virginia 22201
(Address of principal executive offices, including zip code)

(703) 526-0400
(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01. Completion of Acquisition or Disposition of Assets.

This Current Report on Form 8-K/A amends the Current Report on Form 8-K filed on May 24, 2007 to include the financial statements and pro forma information required by Item 9.01 of Form 8-K.

On May 24, 2007, a current report on Form 8-K was filed in connection with the Registrant entering into an Agreement and Plan of Merger under which Biomerk, Inc. merged with the Registrant’s wholly-owned subsidiary in a reverse triangular merger and became a wholly-owned subsidiary of the Registrant. Biomerk, Inc. is a private company that is focused on generating a novel preclinical platform of human cancer tumor immune-deficient mice xenografts (Biomerk Tumorgrafts™). Biomerk, Inc. has several patent applications relating to xenograft models used for identifying potentially active chemotherapeutic agents. The Registrant issued 4,000,000 restricted shares of its common stock to acquire Biomerk, Inc.

Item 9.01. Financial Statements and Exhibits

(a) Financial Statements of Business Acquired

The audited balance sheet of Biomerk, Inc. as of December 31, 2006, and the related statements of operations, stockholders’ deficit and cash flows for the period from September 6, 2006 (Inception) to December 31, 2006 together with the report thereon of independent auditor, Bagell, Josephs, Levine & Company L.L.C. are attached hereto as Exhibit 99.1.

The unaudited balance sheet of Biomerk, Inc. as of January 31, 2007, and the related statements of operations, stockholders’ deficit and cash flows for the period ended January 31, 2007 and cumulative from September 6, 2006 (Inception) to January 31, 2007 together with the report thereon of independent auditor, Bagell, Josephs, Levine & Company L.L.C. are attached as Exhibit 99.2.

(b) Pro Forma Financial Information

The unaudited pro forma financial information included with this Form 8-K/A has been prepared to illustrate the pro forma effects for the acquisition of Biomerk, Inc. All pro forma information in this Form 8-K/A has been prepared for informational purposes only and does not purport to be indicative of what would have resulted had the acquisition actually occurred on the dates indicated or what may result in the future. The unaudited pro forma condensed consolidated balance sheet as of January 31, 2007 and the related statements of operations for the nine months ended January 31, 2007 and for the three months ended January 31, 2007 and the notes to the financial statements are attached hereto as Exhibit 99.3.

(c) Exhibits

99.1 The audited balance sheet of Biomerk, Inc. as of December 31, 2006, and the related statements of operations, stockholders’ deficit and cash flows for the period from September 6, 2006 (Inception) to December 31,2006 together with the report thereon of independent auditor, Bagell, Josephs, Levine & Company L.L.C.

99.2 The unaudited balance sheet of Biomerk, Inc. as of January 31, 2007, and the related statements of operations, stockholders’ deficit and cash flows for the period ended January 31, 2007 and cumulative from September 6, 2006 (Inception) to January 31, 2007 together with the report thereon of independent auditor, Bagell, Josephs, Levine & Company L.L.C.

99.3 The unaudited pro forma condensed consolidated balance sheet as of January 31, 2007 and the related statements of operations for the nine months ended January 31, 2007 and for the three months ended January 31, 2007 and the notes to the financial statements.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: July 31, 2007	Champions Biotechnology, Inc.


	By:	/s/ James Martell
		James Martell
		President and Chief Executive Officer

EX-99 2 cbi8ka_ex99-1.htm EXHIBIT 99.1 - BIOMERK AUDITED FINANCIAL INFO. 12-31-06 NOTE 1

Exhibit 99.1

BIOMERK, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
FOR THE PERIOD SEPTEMBER 6, 2006 (INCEPTION)
TO DECEMBER 31, 2006

BIOMERK, INC.
(A DEVELOPMENT STAGE COMPANY)
INDEX TO FINANCIAL STATEMENTS
FOR THE PERIOD SEPTEMBER 6, 2006 (INCEPTION)
TO DECEMBER 31, 2006

		Page(s)

Report of Independent Registered Public Accounting Firm		1

Financial Statements:

	Balance Sheet at December 31, 2006	2

	Statements of Operations for the period September 6, 2006
	(Inception) through December 31, 2006 with cumulative
	totals since inception.	3

	Statements of Changes in Stockholders’ Deficit
	for the Period September 6, 2006 (Inception) through
	December 31, 2006	4

	Statement of Cash Flows for the Period September 6, 2006
	(Inception) through December 31, 2006 with cumulative
	totals since inception	5

Notes to the Financial Statements		6-10

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Biomerk, Inc.
Baltimore, MD

We have audited the accompanying balance sheet of Biomerk, Inc. (the “Company”), a development stage enterprise as of December 31, 2006, and the related statements of operations, stockholders’ deficit, and cash flows for the period September 6, 2006 (Inception) to December 31, 2006. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Biomerk, Inc. (the “Company”), a development stage enterprise as of December 31, 2006 and the results of its operations and cash flows for the period September 6, 2006 (Inception) to December 31, 2006, in conformity with accounting principles accepted in the United States of America.

Bagell Josephs Levine & Company, L.L.C.

Bagell Josephs Levine & Company, L.L.C.
Gibbsboro, New Jersey

July 31, 2007

BIOMERK, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
DECEMBER 31, 2006

ASSETS

Current Assets:
Cash and cash equivalents	$	430,233
Interest receivable		3,745
Prepaid expenses		249

Total Current Assets		434,227

TOTAL ASSETS	$	434,227


LIABILITIES AND STOCKHOLDERS’ DEFICIT

LIABILITIES
Current Liabilities:
Accounts payable	$	1,199
Liability for stock to be issued		450,000

Total Current Liabilities		451,199

Total Liabilities		451,199

STOCKHOLDERS’ DEFICIT
Common stock, $.01 par value; 10,000,000 shares authorized;
zero shares issued and outstanding		-
Deficit accumulated during the development stage		(16,972)
Total Stockholders’ Deficit		(16,972)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	434,227

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

BIOMERK, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE PERIOD SEPTEMBER 6, 2006 (INCEPTION) TO DECEMBER 31, 2006
(WITH CUMULATIVE TOTALS SINCE INCEPTION)

		September 6, 2006		Cumulative Totals
		(Inception) to		September 6, 2006 (Inception)
		December 31, 2006		through December 31, 2006

REVENUES	$	-	$	-

OPERATING EXPENSES
Professional fees		16,500		16,500
General and administrative expenses		4,434		4,434

Total operating expenses		20,934		20,934

LOSS BEFORE OTHER INCOME		(20,934)		(20,934)

OTHER INCOME
Interest		3,962		3,962
Total Other Income		3,962		3,962

LOSS BEFORE PROVISION FOR INCOME TAXES		(16,972)		(16,972)
Provision for income taxes		-		-

NET LOSS APPLICABLE TO COMMON SHARES	$	(16,972)	$	(16,972)

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING		-

NET LOSS PER COMMON SHARES OUTSTANDING	$	-

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

BIOMERK, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE PERIOD SEPTEMBER 6, 2006 (INCEPTION) TO DECEMBER 31, 2006

							Deficit
							Accumulated
							During the
	Common Stock				Additional		Development
Description	Shares		Amount		Paid - In Capital		Stage		Total

Balance, September 6, 2006	-	$	-	$	-	$	-	$	-

Net activity for the period September 6, 2006
(Inception) to December 31, 2006	-		-		-		(16,972)		(16,972)

Balance, December 31, 2006	-	$	-	$	-	$	(16,972)	$	(16,972)

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

BIOMERK, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOW
FOR THE
PERIOD SEPTEMBER 6, 2006 (INCEPTION) TO DECEMBER 31, 2006
(WITH CUMULATIVE TOTALS SINCE INCEPTION)

				Cumulative Totals
		September 6, 2006		September 6, 2006
		(Inception) to		through
		December 31, 2006		December 31, 2006

CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss)	$	(16,972)	$	(16,972)

Adjustments to reconcile net loss to net cash
(used in) operating activities

Changes in assets and liabilities
Interest receivable		(3,745)		(3,745)
Prepaid expenses		(249)		(249)
Accounts payable		1,199		1,199

Total Adjustments		(2,795)		(2,795)

Net cash (used in) operating activities		(19,767)		(19,767)

CASH FLOWS FROM FINANCING ACTIVITIES
Liability for stock to be issued		450,000		450,000

Net cash provided by financing activities		450,000		450,000


NET INCREASE IN CASH		430,233		430,233

CASH - BEGINNING OF PERIOD		-		-

CASH - END OF PERIOD	$	430,233	$	430,233

SUPPLEMENTAL CASH FLOW INFORMATION:
During the year, cash was paid for the following:
Income Taxes	$	-	$	-
Interest	$	-	$	-

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

BIOMERK, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD SEPTEMBER 6, 2006 (INCEPTION) THROUGH
DECEMBER 31, 2006

NOTE 1 - NATURE OF BUSINESS

Biomerk, Inc. (the “Company”), a development stage company, was incorporated in the State of Maryland on September 6, 2006. Biomerk, Inc. plans to focus on biotechnology as its business approach.

The Company is focused on generating a novel preclinical platform of human cancer tumor immune-deficient mice xenografts (Biomerk Tumorgrafts™).

NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Development Stage Company

The Company is considered to be in the development stage as defined in Statement of Financial Accounting Standards (SFAS) No. 7, “Accounting and Reporting by Development Stage Enterprises”. The Company has devoted substantially all of its efforts to business planning, and development. Additionally, the Company has allocated a substantial portion of their time and investment in bringing their product to the market, and the raising of capital.

Company Year End

The Company is a December 31st year-end.

Cash and Cash Equivalents

For financial statement presentation purposes, the Company considers short-term, highly liquid investments with original maturities of three months or less to be cash and cash equivalents.

The Company maintains cash and cash equivalent balances at a financial institution that is insured by the Federal Deposit Insurance Corporation up to $100,000.

Revenue Recognition

The Company’s financial statements are prepared under the accrual method of accounting. Revenues will be recognized in the period the services are performed and costs are recorded in the period incurred rather than paid.

BIOMERK, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD SEPTEMBER 6, 2006 (INCEPTION) THROUGH
DECEMBER 31, 2006

NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Fair Value of Financial Instruments

The Company’s financial instruments are all carried at amounts that approximate their estimated fair value as of December 31, 2006.

Income Taxes

The provision for income taxes includes the tax effects of transactions reported in the financial statements. Deferred taxes would be recognized for differences between the basis for assets and liabilities for financial statement and income tax purposes. The major difference relates to the net operating loss carry forwards generated by sustaining deficits during the development stage.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures 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.

Advertising Costs

Advertising and promotions costs are expensed as incurred. The Company incurred no such expenses since inception.

BIOMERK, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD SEPTEMBER 6, 2006 (INCEPTION) THROUGH
DECEMBER 31, 2006

NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recent Accounting Pronouncements

In February 2006, the FASB issued SFAS No. 155, “Accounting for Certain Hybrid Financial Instruments, an amendment of FASB Statements No. 133 and 140.” SFAS No. 155 resolves issues addressed in SFAS No. 133 Implementation Issue No. D1, “Application of Statement 133 to Beneficial Interests in Securitized Financial Assets,” and permits fair value remeasurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation, clarifies which interest-only strips and principal-only strips are not subject to the requirements of SFAS No. 133, establishes a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation, clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives and amends SFAS No. 140 to eliminate the prohibition on a qualifying special-purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. SFAS No. 155 is effective for all financial instruments acquired or issued after the beginning of the first fiscal year that begins after September 15, 2006. The Company is currently evaluating the effect the adoption of SFAS No. 155 will have on its financial position or results of operations.

In March 2006, the FASB issued SFAS No. 156, “Accounting for Servicing of Financial Assets, an amendment of FASB Statement No. 140.” SFAS No. 156 requires an entity to recognize a servicing asset or liability each time it undertakes an obligation to service a financial asset by entering into a servicing contract under a transfer of the servicer’s financial assets that meets the requirements for sale accounting, a transfer of the servicer’s financial assets to a qualified special-purpose entity in a guaranteed mortgage securitization in which the transferor retains all of the resulting securities and classifies them as either available-for-sale or trading securities in accordance with SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities” and an acquisition or assumption of an obligation to service a financial asset that does not relate to financial assets of the servicer or its consolidated affiliates. Additionally, SFAS No. 156 requires all separately recognized servicing assets and servicing liabilities to be initially measured at fair value, permits an entity to choose either the use of an amortization or fair value method for subsequent measurements, permits at initial adoption a one-time reclassification of available-for-sale securities to trading securities by entities with recognized servicing rights and requires separate presentation of servicing assets and liabilities subsequently measured at fair value and additional disclosures for all separately recognized servicing assets and liabilities. SFAS No. 156 is effective for transactions entered into after the beginning of the first fiscal year that begins after September 15, 2006. The Company is currently evaluating the effect the adoption of SFAS No. 156 will have on its financial position or results of operations.

BIOMERK, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD SEPTEMBER 6, 2006 (INCEPTION) THROUGH
DECEMBER 31, 2006

NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recent Accounting Pronouncements (Continued)

In September 2006, the FASB issued SFAS No. 157 “Fair Value Measurements,” which provides a definition of fair value, establishes a framework for measuring fair value and requires expanded disclosures about fair value measurements. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. The provisions of SFAS No. 157 should be applied prospectively. Management is assessing the potential impact on its financial condition and results of operations.

In September 2006, the FASB issued SFAS No. 158 “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans”, which amends SFAS No. 87 “Employers’ Accounting for Pensions” (SFAS No. 87), SFAS No. 88 “Employers’ Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits” (SFAS No. 88), SFAS No. 106 “Employers’ Accounting for Postretirement Benefits Other Than Pensions” (SFAS No. 106), and SFAS No. 132R “Employers’ Disclosures about Pensions and Other Postretirement Benefits (revised 2003)” (SFAS No. 132R). This statement requires companies to recognize an asset or liability for the overfunded or underfunded status of their benefit plans in their financial statements. SFAS No. 158 also requires the measurement date for plan assets and liabilities to coincide with the sponsor’s year-end. The standard provides two transition alternatives related to the change in measurement date provisions. The recognition of an asset and liability related to the funded status provision is effective for fiscal year ending after December 15, 2006 and the change in measurement date provisions is effective for fiscal years ending after December 15, 2008. This pronouncement has no effect on the Company at this time.

NOTE 3- LIABILITY FOR STOCK TO BE ISSUED

This account represents funds received by the Company in advance for stock as of yet not issued. The stock was issued on May 14, 2007.

BIOMERK, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD SEPTEMBER 6, 2006 (INCEPTION) THROUGH
DECEMBER 31, 2006

NOTE 4- STOCKHOLDERS’ DEFICIT

On September 6, 2006 the Company was formed with one class of common stock, par value $.01. The Company is authorized to issue 10,000,000 shares of common stock. There were no stock options or warrants issued or outstanding.

NOTE 5- PROVISION FOR INCOME TAXES

Deferred income taxes will be determined using the liability method for the temporary differences between the financial reporting basis and income tax basis of the Company’s assets and liabilities. Deferred income taxes will be measured based on the tax rates expected to be in effect when the temporary differences are included in the Company’s tax return. Deferred tax assets and liabilities are recognized based on anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax bases.

At December 31, 2006, deferred tax assets consist of the following:

Net operating loss carryforwards	$	6,800
Less: valuation allowance		(6,800)
	$	-0-

At December 31, 2006, the Company had accumulated deficits of $16,972 during the development stage to offset future taxable income. The Company will establish valuation allowances equal to the full amount of the deferred tax assets due to the uncertainty of the utilization of the operating losses in future periods.

NOTE 5- SUBSEQUENT EVENT

On May 18, 2007, the Company entered into an Agreement and Plan of Merger with Champions Biotechnology, Inc., a publicly-traded company. Champions Biotechnology, Inc. intends to engage in the acquisition and early stage development of a portfolio of new therapeutic drug candidates and also the acquisition and development of novel technologies that it hopes will improve methods of and approaches to disease treatment. Champions Biotechnology, Inc. issued 4,000,000 shares of its common stock for all of the outstanding shares of Biomerk, Inc.

EX-99 3 cbi8ka_ex99-2.htm EXHIBIT 99.2 - BIOMERK UNAUDITED FINANCIAL INFO. 01-31-07 NOTE 1

Exhibit 99.2

BIOMERK, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
FOR THE ONE MONTH ENDED JANUARY 31, 2007
(WITH CUMLATIVE TOTALS SINCE INCEPTION)
(UNAUDITED)

BIOMERK, INC.
(A DEVELOPMENT STAGE COMPANY)
INDEX TO FINANCIAL STATEMENTS
FOR THE ONE MONTH ENDED JANUARY 31, 2007
(WITH CUMULATIVE TOTALS SINCE INCEPTION)
(UNAUDITED)

		Page(s)

Report of Independent Registered Public Accounting Firm		1

Financial Statements (Unaudited):

	Balance Sheet at January 31, 2007 (Unaudited)	2

	Statements of Operations for the One Month ended
	January 31, 2007 and for the Period September 6, 2006
	(Inception) through January 31, 2007 with cumulative
	totals since inception.	3

	Statements of Changes in Stockholders’ Deficit
	for the Period September 6, 2006 (Inception) through
	January 31, 2007.	4

	Statement of Cash Flows for the One Month ended
	January 31, 2007 and the Period September 6, 2006
	(Inception) through January 31, 2007 with cumulative
	totals since inception.	5

Notes to the Financial Statements		6-11

BAGELL, JOSEPHS, LEVINE & COMPANY, L.L.C.
Certified Public Accountants
High Ridge Commons
200 Haddonfield Berlin Road
Suites 400-403
Gibbsboro, New Jersey 08026
(856) 346-2828 Fax (856) 346-2882

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Biomerk, Inc.
Baltimore, MD

We have reviewed the accompanying balance sheets of Biomerk, Inc. (the “Company”) a development stage company as of January 31, 2007 and the related statements of operations, changes in stockholders’deficit, and cash flows for the one month ended January 31, 2007. These interim financial statements are the responsibility of the Company’s management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists primarily of inquiries of Company personnel and analytical procedures applied to financial data. It is substantially less in scope than an audit in accordance with standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements in order for them to be in conformity with U.S. generally accepted accounting principles.

BAGELL, JOSEPHS, LEVINE & COMPANY, L.L.C.

BAGELL, JOSEPHS, LEVINE & COMPANY, L.L.C.
Certified Public Accountants
Gibbsboro, New Jersey

July 31, 2007

MEMBER OF:	AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS (AICPA)
	CENTER FOR PUBLIC COMPANY AUDIT FIRMS (CPCAF)
	NEW JERSEY SOCIETY OF CERTIFIED PUBLIC ACCOUNTANTS
	PENNSYLVANIA INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS
	FLORIDA STATE BOARD OF ACCOUNTANCY

BIOMERK, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
JANUARY 31, 2007
(UNAUDITED)

ASSETS

Current Assets:
Cash and cash equivalents	$	399,650
Interest receivable		4,529
Prepaid expenses		25,202

Total Current Assets		429,381

TOTAL ASSETS	$	429,381

LIABILITIES AND STOCKHOLDERS’ DEFICIT

LIABILITIES
Current Liabilities:
Accounts payable	$	1,157
Liability for stock to be issued		450,000

Total Current Liabilities		451,157

Total Liabilities	$	451,157

STOCKHOLDERS’ (DEFICIT)
Common stock, $.01 par value; 10,000,000 shares authorized;
zero shares issued and outstanding		-
Deficit accumulated during the development stage		(21,776)
Total Stockholders’ (Deficit)		(21,776)

TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT)	$	429,381

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

BIOMERK, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE ONE MONTH ENDED JANUARY 31, 2007
(WITH CUMULATIVE TOTALS SINCE INCEPTION)
(UNAUDITED)

				Cumulative Totals
				September 6, 2006
		One Month Ended		(Inception) through
		January 31, 2007		January 31, 2007

REVENUES	$	-	$	-

OPERATING EXPENSES
Professional fees		5,500		22,000
General and administrative expenses		1,614		6,048
Total operating expenses		7,114		28,048

LOSS BEFORE OTHER INCOME		(7,114)		(28,048)

OTHER INCOME
Interest		2,310		6,272
Total Other Income		2,310		6,272

LOSS BEFORE PROVISION FOR INCOME TAXES		(4,804)		(21,776)
Provision for income taxes		-		-

NET LOSS APPLICABLE TO COMMON SHARES	$	(4,804)	$	(21,776)

WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING		-

NET (LOSS) PER COMMON SHARES
OUTSTANDING	$	-

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

BIOMERK, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE PERIOD SEPTEMBER 6, 2006 (INCEPTION) TO DECEMBER 31, 2006
AND THE ONE MONTH ENDED JANUARY 31, 2007
(UNAUDITED)

							Deficit
							Accumulated
							During the
	Common Stock				Additional		Development
Description	Shares		Amount		Paid - In Capital		Stage		Total

Balance, September 6, 2006	-	$	-	$	-	$	-	$	-

Net activity for the period September 6, 2006
(Inception) to December 31, 2006	-		-		-		(16,972)		(16,972)

Balance, December 31, 2006	-		-		-		(16,972)		(16,972)

Net activity for the one month ended January 31, 2007	-		-		-		(4,804)		(4,804)

Balance, January 31, 2007	-	$	-	$	-	$	(21,776)	$	(21,776)

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

BIOMERK, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE ONE MONTH ENDED JANUARY 31, 2007
(WITH CUMULATIVE TOTALS SINCE INCEPTION)
(UNAUDITED)

				Cumulative Totals
				September 6, 2006
		Month Ended		(Inception) through
		January 31, 2007		January 31, 2007

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(4,804)	$	(21,776)

Adjustments to reconcile net loss to net cash
(used in) operaing activities

Changes in assets and liabilities
Interest receivable		(784)		(4,529)
Prepaid expenses		(24,953)		(25,202)
Accounts payable		(42)		1,157

Total Adjustments		(25,779)		(28,574)

Net cash (used in) operating activities		(30,583)		(50,350)

CASH FLOW FROM FINANCING ACTIVITIES
Liability for stock to be issued		450,000		450,000

Net cash provided by financing activities		450,000		450,000

NET DECREASE IN CASH		(30,583)		399,650

CASH - BEGINNING OF PERIOD		430,233		-

CASH - END OF PERIOD	$	399,650	$	399,650

SUPPLEMENTAL CASH FLOW INFORMATION
During the year, cash was paid for the following:
Income Taxes	$	-	$	-
Interest	$	-	$	-

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

BIOMERK, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE ONE MONTH ENDED JANUARY 31, 2007
(WITH CUMULATIVE TOTALS SINCE INCEPTION)
(UNAUDITED)

NOTE 1- NATURE OF BUSINESS

NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Development Stage Company

Company Year End

The Company is a December 31st year-end.

Cash and Cash Equivalents

For financial statement presentation purposes, the Company considers short-term, highly liquid investments with original maturities of three months or less to be cash and cash equivalents.

The Company maintains cash and cash equivalent balances at a financial institution that is insured by the Federal Deposit Insurance Corporation up to $100,000.

BIOMERK, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE ONE MONTH ENDED JANUARY 31, 2007
(WITH CUMULATIVE TOTALS SINCE INCEPTION)
(UNAUDITED)

NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Revenue Recognition

Fair Value of Financial Instruments

The Company’s financial instruments are all carried at amounts that approximate their estimated fair value as of January 31, 2007.

Income Taxes

Use of Estimates

Advertising Costs

Advertising and promotions costs are expensed as incurred. The Company incurred no such expenses since inception.

NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recent Accounting Pronouncements

NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recent Accounting Pronouncements (Continued)

NOTE 3- LIABILITY FOR STOCK TO BE ISSUED

This account represents funds received by the Company for stock to be issued. The stock was issued May 14, 2007.

NOTE 4- STOCKHOLDERS’ EQUITY

NOTE 5- PROVISION FOR INCOME TAXES

At January 31, 2007, deferred tax assets consist of the following:

Net operating loss carryforwards	$	8,700
Less: valuation allowance		(8,700)
	$	-0-

At January 31, 2007, the Company had accumulated deficits of $21,776 during the development stage to offset future taxable income. The Company will establish valuation allowances equal to the full amount of the deferred tax assets due to the uncertainty of the utilization of the operating losses in future periods.

BIOMERK, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE ONE MONTH ENDED JANUARY 31, 2007
(WITH CUMLATIVE TOTALS SINCE INCEPTION)
(UNAUDITED)

NOTE 6- SUBSEQUENT EVENT

On May 18, 2007, the Company entered into an Agreement and Plan of Merger with Champions Biotechnology, Inc. a publicly traded company. Champions Biotechnology, Inc. intends to engage in the acquisition and early stage development of a portfolio of new therapeutic drug candidates and also the acquisition and development of novel technologies that it hopes will improve methods of and approaches to disease treatment. Champions Biotechnology, Inc. issued 4,000,000 shares of its common stock to acquire Biomerk, Inc.

EX-99 4 cbi8ka_ex99-3.htm EXHIBIT 99.3 - UNAUDITED PRO FORMA CONDENSED CONSOLIDATED 01-31-07 ARIEL WAY, INC

Exhibit 99.3

CHAMPIONS BIOTECHNOLOGY, INC., AND SUBSIDIARIES
UNUADITED PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
JANUARY 31, 2007

CHAMPIONS BIOTECHNOLOGY, INC., AND SUBSIDIARIES

INDEX TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS

		PAGE(S)

Introduction to Unaudited Pro Forma Condensed Consolidated
	Financial Statements	1

Balance Sheet - January 31, 2007 (Unaudited)		2

Statement of Operations for the nine months ended
	January 31, 2007 (Unaudited)	3

Statement of Operations for the three months ended
	January 31, 2007 (Unaudited)	4

Notes to Financial Statements		5

CHAMPIONS BIOTECHNOLOGY, INC. AND SUBSIDIARIES
INTRODUCTION TO UNAUDITIED PRO FORMA CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS

On May 18, 2007, Champions Biotechnology, Inc. and Subsidiaries (“The Company”) entered into an Agreement and Plan of Merger under which Biomerk, Inc. was acquired by Champions Biotechnology, Inc. The Company issued 4,000,000 shares of its common stock to acquire all the assets, liabilities and 100% of the stock of Biomerk, Inc.

The acquisition of Biomerk, Inc. by the Company will be accounted for under the purchase method of accounting.

The accompanying unaudited pro forma condensed consolidated balance sheet as of January 31, 2007 has been presented with consolidated subsidiaries at January 31, 2007. The unaudited pro forma condensed consolidated statement of operations for the nine months ended January 31, 2007 and the condensed consolidated statement of income for the three months ended January 31, 2007 have been presented as if the acquisition had occurred September 6, 2006, the date of inception of Biomerk, Inc.

The unaudited pro forma condensed consolidated statements do not necessarily represent the actual results that would have been achieved had the companies been combined at the beginning of the periods, nor may they be indicative of future operations. These unaudited pro forma condensed financial statements should be read in conjunction with the companies’ respective historical financial statements and notes included thereto.

CHAMPIONS BIOTECHNOLOGY, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
JANUARY 31, 2007

ASSETS										(1)
			Champions							Pro
			Biotechnology, Inc.		Biomerk, Inc.	Note		Adjustments		Forma

Current Assets
Cash and cash equivalents		$	20,779	$	399,650		$	-	$	420,429
Interest Receivable			-		4,529			-		4,529
Prepaid expenses			-		25,202			-		25,202

	Total current assets		20,779		429,381			-		450,160

Goodwill			-		-	a		731,776		731,776

TOTAL ASSETS		$	20,779	$	429,381		$	731,776	$	1,181,936

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current Liabilites
Accounts payable		$	21,662	$	1,157				$	22,819
Other accrued expenses			311,563		-					311,563
Officer loans payable			43,693		-					43,693
Liability for stock to be issued			-		-	b				-

	Total current liabilities		376,918		1,157			-		378,075

TOTAL LIABILITIES			376,918		1,157			-		378,075

STOCKHOLDERS’ EQUITY (DEFICIT)
Common stock, $.001 par value; 50,000,000 shares authorized;
27,324,658 issued and outstanding			27,325		100	a & b		3,900		31,325

Additional paid-in capital			6,668,993		449,900	a & b		706,100		7,824,993

Accumulated deficit			(7,008,273)		(21,776)	a		21,776		(7,008,273)
Less: prepaid consulting			(44,184)		-					(44,184)

	Total stockholders’ equity (deficit)		(356,139)		428,224			731,776		803,861

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)		$	20,779	$	429,381		$	731,776	$	1,181,936

(1) Represents acquisition agreement of Biomerk, Inc. on May 18, 2007.

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

CHAMPIONS BIOTECHNOLOGY, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED JANUARY 31, 2007

					(1)
			Champions						Pro
			Biotechnology, Inc.		Biomerk, Inc.	Note	Adjustments		Forma

REVENUES		$	-	$	-			$	-

OPERATING EXPENSES
	General and adminstrative expenses		74,086		28,048				102,134

LOSS BEFORE OTHER INCOME			(74,086)		(28,048)				(102,134)

OTHER INCOME
	Interest income		-		6,272				6,272
	Total other income		-		6,272				6,272

LOSS BEFORE PROVISION FOR INCOME TAXES			(74,086)		(21,776)				(95,862)
	Provision for income taxes		-		-				-

NET LOSS APPLICABLE TO COMMON SHARES

(74,086)

(21,776)

(95,862)

BASIC AND DILUTED INCOME LOSS PER SHARE

(0.00)

(2.18)

WEIGHTED AVERAGE NUMBER

OF COMMON SHARES

20,489,493

10,000

(1) represents the activity from inception (September 6, 2006) to January 31, 2007

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

CHAMPIONS BIOTECHNOLOGY, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED JANUARY 31, 2007

			Champions						Pro
			Biotechnology, Inc.		Biomerk, Inc.	Note	Adjustments		Forma

REVENUES		$	-	$	-			$	-

OPERATING EXPENSES
	General and adminstrative expenses		37,198		20,405				57,603

LOSS BEFORE OTHER INCOME			(37,198)		(20,405)				(57,603)

OTHER INCOME
	Interest income		-		5,765				5,765
	Total other income		-		5,765				5,765

LOSS BEFORE PROVISION FOR INCOME TAXES			(37,198)		(14,640)				(51,838)
	Provision for income taxes		-		-				-

NET LOSS APPLICABLE TO COMMON SHARES

(37,198)

(14,640)

(51,838)


BASIC AND DILUTED LOSS PER SHARE	$	(0.00)	$	(1.46)

WEIGHTED AVERAGE NUMBER
OF COMMON SHARES		18,091,931		10,000	b

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

CHAMPIONS BIOTECHNOLOGY, INC., AND SUBSIDIARIES
NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS

The following unaudited pro forma adjustments are included in the accompanying unaudited pro forma condensed consolidated balance sheet as of January 31, 2007 and the unaudited pro forma condensed consolidated statement of operations for the nine months ended January 31, 2007 and the condensed consolidated statement of income for the three months ended January 31, 2007, to reflect the proposed combination of Champions Biotechnology, Inc., and Biomerk, Inc.

a.	To record the issuance of the 4,000,000 shares of Champions Biotechnology, Inc. common stock on May 18, 2007 in consideration for all the assets, liabilities and 100% of the shares of Biomerk, Inc.

To reflect shares issued on September 6, 2006 (date of inception) for Biomerk, Inc. instead of the actual date of issuance of May 14, 2007. The shares were issued on May 14, 2007 which represented a timing difference between when the cash was received and the date the Company had authorized them to be released for the cash.

-----END PRIVACY-ENHANCED MESSAGE-----