-----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, LurITWmKuGCc4KFGxPPquovcEpvHhR/MfjToYdWRCg5276nr497XNi77ItA6ra/i 0gQWr0hP71YkfcnujfySGw== 0000856979-02-000012.txt : 20020414 0000856979-02-000012.hdr.sgml : 20020414 ACCESSION NUMBER: 0000856979-02-000012 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20011231 FILED AS OF DATE: 20020225 FILER: COMPANY DATA: COMPANY CONFORMED NAME: YES CLOTHING CO CENTRAL INDEX KEY: 0000856979 STANDARD INDUSTRIAL CLASSIFICATION: WOMEN'S, MISSES', AND JUNIORS OUTERWEAR [2330] IRS NUMBER: 953768671 STATE OF INCORPORATION: CA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-18064 FILM NUMBER: 02557275 BUSINESS ADDRESS: STREET 1: 4695 MACARTHUR CT STREET 2: STE 530 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 9498332094 MAIL ADDRESS: STREET 1: 4695 MACARTHUR CT STREET 2: STE 530 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 10QSB 1 yes123101.txt YES 10-QSB FOR 12-31-01 SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q Quarterly Report Under Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the Quarter Ended December 31, 2001 Commission File Number 0 - 18064 BIOSECURE CORP. formerly YES CLOTHING COMPANY, INC. (Exact name of registrant as specified in its charter) Nevada - ------------------------------------------------------------------------------- (State or other jurisdiction of incorporation or organization) 95-3768671 - ------------------------------------------------------------------------------- (I.R.S. Employer I.D. No.) 4695 MacArthur Court, Suite 1450, Newport Beach, California 92660 (Address of principal executive offices, including zip code) (949) 475-6743 - ------------------------------------------------------------------------------- (Registrant's telephone number, including area code) N/A - ------------------------------------------------------------------------------- (Former Address, if changed since last report) (949) 833-2094 - ------------------------------------------------------------------------------- (Former telephone number, 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 shorter period that the Company was required to file such reports), and [2] has been subject to such filing requirements for the past 90 days. YES X NO APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of capital stock, as of the latest practicable date. Class Outstanding at February 20, 2002 ----------------------------- --------------------------------------- Common Stock, $.01 par value 42,318,158 BIOSECURE CORP. formerly YES CLOTHING COMPANY, INC. INDEX Page PART I Item 1. Financial Information Consolidated Balance Sheet .........................................3 Consolidated Statements of Operations and Comprehensive Loss........4 Consolidated Statements of Cash Flows...............................5 Notes to Consolidated Financial Statements..........................6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations...........................................12 Item 3. Quantitative and Qualitative Disclosures about Market Risk.........13 PART II. OTHER INFORMATION Item 1. Legal Proceedings..................................................13 Item 2. Changes in Securities..............................................13 Item 3. Defaults Upon Senior Securities....................................13 Item 4. Submission of Matters to a Vote of Security Holders................13 Item 5. Other Information..................................................13 Item 6. Exhibits and Reports on Form 8-K ..................................13 Signatures.........................................................14 2 BIOSECURE CORP. formerly YES CLOTHING COMPANY, INC. CONSOLIDATED BALANCE SHEET As of December 31, 2001 (Unaudited) ASSETS Current Assets Cash $ 1,730 Marketable Securities 2,804 Prepaid Expenses 178,978 Inventory 2,298 ------------- Total current assets 185,810 ------------- Goodwill - BioProtect (Notes 1 and 2) 838,161 ------------- Total assets $ 1,023,971 ============= LIABILITIES AND SHAREHOLDERS' DEFICIT Current Liabilities - Accounts payable $ 38,443 Accrued expenses 263,048 Due to affiliate 354,777 ------------- Total current liabilities 656,268 ------------- Shareholder's Equity: Common stock, $.001 par; 975,000,000 shares authorized; 40,068,158 issued and outstanding 40,068 Additional paid in capital 14,657,527 Accumulated other comprehensive loss (351) Accumulated deficit (14,329,541) ------------- Total shareholders' equity 367,703 ------------- $ 1,023,971 =============
See accompanying notes to these consolidated financial statements. 3 BIOSECURE CORP. formerly YES CLOTHING COMPANY, INC. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
For the For the Three Months Ended Nine Months Ended December 31, December 31, ---------------------- ---------------------- 2001 2000 2001 2000 ------------ --------- ------------ --------- (Unaudited) (Unaudited) Net sales $ - $ - $ - $ - Cost of goods sold 572 - 572 - ------------ --------- ------------ --------- Gross Profit (572) - (572) - Expenses: General and administrative 193,868 19,843 253,488 77,225 ------------ --------- ------------ --------- Operating loss (194,440) (19,843) (254,060) (77,225) Other income (expense) Interest Income 125 - 125 - Income tax expense - (800) (800) (1,600) ------------ --------- ------------ --------- Loss before extraordinary items (194,315) (20,643) (254,735) (78,825) ------------ --------- ------------ --------- Extraordinary gain from forgiveness of debt 1,409,737 - 1,409,737 971,000 ------------ --------- ------------ --------- Net Income (loss) 1,215,422 (20,643) 1,155,002 892,175 Other comprehensive income (loss): Unrealized loss on marketable securities (351) - (351) - ------------ --------- ------------ --------- Comprehensive income (loss) $ 1,215,071 $(20,643) $ 1,154,651 $892,175 ============ ========= ============ ========= Basic and diluted income (loss) per share: Loss from continuing operations $ (0.01) $ (0.11) $ (0.01) $ (0.54) Extraordinary gain 0.05 0.00 0.05 6.60 ------------ --------- ------------ --------- Net income (loss) $ 0.04 $ (0.11) $ 0.04 $ 6.06 ============ ========= ============ ========= Weighted average number of shares outstanding 28,406,635 185,656 28,406,635 147,129
See accompanying notes to these consolidated financial statements. 4 BIOSECURE CORP. Formerly YES CLOTHING COMPANY, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended December 31, 2001 2000 (Unaudited) (Unaudited) ----------------------- Cash Flows from Operating Activities: Net Income (loss) $ 1,155,002 $ 892,175 Reconciliation of net income (loss) to net cash used by operating activities: Gain on extinguishment of debt (1,409,737) (971,000) Issuance of common stock for services 76,097 - Fair market value of options granted 13,500 - Increase (decrease) in cash due to changes in operating assets and liabilities: Prepaid expenses 23,393 (800) Inventory (2,298) - Accounts payable 21,146 85,352 Accrued expenses - (3,887) ------------ ---------- Net cash (used) provided by operating activities (122,897) 1,840 ------------ ---------- Cash Flows from Investing Activities: Purchase of marketable securities (3,155) - ------------ ---------- Net cash used by investing activities (3,155) - Cash Flows from Financing Activities: Increase (decrease) in due to affiliate 127,782 (1,840) ------------ ---------- Net cash provided (used) by financing activities 127,782 (1,840) ------------ ---------- Net change in cash 1,730 - Cash, at beginning of period - - ------------ ---------- Cash, at end of period $ 1,730 $ - ============ ========== Non-Cash Financing Activities: Stock issued in satisfaction of accounts payable $ 87,900 $ - ============ ========== Stock issued in satisfaction of amounts due to affiliates $ 30,000 $ - ============ ========= Stock issued to purchase BioProtect $ 838,161 $ - ============ =========
See accompanying notes to these consolidated financial statements. 5 BIOSECURE CORP. Formerly YES CLOTHING COMPANY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1. Organization Yes Clothing Company, Inc. (the "Company") was incorporated on July 1, 1982, in the State of California. Through July 1997, the Company designed, manufactured and marketed a diversified line of apparel primarily for women and young men. The Company sold its garments throughout the United States and Canada to retail department stores, specialty chains and specialty stores. In June 1996, the Company's principal shareholder sold approximately 50% of the Company's outstanding shares to an individual who assumed the position of Chairman and Chief Executive Officer of the Company. In July 1997, due to a lack of trade credit and working capital, the Company temporarily suspended its operations pending receipt of additional capital or third party credit. In December 1997, the Company filed for protection from its creditors pursuant to Chapter 11 of the United States Bankruptcy Code. In March 1998, the Bankruptcy Court dismissed the Company's bankruptcy proceedings. In April 1998, the Company relinquished its rights to the YES(R) trademarks in connection with a purchase and sale agreement whereby an affiliate of the Company satisfied certain senior secured debt on behalf of the Company . In March 2001, the affiliate sold the license to an unrelated third party. On November 13, 2000, Yes California was merged into Yes Clothing Company, Inc. ("Yes Nevada" or "the Company"), a Nevada corporation formed by it on July 31, 2000. At that time, Yes Nevada exchanged one (1) share for every one hundred (100) shares of Yes California. The merger was recorded at historical costs since the companies were under common control, and all amounts, including share information, have been retroactively restated for the periods presented. In October 2000, NewBridge Captial, Inc. ("NBRG") converted 177,005 shares of the Company's Series A Preferred into 5,779,213 shares of common stock. These shares reverted to 57,792 after the reverse split in November, 2000. Upon issuance of the common shares, NBRG owned approximately 50% of the outstanding common shares of the Company. On May 8, 2001, the Company issued 967,472 shares of its common stock to various consultants and directors for their services rendered through March 31, 2001 valued at $117,934. The related expenses were accrued in the fourth quarter of fiscal year 2001. On June 7, 2001, the holders of the remaining 1,100,000 shares of the Preferred Stock converted their shares at the conversion rate of 32 65/100th shares into 35,915,000 shares of the Company's common stock. As a result of the exchange, NewBridge increased its holdings to 32,685,147 shares of common stock or 88.2% of the outstanding common shares and NuVen Limited Partnership increased its holdings to 3,265,000 shares of common stock or 8.8% of the outstanding common shares. 6 BIOSECURE CORP. Formerly YES CLOTHING COMPANY, INC. NOTES TO CONDSOLIDATED FINANCIAL STATEMENTS Note 1. Organization - continued On October 29, 2001, the Company's Board of Directors approved resolutions providing for the Amendment to the Company's Articles of Incorporation, specifically, changing the Company's name to BioSecure Corp. and, further, increasing the number of shares of authorized common stock from 75,000,000 to 975,000,000. On November 28, 2001, the Company entered into a stock purchase agreement to purchase BioProtect Corporation, a Nevada corporation, ("BioProtect") as a wholly owned subsidiary. The Company issued 2,000,000 shares of its common stock valued at $838,161 in exchange for the outstanding shares of BioProtect. The acquisition was accounted for as a purchase. On the date of acquisition, BioProtect had no tangible assets and was considered a development-stage company. Management believes that the excess purchase price over the net assets acquired should be allocated to goodwill. However, in accordance with Statement of Financial Accounting Standards No. 141 ("SFAS 141") Business Combinations as discussed below in Note 2, management has not obtained independent appraisal to determine the value of its intangible assets. The accompanying consolidated financial statements have been consolidated to reflect the operations of BioProtect from the date of acquisition. Note 2. Summary Of Significant Accounting Policies Going Concern The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States, which contemplates continuation of the Company as a going concern. The Company has experienced recurring losses since 1992. At December 31, 2001, the Company has liabilities in excess of assets totaling approximately $470,000. The positive shareholders' equity is the result of extraordinary gains from the write-off of $1,409,737 of debt. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management intends to satisfy or restructure its judgement payables totaling approximately $263,000, which contemplates that the Company will satisfy substantially all its obligations through the issuance of common stock, among other things. There are no assurances that the Company will be successful in satisfying or restructuring its debt and/or seeking capital to resume operations. No adjustments have been made to the accompanying financial statements as a result of these uncertainties. 7 BIOSECURE CORP. Formerly YES CLOTHING COMPANY, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS Unaudited Interim Financial Statements In the opinion of management, the unaudited financial statements include all adjustments (consisting of normal recurring accruals) necessary to present fairly the Company's results of operation for the three and nine months ended December 31, 2001 and 2000 and cash flows for the nine months ended December 31, 2001 and 2000. These results are not necessarily indicative of the results expected for the year ending March 31, 2002. The Company's Annual Report on Form 10-KSB for the year ended March 31, 2001 should be read in conjunction with this form 10-QSB. The Company is required to have its consolidated financial statements reviewed by its independent accountants prior to filing. As of the date of this report, our independent accountants were unable to complete their review of these financial statements because management has not evaluated the impact of Statement of Financial Accounting Standards No. 141 for acquisitions after June 30, 2001; specifically, the Company's acquisition of BioProtect, Inc. Management intends to obtain an appraisal to determine the allocation of the purchase price to tangible and intangible assets acquired. The Company will file an amendment to this Form 10-QSB when our independent accountants complete their review of these consolidated financial statements. Restatement of Shares Outstanding All historical share and per share amounts have been restated to reflect the one for one hundred exchange of shares resulting from the Company reincorporating in Nevada and effecting the merger on November 13, 2000 (See Note 1). Recent Accounting Pronouncements In June 2001, the Financial Accounting Standards Board finalized SFAS No. 141, Business Combinations, and No. 142, Goodwill and Other Intangible Assets. SFAS 141 requires the use of the purchase method of accounting and prohibits the use of the pooling-of-interests method of accounting for business combinations initiated after June 30, 2001. SFAS 141 also requires that the Company recognize acquired intangible assets apart from goodwill if the acquired intangible assets meet certain criteria. SFAS 141 applies to all business combinations initiated after June 30, 2001, and for purchase business combinations completed on or after July 1, 2001. It also requires, upon adoption of SFAS 142 that the Company reclassify the carrying amounts of intangible assets and goodwill based on the criteria in SFAS 141. SFAS 142 requires, among other things, that companies no longer amortize goodwill, but instead test goodwill for impairment at least annually. In addition, SFAS 142 requires that the Company identify reporting units for the purposes of assessing potential future impairments of goodwill, reassess the useful lives of other existing recognized intangible assets, and cease amortization of intangible assets with an indefinite useful life. An intangible asset with an indefinite useful life should be tested for impairment in 8 BIOSECURE CORP. Formerly YES CLOTHING COMPANY, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS accordance with the guidance in SFAS 121. SFAS 142 is required to be applied in fiscal years beginning after December 15, 2001, to all goodwill and other intangible assets recognized at that date, regardless of when those assets were initially recognized. SFAS 142 requires the Company to complete a transitional goodwill impairment test six months from the date of adoption. The Company is also required to reassess the useful lives of other intangible assets within the first interim quarter after adoption of SFAS 142. The Company is assessing, but has not yet determined, how the adoption of SFAS 141 and SFAS 142 will impact its financial and results of operations. The FASB issued Statement No. 143 "Accounting for Asset Retirement Obligations" establishes standards for the initial measurement and subsequent accounting for obligations associated with the sale, abandonment, or other type of disposal of long-lived tangible assets arising from the acquisition, construction, or development and/or normal operation of such assets. SFAS No. 143 is effective for years beginning after June 15, 2002, with earlier application encouraged. Management does not believe the adoption of this standard will have an effect on the Company's consolidated financial statements. The FASB also recently issued Statement No. 144, Accounting for the Impairment or Disposal of Long- Lived Assets. Statement No. 144 supersedes Statement No. 121 to supply a single accounting approach for measuring impairment of long-lived assets, including segment of a business accounted for as a discontinued operation or those to be sold or disposed of other than by sale. The Company must adopt Statement No. 144 in 2002. Management has not yet determined the impact from adopting this pronouncement on its financial statements. However, management does not believe the adoption of this standard will have an effect on the Company's consolidated financial statements since the Company has no significant long-lived assets. Note 3. Extraordinary Item In fiscal 1997, the Company filed a carryback claim for a refund of certain taxes paid in prior periods totaling approximately $971,000. The Company was notified in fiscal 1998 that the carryback claim was invalid and that the Company is obligated to repay such monies. Accordingly, the Company recorded a liability for the $971,000. The Company appealed the audit assessment and in the second quarter of fiscal 2001, entered into a settlement agreement with the IRS, whereby the assessment was reversed. As a result of the agreement, the Company recognized extraordinary income of $971,000 in the second quarter of fiscal 2001. During the current fiscal quarter, the Company wrote-off $916,952 of trade payables and $492,785 of accrued expenses. The California statute of limitations for unsecured creditors to bring legal action against a company for breach of contract is four years. The amounts written-off exceeded this time frame. An extraordinary gain from extinguishment of debt was recorded as result of this transaction. The total amount reported was $1,409,737. The Company has judgements of $263,048 filed against it. This amount is reflected in accounts payable. 9 BIOSECURE CORP. Formerly YES CLOTHING COMPANY, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS Note 4. Prepaid Expenses The Company issued 440,000 shares of common stock under the 2001 Stock Plan to a consulting firm under a twelve-month contract to perform media relations expiring on November 28, 2002. The market value of the stock issued was $0.37 per share for a total of $162,800. During the three months ended December 31, 2001, a total of $13,567 was charged to operations. The balance of $149,233 is included in prepaid expenses in the accompanying balance sheet. The Company issued a total of 169,000 shares of common stock under the 2001 Stock Plan to two consultants for services rendered. The market value of the stock issued was $0.37 per share for a total of $62,530. The Company issued 300,000 shares of common stock under the 2001 Stock Plan to an accounting firm for bookkeeping services rendered and to be rendered in the future for an affiliated company. The market value of the stock issued was $0.37 per share for a total of $111,000. The accounting firm applies proceeds from the sale of the stock received to outstanding fees rather than the value of the stock at the issuance date. On a periodic basis, the Company reconciles the number of shares still held by the firm to determine the prepaid expense balance. The difference is charged to operations. During the three months ended December 31, 2001, $8,152 of stock was sold and applied against the prepaid balance. As the Company has an outstanding balance owing to the affiliate company, future sales of the stock will be applied to the amounts owing to the affiliated company. At December 31, 2001, the outstanding balance due to the affiliate company was $92,332 and was applied to the prepaid balance. The balance of $10,516 is included in prepaid expenses in the accompanying balance sheet. The Company issued 91,000 shares of common stock under the 2001 Stock Plan to a legal firm for services rendered and to be rendered in the future. The market value of the stock issued was $0.37 per share for a total of $33,670. The legal firm applies proceeds from the sale of the stock received to outstanding fees rather than the value of the stock at the issuance date. On a periodic basis, the Company reconciles the number of shares still held by the firm to determine the prepaid expense balance. The difference is charged to operations. The Company had a prepaid balance of $16,926 for shares issued in May 2001. At December 31, 2001, $31,367 of outstanding legal fees was applied against the prepaid amount. The balance of $19,229 is included in prepaid expenses in the accompanying balance sheet. Note 5. Related Party Transaction NewBridge Capital Inc., a Nevada corporation and the Company's majority shareholder ("NewBridge"), will guarantee the distributions of BioProtect under a marketing agreement ("Marketing Agreement") with NBT Technologies LLC, a California limited liability company ("NBT"). In consideration for NewBridge guaranteeing BioProtect's obligations under the Marketing Agreement with NBT, the Company will agree to issue to NewBridge 2,000,000 shares of a newly-created class of Preferred Stock, designated Series B Preferred Stock of the Company. As part of the marketing agreement, an option 10 BIOSECURE CORP. Formerly YES CLOTHING COMPANY, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS agreement was signed with NBT whereby NBT has the option to purchase a total of 2,000,000 shares of the Company's common stock on a graduated basis of 500,000 shares at a time at a price ranging from $0.25 per share to $1.00 per share and expire in one year. The market value of the shares at the grant date was $0.205, and based on the Black-Scholes model, the fair market value of these options was $13,500 and was charged to operations. Note 6. Other Transactions The Company also signed a finder's fee agreement with an unrelated party for the introduction of BioProtect to the Company. The finder's fee was $30,000 and is included as an expense in these financial statements. The fee is to be paid with 2,000,000 shares of the Company's common stock. The stock was not issued until January 2002. In addition, an option agreement was signed with the finder to purchase a total of 2,000,000 shares of the Company's common stock on a graduated basis of 500,000 shares at a time at a price ranging from $0.25 per share to $1.00 per share and expire in one year. The market value of the shares at the grant date was $0.015, and based on the Black-Scholes model, the fair market value of these options was $0. Note 7. Subsequent Events In January 2002, the Company entered into an agreement with Airtech International Group, Inc., a Wyoming corporation ("AIRG") to form a new company, AirSecure LLC, a Nevada Limited Liability Company ("AirSecure") as a joint venture with an equal equity interest in AirSecure. 11 Item 2: Management's Discussion and Analysis of Financial Condition And Results of Operations Results of Operations Quarter Ended December 31, 2001 versus December 31, 2000 In July 1997, due to a lack of trade credit and working capital, we temporarily suspended our operations pending receipt of additional capital or third party credit. We began liquidating our inventory and other assets at below cost. On December 17, 1997, we filed for protection from our creditors pursuant to Chapter 11 of the United States Bankruptcy Code. In March 1998, we were dismissed from our bankruptcy proceedings. There were no operations during the third quarter ended December 31, 2001 and 2000. As a result, there were no revenues. For the month of December 2001, BioProtect incurred $572 in costs of goods sold. Total general and administrative expenses for the third quarter were $194,000 in fiscal 2002 as compared to $20,000 in fiscal 2001. The increase in expenses is attributed mainly to the consulting expenses of $76,000 paid with stock issuances, the $30,000 finder's fee, and $32,000 of BioProtect expenses. Nine Months Ended December 31, 2001 versus December 31, 2000 There were no operations during the nine months ended December 31, 2001 and 2000. As a result, there were no revenues. For the month of December 2001, BioProtect incurred $572 in costs of goods sold. Total general and administrative expenses for the nine months were $253,000 in fiscal 2002 as compared to $77,000 in fiscal 2001. The increase in expenses is attributed mainly to the consulting expenses of $76,000 paid with stock issuances, the $30,000 finder's fee, and $32,000 of BioProtect expenses. Extraordinary Item As noted in Note 3, as a result of writing off certain payables and accrued expenses for which the statute of limitations expired, the Company recognized extraordinary income of $1,410,000 in the third quarter of fiscal 2002. In the second quarter of 2001, the Company recognized extraordinary income of $971,000 from the settlement of an agreement with the IRS. Capital Resources and Liquidity The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States, which contemplates continuation of the Company as a going concern. The Company has experienced recurring losses since 1992. At December 31, 2001, the Company has liabilities in excess of assets totaling approximately $470,000. The positive shareholders' equity is the result of extraordinary gains from the write-off of $1,409,737 of debt. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management intends to satisfy or restructure its judgement payables totaling approximately $263,000, which contemplates that the Company will satisfy substantially all its obligations through the issuance of common stock, among other things. There are no assurances that the Company will be successful in satisfying or restructuring its debt and/or seeking capital to resume operations. 12 Item 3. Quantitative and Qualitative Disclosures about Market Risk N/A PART II.OTHER INFORMATION Item 1. Legal Proceedings No change from that which was reported in the Form-10KSB for the year ended March 31, 2001. Item 2. Changes in Securities In October 2001, the Board of Directors approved a resolution to increase the number of authorized shares from 75,000,000 to 975,000,000. Item 3. Defaults Upon Senior Securities None. Item 4. Submission of Matters to a Vote of Security Holders None. Item 5. Other Information On January 4, 2002, the Company filed Definitive Schedule 14-C notifying its shareholders of the name change to BioSecure Corp. The name change was effective January 24, 2002. Item 6. Exhibits and Reports on Form 8-K The purchase of BioProtect was reported on Form 8-K on January 9, 2002. 13 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. BIOSECURE CORP. Formerly YES CLOTHING COMPANY, INC. Dated: February 25, 2002 By: /s/ Fred G. Luke ----------------------------------- Fred G. Luke Director 14 -----END PRIVACY-ENHANCED MESSAGE-----