8-K 1 form8-k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 23, 2004 Bioaccelerate Holdings, Inc. _____________________________________________________ (Exact name of registrant as specified in its charter) Nevada 333-43126 87-0650219 _________________________________________________________________________ (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 712 Fifth Avenue, 19th Floor New York, NY 10019 _________________________________________ (Address of principal executive offices) Registrant's telephone number, including area code(212)897-6849 ________________________________ Mobile Design Concepts, Inc., 311 South State Street, Suite 440, Salt Lake City , Utah 84111 (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)) Section 1- Registrant's Business and Operations Item 1.01 Entry into a Material Definitive Agreement. The Registrant has previously reported that it entered into an Agreement effective August 6, 2004. Wherein it agreed, subject to certain conditions, to acquire all of the outstanding common stock of Bioaccelerate, Inc., a Delaware Corporation, in exchange for 32,325,000 common shares of the Registrant. This transaction (the "Acquisition") was completed on September 23, 2004, along with the effectuation of a 3.5 to 1 reverse split of the Registrant's outstanding common stock reducing its pre-acquisition outstanding common shares from 4,812,800 to 1,375,085. After the issuance of the 32,325,000 shares in the Acquisition, the Registrant has 33,700,085 shares of its common stock issued and outstanding. The Registrant also (1) changed its corporate name from Mobile Design Concepts, Inc. to Bioaccelerate Holdings, Inc., (2) changed its corporate address to New York , and (3) had a complete change of corporate officers and directors. Section 2- Financial Information Item 2.01 Completion of Acquisition or Disposition of Assets. See item 1.01 above. The parties to the Acquisition were unrelated third parties prior to the completion of the Acquisition and the terms thereof were negotiated on an arms- length basis. Item 2.02 Results of Operations and Financial Condition. Management's Financial Plan of Operation and Financial Statements for Bioaccelerate, Inc., are attached hereto as Exhibits. Section 3- Securities and Trading Market Item 3.02 Unregistered Sales of Equity Securities. Pursuant to the Acquisition described in Section 1 hereof, the Registrant issued 32,325,000 common shares to the shareholders of Bioaccelerate, Inc., in a nonpublic issuance exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(1), Section 4(6) and/or Regulation D. The shareholders were all accredited investors. Section 5- Corporate Governance and Management Item 5.01 Changes in Control of Registrant. Pursuant to the term of the Acquisition described in Section 1 hereof, the sole outstanding officer and director of the Registrant resigned effective September 23, 2004 and a new Board of Directors was elected and new officers were appointed. The names, positions and background information for new management is set forth herein in Exhibit 9-A. Also as a part of the Acquisition, the Registrant issued 32,325,000 shares to the shareholders of Bioaccelerate, Inc., which constitutes voting control of the Registrant. As a part of the Acquisition, Lynn Dixon resigned as the sole officer and director of the Registrant and the following two persons were appointed as the principal executive, financial, operating, and accounting officers of the Registrant. Name Positions Lee Cole CEO, President & Director Linden Boyne CFO, Secretary-Treasurer & Director All other officers and directors of the Registrant are set forth in Exhibit 9-A, attached hereto. Item 5.03 Amendments to Articles of Incorporation or Bylaws. The Registrant amended its articles of incorporation on September 23, 2004, to change its corporate name to Bioaccelerate Holdings, Inc., and to put of record the 3.5 to 1 reverse stock split effective September 23, 2004. A copy of the amendment is attached hereto as Exhibit, 9-B. Section 9- Financial Statements and Exhibits. The following financial statements are filed as a part of this report: (a) Audited Financial Statements as of May 31, 2004, and May 31, 2003, and for the periods then ended, on behalf of Bioaccelerate, Inc. (b) Proforma financial statements reflecting the Acquisition are attached hereto. (c) The following exhibits are attached hereto. (i) Exhibit 9-A Business Disclosures Regarding Bioaccelerate, Inc. (ii) Exhibit 9-B Articles of Incorporation of Registrant. (iii) Exhibit 9-C Amendment to Agreement and Plan of Reorganization. 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. Bioaccelerate Holdings, Inc. Date: September 24, 2004 by: /s/ Lee Cole Lee Cole, CEO, President & Director Bioaccelerate, Inc. 32 Haymarket London, UK, SW1Y 4TP To the Board of Directors and Stockholders of Bioaccelerate, Inc. I have audited the accompanying balance sheet of Bioaccelerate, Inc., (a development stage company) as of May 31, 2004, May 31, 2003 and from Inception to May 31, 2004 and the related statements of loss, cash flows and stockholders equity, for the years ending May 31, 2004, May 31, 2003 and from Inception to May 31, 2004.These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audit. I conducted my audit in accordance with generally accepted auditing standards. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made my management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion. In my opinion the financial statements referred to above present fairly, in all material respects, the financial position of Bioaccelerate, Inc. as of May 31, 2004, May 31, 2003 and from Inception to May 31, 2004 and the results of its operations and its cash flows for the years ending May 31, 2004, May 31, 2003 and from Inception to May 31, 2004 in conformity with generally accepted accounting principles. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. F.E. Hanson, Ltd Arlington, VA. August 31, 2004 BIOACCELERATE, INC. 1 (A Development Stage Company) CONSOLIDATED BALANCE SHEET As of As of May 31,2004 May 31,2003 ------------ ------------ ASSETS Current Assets Cash $ 1,076,462 $ 0 Marketable Securities 16,875,000 0 Accounts receivable 547,762 3 ------------ ------------ Current Assets 18,499,217 3 Investments in affiliates 3,651,162 0 Plant, property and equipment 47,888 0 Intangibles 16,331202 0 ------------ ------------ TOTAL ASSETS $ 38,529,469 $ 3 ============ ============ LIABILITIES AND SHAREHOLDERS EQUITY Current Liabilities Accounts Payable $ 1,062,211 $ 883,656 Accrued Expenses 192,351 0 ------------ ------------ Total Current Liabilities 1,254,562 883,656 Other Liabilities Loan Payable 1,242,783 0 Deferred income taxes 6,800,000 0 Minority Interest 6,820,830 0 ------------ ------------ TOTAL LIABILITIES $ 16,118,175 $ 883,656 Stock Equity Common Stock. $.001 par value Authorized 25,000,000 Shares, Issued and Outstanding 24,893,114 and 2 shares 24,893 3 Additional Paid in Capital 15,420,930 0 Deficit Accumulated During the Development Stage (2,948,902) (848,664) Other Comprehensive Income 9,914,373 (34,992) ------------ ------------ Total Stockholders Equity 22,411,294 (883,653) TOTAL LIABILITIES AND STOCKHOLDERS EQUITY $ 38,529,469 $ 3 ============ ============ The accompanying notes and accountants report are an integral part of these financial Statements 2 BIOACCELERATE, INC. (A Development Stage Company) CONSOLIDATED STATEMENT OF INCOME (LOSS)

The accompanying notes and accountants report are an integral part of these financial Statements. 3 BIOACCELERATE, INC. (A Development Stage Company) CONSOLIDATED STATEMENTS OF CASH FLOWS

The accompanying notes are an integral part of these financial statements. 4 BIOACCELERATE INC - SUCCESSOR TO BIOACCELELERATE LIMITED (A development stage company) Consolidated Stockholders' Equity Statement For the periods to May 31,2004

5 BIOACCELERATE, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS May 31,2004 NOTE 1 - NATURE OF BUSINESS DESCRIPTION OF COMPANY: Westminster Medical, Inc. (the "Company") is a for-profit corporation incorporated under the laws of the State of Delaware on December 29,1995 as Tallman Supply Corp. On January 14, 1999 the Company changed its name to Westminster Auto Retailers, Inc. On July 25, 2003 the Company changed its name to Bioaccelerate, Inc. The Company is in a development stage examining opportunities in both start up and emerging companies in the biopharmaceutical sector. On August 31, 2003 the stockholders agreed to a 5 to 1 reverse split of the issued share capital., reducing the common stock from 5 million to 1 million.shares. The Company acquired Pharma Manufacturing Services Limited (PMSL) on September 1st 2003 by the issue of 18,000,000 post reverse split shares to the stock holders of that company. The effect was to transfer operational control of the Company to the former shareholders and Directors of Pharma Manufacturing Services Limited, making PMSL the acquirer for accounting purposes. PMSL subsequently changed its name to Bioaccelerate Limited. Bioaccelerate Inc. was formed to take advantage of the burgeoning biopharmaceutical marketplace through the development of compounds and also companies that will commercialize those compounds. The Companies in which it currently has equity interests focus on five medical areas, being Cancer, Cardiovascular, Lifestyle, Central Nervous System, and Anti-viral, all areas with a current combined market value of $200 billion. Bioaccelerate is a company that acquires and develops pharmaceutical assets, both corporate and physical. As at May 31, 2004 the Company has investments in 15 companies, 3 quoted biopharmaceutical companies and majority equity interests in 12 private Biopharmaceutical companies. Ten of the companies referred to were founded by PMSL. They are all private, development stage companies involved in licensing technology, that is then developed. In addition to the equity interests in the twelve private companies above, The Company also has, through its acquisition on September 1 2003 of Bioaccelerate Ltd, formerly Pharma Manufacturing Services Ltd, an option to purchase 500,000 shares of Common stock of Bioenvision Inc, an AMEX quoted corporation. The option was granted at $1.25 per share and has been valued in the balance sheet at the excess of the value based on the market price ruling on the accounts date ($9.70) over the value at the option price, a total of $4,225,000 at May 31 2004. Any unrealized gain or loss during the period is reported in accumulated other comprehensive losses in the stockholders equity. The Company also acquired shares in two quoted companies, Enhance Biotech Inc and Evolve Oncology Inc. Enhance Biotech Inc (EBOI), which has a number of lifestyle compounds under development, is a 27.2% affiliate of the Company and is accounted for under the equity method. The Company owns 7,496,760 shares, which were quoted at $3.30 on May 31, 2004 This investment is carried at cost of $4,001,815 less the Company's proportional share of the losses incurred in the period of $362,441. In addition the Company holds 5,500,000 options and warrants to acquire shares of Enhance Biotech, Inc. at an exercise price of $1. The options are exercisable through February 12, 2008 and the warrants are exercisable through May 20, 2009. The options and warrants are carried in the balance sheet at the excess of the value at market price over the value at the option and warrant price, which amounted to $12,650,000 at May 31 2004. Any unrealized gain or loss over the accounting period was reported in accumulated other comprehensive income. 5 Evolve Oncology Inc holds licenses to develop a number of cancer treatment compounds its common stock was quoted at $4.15 on May 31, 2004. The Company currently holds 23,857,000 common shares, representing 55 percent of Evolves total issued stock at May 31 2004, and has held a majority interest since February 2, 2004 following Evolve's issue of 4,500,000 shares for the acquisition of Antibody Technology Inc. Therefore the accounts of Evolve Oncology Inc have been consolidated with effect from that date and included in the Company's Balance Sheet at a net value of $8,336,567 after eliminating minority interests. NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES A. BASIS OF PRESENTATION: These consolidated financial statements include the accounts of Bioaccelerate, Inc. and its subsidiaries (the Company), with appropriate eliminations of inter-company balances and transactions. The financial statements are prepared on the accrual basis of accounting. Accordingly revenue is recognized when earned and expenses when incurred. B. USE OF ESTIMATES: The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual reports could differ from those estimated. Significant estimates in the financial statements include the assumption that the Company will continue as a going basis. C CERTAIN RISKS AND UNCERTAINTIES: The Company is subject to risks common to companies in its industry, Including, but not limited to, new technological innovations, dependence on key personnel, protection of proprietary Technology, compliance with government regulations, uncertainty of market acceptance of products, product liability and the need to obtain financing. D PRINCIPLES OF CONSOLIDATION: The consolidated financial statements include the Assets and liabilities of the majority owned subsidiaries, adjusted to allow for minority interests. All significant inter- company transactions have been eliminated E CONCENTRATIONS of CREDIT RISK: The Company has no significant off balance sheet Concentrations of credit risk such as foreign exchange contracts, option contracts or other foreign Hedging arrangements. F CASH AND CASH EQUIVALENTS: For the purpose of these financial statements, the Company considers all highly liquid debt instruments purchased and realisable within three months or less to be cash equivalents to the extent that they are not held for investment purposes. G MARKETABLE SECURITIES: The Company has classified its marketable securities as available for sale in accordance with Statement of Financial Accounting Standard ("SFAS") No.130, "Accounting for Certain Investment in Debt and Equity Securities". The marketable securities are reported at fair value with unrealized gains and losses recorded as a separate component of stockholders' equity net of tax. The specific identification method is used to determine gains and losses when securities are sold. H FAIR VALUE OF FINANCIAL INSTRUMENTS: The carrying amounts of certain of the Company's financial instruments, including cash and cash equivalents and accounts payable approximate fair value due to their short maturities. Based on borrowing rates currently available to the Company for loans with similar terms, the carrying value of its debt obligations approximate fair value. 7 I RESEARCH AND DEVELOPMENT: Costs and expenses that are clearly identified as research and development are charged to expense as incurred in accordance with FASB statement No. 2 "Accounting for Research and Development ". J FOREIGN CURRENCY TRANSLATION: The Company's primary functional currency is the British Pound. Assets and liabilities are translated using the exchange rates in effect at the balance sheet date. Expenses are translated at the average exchange rates prevailing during the year. Translation gains or losses not reflected in earnings are reported in accumulated other comprehensive losses in the stockholders equity. The translation adjustment amounted to a a gain of $120,071 in this accounting period. K DEPRECIATION POLICY: The Company depreciates its assets over their useful lives on The following basis:- Tangible assets at 25% per annum,of the net book value of the assets. Intangible assets are subject to an annual review for impairment as required under SFAS 144. L MINORITY INTERESTS: Minority Interests represent the interest of third parties in the net assets of certain subsidiary companies. M LONG-LIVED ASSETS: The Company periodically reviews the value of long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of the future undiscounted cash flows arising from the assets with the carrying valued of the asset. If impairment is indicated, the asset is written down to its estimated fair value on a discounted cash flow basis. N INCOME TAXES: The Company recognizes deferred tax liabilities and assets for the expected futures tax consequences of events that have been included in the financial statements or tax returns. Deferred tax liabilities and assets are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance is established if it is more likely than not that all or a portion of the deferred tax asset will not be realized. Accordingly, a valuation allowance has been established for the full amount of the deferred tax asset. O NET LOSS PER SHARE: Basic net loss per share is computed using the weighted average number of shares of common stock outstanding. NOTE 3 - GOING CONCERN The Company's financial statements have been prepared on the basis of the accounting principles applicable to a going concern which assumes that the Company will continue in operation however its longer term prospects are dependent upon raising additional capital, and ultimately, having net income. The Company's limited operating history, including its losses and no revenues, primarily reflect the operations of its early stage. As a result, the Company had from time of inception to May 31,2004 no revenue and a net loss from operations of $(2,948,902). As of May 31,2004, the Company had net capital of $22,411,294 due to issuance of stock. The Company will require additional capital principally to fund its expansion program, for general and administrative expenses and to fund costs associated with start ups. It is not anticipated that the Company will be able to meet its financial obligations through internal net revenue in the foreseeable future. Therefore, future sources of liquidity will be limited to the Company's ability to obtain additional debt or equity funding. 8 NOTE 4 - NON-CASH FINANCIAL TRANSACTIONS Non-cash financing transactions consisting of the cost of contributed services, contributed rent and the related additional paid in capital contributed by shareholders have been included in expenses and additional paid in capital, respectively, in the accompanying financial statements. NOTE 5 - LEGAL MATTERS As of the date of this report the Directors have no knowledge of any pending or threatened legal proceedings. NOTE 6 - MERGER WITH PHARMA MANUFACTURING SERVICES LIMITED On September 1,2003 Bioaccelerate, Inc. acquired all of the outstanding shares of Pharma Manufacturing Services Limited, a privately held company incorporated under the laws of the United Kingdom. In connection with the merger transaction, the company issued 18,000,000 shares of common stock. Pharma Manufacturing is a development stage company that acquires and develops pharmaceutical compounds and products. The company funds the development of early-stage compounds and Phase II/III clinical development. On the acquisition date the company had a majority equity interest in nine biotech companies that are developing new drugs in five therapeutic areas; Cancer, Cardiovascular, Lifestyle, Central Nervous System, and Anti-Infective. On the acquisition date Pharma Manufacturing owned: An option to purchase 500,000 shares of common stock of Bioenvision, Inc., an American Stock Exchange listed company. The option was granted at $1.25 per share and Pharma Manufacturing carried the investment at no cost; An investment in Enhance Biotech, Inc. including 3,321,750 common shares and a warrant to purchase 1,500,000 common shares at $1.00 per share (adjusted for 3:2 stock split), carried at no cost; and An investment of 14,250,000 common shares of Evolve Oncology, Inc. (adjusted for 2:1 stock split) carried at par value of $.001). NOTE 7 - LOAN PAYABLE The Company has a $1,242,783 loan secured by all the assets and future assets of the Company with an interest rate equal to the Applicable Federal Rate, as defined in Section 1247(d) of the internal Revenue Code. This amount has been drawn against a total facility of $2.5 million provided by Technology Finance Inc. As of May 31,2004, the interest rate was 1.5%. The loan matures in two years or upon the earlier closing of a transaction, or series of related transactions, in which the Company receives at least $15 million of gross proceeds of either a debt or equity financing or if there is a Change of Control. A Change of Control is defined as a merger, consolidation or any other combination of the Company with another entity, the sale of all or substantially all of the assets of the Company, or the purchase of 25% of the voting stock of the Company in a single transaction or a series of related transactions. Under the terms of the loan the loan can be capitalized, in whole or in part, at any time at the price of the last equity placement the company has conducted , at the option of the lender, at any time during the term of the facility. NOTE 8 - INVESTMENT IN AFFILIATES Operating results include the Company's proportionate share of loss from affiliates, which consist of an unconsolidated investment accounted for under the equity method of accounting. As of May 31,2004 the Company owned 7,496,760 9 shares or 27.2% of Enhance Biotech, Inc., a publicly held company. The Company recorded a loss of $362,441 for the year ended May 31, 2004 and carried the investment at $3,651,162 on the balance sheet. NOTE 9 - PROPERTY AND EQUIPMENT Year Ended Year Ended May 31,2004 May 31,2003 Computers, software, and office Equipment $ 50,480 $ -0- Less: accumulated depreciation 2,592 -0- ----------- --------- Property and Equipment; net 47,888 -0- ----------- --------- The equipment has a useful life of four years and depreciation expense was $2592 for the year ended May 31,2004. NOTE 10 - STOCKHOLDER'S EQUITY On September 1,2003 the Company issued 18,000,000 shares of common stock in connection with the merger with Pharma Manufacturing Services Limited, a privately held company. On September 1,2003 the Company issued 625,014 shares in satisfaction of $1,562,535 of past due liabilities. In February 2004 the Company sold 5,100,000 shares at $1.00 per share and received net proceeds of $4,816,781 after payment of underwriting discounts and commissions and other expenses. NOTE 11 - COMMITMENTS AND CONTINGENCES The Company has offices in New York and London, England. Bioaccelerate Inc holds a licence to occupy 1,000 square feet of offices at 712, Fifth Avenue, 19th Floor, New York at a cost of $9,000 per month. Bioaccelerate Limited occupies 5,000 square feet of offices at Savannah House, Charles II Street, London. The premises are held on a three year lease from July 28, 2004,with an optional break at half term, at a rent of $11,500 per month. Part of the space is currently sublet on monthly licences generating income of $18,000 per month including contributions to rates and service charges. NOTE 12 - INCOME TAXES Deferred income taxes are recognized for the extended future tax consequences attributable to that increased value of Marketable Securities. NOTE 13 - SUBSEQUENT EVENTS On August 6, 2004, Technology Finance Inc excerised its option to convert $2.5m of loans into equity as per the terms of their loan agreement with the company. On August 12, 2004, Enhance Biotech, Inc., a publicly held company and 27.2% owned equity investment, signed a definitive merger agreement with Ardent Pharmaceuticals, Inc., the world's leader in discovering and developing delta compounds. Bioaccelerate, Inc. owns 7,496,760 common shares or 27.2% of the company and also owns a warrant to purchase 5,500,000 at $1.00 per share. 10 Under the terms of the agreement the Enhance shareholders will retain 55% of the stock in the merged entity. 11 MOBILE DESIGN CONCEPTS, INC. AND BIOACCELERATE, INC. PROFORMA CONDENSED COMBINED FINANCIAL STATEMENTS [Unaudited] The following unaudited proforma condensed combined balance sheet aggregates the balance sheet of Mobile Design Concepts, Inc. (a Nevada corporation) ("PARENT") as of June 30, 2004 and the balance sheet of Bioaccelerate, Inc. (a Delaware corporation) ("SUBSIDIARY") as of May 31, 2004, accounting for the transaction as a reorganization of SUBSIDIARY in a manner similar to a reverse purchase with the issuance of common stock of the PARENT for all the issued and outstanding shares of the SUBSIDIARY and using the assumptions described in the following notes, giving effect to the transaction, as if the transaction had occurred as of the end of the period. The transaction was not completed as of June 30, 2004. The following unaudited proforma condensed combined statement of operations combines the results of operations of PARENT for the twelve months ended June 30, 2004 and the results of operations of SUBSIDIARY for the year ended May 31, 2004 as if the transaction had occurred at the beginning of the periods. The proforma condensed combined financial statements should be read in conjunction with the separate financial statements and related notes thereto of PARENT and SUBSIDIARY. These proforma financial statements are not necessarily indicative of the combined financial position, had the acquisition occurred at the end of the periods indicated above, or the combined results of operations which might have existed for the periods indicated or the results of operations as they may be in the future. MOBILE DESIGN CONCEPTS, INC. AND BIOACCELERATE, INC. PROFORMA CONDENSED COMBINED BALANCE SHEET June 30, 2004 ASSETS [Unaudited] Mobile Design Concepts, Inc. Bioaccelerate, Proforma June 30, 2004 Inc. May 31, 2004 Increase Proforma [PARENT] [SUBSIDIARY] (Decrease) Combined ____________ _________________ __________ ____________ ASSETS: Cash $ 25,294 $ 1,076,455 $ $ 1,101,749 Marketable securities - 16,875,000 16,875,000 Accounts receivable - 547,762 547,762 Investments in affiliates - 3,651,162 3,651,162 Plant, property and equipment - 47,888 47,888 Intangibles - 16,331,202 16,331,202 Investment in [B] 32,325 subsidiary - - [C](32,325) - ____________ _________________ __________ ____________ $ 25,294 $ 38,529,469 $ - $ 38,554,763 ____________ _________________ __________ ____________ LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES: Accounts payable $ 475 $ 1,062,211 $ $ 1,062,686 Accrued expenses - 192,351 192,351 Loan payable - 1,242,783 1,242,783 Deferred income taxes - 6,800,000 6,800,000 Minority interest - 6,820,830 6,820,830 ____________ _________________ __________ ____________ Total Liabilities 475 16,118,175 - 16,118,650 ____________ _________________ __________ ____________ STOCKHOLDERS' EQUITY: Preferred stock - - - [A] (3,438) [B] 32,325 Common stock 4,813 24,893 [C](24,893) 33,700 Additional paid [A] 3,438 in capital 68,770 15,420,930 [C](56,196) 15,436,942 Deficit accumulated during development stage (48,764) (2,948,902)[C] 48,764 (2,948,902) Other Comprehensive Income - 9,914,373 9,914,373 ____________ _________________ __________ ____________ Total Stockholders' Equity 24,819 22,411,294 - 22,436,113 ____________ _________________ __________ ____________ $ 25,294 $ 38,529,469 $ - $ 38,554,763 ____________ _________________ __________ ____________ See Notes To Unaudited Proforma Condensed Financial Statements. MOBILE DESIGN CONCEPTS, INC. AND BIOACCELERATE, INC. PROFORMA CONDENSED COMBINED STATEMENT OF OPERATIONS [Unaudited] Mobile Design Concepts, Inc. Bioaccelerate, Proforma June 30, 2004 Inc. May 31, 2004 Increase Proforma [PARENT] [SUBSIDIARY] (Decrease) Combined ____________ _________________ __________ ____________ REVENUE $ - $ - $ $ - ____________ _________________ __________ ____________ EXPENSES: General and administrative 6,560 1,180,681 1,187,241 Research and development - 717,694 717,694 ____________ _________________ __________ ____________ Total Expenses 6,560 1,898,375 1,904,935 ____________ _________________ __________ ____________ INCOME (LOSS) FROM OPERATIONS (6,560) (1,898,375) (1,904,935) ____________ _________________ __________ ____________ OTHER INCOME (EXPENSE) Equity in losses of affiliate - (362,441) (362,441) Minority interest - 160,578 160,578 ____________ _________________ __________ ____________ Total Other Income (Expense) - (201,863) (201,863) INCOME (LOSS) FROM OPERATIONS BEFORE PROVISION FOR TAXES (6,560) (2,100,238) (2,106,798) PROVISION FOR INCOME TAXES - - - ____________ _________________ __________ ____________ INCOME (LOSS) FROM CONTINUING OPERATIONS (6,560) (2,100,238) (2,106,798) ____________ _________________ __________ ____________ DISCONTINUED OPERATIONS: Loss from operations of discontinued bison breeding business - - - ____________ _________________ __________ ____________ NET INCOME (LOSS) $ (6,560) $ (2,100,238)$ - $ (2,106,798) ____________ _________________ __________ ____________ BASIC NET (LOSS) PER COMMON SHARE $ (.06) ____________ See Notes To Unaudited Proforma Condensed Financial Statements. MOBILE DESIGN CONCEPTS, INC. AND BIOACCELERATE, INC. NOTES TO PROFORMA CONDENSED COMBINED FINANCIAL STATEMENTS [Unaudited] NOTE 1 - MOBILE DESIGN CONCEPTS, INC. Mobile Design Concepts, Inc. ["PARENT"] was organized under the laws of the State of Nevada on March 10, 2000. PARENT was formed to design, manufacture, and lease mobile kiosks and other structures. The Company discontinued its mobile kiosk business effective December 31, 2002 and has been considering other business opportunities since that time. NOTE 2 - BIOACCELERATE, INC. Bioaccelerate, Inc. ["SUBSIDIARY"] was organized under the laws of the State of Delaware on December 29, 1995 as Tallman Supply Corp. On January 14, 1999, SUBSIDIARY changed its name to Westminister Auto Retailers, Inc. and on July 25, 2003, SUBSIDIARY changed its name to Bioaccelerate, Inc. SUBSIDIARY plans to acquire and develop pharmaceutical assets, both corporate and physical. NOTE 3 - PROFORMA ADJUSTMENTS On September 23, 2004, SUBSIDIARY was acquired by PARENT pursuant to an Agreement and Plan of Reorganization signed August 6, 2004. The agreement called for PARENT to issue up to 32,325,000 post-split shares of common stock to the shareholders of SUBSIDIARY for at least 80% and up to 100% of the outstanding shares of SUBSIDIARY's common stock in a transaction wherein SUBSIDIARY would became a wholly- owned subsidiary of PARENT. PARENT expects to acquire 100% of SUBSIDIARY. The ownership interests of the former owners of SUBSIDIARY in the combined enterprise will be greater than that of the ongoing shareholders of PARENT and, accordingly, the management of SUBSIDIARY will assume operating control of the combined enterprise. Consequently, the acquisition is accounted for as the recapitalization of SUBSIDIARY, wherein SUBSIDIARY purchased the assets of PARENT and accounted for the transaction as a reverse purchase for accounting purposes. Proforma adjustments on the attached financial statements include the following: [A]To record the 3.5-for-1 reverse stock split. [B]To issue 32,325,000 shares of common stock pursuant to the Agreement and Plan of Reorganization. [C]To eliminate the equity accounts of SUBSIDIARY and to eliminate the accumulated deficit of PARENT to reflect the purchase by SUBSIDIARY for accounting purposes. MOBILE DESIGN CONCEPTS, INC. AND BIOACCELERATE, INC. NOTES TO PROFORMA CONDENSED COMBINED FINANCIAL STATEMENTS [Unaudited] NOTE 4 - PROFORMA (LOSS) PER SHARE The proforma (loss) per share is computed based on the number of shares outstanding, after adjustment for shares issued in the acquisition, as though all shares issued in the acquisition had been outstanding from the beginning of the periods presented.

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