8-K 1 innovate_8k-060206.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 May 26, 2006 Date of Report (Date of earliest event reported) Innovate Oncology, Inc. (Exact name of registrant as specified in its charter) Nevada 33-55254-28 87-0438641 (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification Number) 4660 La Jolla Village Drive, Suite 420, San Diego, California 92122 (Address of Principal Executive Offices) (Zip Code) 858-458-6807 (Registrant's telephone number, including area code) 712 Fifth Avenue, 19th floor, New York, New York 10019-4108 (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: |_| 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 2.01. Completion of Acquisition or Disposition of Assets. On May 26, 2006, registrant consummated the acquisition (the "Acquisition") from Avantogen Limited ("Avantogen") of the 50% interest in Resistys, Inc. not already owned by registrant, together with $1.1 million in cash, in exchange for 32 million shares of registrant's common stock, par value $0.001 per share, (the "Common Stock"), resulting in Avantogen owning approximately 54.24% of the outstanding Common Stock of registrant on a fully diluted basis after the closing of the Acquisition. Section 3 - Securities and Trading Markets Item 3.02. Unregistered Sales of Equity Securities. In connection with the Acquisition, on May 26, 2006 registrant issued 32 million shares of its Common Stock to Avantogen in exchange for Avantogen's 50% interest in Resistys, Inc. and $1.1 million in cash. The issuance of the shares was exempt from registration in accordance with Section 4(2) of the Securities Act of 1933 as a transaction by registrant not involving any public offering. Section 5 - Corporate Governance and Management Item 5.01. Changes in Control of Registrant. A change in control of the registrant occurred as of May 26, 2006 as a result of the consummation of the Acquisition pursuant to which registrant issued to Avantogen 32 million shares of its Common Stock, constituting approximately 54.24% of its Common Stock, and Avantogen exercised its right to designate three (3) of the five (5) members of registrant's Board of Directors. Immediately prior to the consummation of the Transaction, registrant was controlled, both on the basis of security ownership and Board composition, by Gardant Pharmaceuticals, Inc. (formerly known as Bioaccelerate Holdings, Inc.) ("Gardant"). Gardant, Avantogen and registrant are parties to a Voting Agreement dated as of May 26, 2006, pursuant to which Avantogen will vote its shares in favor of two (2) designees of Gardant to serve as directors of the registrant for so long as Gardant owns at least twenty percent (20%) of registrant's capital stock. The Voting Agreement also provides that, for so long as Gardant owns at least twenty percent (20%) of registrant's capital stock, registrant will not, without first obtaining the approval of Gardant and Avantogen, and Gardant and Avantogen agree that, without the prior consent of the other, neither will vote or act with respect to its equity interests in registrant so as to, cause any of the following actions to be taken: (a) the liquidation, dissolution or winding up of registrant, (b) any bankruptcy filing of registrant, (c) the sale of all or substantially all of registrant's assets to Gardant, Avantogen or their affiliates, (d) the merger or consolidation of registrant into Gardant, Avantogen or their affiliates, (e) the conversion of registrant into another form of business, (f) engagement by registrant in a business other than in the life sciences field, (g) the issuance of shares of registrant's capital stock to Gardant, Avantogen or their affiliates at below fair market value or otherwise without adequate consideration, (h) a change in the size of registrant's Board of Directors, (i) the redemption or repurchase of any shares of registrant's capital stock owned by Gardant, Avantogen or their stockholders or affiliates, (j) the engagement by registrant in any related-party transactions with Gardant, Avantogen or their affiliates or (k) the entry by registrant into any third party transaction in which Gardant or Avantogen receives a benefit that does not inure to the benefit of registrant or its shareholders as a group. The foregoing summary of the provisions of the Voting Agreement does not purport to be complete and is qualified in its entirety and incorporated by reference to the full text thereof filed as Exhibit 10.1 hereto. 2 Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. Upon the consummation of the Acquisition on May 26, 2006, Linden J. Boyne, registrant's Interim Chief Executive Officer and a director, Alan Bowen, registrant's Chief Financial Officer, Treasurer and a director, and Paul Hopper, registrant's Chairman of the Board and President, all resigned from such positions. At the same time, Dr. Richard Opara, Chairman of Avantogen, was appointed as registrant's Chairman of the Board, Christopher Nowers was appointed as registrant's Chief Executive Officer and a director, and Joseph Boystak, Chief Executive Officer of Chopin Capital Partners, LLC, a private equity partnership in Los Angeles and formerly Managing Director, Life Sciences, for Jefferies & Company, Inc., and Lee Cole, Chairman of Gardant, were appointed as directors of registrant. Gardant is the owner of 24,721,758 shares of registrant's Common Stock, constituting approximately 41.9% of its Common Stock, and, prior to the Acquisition, provided registrant with a $5 million secured credit facility. The credit facility was terminated in April, 2006, and no amounts remain due to Gardant thereunder. Dr. Nigel Rulewski, a current director of registrant, will continue as a director designated by Gardant. Dr. Opara, Mr. Nowers and Mr. Boystak are the director-designees of Avantogen, and Mr. Cole and Dr. Rulewski are the director-designees of Gardant. Mr. Nowers, registrant's new Chief Executive Officer, has nearly twenty (20) years of biopharmaceutical experience involved in the commercialization of products in oncology and other therapy areas Since April 2001, Mr. Nowers held a variety of senior management positions at Amgen Inc. and Amgen Europe, including General Manager (Nordic Region), European Business Director (Rheumatology), Global Commercial Leader (Neurology) and Brand Director USA (Nephrology). Registrant and Mr. Nowers have entered into an Employment Agreement dated as of May 26, 2006 pursuant to which Mr. Nowers will serve as registrant's Chief Executive Officer for an initial term of three (3) years, subject to automatic renewal from year to year thereafter, at a base salary of $300,000 per year. Subject to the achievement of certain milestones, registrant will also grant Mr. Nowers stock options aggregating 7% of the outstanding Common Stock of registrant on a fully-diluted basis. Mr. Nowers' employment may be terminated by registrant with or without Good Cause (or by Mr. Nowers with or without Good Reason). In the event of termination by registrant without Good Cause or by Mr. Nowers with Good Reason, registrant will pay Mr. Nowers a lump sum severance amount equal to one year's salary and continue his medical and dental benefits for one year from the date of termination, and all of Mr. Nowers' unvested stock options will immediately vest. The foregoing summary of the terms and conditions of the Employment Agreement does not purport to be complete and is qualified in its entirety and incorporated by reference to the full text thereof filed as Exhibit 10.2 hereto. Section 8 - Other Events Item 8.01. Other Events. The Company issued a press release on May 26, 2006 announcing the closing of the Acquisition. That press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Section 9 - Financial Statements and Exhibits Item 9.01. Financial Statements and Exhibits. (a) Financial Statements of Businesses Acquired. Financial statements of the business acquired which are required by this item are not included with this initial report on Form 8-K but will be filed not later than August 11, 2006. (b) Pro Forma Financial Information. Pro forma financial information relative to the business acquired which is required by this item is not included with this initial report on Form 8-K but will be filed not later than August 11, 2006. 3 (d) Exhibits. The following exhibits are filed with this report: 10.1 Voting Agreement dated as of May 26, 2006 by and among Innovate Oncology, Inc., Gardant Pharmaceuticals, Inc. and Avantogen Limited. 10.2 Employment Agreement dated as of May 26, 2006 between Innovate Oncology, Inc. and Christopher Nowers. 99.1 Press release dated May 26, 2006 4 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Innovate Oncology, Inc. By: /s/ Christopher Nowers --------------------------- Christopher Nowers Chief Executive Officer Date: June 2, 2006 5 Exhibit Index 10.1 Voting Agreement dated as of May 26, 2006 by and among Innovate Oncology, Inc., Gardant Pharmaceuticals, Inc. and Avantogen Limited. 10.2 Employment Agreement dated as of May 26, 2006 between Innovate Oncology, Inc. and Christopher Nowers 99.1 Press release dated May 26, 2006

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

September 23, 2004

Nevada 33-55254-28 87-0438641

712 Fifth Avenue, 19th Floor New York, NY 10019 (Address of principal executive offices)

Registrant's telephone number, including area code 646-723-8944

Hampton Berkshire Insurance and Financial, Inc, 378 North Main, #124; Layton, UT 84041 (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended

[ ] Written communications pursuant to Rule 425 under the

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under

Section 1- Registrant's Business and Operations

October 1, 2004, was preceded by a 3.8 to 1 reverse split of the Registrant's outstanding common stock, thus reducing its pre-acquisition outstanding common shares from 5,522,319 to 1,453,242. After the issuance of the 15,900,000 shares in the Acquisition, the Registrant has 17,353,242 shares of its common stock issued and outstanding.

The Registrant has also effected the following: (1) changed its corporate name from Hampton Berkshire and Financial, Inc. to Innovate Oncology, Inc., (2) changed its corporate address to New York , and (3) had a

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 Innovate Oncology, 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 15,900,000 common shares to the shareholders of Innovate Oncology, 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 October 1, 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 15,900,000 shares to the shareholders of Innovate Oncology, Inc., which constitutes voting control of the Registrant. As a part of the Acquisition, Lionel Drage 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

Nigel Rulewski CEO, President & Director

Alan Bowen 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 recently amended its articles of to change its corporate name to Innovate Oncology, Inc., and to put of record the 3.8 to 1 reverse stock split effective September 28, 2004.

Section 9- Financial Statements and Exhibits. The following financial statements are filed as a part of this report:

(a) Audited Financial Statements as of August 31, 2004, on behalf of Innovate Oncology, Inc. (b) Proforma financial statements reflecting the Acquisition are attached hereto.

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. Innovate Oncology, Inc.

Date: October 15, 2004 by: /s/ Nigel Rulewski Nigel Rulewski, CEO, President & Director

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors and Shareholders

Innovate Oncology, Inc.

We have audited the accompanying consolidated balance sheet of Innovate Oncology, Inc. and subsidiary (a development stage company) (the "Company") as of August 31, 2004, and the related consolidated statements of operations, stockholders' deficit and cash flows for the period ended August 31, 2004 and for the period from inception (July 21, 2004) to August 31, 2004. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes, on a test basis, examination of evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Innovate Oncology, Inc. and subsidiaries as of August 31, 2004, and the results of their consolidated operations and cash flows for the period ended August 31, 2004 and for the period from inception (July 21, 2004 to August 31, 2004, in conformity with accounting principles generally accepted in the United States of America.

Cacciamatta Accountancy Corporation

Irvine, California

September 30, 2004

Innovate Oncology, Inc.
(A Development Stage Company)
Consolidated Balance Sheet
			August 31, 2004
ASSETS			$ -
			$ -
LIABILITIES AND STOCKHOLDERS' DEFICIT
	Current liabilities
		Due to related parties	$ 214,238
		Accrued expenses	56,520
	Total current liabilities		$ 270,758
Commitments			$ -
STOCKHOLDERS' DEFICIT
	Common Stock, par value $.000; 25,000,000 shares
		authorized, 1,500 issued and outstanding	$ -
	Additional paid in capital		-
	Deficit accumulated during development		(270,758)
	Total stockholders' deficit		$ (270,758)
TOTAL LIABILITIES	AND	STOCKHOLDERS DEFICIT	$ -
The accompanying notes are an integral part of these financial statements.

Innovate Oncology, Inc.
(A Development Stage Company)
Consolidated Statements of Operations
			From inception
		Period ended	(July 21, 2004) to
		August 31, 2004	August 31, 2004
General and administrative expenses		$ 270,758	$ 270,758
Net loss		$ (270,758)	$ (270,758)
Basic and diluted
	Weighted average shares outstanding	1,500
	Net loss per share	$ (180.51)
The accompanying notes are an integral part of these financial statements.

Innovate Oncology, Inc.
(A Development Stage Company)
Consolidated Statement of Stockholders' Deficit
				Defict
				Accumulated	Total
	Common Stock		Additional	During	Stockholders'
	Shares	Amount	Paid In Capital	Development	Deficit
Inception, July 21, 2004	-	-	-	-	-
Acquisition of Innovative Oncology Limited	1,500	$ 2	$ (2)	$ -	$ -
Net loss				$ (270,758)	$ (270,758)
Balance, August 31, 2004	1,500	$ 2	$ (2)	$ (270,758)	$ (270,758)
The accompanying notes are an integral part of these financial statements.

Innovate Oncology, Inc.
(A Development Stage Company)
Consolidated Statements of Cash flows
			From inception
		Period ended	July 21, 2004 to
		August 31, 2004	August 31, 2004
Cash flows from operating activities
Net loss		$ (270,758)	$ (270,758)
Adjustments to reconcile net loss
	to cash used in operating activities
Changes in operating assets and liabilities		270,758	270,758
Net cash from operating activities		$ -	$ -
Cash from investing activities		$ -	$ -
Cash from financing activities		$ -	$ -
Net increase in cash and cash equivalents		$ -	$ -
Cash and equivalents at beginning of period		-	-
Cash and equivalents at end of period		$ -	$ -
Supplemental information
	No cash was paid for interest and taxes.
	The company issued 1,500 shares of common stock to acquire Innovative Oncology Limited.
The accompanying notes are an integral part of these financial statements.

INNOVATE ONCOLOGY, INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Basis of Presentation

On July 21, 2004, Innovate Oncology, Inc. (Innovate) was incorporated in Delaware and acquired 100% of the outstanding shares of Innovative Oncology Limited (Innovative), a United Kingdom corporation, from Bioaccelerate, Inc. (Bioaccelerate), a Delaware corporation, in exchange for 1,500 shares of its common stock. Innovative had no assets, liabilities or operations. Innovate's sole shareholder is Bioaccelerate.

Principles of Consolidation

The consolidated financial statements include the accounts of Innovate and Innovative. All significant inter-company accounts and transactions have been eliminated.

Liquidity

Bioaccelerate has confirmed to the Directors of the Company that it will provide financial support for the next twelve months.

Nature of Business

The Company is a development stage company. Its business strategy is to accelerate and commercialize suitable Oncology compounds. The Company has established relationships with leading academic institutions involved in research and development of possible compounds. The Company provides investment to bridge innovation with capital markets creating economic and time efficiencies which can advance the development of the final product. The Company leverages a network of financial and development resources to enable a product focused fast track commercialization of products in our portfolio.

Concentrations of Credit Risk

The Company has no significant off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements.

Cash and Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Research and Development

Costs and expenses that can be clearly identified as research and development are charged to expense as incurred in accordance with FASB statement No. 2, Accounting for Research and Development Costs.

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 in effect during the year. Translation gains and losses not reflected in earnings are reported in accumulated other comprehensive losses in stockholders' deficit.

Significance of Estimates

The preparation of these consolidated financial statements in conformity with accounting principles generally accepted in the United States of America require management to make estimates and assumptions that affect the reported amounts and disclosures contained in these financial statements. Actual results could differ from those estimates.

Stock Based Compensation

The Company has elected to adopt the disclosure only provisions of SFAS No. 148 and will continue to follow APB Opinion No. 25 and related interpretations in accounting for stock options granted to its employees and directors. Accordingly, employee and director compensation expense is recognized only for those options whose price is less than the market value at the measurement date. When the exercise price of the employee or director stock options is less then the estimated fair value of the underlying stock on the grant date, the Company records deferred compensation for the difference and amortizes this amount to expense in accordance with FASB Interpretation No. 28, Accounting for Stock Appreciation Rights and Other Variable Stock Options or Award Plans, over the vesting period of the options.

Stock options and warrants issued to non-employees are recorded at their fair value as determined in accordance with SFAS No. 123 and Emerging Issues Task Force (EITF) No. 96-18, Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring or in Conjunction With Selling Goods or Services, and recognized over the related service period. .

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Stock Based Compensation (continued)

During 2004, the Company issued 1,000,000 five year common stock warrants exercisable at $1.00 in connection with the $5 million Credit Facility with Bioaccelerate. No value has been attached to these warrants.

Loss per Share

In accordance with SFAS No. 128, Earnings Per Share, and SEC Staff Accounting Bulletin (SAB) No. 98, basic net loss per common share is computed by dividing net loss for the period by the weighted average number of common shares outstanding during the period. Under SFAS No. 128, diluted net income (loss) per share is computed by dividing the net income (loss) for the period by the weighted average number of common and common equivalent shares, such as stock options and warrants, outstanding during the period. Such common equivalent shares have not been included in the computation of net loss per share as their effect would have been anti-dilutive.

Income Taxes

Income taxes are recorded in accordance with SFAS No. 109, Accounting for Income Taxes. This statement requires the recognition of deferred tax assets and liabilities to reflect the future tax consequences of events that have been recognized in the financial statements or tax returns. Measurement of the deferred items is based on enacted tax laws. In the event the future consequences of differences between financial reporting bases and tax bases of the Company's assets and liabilities result in a deferred tax asset, SFAS No. 109 requires an evaluation of the probability of being able to realize the future benefits indicated by such assets. A valuation allowance related to a deferred tax asset is recorded when it is more likely than not that some portion, or all, of the deferred tax asset will not be realized.

The Company is subject to income taxes in the United States of America, United Kingdom, and the state of New York. As of August 31, 2004, the Company had net operating loss carry forwards for income tax reporting purposes of approximately $271,000 that may be offset against future taxable income through 2024. Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited. No tax benefit has been reported in the financial statements because the Company believes there is a 50% or greater chance the carry-forwards will expire unused. Accordingly, the potential tax benefits of the loss carry-forwards are offset by a valuation allowance of the same amount.

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Fair Value of Financial Instruments

The Company's financial instruments include accrued expenses and amounts due to Bioaccelerate. Because of the short- term nature of the accrued expenses, their fair value approximates their recorded value. Because of the related party nature of the amounts due to Bioaccelerate, no fair value can be computed. The Company does not have material financial instruments with off-balance sheet risk.

New Accounting Pronouncements

Accounting standards and interpretations issued by the Financial Accounting Standards Board (FASB) may have a material impact on the Company's financial statements. The adoption of recently enacted FASB standards and interpretations has not had a material effect on the Company's financial condition, results of operations or liquidity.

NOTE 2- EQUITY TRANSACTIONS

On July 21, 2004, the Company issued 1,500 shares of its common stock to Bioaccelerate Inc in exchange for all of the outstanding common stock of Innovative Oncology Limited

On July 21, 2004, in conjunction with the securing of a $5 million credit facility from Bioaccelerate, the Company issued one million five-year warrants to purchase one million of its common stock at $1 per share. No value has been attached to these warrants.

NOTE 3 CONCENTRATIONS AND COMMITMENTS

Due to Related Parties

The Company's sole source of funds has been through a $5 million credit facility with Bioaccelerate, its sole shareholder. The facility is repayable in the event that the Company raises at least $10 million in equity funding and bears interest at 2% over U.S. Treasury rate. The first funding occurred at the end of August and totaled $214,238. Because the funding was at the end of the period, no interest was owed or accrued at August 31, 2004.

Lease with Related Party

The Company leases its office facilities in New York and London, from Bioaccelerate, for aggregate monthly rents of approximately $9,000 on a month-to-month basis. Rent expense totaled $18,000 during the period.

HAMPTON BERKSHIRE INSURANCE & FINANCIAL INC,.

AND INNOVATE ONCOLOGY, INC.

PROFORMA CONDENSED COMBINED FINANCIAL STATEMENTS

[Unaudited]

The following unaudited proforma condensed combined balance sheet

aggregates the balance sheet of Hampton Berkshire Insurance & Financial

Inc. (a Nevada corporation) ("PARENT") as of June 30, 2004 and the

balance sheet of Innovate Oncology, Inc. (a Delaware corporation) ("SUBSIDIARY") as of August 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

HAMPTON BERKSHIRE INSURANCE & FINANCIAL, INC.

AND INNOVATE ONCOLOGY, INC.

PROFORMA CONDENSED COMBINED BALANCE SHEET

August 31, 2004

ASSETS

[Unaudited] Hampton Berkshire Insurance & Fin. Innovate Oncology, Proforma June 30, 2004 . August 31,2004 Increase Proforma [PARENT] [SUBSIDIARY] (Decrease) Combined ____________ _________________ __________ ____________ ASSETS: Cash $ - $ - $ $ - FIED ASSETS Goodwill 53,950

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES:

Accounts payable $ 8,929 $ 214,238 $ $ 223,167 Accrued expenses - 56,520 56,520 Accrued Interest 2,528 - 2,528 Notes Payable 25,140 - 25,140 ____________ _________________ __________ ____________ Total Liabilities 36,597 270,758 - 307,355 ____________ _________________ __________ ____________ STOCKHOLDERS' EQUITY: Preferred stock - - - [A](23,171) [B] 15,900 Common stock 24,624 17,353 Additional paid [A] 23,171 in capital 4,775,977 0 [C](4,799,148) 0 Deficit accumulated during development stage (4,837,198) (270,758) [C] 4,837,198 (270,758) Other Comprehensive Income - - - ____________ _________________ __________ ____________ Total Stockholders' Equity (36,597) (270,758) - (253,405) ____________ _________________ __________ ____________ Total Liabilities and Stockholders' Equity $ 0 $ 0 $ $ 53,950 ____________ _________________ __________ ____________

See Notes To Unaudited Proforma Condensed Financial Statements.

HAMPTON BERKSHIRE INSURANCE & FINANCIAL, INC.

AND INNOVATE ONCOLOGY, INC.

PROFORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

[Unaudited]

Hampton Berkshire Insurance & Fin Innovate Oncology, Proforma ancial Inc Inc June 30, 2004 Aug 31, 2004 Increase Proforma [PARENT] [SUBSIDIARY] (Decrease) Combined ____________ _________________ __________ ____________ REVENUE $ - $ - $ $ - ____________ _________________ __________ ____________ EXPENSES: General and administrative 5,292 270,758 276,050 ____________ _________________ __________ ____________ Total Expenses 5,292 270,758 276,050 ____________ _________________ __________ ____________ INCOME (LOSS) FROM OPERATIONS (5,292) (270,758) (276,050) ____________ _________________ __________ ____________ OTHER INCOME (EXPENSE) Minority interest (681) - (681) ____________ _________________ __________ ____________ Total Other Income (Expense) (681) - (681) INCOME (LOSS) FROM OPERATIONS BEFORE PROVISION FOR TAXES (5,973) (270,758) (276,731) PROVISION FOR INCOME TAXES - - - ____________ _________________ __________ ____________ INCOME (LOSS) FROM CONTINUING OPERATIONS (5,973) (270,758) (276,731) ____________ _________________ __________ ____________ DISCONTINUED OPERATIONS: Loss from operations of discontinued bison breeding business - - - ____________ _________________ __________ ____________ NET INCOME (LOSS) $ (5,973) $ (270,758 )$ - $ (276,731) ____________ _________________ __________ ____________

BASIC NET (LOSS) PER COMMON SHARE $ (.00)

See Notes To Unaudited Proforma Condensed Financial Statements.

HAMPTON BERKSHIRE INSURANCE & FINANCIAL, INC.

AND INNOVATE ONCOLOGY, INC.

NOTES TO PROFORMA CONDENSED COMBINED FINANCIAL STATEMENTS

[Unaudited]

NOTE 1 - MOBILE DESIGN CONCEPTS, INC.

Hampton Berkshire Insurance and Financial, Inc.(PARENT) formally known as First Capital Resources.com, Inc. (the "Company") is a Nevada corporation, having first been incorporated under the name Jackal Industries, Inc., pursuant to the laws of Utah on April 16, 1986, and subsequently reorganized under the laws of Nevada on December 30, 1993. During 1998, the Company ceased all business operations. The Company's name was changed to First Capital Resources.com, Inc., on April 13, 1999. On February 7, 2003 the Company changed its name to Hampton Berkshire Insurance and Financial, Inc. The Company has no products or services as of June 30, 2004. discontinued its mobile kiosk business effective December 31, 2002 and has been considering other business opportunities since that time.

NOTE 2 - BIOACCELERATE, INC.

On July 21, 2004, Innovate Oncology, Inc. (Innovate) (SUBSIDIARY) was incorporated in Delaware and acquired 100% of the outstanding shares of Innovative Oncology Limited (Innovative), a United Kingdom corporation, from Bioaccelerate, Inc. (Bioaccelerate), a Delaware corporation, in exchange for 1,500 shares of its common stock. Innovative had no assets, liabilities or operations. Innovate's sole shareholder is Bioaccelerate

NOTE 3 - PROFORMA ADJUSTMENTS

On August 23, 2004, SUBSIDIARY entered into an Acquisition Agreement with PARENT . The agreement called for PARENT to issue up to 15,900,000 post-split shares of common stock to the shareholders of SUBSIDIARY for 100% of the outstanding shares of SUBSIDIARY's common stock in a transaction wherein SUBSIDIARY would became a wholly- owned subsidiary of PARENT.

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 Cancellation of 19,101,880 shares of common stock of the PARENT and the subsequent 3.8-for-1 reverse stock split.

[B]To issue 15,900,000 shares of common stock to the SUBSIDUARY pursuant to the Agreement and Plan of Reorganization.

[C]To eliminate the equity accounts of SUBSIDIARY, to eliminate the accumulated deficit of PARENT and Additional Paid in Capital to reflect the reverse takeover by the SUBSIDIARY for accounting purposes.

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.

Filing Compare · Avantogen Oncology, Inc.