8-K/A 1 form8ka.txt FORM 8-K/A UNITED STATES SECURITIES EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/a CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): Sep. 5, 2001 BUSINESS PLAN EXCHANGE, INC. (Exact name of registrant as specified in its charter) Delaware 13-4067173 ---------------------- ------------------ State of Incorporation IRS Employer ID No. 1013 17th Avenue SW, Suite 200 Calgary, Alberta T2T 0A7 ------------------------------- -------------- Address of Principal Executive Offices Zip Code Registrant's Telephone Number (403) 670-7500 Item 1. Changes in Control of Registrant On September 5, 2001, the Company acquired 27,140,000 shares of common stock, $1.00 par value, of Javien Inc., (hereinafter "Javien") a company incorporated under the laws of the Bahamas. The acquisition was consummated by the execution of an Acquisition Agreement dated August 27, 2001. The shares acquired by the Company represented over ninety-five (95%) percent of all of Javien's then currently issued and outstanding common stock in a tax free stock-for-stock acquisition. The aggregate purchase price paid by the Company for the Javien common shares was 11,431,200 newly issued shares of post-reverse split shares of voting common stock of the Company, $0.001 par value. These shares will be issued to the sellers of the Javien shares subsequent to a 1 for 3 reverse split of the voting common stock by the Company of its voting common stock. As a result of the foregoing transaction, there was a change in control of the company to the shareholders of Javien. The shareholders of Javien now hold approximately 91.4% of the outstanding shares of common stock of the company. Furthermore, Mr. Shane Henty Sutton and David Sutton have resigned as directors of the Company. Mr. Peter Moulinos remains as a director of the Company. New directors have been appointed: Mr. Richard Wolfli, and Mr. Karel Komarek. Mr. Wolfli is the chairman of Javien. Mr. Komarek is a director and the major shareholder of Javien. Mr. Wolfli has 17 years experience as a principle of oil and gas exploration, engineering consulting, and technology companies. Mr. Komarek has 11 years experience as a principle of natural gas transportation, technology, and media companies. Resigning directors have no disagreement with the registrant and have resigned as a normal course of change of control. Item 2. Acquisition or Disposition of Assets On September 5, 2001, the Company acquired 27,140,000 shares of common stock, $1.00 par value, of Javien, Inc., (hereinafter "Javien") a company incorporated under the laws of the Bahamas. The acquisition was consummated by the execution of an Acquisition Agreement dated August 27, 2001. The shares acquired by the Company represented over ninety-five (95%) percent of all of Javien's then currently issued and outstanding common stock in a tax free stock-for-stock acquisition. The aggregate purchase price paid by the Company for the Javien common shares was 11,431,200 newly issued shares of post-reverse split shares of voting common stock of the Company, $0.001 par value. These shares will be issued to the sellers of the Javien shares subsequent to a 1 for 3 reverse split of the voting common stock by the Company of its voting common stock. There was no material relationship between the Company and Javien prior to the acquisition by the company of the Javien shares. Item 5. Other Events and Regulation FD Disclosure. Control of the company has now passed to the shareholders of Javien. The company shall now adopt the business plan of Javien and proceed with the business operations of Javien. Additionally, the company shall change its name to Javien, Inc. Javien has developed a unique concept, strategy, and technology to enable a new layer of micro-economic activity. Javien has developed the Javien Economy micro-commerce system. Javien's product suite includes a secure, efficient micropayment system. Buyers and sellers keep their accounts at a central secure server. Digital information or services merchants operate a program called Javien StoreFront that allows them to ask for very small fees for content (down to 1 cent). The payment of these fees is facilitated by the Javien Account Manager program that is installed on buyer's machines. The transaction is, instantaneous and secure. Javien's Micropay system allows for transactions of digital content with no waiting for credit approval and no risk of fraud to either buyer or seller. The Micropay system is augmented with powerful tools and features required to effectively and efficiently complete the buying process: single sign-on, an automatied irrefutable identification process for buyers and sellers, a complete account management systems, and receipt management. Using the foregoing, merchants are now empowered to charge any visiting customer on a pay-per-click, zone-pass, time- pass, or mini-subscription basis. The combination of these services and functionality, and its zero implementation cost for merchants and customers is unique. Javien's services provide value to key customer groups: people who want to access high quality content on the Internet, and sellers who need to develop revenue from their investment in digital content. Javien has brought together the components required to facilitate the entire online buying process: People, Products and Exchange. Though there are many e-commerce solutions, Javien believes there are no companies that offer a suite of products such as Javien's. Management has already identified key areas where, at present, no direct competitor exists to Javien's technology or business model. The design and testing of the prototype is complete and Javien has filed a U.S. patent on its technology and systems with the U.S. Patent and Trademark Office in May 2000 and has extended this with filings with Patent Treaty Countries. The company has also recently filed two additional technology patents in the US. Item 7. Financial Statements and Exhibits JAVIEN INC. AND SUBSIDIARY (A Development Stage Company) CONSOLIDATED FINANCIAL STATEMENTS THE PERIOD FROM APRIL 1, 2000 (INCEPTION) THROUGH MARCH 31, 2001, THE THREE MONTHS ENDED JUNE 30, 2001 (UNAUDITED), THE THREE MONTHS ENDED JUNE 30, 2000 (UNAUDITED) AND THE PERIOD FROM APRIL 1, 2000 (INCEPTION) THROUGH JUNE 30, 2001 (UNAUDITED) CONTENTS Independent auditors' report F-2 Financial statements: Consolidated balance sheets F-3 Consolidated statements of operations and comprehensive loss F-4 Consolidated statements of shareholders' equity F-5 Consolidated statements of cash flows F-6 - F-7 Notes to consolidated financial statements F-8 - F-27 INDEPENDENT AUDITORS' REPORT The Board of Directors Javien, Inc. We have audited the accompanying consolidated balance sheet of Javien, Inc. and subsidiary (a Development Stage Company) as of March 31, 2001, and the related consolidated statements of operations and comprehensive loss, shareholders' equity and cash flows for the period from April 1, 2000 (inception) through March 31, 2001. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with 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 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 by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Javien, Inc. and subsidiary as of March 31, 2001, and the results of their operations and their cash flows for the period from April 1, 2000 (inception) through March 31, 2001, in conformity with accounting principles generally accepted in the United States of America. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements the Company has incurred an accumulated deficit in the amount of $2,717,100 for the period from April 1, 2000 (inception) through March 31, 2001 and has not commenced formal operations. The Company's current activities relate primarily to the development of its product applications which will require additional financing for product launching. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. HORWATH GELFOND HOCHSTADT PANGBURN, P.C. Denver, Colorado October 25, 2001 JAVIEN INC. AND SUBSIDIARY (A Development Stage Company) CONSOLIDATED BALANCE SHEETS MARCH 31, 2001 AND JUNE 30, 2001 (UNAUDITED) ASSETS March 31, June 30, 2001 2001 (Unaudited) ---------- ----------- Current assets: Cash $ 140,585 $ 530,721 GST recoverable (Note 3) 22,242 16,809 Receivable from exercise of warrants 186,581 Prepaid expenses and deposits 43,523 32,137 ---------- ----------- Total current assets 206,350 766,248 Property and equipment (Note 4) 28,143 33,226 Intellectual property (Note 4) 32,441 41,019 ---------- ----------- Total assets $ 266,934 $ 840,493 LIABILITIES AND SHAREHOLDER'S EQUITY Current liabilities: Accounts payable $ 32,271 $ 40,880 Accrued expenses and other 17,242 17,229 Advances from related parties (Note 5) 63,460 66,070 Convertible debenture (Note 6) 61,556 64,088 ---------- ----------- Total liabilities (all current) $ 174,529 $ 188,267 Commitments (Notes 6, 7, 10 and 11) Shareholders' equity (Note 7): Common stock, $1.00 par value, 100,000,000 shares authorized; 28,490,000 (June 30, 2001) and 15,500,000 (March 31, 2001) shares issued and outstanding 1,869,635 2,801,770 Additional paid-in capital 982,106 1,061,824 Accumulated other comprehensive loss (42,236) (33,410) Deficit accumulated during the development stage (2,717,100) (3,177,958) ---------- ----------- Total shareholders' equity 92,405 652,226 ---------- ----------- Total liabilities and shareholders' equity $ 266,934 $ 840,493

JAVIEN INC. AND SUBSIDIARY (A Development Stage Company) CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS Period Period from from April 1, April 1, 2000 Three Three 2000 (inception) months months (inception) through ended ended through March 31, June 30, June 30, June 30, 2001 2001 2000 2001 ---------- ----------- ----------- ----------- (Unaudited) (Unaudited) (Unaudited) Operating expenses: Research and Development $2,137,239 $211,996 $700,284 $2,349,235 General and administrative 342,958 128,851 42,692 471,809 Marketing and business Development 229,804 115,958 8,057 345,762 Depreciation 5,768 2,755 1,434 8,523 ---------- ----------- ----------- ----------- Total operating 2,715,769 459,560 752,467 3,175,329 expenses Loss from operations (2,715,769) (459,560) (752,467) (3,175,329) Interest expense (1,331) (1,298) (2,629) ---------- ----------- ----------- ----------- Net loss (2,717,100) (460,858) (752,467) (3,177,958) Other comprehensive income (loss), net of tax: Foreign currency translation Adjustments (42,236) 8,826 (4,521) (33,410) ---------- ----------- ----------- ----------- Comprehensive loss $(2,759,336) $(452,032) $(756,988) $(3,211,368)

JAVIEN INC. AND SUBSIDIARY (A Development Stage Company) CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY THE PERIOD FROM APRIL 1, 2000 (INCEPTION) THROUGH MARCH 31, 2001 AND THE THREE MONTHS ENDED JUNE 30, 2001 (UNAUDITED) Deficit Accumulated Accumulated Common Stock Additional Other during the --------------- paid in comprehen- development Shares Amount capital sive loss stage Total ------ -------- --------- --------- ---------- ------ Sale of common stock and warrants on incorporation 10,200,000 $70,390 $70,390 Sale of common stock and warrants pursuant to private placements 5,300,000 1,799,245 1,799,245 Stock options granted for research and development $831,215 831,215 Stock options granted for Services 3,005 3,005 Warrants granted for services 147,886 147,886 Change in cumulative currency translation adjustments (42,236) (42,236) Net loss for the period ended March 31, 2001 (2,717,100)(2,717,100) --------------------------------------------------------- Balances, March 31, 2001 15,500,000 1,869,635 982,106 (42,236)(2,717,100) 92,405 Issuance of common stock upon exercise of warrants (unaudited) 12,990,000 932,135 932,135 Stock options granted for services (unaudited) 4,570 4,570 Warrants granted for services (unaudited) 75,148 75,148 Change in cumulative currency translation adjustments (unaudited) 8,826 8,826 Net loss for the three months ended June 30, 2001 (unaudited) (460,858) (460,858) --------------------------------------------------------- Balances, June 30, 2001 (unaudited) 28,490,000$2,801,770$1,061,824$(33,410)$(3,177,958) $652,226

JAVIEN INC. AND SUBSIDIARY (A Development Stage Company) CONSOLIDATED STATEMENTS OF CASH FLOWS Period from Period from April 1, 2000 April 1,2000 (inception) Three months Three months (inception) through ended ended through March 31, 2001 June 30, 2001 June 30, 2000 June 30, 2001 -------------- ------------- ------------- ------------- (Unaudited) (Unaudited) (Unaudited) Cash flows from operating activities: Net loss $(2,717,100) $(460,858) $(752,467) $(3,177,958) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation 5,768 2,755 1,434 8,523 Compensation expense related to granting stock options and warrants 982,106 79,718 669,926 1,061,824 (Increase) decrease in GST recoverable (23,331) 6,480 (2,045) (16,851) Decrease (increase) in prepaid expenses and deposits 18,916 13,114 (3,347) 32,030 Increase in accounts payable 33,851 7,337 13,231 41,188 Increase in accrued expenses and other 18,086 (727) 13,790 17,359 -------------- ------------- ------------- ------------- Net cash used in operating activities (1,681,704) (352,181) (59,478) (2,033,885) Cash flows from investing activities: Purchases of property and equipment (35,288) (6,543) (8,954) (41,831) Purchases of intellectual property (34,029) (7,092) (41,121) -------------- ------------- ------------- ------------- Net cash used in investing activities (69,317) (13,635) (8,954) (82,952) Cash flows from financing activities: Proceeds from issuance of common shares 1,869,635 932,135 207,200 2,801,770 Receivable from exercise of warrants (187,042) (187,042) Receivable from sale of common stock (45,080) Advances from related parties 67,685 67,685 67,685 -------------- ------------- ------------- ------------- Net cash provided by financing activities 1,937,320 745,093 229,805 2,682,413 Effect of exchange rate changes on cash (45,714) 10,859 (3,473) (34,855) -------------- ------------- ------------- ------------- Increase in cash 140,585 390,136 157,900 530,721 Cash, beginning 145,585 Cash, ending $140,585 $390,136 $157,900 $530,721 Supplemental disclosure of non-cash investing and financing activities: Issuance of convertible debenture as prepayment for rent $64,757 $ - $ -- $64,757

1. Background, basis of presentation, going concern and management's plans; Background and basis of presentation: Javien Inc. and subsidiary (the Company) was formed for the purpose of developing software and other intellectual property which is designed to facilitate a new economy of virtual-world based consumers and producers. The first product being developed by the Company for commercialization is Micropay, which is based on existing Internet protocols. Micropay is an e-commerce infrastructure for real-time micro-value transactions. The accompanying consolidated financial statements include the accounts of Javien Canada, Inc., a Canadian corporation formed on July 28, 1999 and Javien, Inc., a company incorporated under the laws of the Commonwealth of the Bahamas on June 25, 1996. Javien Canada, Inc., is the wholly- owned operating subsidiary of Javien, Inc. The Company effectively commenced operations on April 1, 2000. All significant intercompany accounts and transactions have been eliminated in consolidation. Going concern and management's plans: The Company's financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company is a development stage company and has a limited operating history. The Company has incurred an accumulated deficit in the amount of $2,717,100 for the period from April 1, 2000 (inception) through March 31, 2001 and has not commenced formal operations. The Company's current activities relate primarily to the development of commercial software and other intellectual property applications for the Internet which will require additional financing for product launching. In addition, there is no assurance that commercially successful products will be developed and that the Company will achieve a profitable level of operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company by unable to continue as a going concern. The Company has developed plans to address the Company's current cash flow concerns as discussed below. Management's plans with regard to these conditions include the possibility of raising working capital and other funds through exploring opportunities for other debt or equity financing (including private offerings or additional related party advances). The Company's ability to continue as a going concern is dependent on its ability to successfully obtain the funds necessary to sustain operations. However, the successful completion of these plans cannot presently be assured. 2. Summary of significant accounting policies: Unaudited consolidated financial statements: The consolidated balance sheet as of June 30, 2001, the consolidated statements of operations and comprehensive loss, shareholders' equity and cash flows for the three months ended June 30, 2001, and the period from April 1, 2000 (inception) through June 30, 2001, and the consolidated statement of operations and comprehensive loss and cash flows for the three months ended June 30, 2000 have been prepared by the Company without audit. In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows for the three months ended June 30, 2001, the period from April 1, 2000 (inception) through June 30, 2001 and the three months ended June 30, 2000, have been made. The results of operations for the three months ended June 30, 2001 are not necessarily indicative of the operating results for the full year. Basis of presentation: The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. Property and equipment: Property and equipment is stated at cost. Depreciation of computer software and equipment is provided by use of the straight-line method over the estimated useful lives of the related assets of three years. Furniture and fixtures are depreciated on the straight-line method over five years. Intellectual property: Intellectual property is stated at cost and consists of professional and other fees incurred to protect the Company's developing technology, primarily patents. Amortization of successful patent application costs will begin upon the attainment of the patents over the shorter of the estimated useful life of the technology or the related patent terms. Unsuccessful patent application costs are expensed as incurred. Impairment: The Company assesses the carrying values of its long-lived and other assets for impairment when circumstances indicate such amounts may not be recoverable from future operations. Generally, assets to be held and used in operations are considered impaired if the sum of expected undiscounted future cash flows is less than the assets' carrying values. If impairment is indicated, the loss is measured based on the amounts by which the assets' carrying values exceed their fair values. Based on its review, management does not believe any impairment has occurred as of March 31, 2001 or June 30, 2001 (unaudited). Software development: The Company is engaged in the development of software in the design and development of its current suite of software programs for focused interactivity on the Internet. The Company expenses all preliminary stage costs associated with its software development as research and development expense, intends to capitalize application development costs (excluding training and data conversion) and will expense all operating costs after preliminary and development stages are complete. Foreign currency translation: The financial statements of the Company are presented in United States dollars; however underlying transactions are measured using the local currency (Canadian dollar) (CAD) as the functional currency. Assets and liabilities of the Company are translated into U. S. dollars at exchange rates in effect as of the balance sheet date. Revenues and expenses are translated into U.S. dollars at average rates of exchange in effect during the period. The resulting cumulative translation adjustments have been recorded as a component of comprehensive income (loss), included as a separate item in shareholders' equity. Foreign currency transactions: Gains and losses from foreign currency transactions are included in net income (loss). Foreign currency transaction gains and losses were not significant during the three months ended June 30, 2001 (unaudited), the three months ended June 30, 2000 (unaudited), the period from April 1, 2000 (inception) through March 31, 2001 or the period from April 1, 2000 (inception) through March 31, 2001 (unaudited). Use of estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America, requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made; however, actual results could differ from those estimates. Income taxes: The Company has adopted the provisions of Statement of Financial Accounting Standards (SFAS) No. 109, Accounting for Income Taxes. SFAS No. 109 requires recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, the deferred tax liabilities and assets are determined based on the difference between 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 Research and development: Research and development costs are expensed as incurred. Advertising: The Company expenses advertising costs as incurred. Advertising costs incurred were approximately $2,300 during the three months ended June 30, 2001 (unaudited), approximately $10,500 during the period from April 1, 2000 (inception) through March 31, 2001 and approximately $12,800 during the period from April 1, 2001 (inception) through March 31, 2001 (unaudited). No advertising costs were incurred during the three months ended June 30, 2000 (unaudited). Stock-based compensation: SFAS No. 123, Accounting for Stock-Based Compensation, defines a fair-value-based method of accounting for stock- based employee compensation plans and transactions in which an entity issues its equity instruments to acquire goods or services from non-employees, and encourages but does not require companies to record compensation cost for stock-based employee compensation plans at fair value. The Company accounts for employee stock-based compensation using the intrinsic value method prescribed in Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (APB No. 25) and related interpretations. Accordingly, compensation cost for stock options is measured as the excess, if any, of the quoted market price of the Company's common stock at the date of the grant over the amount an employee must pay to acquire the stock. Comprehensive income: SFAS No. 130, Reporting Comprehensive Income, establishes standards for the reporting and display of comprehensive income, its components and accumulated balances in a full set of general-purpose financial statements. SFAS No. 130 defines comprehensive income to include all changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, SFAS No. 130 requires that all items that are required to be recognized under current accounting standards as components of comprehensive income be reported in a financial statement that is presented with the same prominence as other financial statements. The Company's only current component of comprehensive income is foreign currency translation adjustments. Risk considerations: The Company is subject to risks and uncertainties common to technology-based companies, including rapid technological change, dependence on principal products and third party technology, new product introductions and other activities of competitors, dependence on key personnel, and limited operating history. International operations: The Company's operations are located in Canada. The Company's transactions are conducted in currencies other than the U.S. dollar (the currency into which the historical financial statements have been translated) primarily the Canadian dollar. As a result, the Company is exposed to adverse movements in foreign currency exchange rates. In addition, the Company is subject to risks including adverse developments in the foreign political and economic environment, trade barriers, managing foreign operations and potentially adverse tax consequences. There can be no assurance that any of these factors will not have a material adverse effect on the Company's financial condition or results of operations in the future. Financial instruments: Financial instruments, which potentially subject the Company to concentrations of credit risk consist primarily of cash. The Company places its cash with high credit quality financial institutions and, by policy, limits the amount of credit exposure to any one financial institution. The fair value of the Company's advances from related parties is not practicable to estimate due to the related party nature of the underlying transactions. The fair value of the Company's convertible debenture approximates its carrying value as the Company's management believes that it could obtain debt with similar terms currently. Management believes that the carrying amounts of the Company's other financial instruments approximates their fair values primarily because of the short-term maturities of these instruments. Recently issued accounting pronouncements: In December 1999, the staff of the Securities and Exchange Commission issued Staff Accounting Bulletin (SAB) No. 101, Revenue Recognition in Financial Statements. SAB No. 101, as amended by SAB No. 101A and SAB No. 101B, is effective no later than the fourth fiscal quarter of fiscal years beginning after December 15, 1999. SAB No. 101 provides the Staff's views in applying generally accepted accounting principles to selected revenue recognition issues. Although the Company has not yet realized any revenue, management believes that its accounting policies comply with the accounting and disclosure described in SAB No. 101; therefore, management believes that SAB No. 101 will not impact the Company's financial statements In June 1998, the Financial Accounting Standards Board (FASB) issued SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. This statement, as amended, is effective for fiscal years beginning after June 15, 2000. Currently the Company does not have any derivative financial instruments and does not participate in hedging activities, therefore, management believes SFAS No. 133 will not impact the Company's financial position or results of operations. In July 2001, The FASB issued SFAS No. 141, Business Combinations, and SFAS No. 142, Goodwill and Other Intangible Assets. SFAS No. 141 requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001. Use of the pooling-of-interests method will be prohibited after that date. SFAS No. 142 changes the accounting for goodwill and intangible assets with indefinite lives from an amortization method to an impairment-only approach and requires intangible assets with finite lives to be amortize over their useful lives Thus, amortization of goodwill and intangibles assets with indefinite lives will cease upon adoption of the statement. SFAS No. 142 is required to be applied in fiscal years beginning after December 15, 2001. The Company is currently assessing the impact, if any, that SFAS No. 141 and SFAS No. 142 may have on its financial condition or results of operations. In August 2001, the FASB issued SFAS No. 144, Accounting for Impairment or Disposal of Long-Lived Assets, which addresses accounting and financial reporting for the impairment or disposal of lone-lived assets. This statement is effective for the Company on April 1, 2002. The Company is currently evaluating the impact the SFAS No. 144 will have on its financial condition and results of operations. 3. GST recoverable: GST recoverable represents amounts due from Canada Customs and Revenue Agency for tax credits claimed pursuant to the Excise Tax Act. The claim for refund is subject to audit by Canada Customs and Revenue Agency. 4. Long-term assets: June 30, 2001 (unaudited) ------------------------------- Accumulated depreciation and Net book Cost amortization value ------- ------------ -------- Property and equipment: Computer software and $38,659 $ 7,958 $30,701 equipment Furniture and fixtures 3,090 565 2,525 ------- ------- ------- 41,749 8,523 33,226 Intellectual property 41,019 - 41,019 ------- ------- ------- $82,768 $ 8,523 $74,245 March 31, 2001 ------------------------------- Accumulated depreciation and Net book Cost amortization value ------- ------------ -------- Property and equipment: Computer software and equipment $30,557 $ 5,373 $25,184 Furniture and fixtures 3,354 395 2,959 ------- ------- ------- 33,911 5,768 28,143 Intellectual property 32,441 - 32,441 ------- ------- ------- $66,352 $ 5,768 $60,584 5. Advances from related parties: The advances are from directors of Javien Canada Inc., the Company's wholly-owned subsidiary for the purpose of funding the operations of the Company. During the period from April 1, 2000 (inception) through March 31, 2001, $63,460 ($100,000 CAD) in advances were made and no amounts were repaid. During the three months ended June 30, 2001 (unaudited) no additional advances were made and no amounts were repaid. The advances are due on demand, are unsecured and bear no interest. 6. Convertible debenture: On January 1, 2001, the Company issued a convertible debenture in the aggregate principal amount of $61,556 ($97,000 CAD). The debenture was issued by the Company in exchange for a debt owed by the Company's wholly-owned subsidiary to the holder, an unrelated third party, with regard to a sublease agreement dated January 1, 2001. The debenture bears interest at 8.0% per annum, matures on December 31, 2002, and, at the holder's option, is convertible into shares of the Company's common stock at a conversion price equal to a per share value of the lesser of (i) $0.75 (CAD) per share or (ii) the lowest effective price per share of any private placement or public financing of the Company's securities completed by the Company during the period that any principal amount of the debenture is outstanding. At the holder's option, accrued but unpaid interest can be paid by the issuance of common shares based on the conversion price applicable to the principal. In connection with the issuance of the convertible debenture, a warrant was issued which entitles the holder to purchase 100,000 shares of the Company's common stock at an exercise price of $.75 (CAD) per share. The warrant is exercisable through December 31, 2005. The Company's management believes that the terms of the debenture reflected current market conditions at the date of issuance, therefore, the amount of debt proceeds allocable to the warrant was deemed to be nominal. Under the terms of the debenture agreement, the holder is entitled to exercise the conversion feature of the debt or to demand payment of the principal balance outstanding in cash on the date of any merger, sale or other conveyance of ownership of the Company, as defined in the debenture agreement. As a result of the sale of the common shares owned by the Company's principal shareholders to Business Plan Exchange, Inc. on September 5, 2001 (Note 11), the entire outstanding balance of the debenture has been classified as current. 7. Shareholders' equity: Common stock: Upon incorporation, the Company received cash of $70,390 in exchange for 10,200,000 shares of the Company's common stock and warrants to purchase an additional 20,400,000 shares of the Company's common stock. These warrants were exercisable immediately though April 30, 2001 at an exercise price of $0.34 per share. In addition, through a private placement, the Company received cash of $1,799,245 in exchange for 5,300,000 shares of the Company's common stock and warrants to purchase an additional 10,600,000 shares of the Company's common stock. These warrants were exercisable immediately through April 30, 2001 at an exercise price of $0.34 per share. The warrant agreements contain a penalty provision for failure by the Company to meet certain targets, as defined in the warrant agreements. Because the Company was unable to meet the targets outlined in the warrant agreements, the penalty provisions applied which resulted in the Company issuing 4,650,000 of additional warrants, reductions in the exercise prices of the warrants and an extension of the period through which the warrants could be exercised to June 15, 2001. The warrant agreements also provided for an early exercise incentive, whereby the exercise price of the warrants was reduced, if the holders exercised their warrants prior to June 1, 2001. As a result of this early exercise incentive, 12,990,000 warrants were exercised at a price of $.072 per share. At June 30, 2001, the company recorded a receivable in the amount of $186,581 in connection with the exercise of a portion of these warrants. This balance was collected subsequent to June 30, 2001. The remaining 22,660,000 warrants expired on June 15, 2001. Stock option plan: The Company has established a stock option plan (the Option Plan) for directors, officers, employees and consultants of its wholly-owned subsidiary and has reserved 6,000,000 shares of common stock for issuance under the Option Plan. Vesting provisions are determined by the Board of Directors. Stock options generally expire 5 years from the date of grant unless otherwise stated in the Option Plan. A summary of the stock option activity is as follows: June 30, 2001 (unaudited) March 31, 2001 ------------------- ------------------ Weighted Weighted Number average Number average of exercise of exercise options price options price Outstanding, beginning of Period 2,975,50 $0.055 --- --- Granted --- --- 2,975,500 $0.057 Forfeited --- --- --- --- Exercised --- --- --- --- --------- ------ --------- ------ Outstanding, end of period 2,975,500 $0.056 2,975,500 $0.055 Options exercisable at end of period 2,585,00 $0.017 2,535,000 $0.010 Weighted average exercise price of options granted during the period at less than market value $0.039 Weighted average exercise price of options granted during the period exceeding market value $0.530 Weighted average fair value of options granted during the period at less than market value $0.305 Weighted average fair value of options granted during the period exceeding market value $0.000 The following summarizes information about stock options outstanding at June 30, 2001 (unaudited): Exercisable Outstanding stock options stock options ----------------------------------------- ----------------- Weighted average Weighted Weighted Number remaining average Number average Exercise of contractual exercise of exercise price options life price options price ---------- -------- ----------- -------- --------- ------- $0.17-$0.52 475,500 55 months $0.317 85,000 $0.311 $0.007 2,500,000 21 months $0.007 2,500,000 $0.007 --------- ---------- ------ --------- ------ 2,975,500 26.43 mths $0.056 2,585,000 $0.017 The following summarizes information about stock options outstanding at March 31, 2001: Exercisable Outstanding stock options stock options ----------------------------------------------------------- Weighted average Weighted Weighted Number remaining average Number average Exercise of contractual exercise of exercise price options life price options price ---------- -------- ----------- -------- -------- ------- $0.16-$0.50 475,500 58 months $0.310 35,000 $0.272 $0.006 2,500,000 24 months $0.006 2,500,000 $0.006 --------- ---------- ------ --------- ------ 2,975,500 29.43 mths $0.055 2,535,000 $0.010 During the period from April 1, 2000 (inception) through March 31, 2001, options to purchase 425,500 shares of the Company's common stock, at exercise prices ranging from $.16 to $.50 per share, were granted to employees of the Company. The options expire in January 2006. The exercise prices varied, and in certain circumstances, the estimated market value of the common stock exceeded the exercise price of the options on the date of the grant resulting in compensation expense to the Company. During the three months ended June 30, 2001 and the period from April 1, 2000 (inception) through March 31, 2001, the Company recorded $4,570 and $3,005 respectively, in compensation expense as a result of the granting of these options. During the period from April 1, 2000 (inception) through March 31, 2001, the Company granted 2,550,000 options to third party consultants of the Company. These options were granted at exercise prices of $.006 and $.17 per share. The options expire through January 2006. The options were valued at $831,215 using the Black-Scholes option-pricing model resulting in $8,715 being charged to general and administrative expense and $822,500 to research and development expense. ($669,926 of this amount was expensed during the three months ended June 30, 2000). Expense related to these options for the three months ended June 30, 2001 (unaudited), was not material. Warrants: Warrant activity for each of the periods is as follows: June 30, 2001 (unaudited) March 31, 2001 ---------------------- ------------------- Weighted Weighted Number average Number average of exercise of exercise warrants price warrants price ------------ --------- ---------- -------- Outstanding, beginning of Period 36,714,333 $0.161 ---- ---- Granted 770,536 $0.248 36,714,333 $0.337 Exercised (12,990,000) ($0.072) ---- ---- Expired (22,660,000) ($0.072) ---- ---- ------------ -------- ---------- ------- Outstanding, end of period 1,834,869 $0.238 36,714,333 $0.083 Warrants exercisable at end of period 1,834,869 $0.238 36,714,333 $0.083 Weighted average exercise price of warrants granted during the period at less than market value $0.240 $0.191 Weighted average exercise price of warrants granted during the period at market value --- $0.340 Weighted average exercise price of warrants granted during the period exceeding market value $0.487 $0.500 Weighted average fair value of warrants granted during the period at less than market value $0.125 $0.195 Weighted average fair value of warrants granted during the period at market value --- $0.011 A summary of warrants outstanding at June 30, 2001 (unaudited) is set out below: Weighted average Weighted Number remaining average Exercise of contractual exercise price warrants life price -------- -------- ------------ --------- $ 0.165 747,900 54.70 months $0.165 $ 0.250 890,969 57.24 months 0.020 $ 0.496 156,000 54.80 months 0.496 $ 0.330 40,000 60 months 0.330 ------- --------- ------------ ------ 1,834,869 56.06 months $0.238 A summary of warrants outstanding at March 31, 2001 is set out below: Weighted average Weighted Number remaining average Exercise of contractual exercise price warrants life price -------- ---------- ------------ --------- $ 0.080 35,650,000 2.5 months $0.080 $ 0.159 661,500 57 months 0.159 $ 0.476 132,000 57 months 0.476 $ 0.250 270,833 58.5 months 0.250 ------- ---------- ------------ ------ 36,714,333 4.09 months $0.083 Warrants to purchase 644,136 and 31,764,333 shares of the Company's common stock were granted to employees during the three months ended June 30, 2001 (unaudited) and the period from April 1, 2000 (inception) through March 31, 2001, respectively. The exercise prices varied, and in certain circumstances, the estimated market value of the common stock exceeded the exercise price of the warrants on the date of grant resulting in compensation expense to the Company. During the three months ended June 30, 2001 and the period from April 1, 2000 (inception) through March 31, 2001, the Company recorded $52,938 and $117,486, respectively, in compensation expense as a result of the granting of these warrants. During the three months ended June 30, 2001, the Company granted 126,400 warrants to third parties and consultants of the Company. These warrants were granted at exercise prices of $0.16 and $0.33 per share. The warrants expire in January 2006. The warrants were valued at $22,210 using the Black-Scholes option pricing model and that expense was charged to marketing and business development expense. During the period from April 1, 2000 (inception) through March 31, 2000, the Company granted 300,000 warrants to third parties and consultants of the Company. These warrants were granted at exercise prices of $0.25 and $0.50 per share. The warrants expire in February 2006. The warrants were valued at $30,400 using the Black- Scholes option pricing model and that expense was charged $15,200 to general and administrative expense and $15,200 to marketing and business development expense. The fair value of each option and warrant granted is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions: June 30, 2001 (unaudited) March 31, 2001 ------------- -------------- Expected dividend yield 0% 0% Expected stock price volatility 0% 0% Risk-free interest rate 6.31% 6.33% Expected life of options 3-5 years 3-5 years The Company applies APB 25 for its employee-based stock compensation plans. Had compensation cost for the Company's issuance of stock options and warrants been determined based on fair value at the grant dates consistent with the method prescribed under SFAS No. 123, the Company's net loss and net loss per share would have been changed to the proforma amounts indicated below: Period from April 1, 2000 Period from Three months Three months (inception) April 1, 2000 ended ended through (inception) June 30 June 30 June 30 through 2001 2000 2000 March 31,2001 (unaudited) (unaudited) (unaudited) Net loss, as reported $(2,717,100) $(460,858) $(752,467) $(3,177,958) Net loss, pro forma $(2,877,773) $(565,863) $(752,467) $(3,443,636) 8. Income taxes: Temporary differences and carry forwards that give rise to deferred tax assets and liabilities as of June 30, 2001 (unaudited) and March 31, 2001 are as follows: June 30, March 31, 2001 2001 (unaudited) ------------ ----------- Deferred tax assets: Net operating loss carry forward $ 934,000 $ 766,000 Stock based compensation: Stock options 372,000 370,000 Stock warrants 99,000 66,000 Property and equipment 4,000 3,000 ----------- ----------- 1,409,000 1,205,000 Less: valuation allowance (1,409,000) (1,205,000) ----------- ----------- $ --- $ --- For the three months ended June 30, 2001 (unaudited), the three months ended June 30, 2000 (unaudited), the period from April 1, 2000 (inception) through March 31, 2001 and the period from April 1, 2000 (inception) through June 30, 2001 (unaudited) all losses of the Company were derived from its operations in Canada. The Company has no current provision for income taxes for the three months ended June 30, 2001 (unaudited), the three months ended June 30, 2000 (unaudited) and the period from April 1, 2000 (inception) through March 31, 2001 due to the Company's net operating losses during those periods. Based on statutory rates, the Company's expected tax benefit arising from the net losses for the three months ended June 30, 2001 (unaudited), the three months ended June 30, 2000 (unaudited), the period from April 1, 2000 (inception) through March 31, 2001 and the period from April 1, 2000 (inception) through June 30, 2001 (unaudited) would be approximately $168,000, $36,000, $766,000 and $934,000, respectively. The difference between the expected tax benefit and non-recognition of a tax benefit during the periods is primarily the result of a valuation allowance applied to deferred tax assets in excess of deferred tax liabilities. The valuation allowance offsets the net deferred tax assets for which there is no assurance of recovery. The valuation allowance is evaluated considering positive and negative evidence about whether the deferred tax assets will be realized. At the time of evaluation, the allowance is either increased or reduced, reduction could result in the complete elimination of the allowance if positive evidence indicates that the value of the deferred tax assets is no longer impaired and the allowance is no longer required. The net operating loss carry forwards of approximately $2,103,000 and approximately $1,726,000 at June 30, 2001 and March 31, 2001, respectively, arise from the Company's operations in Canada. The net operating loss carry forward expires in 2008. 9. Segment information: SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information, establishes standards for the reporting and disclosure of information about operating segments in annual and interim financial statements. Operating segments are defined as components of an enterprise for which separate financial information is available that is evaluated regularly by the chief operating decision maker(s) in deciding how to allocate resources and in assessing performance. SFAS No. 131 also requires disclosures about products and services, geographic areas and major customers. Management has determined that the Company operates in one dominant, operating segment that involves research, development and commercialization of products and services relating to next level Internet infrastructure. Substantially all of the Company's assets and employees are located in Canada. 10. Commitments: The Company has entered into operating leases for office facilities, office equipment and computers which expire at various times through 2005. Future minimum lease payments under all non-cancelable operating leases having a remaining term in excess of twelve months are as follows: Year ended March 31, 2002 $232,800 2003 232,300 2004 146,700 2005 17,500 2006 2,800 $632,100 Rent expense incurred under all operating leases was approximately $58,000 for the three months ended June 30, 2001 (unaudited), approximately $118,800 for the period from April 1, 2000 (inception) through March 31, 2001 and approximately $176,800 for the period from April 1, 2000 (inception) through March 31, 2001 (unaudited). 11. Subsequent event (unaudited): On September 5, 2001, the Company's principal shareholders agreed to sell to Business Plan Exchange, Inc. ("BPX"), all of their shares of the Company, representing over 95% of all of the issued and outstanding shares of the Company, in exchange for 11,431,200 newly issued post- reverse split shares of voting common stock of BPX. The transaction will be accounted for as a reverse acquisition of BPX by the Company, since the shareholders of the Company will own approximately 91.4% of the post acquisition common shares of the consolidated entity immediately after the completion of the transaction. Under reverse acquisition accounting, the Company will be identified as the acquiror for accounting purposes, the consolidated entity will be considered to be a continuation of the Company with BPX consolidated from the date of completion of the transaction, and the pre- transaction financial position, results of operations and cash flows of the consolidated entity will be those of the Company. BPX, a company incorporated under the laws of the State of Delaware, is a "blank check" company, as defined by the Securities and Exchange Commission, and, at June 30, 2001, contains no assets and liabilities of $2,813. In addition, the Company has certain outstanding options and warrants to acquire shares of its common stock that BPX also desires to acquire. As such, BPX will take steps to adopt a stock option plan similar to the Option Plan currently used by the Company. BPX plans to grant options and warrants to current holders of options and warrants under the Company's Option Plan. The terms of the above transaction are preliminary and may change, principally due to the differences in amounts of identifiable assets and liabilities between those as at the date of the acquisition agreement and the actual closing date. JAVIEN, INC. (FORMERLY BUSINESS PLAN EXCHANGE, INC.) UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED JUNE 30, 2001 Effective September 5, 2001, Business Plan Exchange, Inc. (BPX): a). Effectuated a 3 for 1 reverse stock split of its common stock. b). Entered into an acquisition agreement (the Agreement) with Javien, Inc. (Javien) and certain shareholders who owned approximately 95.26% of Javien's outstanding common stock. (the Principal Shareholders). Javien, Inc. is a development stage enterprise that was incorporated under the laws of the Commonwealth of the Bahamas on June 25, 1996. Javien's wholly-owned operating subsidiary is Javien Canada, Inc., a Canadian corporation formed on July 28, 1999 for the purpose of developing software and other intellectual property which is designed to facilitate a new economy of virtual-world based consumers and producers. c). Issued 100,000 shares of common stock to legal counsel in exchange for services. d). Changed its name to Javien, Inc. Pursuant to the Agreement, the Principal Shareholders of Javien agreed to sell to BPX, 27,140,000 shares of Javien common stock in exchange for 11,431,200 shares of BPX common stock. This transaction represents a reverse acquisition of BPX by Javien, since the Principal Shareholders of Javien own approximately 91.4% of the post acquisition common shares of the consolidated entity immediately after the completion of the transaction. For accounting purposes, the acquisition has been treated as an acquisition of BPX by Javien and as a recapitalization of Javien. The accompanying unaudited pro forma condensed consolidated balance sheet gives effect to the reverse split and Agreement as if they had been consummated on June 30, 2001. The accompanying unaudited pro forma condensed consolidated statement of operations gives effect to the transactions as if they had been consummated on July 1, 2000. The unaudited pro forma condensed consolidated financial statements should be read in conjunction with the historical financial statements of Javien, as well as those of BPX. The unaudited pro forma condensed consolidated financial statements do not purport to be indicative of the financial position that actually would have resulted had the transactions been consummated on June 30, 2001, or to be indicative of the results of operations that would have occurred had the transactions been consummated on July 1, 2000. Javien, Inc. (Formerly Business Plan Exchange, Inc.) Unaudited Pro Forma Condensed Consolidated Statement of Operations Year Ended June 30, 2001 Historical -------------------------- Javien, Inc. Year Ended Business Plan March 31, Pro form Exchange, Inc 2001 adjustments Pro forma ------------- ------------ ----------- --------- AA Operating expenses $43,802 $2,715,769 C $(43,802) $2,715,769 Interest expense 1,331 1,331 ------------- ------------ ----------- --------- Loss before majority interest (43,802) (2,717,100) 43,802 (2,717,100) Minority interest D 128,782 128,782 ------------- ------------ ----------- --------- Net loss $(43,802) $(2,717,100) $172,584 $(2,588,318) Net loss per share $(0.01) $0.02 $(0.21) Weighted average number of common shares outstanding 3,213,713 E 9,289,020 12,502,733

Javien, Inc. (Formerly Business Plan Exchange, Inc.) Unaudited Pro Forma Condensed Consolidated Balance Sheet June 30,2001 Historical ----------------------- Business Plan Javien, Pro forma Exchange, Inc Inc. adjustments Pro forma ------------- --------- ------------ ---------- ASSETS: Current assets: Cash and cash equivalents $ $530,721 $530,721 GST recoverable 16,809 16,809 Receivable from exercise of warrants 186,581 186,581 32,137 32,137 ------------- --------- ------------ ---------- Total current assets 766,248 766,248 Property and equipment 33,226 33,226 Intellectual property 41,019 41,019 ------------- --------- ------------ ---------- $ $840,493 $ $840,493 LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT): Current liabilities: Accounts payable $40,880 $40,880 Accrued expenses $2,813 17,229 20,042 Advances from related parties 66,070 66,070 Convertible debenture 64,088 64,088 ------------- --------- ------------ ---------- Total current liabilities $2,813 188,267 191,080 ------------- --------- ------------ ---------- Minority interest $30,906 30,906 Common stock 3,215 2,801,770 A (2,143) 12,503 B(2,787,124) B (3,215) Additional paid-in capital 164,537 1,061,824 A 2,143 3,817,372 Deficit accumulated during B 2,588,868 development stage (170,565) (3,177,958) B 170,565 (3,177,958) Accumulated other comprehensive loss (33,410) (33,410) ------------- --------- ------------ ---------- (2,813) 652,226 649,413 $ --- $ 840,493 $ --- $840,493

1. Description of the transaction Effective September 5, 2001, Business Plan Exchange, Inc. (BPX): a). Effectuated a 3 for 1 reverse stock split of its common stock. b). Entered into an acquisition agreement (the Agreement) with Javien, Inc. (Javien) and certain shareholders who owned approximately 95.26% (the Principal Shareholders) of Javien's outstanding common stock. c). Changed its name to Javien, Inc Pursuant to the Agreement, the Principal Shareholders of Javien agreed to sell to BPX, 27,140,000 shares of Javien common stock in exchange for 11,431,200 shares of BPX common stock. This transaction represents a reverse acquisition of BPX by Javien, since the Principal Shareholders of Javien own approximately 91.4% of the post acquisition common shares of the consolidated entity immediately after the completion of the transaction. For accounting purposes, the acquisition has been treated as an acquisition of BPX by Javien and as a recapitalization of Javien. The historical shareholders' equity of Javien, prior to the transaction, is to be retroactively restated for the equivalent number of shares exchanged in the transaction after giving effect to any difference in the par value of BPX's and Javien's common stock, with an offset to additional paid-in capital. For purposes of the proforma condensed consolidated statement of operations for the year ended June 30, 2001, BPX's historical statement of operations for the year ended June 30, 2001, was combined with Javien's historical statement of operations for the year ended March 31, 2001. 2. Description of the pro forma adjustments: (A) To reflect the 3 for 1 reverse stock split of BPX's common stock resulting in a reclassification between common stock and additional paid-in capital. (B) To reflect the acquisition of 95% (27,140,00 shares) of the outstanding common stock (28,490,000 shares) of Javien in exchange for 11,431,200 shares of BPX's common stock. The transaction is recorded as a reverse acquisition. The historical shareholders' equity of Javien prior to the merger is retroactively restated (a recapitalization) for the equivalent number of shares exchanged in the merger after giving effect to any difference in the par value of BPX's and Javien's common stock, with an offset to additional paid in capital. The accumulated deficit of Javien is carried forward after the acquisition. (C) To reflect the issuance of 100,000 shares of common stock, with an estimated value of $30,000, in exchange for legal services. (D) To eliminate the expenses of BPX, as these expenses do not relate to the ongoing operations. (E) To reflect the approximate 4.74% minority interest. (F) To reflect weighted average shares for the reverse stock split and the issuance of shares in connection with the above transactions resulting in 12,602,733 shares outstanding immediately after the transaction. SIGNATURES In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: November 15, 2001 Javien, Inc. (Registrant) /s/ Richard W. Wolfli President

BUSINESS PLAN EXCHANGE INC 8-K/A