SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB/A
Amendment No. 1
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 OR THE TRANSITION PERIOD FROM __________ TO
__________
Commission file number 0-19333
Bion Environmental Technologies, Inc.
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(Exact name of registrant as specified in its charter)
Colorado 84-1176672
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
18 East 50th Street 10th Floor, New York, NY 10022
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(Address of principal executive offices) (Zip Code)
(212) 758-6622
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(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No___
The number of shares outstanding of registrant's classes of common stock, as
of November 10, 2000: Common Stock, No Par Value, 13,041,685.
Transitional Small Business Disclosure Format (Check one): Yes ___ No X
PART II
ITEM 2. Changes in Securities and Use of Proceeds
The following securities were sold in the three month period ended
September 30, 2000 without registration under the Securities Act of 1933, as
amended:
Warrants
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We issued 1,000,000 D2D Warrants and 500,000 D2E Warrants issued to D2
CO. LLC on August 10, 2000 to purchase restricted and legended stock at $3.50
and $6.00 per share, respectively. These warrants were valued at $737,005
using the Black-Scholes model and are exercisable from January 1, 2002 to
August 10, 2005. See our Form 8-K dated August 3, 2000, Exhibit 99.2. These
warrants were issued for services rendered pursuant to the management
agreement between us and D2 CO. LLC.
We issued 100,000 J-2 Warrants to a director on August 10, 2000 to
purchase restricted and legended stock at $2.375 per share. These warrants
are exercisable from August 10, 2000 to December 31, 2004 and were valued at
$63,873 using the Black-Scholes model. See our Form 8-K dated August 3, 2000,
Exhibit 99.3. These warrants were issued for services rendered.
We issued 3,825 J-1 Warrants on August 9, 2000 to a broker as
compensation for their placement of convertible bridge notes. See our Form 8-
K dated April 13, 2000 Exhibits 10.1, 10.2, and 10.3.
Common Stock
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We issued 1,139,016 shares of restricted and legended Common Stock to 43
holders of Class X and Z Warrants in exchange for their warrants. 634,656
Class X Warrants and 6,323,884 Class Z Warrants were exchanged and we recorded
$2,173,460 as additional expense related to the beneficial value of the
consideration received over the value of the Warrants surrendered.
Convertible Notes
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During the quarter ended September 30, 2000, we added $60,000 in
principal to the convertible bridge notes held by D2Co., LLC for management
fees. We also added $107,884 of interest to the convertible notes listed in
Note 3 during the quarter ended September 30, 2000.
The warrants, shares of our Common Stock and convertible notes which were
issued pursuant to the transactions set forth above were issued in reliance
upon the exemptions from registration afforded by Sections 3(b), 4(2), and/or
other provisions of the Securities Act of 1933, as amended. Each of the
persons to whom such securities were issued made an informed investment
decision based upon negotiation with us and was provided with appropriate
offering documents and/or access to material information regarding Bion. We
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believe that such persons had knowledge and experience in financial and
business matters such that they were capable of evaluating the merits and
risks of the acquisition of our Common Stock in connection with these
transactions. All certificates representing such common shares bear an
appropriate legend restricting the transfer of such securities, except in
accordance with the Securities Act of 1933, as amended, and stop transfer
instructions have been provided to our transfer agent in accordance therewith.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this amendment to be signed on its behalf by the
undersigned thereunder duly authorized.
Bion Environmental Technologies, Inc.
By: /s/ David Fuller
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David Fuller, Authorized Officer and
Principal Accounting Officer
Dated: February 20, 2002
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