##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549
 Form 10-QSB þ
    
    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
 For the quarterly period ended March 31, 2004 o
    
    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
 Commission File Number 0-50520 Biomass Processing Technology, Inc.   Delaware
    
    65-0638890(State or Other Jurisdiction of
Incorporation or Organization)
    
    (I.R.S. Employer
Identification No.)3222 Commerce Place, Suite A, West Palm Beach, Florida
    
    33407(Address of Principal Executive Offices)
    
    (Zip Code)
 (561) 684-6611   Securities registered under Section 12 (b) of the Exchange Act: None Securities registered under Section 12(g) of the Exchange Act: Common Stock,
$.02 par value Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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   
o As of May 21, 2004, there were 69,618,038 shares of Common Stock issued and
outstanding. Transitional Small Business Disclosure Format:   Yes   x   No   
o




---



##### Table of Contents



TABLE OF CONTENTS PART I FINANCIAL INFORMATIONItem 1. Financial Statements
    
    
    4Item 2. Plan of Operation
    
    
    13Item 3. Controls and Procedures
    
    
    13PART II OTHER INFORMATIONItem 2. Changes in Securities and Use of Proceeds
    
    
    14Item 6. Exhibits and Reports on Form 8-K
    
    
    15SIGNATURES
    
    
    16CERTIFICATION OF CEO & CFO PURSUANT TO SECTION 302CERTIFICATION OF CEO & CFO PURSUANT TO SECTION 906
 2




---



##### Table of Contents



Caution Regarding Forward-Looking Information This quarterly report contains both historical and forward-looking
statements. All statements, other than statements of historical facts, that
address future activities, events or developments are forward-looking
statements, including, but not limited to, statements containing the words
believe, anticipate, expect and words of similar import. These statements
are based on certain assumptions and analyses made by us in light of our
experience and our assessment of historical trends, current conditions and
expected future developments as well as other factors we believe are
appropriate under the circumstances. Whether actual results will conform to
the expectations and predictions of management, however, is subject to a number
of risks and uncertainties that may cause actual results to differ materially.
Such risks include, among others, the risks described under Description of
Business  Risk Factors in the Companys Annual Report on Form 10-KSB for the
year ended December 31, 2003. Consequently, all of the forward-looking statements made in this Form
10-QSB are qualified by these cautionary statements and there can be no
assurance that the actual results anticipated by management will be realized
or, even if substantially realized, that they will have the expected
consequences to or effects on the Companys business operations. 3




---



##### Table of Contents



PART I. FINANCIAL INFORMATION 
 ITEM 1. FINANCIAL
STATEMENTS BIOMASS PROCESSING TECHNOLOGY, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
MARCH 31, 2004 AND DECEMBER 31, 2003 (Unaudited)March 31,
    
    December 31,2004
    
    2003ASSETSCurrent assetsCash and cash equivalents
    
    $
    67,703
    
    
    $
    394,816Accounts receivable
    
    
    244,287
    
    
    
    101,503Prepaid expenses and other current assets
    
    
    217,199
    
    
    
    273,224Equipment in process, held for sale
    
    
    1,856,825
    
    
    
    1,647,321Total Current Assets
    
    
    2,386,014
    
    
    
    2,416,864Property and equipment, net
    
    
    23,625,374
    
    
    
    22,803,456Other assetsPatent application costs
    
    
    195,792
    
    
    
    98,160Deposits and other assets
    
    
    101,275
    
    
    
    101,275Total Other Assets
    
    
    297,067
    
    
    
    199,435Total Assets
    
    $
    26,308,455
    
    
    $
    25,419,755LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilitiesAccounts payable
    
    $
    1,146,348
    
    
    $
    622,571Accrued expenses
    
    
    207,085
    
    
    
    138,467Current portion- long term debt and capital leases
    
    
    267,417
    
    
    
    297,488Total Current Liabilities
    
    
    1,620,850
    
    
    
    1,058,526Long-term DebtLong term debt and capital leases, less current portion
    
    
    60,084
    
    
    
    101,185Convertible Promissory Note
    
    
    10,000
    
    
    
    Note Payable  Officer
    
    
    110,000
    
    
    
    Total Long term debt
    
    
    180,084
    
    
    
    101,185Commitments and ContingenciesStockholders equityCommon stock, $.02 par value; 100,000,000 shares
authorized; issued and outstanding, 69,618,038 at
March 31, 2004 and 69,431,788 at December 31, 2003
    
    
    1,392,361
    
    
    
    1,388,636Additional paid in capital
    
    
    37,847,516
    
    
    
    37,106,241Deficit accumulated during the development stage
    
    
    (14,732,356
    )
    
    
    (14,234,833
    )Total Stockholders Equity
    
    
    24,507,521
    
    
    
    24,260,044Total Liabilities and Stockholders Equity
    
    $
    26,308,455
    
    
    $
    25,419,755
 See accompanying notes to the consolidated financial statements 4




---



##### Table of Contents



BIOMASS PROCESSING TECHNOLOGY, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) CumulativeDuringDevelopment
    
    Three Months Ended March 31,Stage (see Note 1)
    
    2004
    
    2003Revenues
    
    $
    7,186,192
    
    
    $
    359,329
    
    
    $
    580,939Cost of services provided
    
    
    7,082,601
    
    
    
    334,817
    
    
    
    558,101Gross profit
    
    
    103,591
    
    
    
    24,512
    
    
    
    22,838Operating
expenses
Research and development
    
    
    14,389,246
    
    
    
    516,206
    
    
    
    484,243(Gain) loss on disposal of assets
    
    
    98,746
    
    
    
    (203
    )
    
    
    (1,011
    )Total operating expenses
    
    
    14,487,992
    
    
    
    516,003
    
    
    
    483,232Interest expense
    
    
    (347,955
    )
    
    
    (6,032
    )
    
    
    (6,647
    )Loss before income tax benefit
    
    
    (14,732,356
    )
    
    
    (497,523
    )
    
    
    (467,041
    )Income tax benefit
    
    
    
    
    
    
    
    
    
    
    Net loss
    
    $
    (14,732,356
    )
    
    $
    (497,523
    )
    
    $
    (467,041
    )Basic and diluted loss per share
    
    
    
    
    
    $
    (0.01
    )
    
    $
    (0.01
    )Weighted average number of shares
outstanding, basic and diluted
    
    
    
    
    
    
    69,495,346
    
    
    
    68,573,794
 See accompanying notes to the consolidated financial statements 5




---



##### Table of Contents



BIOMASS PROCESSING TECHNOLOGY, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
(UNAUDITED) DeficitAccumulatedNumber of
    
    Common
    
    
    
    
    
    During theCommon
    
    Stock,
    
    Paid in
    
    DevelopmentShares
    
    at Par Value
    
    Capital
    
    Stage
    
    TotalBalances as of December 31, 2003
    
    
    69,431,788
    
    
    $
    1,388,636
    
    
    $
    37,106,241
    
    
    $
    (14,234,833
    )
    
    $
    24,260,044Contribution of common shares
    
    
    (25,000
    )
    
    
    (500
    )
    
    
    500
    
    
    
    
    
    
    
    Issuance of common shares
    
    
    211,250
    
    
    
    4,225
    
    
    
    740,775
    
    
    
    
    
    
    
    745,000Net loss for the three month
period ended March 31, 2004
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (497,523
    )
    
    
    (497,523
    )Balances as of March 31, 2004
    
    
    69,618,038
    
    
    $
    1,392,361
    
    
    $
    37,847,516
    
    
    $
    (14,732,356
    )
    
    $
    24,507,521
 See accompanying notes to the consolidated financial statements 6




---



##### Table of Contents



BIOMASS PROCESSING TECHNOLOGY, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) For the Three Months EndedCumulative During Development
    
    March 31,Stage (see Note 1)
    
    2004
    
    2003Operating ActivitiesNet Loss
    
    $
    (14,732,356
    )
    
    $
    (497,523
    )
    
    $
    (467,041
    )Adjustments to reconcile net loss to net
cash used in operations:Depreciation
    
    
    1,072,235
    
    
    
    46,475
    
    
    
    61,766Loss (gain) on disposal of assets
    
    
    98,746
    
    
    
    (203
    )
    
    
    (1,011
    )Stock-based compensation
    
    
    163,700
    
    
    
    
    
    
    
    Changes in certain assets and liabilities:Equipment in process, held for sale
    
    
    (1,856,825
    )
    
    
    (209,504
    )
    
    
    (402,650
    )Accounts receivable
    
    
    (244,287
    )
    
    
    (142,784
    )
    
    
    14,697Prepaid expenses & other current assets
    
    
    (217,199
    )
    
    
    56,025
    
    
    
    (5,535
    )Deposits and other assets
    
    
    (101,275
    )
    
    
    
    
    
    
    (7,727
    )Accounts payable and accrued expenses
    
    
    1,353,433
    
    
    
    592,395
    
    
    
    267,332Net Cash Used in Operations
    
    
    (14,463,828
    )
    
    
    (155,119
    )
    
    
    (540,169
    )Investing ActivitiesProceeds from sale of assets
    
    
    98,730
    
    
    
    2,800
    
    
    
    25,930Patent application costs
    
    
    (195,792
    )
    
    
    (97,632
    )
    
    
    Purchases of property and equipment
    
    
    (23,720,783
    )
    
    
    (870,990
    )
    
    
    (255,480
    )Net Cash Used in Investing Activities
    
    
    (23,817,845
    )
    
    
    (965,822
    )
    
    
    (229,550
    )Financing ActivitiesProceeds from long-term debt issuances
    
    
    219,596
    
    
    
    10,000
    
    
    
    Repayment of debt and capital leases
    
    
    (1,056,397
    )
    
    
    (71,172
    )
    
    
    (93,340
    )Proceeds from note payable  officer
    
    
    110,000
    
    
    
    110,000
    
    
    
    Proceeds from common stock issuances
    
    
    39,076,177
    
    
    
    745,000
    
    
    
    752,100Net Cash Provided by Financing Activities
    
    
    38,349,376
    
    
    
    793,828
    
    
    
    658,760Net increase (decrease) in cash and cash equivalents
    
    
    67,703
    
    
    
    (327,113
    )
    
    
    (110,959
    )Cash and cash equivalents at beginning of the period
    
    
    
    
    
    
    394,816
    
    
    
    188,434Cash and cash equivalents at the end of the period
    
    $
    67,703
    
    
    $
    67,703
    
    
    $
    77,475(continued)
 See accompanying notes to the consolidated financial statements 7




---



##### Table of Contents



BIOMASS PROCESSING TECHNOLOGY, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) For the Three Months
EndedCumulative During Development
    
    March 31,Stage (see Note 1)
    
    2004
    
    2003Supplemental Disclosure of Cash Flow InformationCASH PAID DURING THE PERIOD FOR:Interest (net of amounts capitalized)
    
    $
    348,111
    
    
    $
    6,188
    
    
    $
    6,647Income taxes
    
    $
    
    
    
    $
    
    
    
    $
    
 Supplemental Disclosure of Noncash Investing and Financing Activities: Equipment Financing Since inception, the Company acquired equipment and vehicles by entering into capital leases and debt agreements
totaling $1,174,302. See accompanying notes to the consolidated financial statements 8




---



##### Table of Contents



BIOMASS PROCESSING TECHNOLOGY, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1  BASIS OF PRESENTATION Organization and Basis of
Consolidation: Biomass Processing Technology, Inc.
began its activities on January 30, 1996. Its principal offices and laboratory
are located in West Palm Beach, Florida with construction in progress on a
facility in Okeechobee, Florida. The Company is constructing a combined animal
and vegetative (CAV) biomass conversion and fermentation facility and
equipment which the Company intends to use to process biomass residue to basic
feed stocks for the chemical and energy markets. The Company is also engaged
in research and development activities, which include the development of
products produced from biomass materials and production equipment that performs
the Companys processes. The accompanying consolidated financial statements include the accounts of
Biomass Processing Technology, Inc. and its wholly-owned subsidiaries, Omni
Environmental Corporation, (formerly known as Omni Technologie International,
Ltd.), BPT CAV1 Corporation (CAV1), and BPT Intellectual Property Corporation
(IP) (collectively, the Company). All significant inter-company
transactions have been eliminated. CAV1 was incorporated in the State of
Florida on October 24, 2003, to operate the CAV1 facility when operational and
IP was incorporated in the State of Delaware on October 24, 2003, to manage
certain intellectual property assets. These two companies were inactive in
2003. Certain assets were transferred to CAV1 and IP by the parent as of
January 1, 2004, and the accounts of these subsidiaries are included in the
consolidated group as of January 1, 2004. The transfer of assets to the
subsidiaries was effected to address future organizational needs and does not
represent any change in current operations. Development Stage and Going Concern Considerations: The Company is a
development stage enterprise as planned principal operations have not
commenced, and the Company has not generated significant revenues since its
inception. Historically, the Company has relied upon outside investor funds to
maintain its operations and develop its business. Should the Company continue
to experience operating losses during the remainder of 2004, it will be
necessary to raise additional funds from outside investors and/or lenders in
order to continue as a going concern. The Company cannot provide assurances
that if additional investor funding were needed, the necessary funds would be
available, or available on terms acceptable to the Company. The accompanying
financial statements have been prepared on a going concern basis, which
contemplates the realization of assets and the settlement of liabilities in the
normal course of business. During the next twelve months, the Company expects
to allocate its capital resources to the completion of its production
facilities, product development and sales. The Company intends to complete the
modifications to its CAV1 facility in Okeechobee, Florida, including the
ability to conduct a hydrolysis process at its CAV1 facility, to complete all
testing activities with respect to the operation of the CAV1 facility, to then
cause the CAV1 facility to become fully operational and commence commercial
processing operations, and to commence marketing and selling the products of
the CAV1 processing operation. 9




---



##### Table of Contents



BIOMASS PROCESSING TECHNOLOGY, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1  BASIS OF PRESENTATION (Continued) The Company believes that its current capital resources and revenues from
operations will be insufficient to fund the Companys intended operations
beyond the second quarter of 2004. The Company has commenced efforts to
raise additional capital through the offering of equity securities, the
incurrence of indebtedness or a combination of the foregoing during the second quarter of 2004. There is no assurance that the Company will be
able to raise any additional funds which may be necessary to enable it to
continue its planned business operations. Should any of managements planned
events not occur, the accompanying financial statements may be materially
affected. Interim Reporting: The accompanying unaudited financial statements of the
Company have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to Item
310(b) of Regulation S-B. Accordingly, they do not include all of the
information and footnotes required by accounting principles generally accepted
in the United States of America for complete financial statements. The
consolidated balance sheets, statements of operations, statements of
stockholders equity, and statements of cash flows include, in the opinion of
management, all the adjustments, consisting only of normal recurring
adjustments, necessary for a fair presentation of the results of these periods
and the financial condition as of that date. There are no additional material
subsequent events or material contingencies that require disclosure. The
information included in these unaudited financial statements should be read in
conjunction with Plan of Operation contained in this report and with the
financial statements and accompanying notes included in the Annual Report on
Form 10-KSB for the fiscal year ended December 31, 2003. Historical interim
results are not necessarily indicative of results that may be expected for any
future period. NOTE 2  LONG-TERM DEBT On February 24, 2004, the Company issued a convertible promissory note bearing
an interest rate of 10% and maturing February 24, 2006 in the amount of
$10,000. Interest is payable quarterly. The debt may be converted to 2,500
shares of common stock at $4.00 per share during the 30 days prior to the
maturity date or during the 30 days prior to an accelerated maturity date which
may be elected by the Company any time six months after issuance. NOTE 3  RELATED PARTY TRANSACTIONS During the three months ended
March 31, 2004, the Companys principal stockholder, who is also an officer and director,
loaned the Company $110,000 for working capital under a note not to exceed
$200,000 and bearing simple interest at 4%. The note is payable on or before
April 1, 2005. The Companys principal stockholder, who is also an officer and director,
directly transferred 25,000 shares of his personal common stock holdings to an
investor 10




---



##### Table of Contents



BIOMASS PROCESSING TECHNOLOGY, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 3  RELATED PARTY TRANSACTIONS (Continued) who purchased Company stock in a private offering. These 25,000 shares were
accounted for as a capital contribution to the Company, and as shares issued to
the investor in the offering. NOTE 4  NET LOSS PER COMMON SHARE SFAS No. 128, Earnings Per Share requires companies with complex capital
structures or common stock equivalents to present both basic and diluted
earnings per share (EPS). The Companys only authorized capital stock is
100,000,000 shares of common stock, $0.02 par value per share. However, in
February 2004, the Company issued a convertible promissory note, so for the first
time the Company has an outstanding convertible financial instrument which
constitutes a common stock equivalent. Basic EPS is calculated by dividing net
income (loss) by the weighted average number of common shares outstanding
during the period. Diluted EPS is calculated by dividing net income (loss)
available to common shareholders by the weighted average number of common
shares and common stock equivalents. Common equivalent shares are excluded from
the computation in periods in which they have an anti-dilutive effect. At March 31, 2004, the Companys common equivalent shares only include the
above mentioned convertible promissory note, which is convertible into 2,500 shares
of the Companys common stock at March 31, 2004 (see Note 2). The weighted
average number of shares used to compute basic and diluted loss per share in
the March 31, 2004 financial statements are the same since the effect of the
convertible promissory note is anti-dilutive. There were no common share
equivalents in the March 31, 2003 comparative period. A reconciliation of the number of common shares shown as outstanding in the
consolidated financial statements with the number of shares used in the
computation of weighted average common shares outstanding is shown below: March 31,
    
    2004
    
    2003Common shares outstanding
    
    
    69,618,038
    
    
    
    68,592,388Effect of weighting
    
    
    (122,692
    )
    
    
    (11,487
    )Weighted average common shares outstanding
    
    
    69,495,346
    
    
    
    68,580,901
 NOTE 5  INCOME TAXES All deferred tax assets created by the Companys net operating losses are
offset in their entirety by a deferred tax asset valuation allowance, therefore
there is no provision or benefit recorded in the statements of operations for
the periods presented. 11




---



##### Table of Contents



BIOMASS PROCESSING TECHNOLOGY, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 6  SUBSEQUENT EVENT On May 18, 2004, the Company filed seven provisional patent applications with
the United States Patent and Trademark Office with respect to its proprietary
technology for the processing of biomass materials. 12




---



##### Table of Contents



ITEM 2. PLAN OF OPERATION The Company is a development stage company, as its planned principal operations
have not commenced, and has not conducted significant operations or generated
significant operating revenues since its inception. The principal business of
the Company is the development and commercialization of its proprietary
technology, through the application of which biomass material may be converted
into its constituent components using a hydrolysis and fermentation-based
process, and basic feedstocks and other products may be produced for the animal
feed, food, chemical and energy markets. During the three months ended March 31, 2004, the Company continued
construction and testing of its combined animal and vegetative (CAV) biomass
conversion and fermentation facility and equipment. During the quarter the
Company also worked on the patent application process which resulted in filing
on May 18, 2004, of seven provisional patent applications with the United
States Patent and Trademark Office with respect to its proprietary technology
for the processing of biomass materials. During the next twelve months, the Company intends to complete the
modifications to its CAV1 facility in Okeechobee, Florida, including the
addition of the capability to conduct a hydrolysis process at its CAV1
facility, to complete all testing activities with respect to the operation of
the CAV1 facility, to then cause the CAV1 facility to become fully operational
and commence commercial processing operations and to commence marketing and
selling the products of the CAV1 processing operation. The Company does not
expect any significant purchases of plant or equipment or any significant
changes in the number of employees in the initial stages of becoming
operational as there will be certain changes of duties for some existing
employees. The Company believes that its current capital resources and revenues from
operations will be insufficient to fund the Companys intended operations
beyond the second quarter of 2004. The Company has commenced efforts to
raise additional capital through the offering of equity securities, the
incurrence of indebtedness or a combination of the foregoing during the second quarter of 2004. There is no assurance that the Company will be
able to raise any additional funds which may be necessary to enable it to
continue its planned business operations. Should any of managements planned
events not occur, the accompanying financial statements may be materially
affected. 
 ITEM 3. CONTROLS AND PROCEDURES As required by Rule 13a-15 under the Securities Exchange Act of 1934, as of
March 31, 2004, the Companys management carried out an evaluation of the
effectiveness of the design and operation of the Companys disclosure controls
and procedures. This evaluation was carried out by Larry W. Denney, the
Companys Chief Executive Officer and Chief Financial Officer. Based upon that
evaluation, the Companys Chief Executive Officer and Chief Financial Officer
concluded that as of March 31, 2004, except as set forth below in this
paragraph, the Companys disclosure controls and procedures were effective in
timely alerting him to material information required to be included in the
Companys periodic SEC reports. The Companys independent auditors, in
conjunction 13




---



##### Table of Contents



with their audit of the Companys financial statements for the year ended
December 31, 2003, advised the Company that in the auditors view, the
Companys disclosure controls and procedures were subject to material
weaknesses resulting from the resignation in February 2004 of the Companys
former chief financial officer and from an inadequate segregation of duties
related to accounting controls. In April 2004, the Company hired a certified
public accountant with experience with United States generally accepted
accounting principles and the preparation of reports required to be filed with
the Securities and Exchange Commission. Company management believes that the
addition of this certified public accountant has significantly improved the
effectiveness of the Companys disclosure controls and procedures. It should be noted that the design of any system of controls is based in part
upon certain assumptions about the likelihood of future events and there can be
no assurance that any design will succeed in achieving its stated goals under
all potential future conditions, regardless of how remote. Disclosure controls
and procedures are controls and other procedures that are designed to ensure
that information required to be disclosed in the Companys reports filed or
submitted under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the SECs rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed in the
Companys reports filed under the Exchange Act is accumulated and communicated
to management, including the Companys Chief Executive Officer and Chief
Financial Officer, to allow timely decisions regarding required disclosure. Except for the Companys hiring of a certified public accountant in April 2004
as described above, there were no changes in the Companys internal control
over financial reporting identified in connection with the evaluation required
by paragraph (d) of Rule 13a-15 under the Exchange Act with respect to the
fiscal quarter ended March 31, 2004 that have materially affected, or are
reasonably likely to materially affect, the Companys internal control over
financial reporting. 
 PART II. OTHER INFORMATION 
 ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS. On February 24, 2004 the Company issued a $10,000 convertible promissory note
to a single existing stockholder whom the Company believes to be an accredited
investor for aggregate proceeds of $10,000. The note bears interest at a rate
of 10% per annum payable quarterly in arrears, matures on February 24, 2006 and
may be prepaid by the Company at any date after August 24, 2004 as of which the
Company has given 30 days prior written notice of conversion to the holder.
The holder has the right to convert the note during the 30 days prior to the
maturity date, or the date of any prepayment of the note by the Company, into a
number of shares of the Companys Common Stock equal to the outstanding
principal amount of the note as of the conversion date divided by $4. The note
was issued without registration under the Securities Act in reliance on Section
4(2) of the Securities Act and Rule 506 of Regulation D thereunder. 14




---



##### Table of Contents



On February 26, 2004, the Company issued and sold 6,250 shares of Common Stock
at a price of $4 per share to a single investor whom the Company believes to be
an accredited investor for aggregate proceeds of $25,000. The shares were
issued without registration in reliance on Section 4(2) of the Securities Act
and Rule 506 of Regulation D thereunder. On March 1, 2004 the Company issued and sold 175,000 shares of Common Stock at
a price of $4 per share to a single investor whom the Company believes to be an
accredited investor for aggregate proceeds of $700,000. The shares were issued
without registration in reliance on Section 4(2) of the Securities Act and Rule
506 of Regulation D thereunder. In connection with this sale, Larry W. Denney,
who is the Companys principal stockholder and the Chairman of the Board,
President, Chief Executive Officer and Chief Financial Officer of the Company,
directly transferred 25,000 shares of Common Stock owned by him to the investor
who purchased the foregoing shares, for no additional consideration, thereby
effectively reducing the price paid by the investor to $3.50 per share. On March 4, 2004, the Company issued and sold 5,000 shares of Common Stock at a
price of $4 per share to a single investor whom the Company believes to be an
accredited investor for aggregate proceeds of $20,000. The shares were issued
without registration in reliance on Section 4(2) of the Securities Act and Rule
506 of Regulation D thereunder. 
 ITEM 6. EXHIBITS AND REPORTS ON FORM 8  K (a) List of Exhibits: Document
    
    Exhibit No.Certificate of Incorporation filed with the Delaware Secretary
of State on January 30, 1996 (incorporated herein by reference
to Exhibit 2.1.1 of the registrants Form 10-SB, filed with
the Commission on December 19, 2003)
    
    
    3.1.1Certificate of Amendment to Certificate of Incorporation filed
with the Delaware Secretary of State on September 12, 1997
(incorporated herein by reference to Exhibit 2.1.2 of the
registrants Form 10-SB, filed with the Commission on December
19, 2003)
    
    
    3.1.2Certificate of Amendment to Certificate of Incorporation filed
with the Delaware Secretary of State on May 23, 2001
(incorporated herein by reference to Exhibit 2.1.3 of the
registrants Form 10-SB, filed with the Commission on December
19, 2003)
    
    
    3.1.3By-Laws (incorporated herein by reference to Exhibit 2.2 of
the registrants Form 10-SB, filed with the Commission on
December 19, 2003)
    
    
    3.2
 15




---



##### Table of Contents



Contract, dated January 13, 2004, between St. Lucie County,
Florida and the Company (incorporated herein by reference to
Exhibit 6.2 of the registrants Amendment No. 1 to Form 10-SB,
filed with the Commission on April 16, 2004)
    
    
    10.2Certification by the Chief Executive Officer and Chief
Financial Officer of the Company pursuant to Rule 13a-14 under
the Securities Exchange Act of 1934, as amended
    
    
    31.1Certification by the Chief Executive Officer and Chief
Financial Officer of the Company pursuant to 18 U.S.C. Section
1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
    
    
    32.1
 (b) Reports on Form 8-K. None. 16




---



##### Table of Contents



SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized. Biomass Processing Technology, Inc.Dated: May 21, 2004
    By:
    /s/ Larry W. DenneyLarry W. Denney, Chairman of the Board,President, Chief Executive Officer and Chief Financial Officer
(principal executive officer and principal financial
officer) 17