U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: September 30, 1999
[ ] TRANSITION REPORT PURSUANT SECTION 13 OF 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to _____________
Commission file number 333-61533
PROFORMANCE RESEARCH ORGANIZATION, INC.
(Exact name of small business issuer as specified in its charter)
DELAWARE 84-1334921
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
5335 WEST 48TH AVENUE, DENVER, COLORADO 80212
(Address of principal executive offices)
(303) 458-1000
(Issuer's telephone number)
NOT APPLICABLE
(Former name, former address and former fiscal year,
if changed since last report)
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
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the last practicable date:
4,499,465 SHARES OF COMMON STOCK, $.0001 PAR VALUE, AS OF
SEPTEMBER 30, 1999
Transitional Small Business Disclosure Format (check one); Yes __ No_X_
Exhibit index on page 13 Page 1 of 17 pages
<PAGE>
<TABLE>
<CAPTION>
Proformance Research Organization, Inc.
Balance Sheet
September 30, 1999
(Unaudited)
<S> <C>
ASSETS
Current assets
Cash $ 149,059
Accounts receivable 40,459
Deferred financing costs 113,623
Prepaid expenses 10,000
----------------
Total current assets 313,141
----------------
Property and equipment - net of accumulated depreciation 66,888
Deferred offering costs 84,626
Other assets 10,785
----------------
$ 475,440
================
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities
Accounts payable and accrued expenses $ 659,005
Current portion of long term debt 7,062
Related party payable 5,476
Notes and bonds payable 265,000
Notes and bonds payable, related party 1,623,700
Deferred revenue and deposits payable 377,750
----------------
Total current liabilities 2,937,993
----------------
Long term debt
Notes and bonds payable 11,703
Bonds payable, related party 172,500
----------------
Total Long term debt 184,203
----------------
Other non-current liabilities
Net liabilities of discontinued operations 41,102
----------------
Commitments and contingencies
Stockholders' deficiency
Preferred stock, Series A, convertible, cumulative, no stated value,
1,000,000 shares authorized, no shares issued and outstanding Preferred
stock, Series B, convertible, cumulative, no stated value,
1,000,000 shares authorized, no shares issued and outstanding Preferred
stock, Series C, convertible, cumulative, no stated value,
2,000,000 shares authorized, 40,000 shares issued and outstanding 66,667
Common stock, $0.0001 par value, 10,000,000 shares authorized,
4,499,465 shares, issued and outstanding 450
Additional paid-in capital 2,229,469
Accumulated deficit (4,984,444)
----------------
Total stockholders' deficiency (2,687,858)
----------------
$ 475,440
================
</TABLE>
See accompanying notes to financial statements.
2
<PAGE>
<TABLE>
Proformance Research Organization, Inc.
Statements of Operations
For the nine months and three months ended September 30, 1999 and 1998
(Unaudited)
<CAPTION>
Nine months Ended Three months Ended
1999 1998 1999 1998
------------------ --------------- ---------------- ---------------
<S> <C> <C> <C> <C>
Revenue $ 759,169 $ 363,863 $ 333,652 $ 127,706
Cost of revenues 176,865 198,893 62,916 85,326
------------------ --------------- ---------------- ---------------
Gross (loss) profit 582,304 164,970 270,736 42,380
------------------ --------------- ---------------- ---------------
Operating expenses
Sales, general and administrative 1,988,760 1,195,063 646,120 423,529
Depreciation 6,005 2,700 900 900
------------------ --------------- ---------------- ---------------
Total operating expenses 1,994,765 1,197,763 647,020 424,429
------------------ --------------- ---------------- ---------------
Operating (loss) (1,412,461) (1,032,793) (376,284) (382,049)
Interest expense 66,381 54,265 17,091 18,972
------------------ --------------- ---------------- ---------------
(Loss) from continuing operations (1,478,842) (1,087,058) (393,375) (401,021)
Discontinued operations
(Loss) from discontinued operations (1,700) (6,150) - -
------------------ --------------- ---------------- ---------------
Net (Loss) $ (1,480,542) $ (1,093,208) $ (393,375) $ (401,021)
================== =============== ================ ===============
Per share information
Weighted average shares outstanding 4,191,529 939,287 4,462,532 1,039,287
================== =============== ================ ===============
(Loss) per common share
(Loss) from continuing operations $ (0.35) $ (1.16) $ (0.09) $ (0.39)
(Loss) from discontinued operations - - - -
------------------ --------------- ---------------- ---------------
Net (loss) per common share $ (0.35) $ (1.16) $ (0.09) $ (0.39)
================== =============== ================ ===============
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
<TABLE>
Proformance Research Organization, Inc.
Statements of Cash Flows
For the nine months ended September 30, 1999 and 1998
(Unaudited)
<CAPTION>
1999 1998
------------------- ------------------
<S> <C> <C>
Cash flows from operating activities:
Net (loss) $ (1,480,542) $ (1,093,208)
Adjustments to reconcile net loss
to net cash (used in) operating
activities:
Depreciation and amortization 6,005 2,700
Changes in assets and liabilities 671,998 116,371
------------------- ------------------
Net cash (used in) operating activities (802,539) (974,137)
------------------- ------------------
Cash flows from investing activities:
Purchase of fixed assets (7,599) (47,686)
------------------- ------------------
Net cash (used in) investing activities (7,599) (47,686)
------------------- ------------------
Cash flows from financing activities:
Net proceeds from notes and bonds payable, related party 842,152 (52,500)
Net proceeds from issuance of preferred stock series A - 496,890
Net proceeds from issuance of preferred stock series C 66,667 -
Net proceeds from issuance of common stock 63,333 -
Net proceeds from note and bonds payable (17,725) 573,826
------------------- ------------------
Net cash provided by financing activities 954,427 1,018,216
------------------- ------------------
Net increase in cash 144,289 (3,607)
Beginning - cash 4,770 4,761
------------------- ------------------
Ending - cash $ 149,059 $ 1,154
=================== ==================
</TABLE>
See accompanying notes to financial statements.
4
<PAGE>
PROFORMANCE RESEARCH ORGANIZATION, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
1. ACCOUNTING POLICIES
Basis of presentation - The accompanying unaudited financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and Item 310 (b) of Regulation S-B. They do not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments (consisting only of normal recurring adjustments)
necessary for a fair presentation of the financial information for the periods
indicated have been included. The results of operations for the periods
presented are not necessarily indicative of the results to be expected for the
full year.
The Company was incorporated in 1993 in Colorado under the name of World
Associates, Inc. The accompanying financial statements for the nine months ended
September 30, 1998 include the accounts of the Company and its wholly owned
subsidiary Proformance Research Organization, Inc. ("PRO"), a Delaware
corporation. All significant inter-company accounts and transactions have been
eliminated. In July 1998, the Company merged into PRO, with PRO surviving;
accordingly, these financial statements are not consolidated after that date.
Net loss per share - The net loss per share amounts are based on the weighted
average number of common shares outstanding for the period. Potential common
shares and the computation of diluted earnings per share are not considered, as
their effect would be anti-dilutive.
STOCKHOLDERS' EQUITY
During the nine months ended September 30, 1999 the Company issued 263,605
shares of its Common Stock valued at $1.43 per share as inducements for loan
funds received. In addition the Company issued 37,000 shares of Common Stock
valued at $1.43 per share as extension fees for loans outstanding and 42,000
shares of Common Stock for $63,333 in cash.
During February 1999 all of the issued and outstanding shares of Preferred
Stock, Series A (857,850 shares) and Series B (648,200 shares) were converted
into shares of the Company's Common Stock at the rate of one share of Common
Stock for each share of Preferred Stock.
During September 1999 the Company authorized the issuance 2,000,000 shares of
Preferred Stock, Series C ("Series C"). The Series C has no voting rights and
pays no dividends. Each share of Series C is convertible into one share of
common stock at the effective date of the Company's post effective amendment to
its registration with the Securities and Exchange Commission. The Company issued
40,000 shares of Series C for $66,667 in cash.
5
<PAGE>
PROFORMANCE RESEARCH ORGANIZATION, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
CONTINUING LOSSES, DEFICIT IN EQUITY AND NEGATIVE WORKING CAPITAL
The financial statements have been prepared in conformity with generally
accepted accounting principles, which contemplates continuation of the company
as a going concern. However, the Company has sustained substantial operating
losses in recent years. In addition, the Company has used substantial amounts of
working capital in its operations. Further, at September 30, 1999, current
liabilities exceeded current assets by $2,624,852 and total liabilities exceed
total assets by $2,687,858.
These circumstances raise substantial doubt about the Company's ability to
continue as a going concern. The ability of the Company to continue operations
as a going concern is dependent upon its success in (1) obtaining additional
capital; (2) paying its obligations timely; and (3) ultimately achieving
profitable operations. The financial statements do not include any adjustments,
which might result from the outcome of these uncertainties.
The Company intends to file a post-effective amendment to its registration
statement. Proceeds from such an offering would provide the Company with
additional working capital and, to the extent that notes and bonds issued by the
Company are converted into equity, the Company's liabilities would be decreased.
There are no assurances that (1) the Company will be able to complete a
post-effective amendment to its registration statement on a timely basis; (2)
any shares will be sold in the offering; or (3) notes or bonds payable will be
converted into equity as part of the offering.
SUBSEQUENT EVENTS
Earlier in 1999, the Company offered for sale 1,000,000 shares of common stock
in a registered public offering at a price of $5.00 per share. The offering,
which was deemed effective in February 1999 and conducted on a best efforts, all
or none basis, was not successful. The Company is in the process of preparing a
post effective amendment to this registration statement, the terms of which may
change. The Company anticipates filing the post effective amendment to the
registration statement during the fourth quarter of 1999.
6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
OVERVIEW
The Company provides golf instruction through golf schools located at
independent courses and resorts, to which students generally travel for
intensive 1-5 day programs ("Destination Golf Schools"). The Company targets its
sales to two audiences: (1) individuals through direct solicitation, and (2)
corporations through the sales of "Premium Links" packages. Sales of Premium
Links packages are accomplished through a network of distributors located
throughout the United States. The Company is presently developing the
distributor network and derives revenue from the sale of territories to
prospective distributors.
The Company currently has 20 Destination Gold Schools under contract
for full or partial year operation, 8 of which are currently operating and 12 of
which are schedule to open within the next twelve months. This arrangement
permits the Company to take advantage of the marketing efforts, visibility, and
facility quality of the courses and resorts
The Company's Destination Golf Schools have opened at varying times
over the past two years, and most of the Destination Golf Schools are closed
during local off-seasons. As a result of changes in the number of facilities
open from period to period, closing certain of the Destination Golf Schools
during local off-seasons, and overall seasonality of the golf business, results
of operations for any particular period may not be indicative of the results of
operations for any other period.
The Company has made a strategic decision to open several sites for its
Destination Golf Schools, despite the fact that there are significant one-time
and recurring expenses associated with opening each site, and despite the fact
that its existing sites were not operating at capacity.
For each Destination Golf School, the Company hires a site manager and
a number of certified instructors based on anticipated demand. The Company
provides training for its site managers and certified instructors at Company
expense.
NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
1998
TOTAL REVENUE. The Company had total revenue of $759,169 for the nine
months ended September 30, 1999, compared to $363,863 of total revenue for the
nine months ended September 30, 1998. The increase in total revenue was
attributable primarily to the increase in the number of Destination Golf Schools
operating in the nine months ended September 30, 1999. During the first nine
months of 1999, the Company had 20 Destination Golf Schools operating, as
compared to 7 Destination Golf Schools during the nine months ended September
30, 1998.
COST OF REVENUE. Cost of revenues for the nine months ended September
30, 1999, was $176,865 or 23% of total revenue, compared to $198,893 or 55% of
total revenue for the nine
7
<PAGE>
months ended September 30, 1998. Cost of revenues consists primarily of
instructor salaries. The decrease in cost of revenue as a percentage of total
revenue for the nine months ended September 30, 1999 was due primarily to
increased revenues associated with having more schools operating during the 1999
period. In addition, during the nine months ended September 30, 1998, the
opening of several sites was delayed, and revenue at open sites was negatively
impacted, by the effects of an unusually wet winter in January, February and
March 1998. See "Seasonality" below.
The Company made a strategic decision to renegotiate the rent at some
of its sites and has begun an advertising program to promote its sites. Most of
the fixed rent sites are winter sites. The Company hopes that engaging in the
planned advertising campaign will allow volume at the fixed rent sites to be
sufficient to support the fixed fee rents. However, there can be no assurance
that the advertising campaign will result in increased student volume.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses, consisting primarily of marketing and advertising
expenses, expenses associated with recruiting and training Destination Golf
School site managers and instructors, salaries for administrative, sales and
marketing staff, and rent at the Company's headquarters, increased from
$1,195,063 for the nine months ended September 30, 1998, to $1,988,760 for the
nine months ended September 30, 1999.
The increase was due primarily to expenses associated with establishing
the Company's distributor network, such as increased salary, rent, and
advertising expenses. The Company added more personnel, took on more space, and
generated sales materials and brochures. Also, shares issued as inducements for
loan funds received are accounted for as a financing expense. The amount charged
to expense was approximately $360,000 for the nine months ended September 30,
1999.
LIQUIDITY AND CAPITAL RESOURCES
The cash requirements of funding operations and expansion have exceeded
cash flow from operations. The Company has satisfied its capital needs primarily
through debt and equity financing. The Company continually explores raising
additional capital through such means. The Company has an agreement with an
entity controlled by a member of its Board of Directors under which such entity
will subscribe for any Shares not otherwise subscribed for in the offering.
Of the Company's $184,203 in long-term indebtedness outstanding as of
September 30, 1999, $172,500 bears interest at a fixed rate of 12% and is due in
2002. Such indebtedness is convertible into Common Stock of the Company at a
rate of $1.43 per share. Such indebtedness may be prepaid by the Company upon 30
days' notice. The Company presently does not intend to call such indebtedness
for prepayment.
At September 30, 1999, short-term notes payable was $1,888,700. A
significant portion of the short-term debt was incurred in anticipation of the
Company closing its initial public offering and has been used for primarily to
establish the Company's distributor network, to open additional sites, and for
working capital needs. Management has decided to revise the terms of the
offering. The
8
<PAGE>
Company will attempt to convert existing notes payable into equity in
conjunction with the offering. Management has received a favorable response to
this conversion effort from the holders of a significant portion of the notes.
It is anticipated that the proceeds from the Company's initial public
offering will be allocated primarily for expansion and growth types of purposes,
such as site development for a new golf practice facility, advertising, the
costs of opening new facilities, acquisitions, and product inventory.
Accordingly, it will become necessary for the Company's existing operations to
be able to generate enough cash to cover existing commitments and obligations,
such as lease rent for the facilities, instructors' salaries, and officers'
salaries. The Company is obligated, pursuant to a five-year employment agreement
to pay William D. Leary, the President of the Company, an annual salary of
$120,000.
The Company believes that the proceeds from its initial public
offering, in conjunction with its existing cash balances and anticipated cash
from operations, will be sufficient to meet the Company's current working
capital needs for at least the next twelve months. However, there can be no
assurance that the Company will not need to raise additional capital sooner,
particularly to take advantage of any expansion opportunities, not currently
anticipated, that may become available. In such event, there can be no assurance
that additional capital will be available at all, at an acceptable cost, or on a
basis that is timely to allow the Company to finance any such opportunities.
The Company incurred a net loss of $1,480,542 for the nine months ended
September 30, 1999, and its current liabilities exceeded current assets by
$2,624,852. Its total liabilities exceeded total assets by $2,687,858. These
factors, among others, raise substantial doubt about the Company's ability to
continue as a going concern. See Notes to the Financial Statements.
SEASONALITY
Throughout much of the U.S., the golf business is seasonal, operating
primarily in the summer and additionally in the spring and fall. However, in
much of the Southern U.S., golf is played either year-round or all year except
for the summer. This is primarily due to an outdoor playing season limited by
inclement weather or excessive heat. The Company believes that business at its
Destination Golf Schools will be seasonal with increased activity in the winter
as students take winter vacations to warm weather destinations, and decreased
activity in the summer. In particular, the Company expects decreased revenues
from Destination Golf School operations in May and September each year. The
Company closes down many of its warm weather sites in May, with the staff of
those sites moving to a summer site, and closes its summer sites in September
with the staff returning to their warm weather sites. In each case, there is
expected to be a one week lag between when one site closes and the other site
opens. For example, the Company's site manager and certified instructors for
Wildfire will generally move to Pole Creek or Haymaker for the summer and the
staff from Rhodes Ranch in Las Vegas will move to Lake Okoboji, Iowa for the
summer. Of the Company's nine current Destination Golf Schools, three facilities
will close during the summer (Phoenix, Tucson and Las Vegas), three will be open
only during the summer (Winter Park,
9
<PAGE>
Steamboat Springs and Lake Okoboji, Iowa), and the remaining three will be open
year-round (San Diego, St. Petersburg and Orlando). Also, the Company's
operations are subject to the effects of inclement weather from time to time
even during the seasons that they are open. In particular, in January and
February 1998, the Company's facility in Phoenix was closed for an unusually
high number of days and the opening of the Company's facilities in San Diego and
St. Petersburg were delayed due to the effects of El Nino. The timing of any new
facility openings, the seasons any such facilities are open, the effects of
unusual weather patterns and the seasons in which students are inclined to
attend golf schools are expected to cause the Company's future results of
operations to vary significantly from quarter to quarter. Accordingly,
period-to-period comparisons will not necessarily be meaningful and should not
be relied on as indicative of future results. In addition, the Company's
business and results of operations could be materially and adversely affected by
future weather patterns that cause its sites to be closed, either for an
unusually large number of days or on particular days on which the Company had
booked a special event or a large number of students. Because most of the
students at the Company's Destination Golf Schools attend the school on
vacation, the student may not be able to or interested in rescheduling
attendance at one of the Company's sites. As a result, student-days lost to
inclement weather may truly represent a loss, rather than merely a deferral, of
revenue.
IMPACT OF THE YEAR 2000
Management of the Company believes that it is prepared for Year 2000
problems. It has assessed its operational procedures. Reservations for the
Company's golf schools are generally made four to eight weeks ahead of time. A
student provides the Company with a credit card number for payment. The Company
processes the credit card payment. Immediately thereafter, the Company sends a
written confirmation of the reservation and payment to the student.
Approximately ten days before the attendance date, the Company sends another
confirmation/itinerary to the student. While software is used for reservation
processing, administrative operations, and certain banking operations such as
credit card processing, physical records of all of these functions are also kept
in individual student files and appropriate office files. The Company has been
informed by substantially all of its business application software suppliers
that their software is Year 2000 compliant. The Company is planning to maintain
additional physical records beginning in the fall of 1999 and continuing into
the first part of 2000 as a safeguard.
Accordingly, the Company expects that the advent of the millennium will
have only a minimal adverse effect on its business, operating results and
financial condition, due to additional physical record keeping efforts. However,
there can be no assurances that Year 2000 problems will not occur. The Year 2000
problem may affect other entities with which the Company transacts business or
on which students of its golf schools depend, such as airlines and hotels. While
the Company is unable to send questionnaires to each and every airline and hotel
that its students may use, the Company has been tracking the ability of the
airline and hotel industries to book reservations for the year 2000. Such
reservations are now being made. Published reports indicate that the
reservations are being made without problems. Accordingly, while the Company
cannot predict the
10
<PAGE>
effect of the Year 2000 problem on such entities or its consequent impact on the
Company, management believes that any adverse effect on the Company will not be
material.
11
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not Applicable.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
During the quarter ended September 30, 1999, the registrant issued
15,400 shares of Common Stock valued at $1.43 per share as inducements
for loan funds received. In addition, the registrant issued 37,000
shares of Common Stock valued at $1.43 per share as extension fees for
loans outstanding, and 42,000 shares of Common Stock for $63,333 in
cash. The sale and issuance of the shares of Common Stock were deemed
to be exempt from registration under Section 4(2) of the Securities Act
of 1933. Appropriate legends were affixed to the stock certificates
issued in the above transactions. The securities were offered and sold
by the registrant without any underwriters. All of the purchasers were
deemed to be sophisticated with respect to an investment in securities
of the registrant by virtue of their financial condition and/or
relationship to members of management of the registrant.
During September 1999 the Company authorized the issuance 2,000,000
shares of Preferred Stock, Series C ("Series C"). The Series C has no
voting rights and pays no dividends. Each share of Series C is
convertible into one share of common stock at the effective date of the
Company's post effective amendment to its registration with the
Securities and Exchange Commission.
During the quarter ended September 30, 1999, the registrant sold 40,000
shares of Series C Preferred Stock for $66,667 in cash. The sale and
issuance of the shares of Preferred Stock were deemed to be exempt from
registration under Section 4(2) of the Securities Act of 1933.
Appropriate legends were affixed to the stock certificates representing
the Series C Preferred Stock. The securities were offered and sold by
the registrant without any underwriters. All of the purchasers were
deemed to be sophisticated with respect to an investment in securities
of the registrant by virtue of their financial condition and/or
relationship to members of management of the registrant.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Applicable.
12
<PAGE>
ITEM 5. OTHER INFORMATION
Not Applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
<TABLE>
A) EXHIBITS
<CAPTION>
REGULATION CONSECUTIVE
S-B NUMBER EXHIBIT PAGE NUMBER
<S> <C> <C>
3.1 Amended and Restated Certificate of Incorporation (1)<F1> N/A
3.2 Bylaws (1)<F1> N/A
4.1 Reference is made to Exhibits 3.1 and 3.2 (1)<F1> N/A
10.1 Distribution Agreement between the Company and Dave Bisbee, dated N/A
August 22, 1996 (1)<F1>
10.2 Distribution Agreement between the Company and William D. Leary (1)<F1> N/A
10.3 Lease between Fernal Inc. and William D. Leary and the Company, dated N/A
May 1, 1997, as amended by an Addendum to Lease between Mach One and
World Associates, Inc. dated April 4, 1998 (1)<F1>
10.4 Common Stock Purchase Agreement with Proformance Research N/A
Organization/Weiner, Inc. dated July 15, 1998 (1)<F1>
10.5 Sublease dated April 21, 1998 between Mach One Corporation and N/A
Proformance Research Organization, Inc. (1)<F1>
10.6 Employment Agreement between the Company and William D. Leary dated N/A
July 1, 1998 (1)<F1>
10.7 Consulting Services Agreement between Sunkyong U.S.A., Inc. and the N/A
Company dated May 6, 1997 (1)<F1>
10.8 Distribution Agreement between Renaissance Golf Products Inc. and the N/A
Company dated July 21, 1998 (1)<F1>
10.9 Amendment to Common Stock Purchase Agreement with Proformance N/A
Research Organization/Weiner, Inc. dated November 2, 1998 (1)<F1>
10.10 Form of Stock Escrow Agreement (1)<F1> N/A
27 Financial Data Schedule 15
- ----------------------------
<FN>
<F1>
(1) Incorporated by reference to the exhibits filed with the Registration
Statement on Form SB-2, File No. 333-61533.
</FN>
</TABLE>
13
<PAGE>
B) REPORTS ON FORM 8-K:
None.
14
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
PROFORMANCE RESEARCH
ORGANIZATION, INC.
(Registrant)
Date: November 18, 1999 By:/S/WILLIAM D. LEARY
-------------------------------------
William D. Leary, President
15
<PAGE>
Exhibit 27
Financial Data Schedule
16
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET, STATEMENTS OF OPERATIONS, STATEMENTS OF CASH FLOWS, AND THE NOTES
THERETO, WHICH MAY BE FOUND ON PAGES 2 THROUGH 6 OF THE COMPANY'S FORM 10-QSB
FOR THE PERIOD ENDED SEPTEMBER 30, 1999, AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<EXCHANGE-RATE> 1
<CASH> 149,059
<SECURITIES> 0
<RECEIVABLES> 40,459
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 313,141
<PP&E> 93,919
<DEPRECIATION> 27,031
<TOTAL-ASSETS> 475,440
<CURRENT-LIABILITIES> 2,937,993
<BONDS> 184,203
0
66,667
<COMMON> 450
<OTHER-SE> (2,754,975)
<TOTAL-LIABILITY-AND-EQUITY> 475,440
<SALES> 0
<TOTAL-REVENUES> 759,169
<CGS> 0
<TOTAL-COSTS> 176,865
<OTHER-EXPENSES> 1,994,765
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 66,381
<INCOME-PRETAX> (1,478,842)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,478,842)
<DISCONTINUED> (1,700)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,480,542)
<EPS-BASIC> (0.35)
<EPS-DILUTED> (0.35)
</TABLE>
