FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Quarter ended March 31, 2000
Commission File Number: 0-29735
PNG Ventures, Inc.
(formerly TELECOMMUNICATIONS TECHNOLOGIES, LTD.)
Nevada 88-0350286
(Jurisdiction of Incorporation) (I.R.S. Employer Identification No.)
24843 Del Prado, Suite 318, Dana Point, CA 92629
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (949) 248-1765
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: 8,631,251
Yes [X] No [ ] (Indicate by check mark whether the Registrant (1) has filed
all report 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.)
As of March 31, 2000, the number of shares outstanding of the Registrant's
Common Stock was 8,631,251.
1
<PAGE>
- --------------------------------------------------------------------------------
PART I: FINANCIAL INFORMATION
- --------------------------------------------------------------------------------
ITEM 1. FINANCIAL STATEMENTS.
Attached hereto and incorporated herein by this reference are consolidated
unaudited financial statements (under cover of Exhibit 00QF-1) for the three
months ended March 31, 2000.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
(A) PLAN OF OPERATION. This Registrant has no current business. Its business
plan is to seek one or more profitable business combinations or acquisitions to
secure profitability for shareholders. The Issuer is a development stage Company
as defined in Financial Standards Board Statement Number 7: it is concentrating
substantially all of its efforts in raising capital and developing business
operations.
This classification according to accounting rules should not be misunderstood to
indicate that this Registering Company would or will engage in capital formation
before an acquisition target has been secured and disclosed. A corporation with
no current business is generally unable to sell securities for two reasons:
first, because it has no basis on which to interest investors, and second,
because its ability to do is substantially restricted by current rules and
regulations. Accordingly, we will not seek to raise funds by offering securities
before disclosure of any arrangement to secure valuable business assets.
The Company has had substantial operating losses for the past years and is
dependant upon outside financing to start operations. Such additional financing
cannot be obtained before we find and disclose an acquisition of, or an
arrangement to acquire, valuable business assets. This Company will seek one or
more profitable business combinations or acquisitions. It will not and cannot
engage in capital formation until and unless it acquires or adopts a specific
business plan or business assets and can project the nature of its intended
operations.
(1) PLAN OF OPERATION FOR THE NEXT TWELVE MONTHS. The Registrant has no
plans to pursue its business plan before securing and confirming its quotability
on the OTCBB. It is foreseeable that it might begin to search in the second half
of 2000, and may or may not find a target within the next twelve months.
CASH REQUIREMENTS AND OF NEED FOR ADDITIONAL FUNDS, TWELVE MONTHS. This
Company has no immediate or forseeable need for additional funding, from sources
outside of its circle of shareholders, during the next twelve months. The
expenses of its audit, legal and professional requirements, including expenses
in connection with this 1934 Act Registration of its common stock, may be
advanced by its management, if required. No significant cash or funds are
required for its Management to evaluate possible transactions. No such activity
is expected for at least the next six months.
In the event that no combination is made within the next twelve months,
this issuer may be forced to effect some advances from its Principal
Shareholder, for costs involved in maintenance of corporate franchise and filing
reports as may be required, when and if this 1934 Act registration is effective.
Should this become necessary, the maximum amount of such advances is estimated
not to exceed $20,000.00. No agreement by the Principal shareholder to make such
advances is in place, and no guarantee can presently be given that additional
funds, if needed, will be available. It is by far more likely that advances will
take the form of providing services on a deferred compensation basis. Should
further auditing be required, such services by the Independent Auditor may not
be the subject of deferred compensation. The expenses of independent Audit
cannot be deferred or compensated in stock or notes, or otherwise than direct
payment of invoices in cash.
This Registrant does not anticipate any contingency upon which it would
voluntarily cease filing reports with the SEC, even though it may cease to be
required to do so. It is in the compelling interest of this Registrant to report
its affairs quarterly, annually and currently, as the case may be, generally to
provide accessible public information to interested parties, and also
specifically to maintain its qualification for the OTCBB, if and when the
Registrant's intended application for submission be effective.
(I) SUMMARY OF PRODUCT RESEARCH AND DEVELOPMENT. None.
(II) EXPECTED PURCHASE OR SALE OF PLANT AND SIGNIFICANT EQUIPMENT.
None.
(III) EXPECTED SIGNIFICANT CHANGE IN THE NUMBER OF EMPLOYEES. None.
(B) DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
(I) OPERATIONS AND RESULTS FOR THE PAST TWO FISCAL YEARS. None. This
Company was incorporated on March 25, 1998 and has had no operations to date. It
has no substantial assets and no liabilities. Previous organizational expenses
have been fully amortized. Its only expenses incurred in this first quarter of
2000 were $4,900 in General Administrative expenses.
(II) FUTURE PROSPECTS. The Company is unable to predict when it may
participate in a business opportunity. A search may begin in second half of year
2000. The reason for this uncertainty arises from its limited resources, and
competitive disadvantages with respect to other public or semi-public issuers,
and uncertainties about compliance with NASD requirements for trading on the
OTCBB. Notwithstanding the foregoing cautionary statements, assuming the
continuation of current conditions, this issuer would expect to proceed to
select a business combination within no sooner than six months nor longer than
eighteen months. We cannot attract a partner before we can secure the quotation
of our common stock on the OTCBB.
(C) REVERSE ACQUISITION CANDIDATE. The Registrant is searching for a
profitable business opportunity. The acquisition of such an opportunity could
and likely would result in some change in control of the Registrant at such
time. This would likely take the form of a reverse acquisition. That means that
this issuer would likely acquire businesses and assets for stock in an amount
that would effectively transfer control of this issuer to the acquisition target
company or ownership group. It is called a reverse-acquisition because it would
be an acquisition by this issuer in form, but would be an acquisition of this
issuer in substance. Capital formation issues for the future of this Registrant
would arise only when targeted business or assets have been identified. Until
such time, this Registrant has no basis upon which to propose any substantial
infusion of capital from sources outside of its circle of affiliates.
2
<PAGE>
- --------------------------------------------------------------------------------
PART II: OTHER INFORMATION
- --------------------------------------------------------------------------------
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGE IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. REPORTS ON FORM 8-K
None
EXHIBIT 00QF-1
Attached hereto and incorporated herein by this reference are consolidated
unaudited financial statements (under cover of Exhibit 00QF-1) for the three
months ended March 31, 2000.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Form 10-Q Report for the Quarter ended March 31, 2000, has been signed below by
the following person on behalf of the Registrant and in the capacity and on the
date indicated.
Dated: March 31, 2000
PNG VENTURES, INC.
(formerly TELECOMMUNICATIONS TECHNOLOGIES, LTD.)
by
/s/
John Spicer
sole officer and director
3
<PAGE>
- --------------------------------------------------------------------------------
EXHIBIT 00QF-1
UN-AUDITED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2000
- --------------------------------------------------------------------------------
4
<PAGE>
PNG VENTURES, INC.
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
For the fiscal year ended December 31, 1999 and
The period ended March 31, 2000
<TABLE>
<CAPTION>
<S> <C> <C>
March 31, December 31,
2000 1999
----------- --------------
Current Assets
Cash $ 100 $ 0
Total Current Assets 100 -0-
Total Assets $ 100 $ 0
=========== ==============
LIABILITIES & STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY
Common Stock, $.001 par value; authorized
50,000,000 shares; issued and outstanding,
3,631,251 shares at June 30, 1998 and
at June 30, 1999 and 8,631,251
shares at March 31, 2000 8,631 3,631
Additional Paid-in Capital 26,779 26,779
Accumulated Equity (Deficit) (35,310) (30,410)
----------- --------------
Total Stockholders' Equity 100 -0-
----------- --------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 100 $ 0
=========== ==============
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
PNG VENTURES, INC.
STATEMENTS OF OPERATIONS (UNAUDITED)
For the fiscal year ended December 31, 1999 and
The period ended March 31, 2000
<TABLE>
<CAPTION>
<S> <C> <C> <C>
March 31, December 31,
----------
2000 1999 1999
---------- ---------- -------------
Revenues 0 0 0
---------- ---------- -------------
General and administrative 4,900 -0- -0-
---------- ---------- -------------
Net Loss from Operations (4,900) -0- -0-
Net Income (Loss) ($4,900) $ 0 $ 0
========== ---------- -------------
Loss per Share ($0.0013) $ 0 $ 0
========== ========== =============
Weighted Average
Shares Outstanding 3,775,301 3,631,251 3,631,251
========== ========== =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
6
<PAGE>
PNG VENTURES, INC.
STATEMENTS OF STOCKHOLDERS' EQUITY
For the period from inception, June 23, 1995, through December 31, 1995
For the fiscal year ended December 31, 1999 and
The period ended March 31, 2000
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Additional Accumulated Total Stock-
Common Par Paid-In Equity holders' Equity
Stock Value Capital (Deficit) (Deficit)
--------- ------ ----------- ------------- -----------------
Issuance of common shares for cash 3,563,001 $3,563 $ 1,437 $ 0 $ 5,000
Net Loss during the fiscal year
ended December 31, 1995 0 0 0 (3,000) 0
Balance at December 31, 1995 3,563,001 3,563 1,437 (3,000) 2,000
Issuance of common shares for cash 22,500 22 14,978 0 0
Issuance of common shares for cash 15,000 15 9,985 0 0
Issuance of common shares for cash 30,750 31 379 0 0
Net Loss during the fiscal year
ended December 31, 1996 0 0 0 (27,410) 0
Balance at December 31, 1993 3,631,251 3,631 26,779 (30,410) -0-
Net Loss during the fiscal year
ended December 31, 1997 0 0 0 -0- 0
Balance at December 31, 1997 3,631,251 3,631 26,779 (30,410) -0-
Net Loss during the fiscal year
ended December 31, 1998 0 0 0 -0- 0
Balance at December 31, 1998 3,631,251 3,631 26,779 (30,410) -0-
Net Loss during the fiscal year
ended December 31, 1999 0 0 0 -0- 0
Balance at December 31, 1999 3,631,251 3,631 26,779 (30,410) -0-
Issuance of common shares for cash 5,000,000 5,000 0 0 0
Net Loss during the period
ended March 31, 2000 0 0 0 (4,900) 0
Balance at March 31, 2000 8,631,251 8,631 26,779 (35,310) 100
</TABLE>
The accompanying notes are an integral part of these financial statements.
7
<PAGE>
PNG VENTURES, INC.
STATEMENTS OF CASH FLOW (UNAUDITED)
For the fiscal year ended December 31, 1999 and
The period ended March 31, 2000
<TABLE>
<CAPTION>
<S> <C> <C> <C>
March 31, December 31,
-----------
2000 1999 1999
----------- ----- -------------
Operating Activities
Net Income (Loss) ($4,900) $ 0 $ 0
Increase in Accounts Payable -0- -0- -0-
----------- ----- -------------
Net Cash from Operations (4,900.00) 0.00 0.00
Net Cash Provided (Used) by
Financing Activities
Sale of common stock 5,000 -0- -0-
Increase (Decrease) in Cash 100 -0- -0-
----------- ----- -------------
Beginning Cash -0- -0- -0-
Cash as of Statement Date $ 100 $ 0 $ 0
=========== ===== =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
8
<PAGE>
PNG VENTURES, INC.
NOTES TO FINANCIAL STATEMENTS
for the fiscal years ended December 31, 1999 and
for the periods ended March 31, 1999 and 2000
1-FORMATION AND OPERATIONS OF THE COMPANY
PNG Ventures, Inc., (the "Company"), was incorporated in the state of
Nevada on June 23, 1995 as Telecommunications Technologies, Ltd. On June 24,
1995, the Company entered a plan of reorganization whereby it purchased all the
assets of Temple Summit Management Corporation (TSMC) which was organized under
the laws of the State of Texas on August 23, 1991 and reincorporated in
September 1994. The substance of the reorganization was that the Company
acquired $5,000 in cash for 47,506,240 shares of stock, issued to the
shareholders of TSMC, following which TSMC ceased to be a public company and
became an inactive wholly owned subsidiary of its principal shareholder, Temple
Summit Equity Group, Ltd. This business combination is treated as a reverse
acquisition for accounting purposes. on February 20, 1998 the Company changed
its name to PNG Ventures, Inc. The Company currently has had little operating
activities and is searching for a merger candidate or business opportunity in
which to generate necessary revenues.
2-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) BASIS OF ACCOUNTING
Accounting records of the Company and financial statements are maintained
and prepared on an accrual basis.
(b) FISCAL YEAR
The Company's fiscal year for accounting and tax purposes is December 31.
(c) ORGANIZATION COSTS
The Company incurred $5,000.00 of organization costs in 1995. These costs,
which were paid by shareholders of the Company and which were exchanged for
3,563,001 shares of common stock having a net par value of $3,563 and $1,437 in
cash.
(d) CASH EQUIVALENTS
For Financial Accounting Standards purposes, the Statement of Cash Flows,
Cash Equivalents include time deposits, certificates of deposit, and all highly
liquid debt instruments with original maturities of three months or less.
Whenever cash amount are to be included on the Company's Statements of Cash
Flow, however, they will be comprised exclusively of cash.
(e) PROVISION FOR TAXES
No provision for income taxes has been made due to net operating loss
carryforwards totaling $30,410 at February 23, 2000. Net operating loss
carryforwards begin expiring in 2000 through 2010. No tax benefit has been
reported in the financial statements because the management believes there is a
50% or greater chance the carryforward will expire unused.
9
<PAGE>
PNG Ventures, Inc.
Notes to Financial Statements
for the fiscal years ended
December 31, 1999 and
for the periods ended March 31, 1999 and 2000
continued
3-PROPERTY AND EXECUTIVE COMPENSATION
(a) PROPERTY:
The Company's offices and its books and records are located, without cost,
at 1434 West Alabama, Houston, Texas 77006.
(b) EXECUTIVE COMPENSATION:
Since inception, the Company has paid no cash compensation to its officers
or directors. Officers of the Company will be reimbursed for out-of-pocket
expenses and may be compensated for the time they devote to the Company. In
addition, Officers may receive compensation for services performed on behalf of
the Company. The terms of any such compensation will be determined on the basis
of the nature and extent of the services which may be required and will be no
less favorable to the Company than the charges for similar services made by
independent third parties who are similarly qualified. No officer or director
is required to make any specific amount or percentage of his business time
available to the Company.
4-STOCKHOLDERS' EQUITY.
The Company is authorized to issue 50,000,000 shares of common stock having a
par value of $0.001. During 1995, 3,563,001 shares of common stock having a net
par value of $3,563 and $1,437 in cash, were issued in exchange for
organizational costs which were valued by management at $5,000. During 1996,
68,250 shares of Common Stock were issued for $25,400 in cash. During 2000,
5,000,000 shares were issued in exchange for $5,000 in cash. On February 20,
1998 the Board of Directors approved a 1 for 40 reverse stock split. On February
21, 2000 the Board of Directors approved a 3 for 1 forward stock split. These
financial statements have been retroactively restated to reflect these changes
as if they had been in effect since inception.
10
<PAGE>
