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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
[ x ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ending June 30, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 000-03651
PNW CAPITAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 06-1474412
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
409 Granville Street
Suite 1010
Vancouver, British Columbia V6C 1T2
(Address of principal executive offices)
Registrant's telephone number including area code: (604) 609-0409
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock
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 common shares without par value outstanding on June 30,
2000 was 42,240,000 shares.
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PNW CAPITAL, INC. (Formerly Winchester Mining Corporation)
(A development stage enterprise)
Balance Sheets
June 30, 2000 and December 31, 1999
June 30, December 31,
2000 1999
(Unaudited) (Audited)
ASSETS
Current assets:
Cash $ 30,160 $ 219
Inventory, at cost 3,415 2,816
Prepaid expenses 16,319 970
------------ ------------
Total current assets 49,894 4,005
------------ ------------
Property and equipment, at cost, net of
accumulated depreciation 11,887 -
------------ ------------
Other assets:
Investment in Multiplex Raceway Systems 75,000 -
Website development costs in process 69,261 -
Goodwill, net of accumulated amortization 147,401 -
------------ ------------
Total other assets 291,662 -
------------ ------------
Total assets $ 353,443 $ 4,005
============ ============
LIABILITIES
Current liabilities:
Accounts payable and accrued expenses $ 37,752 $ 26,118
Due to related parties 94,812 36,332
Accrued liability for contingencies 25,000 25,000
------------ ------------
Total current liabilities 157,564 87,450
------------ ------------
Total liabilities 157,564 87,450
------------ ------------
Commitments and contingencies - -
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $.0001 par value, 100,000,000 shares
shares authorized, 42,240,000 and 33,750,000
shares issued and outstanding 4,224 3,375
Capital in excess of par value 1,335,635 923,414
Deficit accumulated during the
development stage (1,143,980) (1,010,234)
------------ ------------
Total stockholders' equity (deficit) 195,879 (83,445)
------------ ------------
Total liabilities and stockholders'
equity $ 353,443 $ 4,005
============ ============
The accompanying notes are an integral part of these statements.
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PNW CAPITAL, INC. (Formerly Winchester Mining Corporation)
(A development stage enterprise)
Statements of Loss and Deficit For The Periods Ended
June 30, 2000 and 1999
(Unaudited)
Cumulative
November 6,
1996 through
June 30, Six Months Ended June 30,
2000 2000 1999
Revenues $ 15,537 $ - $ 5,392
----------- ----------- ----------
Less, Costs and expenses:
Cost of revenues 76,201 - 55,832
Consulting and management fees 629,576 74,050 120,449
Provision contingencies 25,000 - 25,000
Depreciation and amortization 2,759 2,220 305
Writeoffs and abandonments of
mineral properties 276,000 - -
Other general and administrative 153,161 58,351 4,409
----------- ----------- ----------
Total operating expenses 1,162,697 134,621 205,995
----------- ----------- ----------
Loss from operations (1,147,160) (134,621) (200,603)
----------- ----------- ----------
Other income (expense):
Interest income 2,724 419 -
Foreign exchange 456 456 -
----------- ----------- ----------
Total other income (expense) 3,180 875 -
----------- ----------- ----------
Loss before taxes on income (1,143,980) (133,746) (200,603)
----------- ----------- ----------
Provision for income taxes - - -
----------- ----------- ----------
Net loss $(1,143,980) (133,746) (200,603)
============ =========== ==========
Deficit accumulated during
the development stage:
Beginning (1,010,234) (750,830)
----------- ----------
Ending $(1,143,980) $ (951,433)
=========== ==========
Basic earnings (loss)
per common share $ (0.00) $ (0.01)
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Weighted average shares outstanding 36,441,813 29,970,547
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The accompanying notes are an integral part of these statements.
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PNW CAPITAL, INC. (Formerly Winchester Mining Corporation)
(A development stage enterprise)
Statements of Loss and Deficit For The Three Months Ended
June 30, 2000 and 1999
(Unaudited)
Three Months Ended June 30,
2000 1999
Revenues $ - $ 5,392
-------------- ------------
Less, Costs and expenses:
Cost of revenues - 5,806
Consulting and management fees 38,381 6,616
Depreciation and amortization 2,220 -
Other general and administrative 37,263 4,368
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Total operating expenses 77,864 16,790
-------------- ------------
Loss from operations (77,864) (11,398)
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Other income (expense):
Interest income 419 -
Foreign exchange 716 -
-------------- ------------
Total other income (expense) 1,135 -
-------------- ------------
Loss before taxes on income (76,729) (11,398)
Provision for income taxes - -
-------------- ------------
Net loss (76,729) (11,398)
Deficit accumulated during
the development stage:
Beginning (1,067,251) (940,035)
-------------- ------------
Ending $ (1,143,980) $ (951,433)
============== ============
Basic earnings (loss)
per common share $ (0.00) $ (0.00)
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Weighted average shares outstanding 38,779,560 33,750,000
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The accompanying notes are an integral part of these statements.
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PNW CAPITAL, INC. (Formerly Winchester Mining Corporation)
(A development stage enterprise)
Statements of Cash Flows For The Periods Ended
June 30, 2000 and 1999
(Unaudited)
Cumulative
November 6,
1996 through
June 30, Six Months Ended June 30,
2000 2000 1999
Cash flows from operating activities:
Net loss $ (1,143,980)$ (133,746) $ (200,603)
Adjustments to reconcile net income to
cash provided (used) by development
stage activities:
Provision for bad debts 45,507 - -
Depreciation and amortization 2,759 2,220 305
Change in current assets and liabilities:
Inventory (3,415) (599) -
Prepaid expenses (16,858) (15,349) (4,318)
Accounts payable and accrued
expenses 37,752 11,634 300
Accrued liability for
contingencies 25,000 - 25,000
Due to related parties 689,812 58,480 34,666
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Cash flows from operating
activities (363,423) (77,360) (144,650)
------------- ----------- -----------
Cash flows from investing activities:
Purchase of equipment (12,451) (12,451) -
Investment in Multiplex (75,000) (75,000) -
Website development costs (69,261) (69,261) -
Acquisition of goodwill (149,057) (149,057) -
Loan to related party (50,000) - -
Loan repayments 4,493 - -
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Cash flows from investing
activities (351,276) (305,769) -
------------- ----------- -----------
Cash flows from financing activities:
Net proceeds from sale of common
stock 744,859 413,070 146,621
------------- ----------- -----------
Cash flows from financing
activities 744,859 413,070 146,621
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Net increase (decrease)
in cash and equivalents $ 30,160 29,941 1,971
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Cash and equivalents:
Beginning of period 219 149
----------- -----------
End of period $ 30,160 $ 2,120
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Supplemental cash flow disclosures:
Cash paid for interest $ - $ - $ -
Cash paid for income taxes - - -
Non-cash financing and
investing activities:
Shares issued for debt 595,000 - 275,000
The accompanying notes are an integral part of these statements.
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PNW CAPITAL, INC. (FORMERLY WINCHESTER MINING CORPORATION)
(A development stage enterprise)
Notes to Unaudited Financial Statements
June 30, 2000
The accompanying unaudited interim financial statements include all
adjustments which in the opinion of management are necessary in order
to make the accompanying financial statements not misleading, and are
of a normal recurring nature. However, the accompanying unaudited
financial statements do not include all of the information and
footnotes necessary for a complete presentation of financial
position, results of operations, cash flows and stockholders' in
conformity with generally accepted accounting principles. Except as
disclosed herein, there has been no material change in the
information disclosed in the notes to the financial statement
included in the Company's annual report for the year ended December
31, 1999. Operating results for the three and six months ended June
30, 2000 are not necessarily indicative of the results than can be
expected for the year ended December 31, 2000.
Note 1 - Development stage activities:
The Company is continuing to develop its on-line websites, from which
it intends to sell licensed products from Disney, National Football
League, National Basketball Association, Major League Baseball, NCAA,
and similar organizations. Approximately $70,000 has been incurred
in development costs as of June 30, 2000, and completion is expected
by the end of 2000. Accordingly, the Company is still deemed to be a
development stage enterprise.
Note 2 - Inventories:
Inventories are stated at the lower of cost or market, with cost
determined using the first-in first-out (FIFO) method, and consist of
licensed products (finished goods) held for sale when the Company's
websites become operational.
Note 3 - Property and equipment:
Property and equipment are stated at cost less accumulated
depreciation, computed on the straight-line method over the estimated
useful lives of the assets. Estimated lives of depreciable assets
range from five to seven years.
Note 4 - Investment in Multiplex Raceway Systems:
In May, 2000, the Company purchased 300,000 shares of Multiplex
Raceway Systems, a privately-held company engaged in the development
of fiber optic multiple access systems, at a cost of $75,000. The
investment represents 2.4% of the total outstanding stock of Raceway.
The stock purchase represents the Company's initial investment
against a total commitment to purchase 25% of Raceway's stock for
total consideration of $500,000 in cash and 2,000,000 shares of PNW
Capital, Inc. common stock. The investment is recorded at cost.
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PNW CAPITAL, INC. (FORMERLY WINCHESTER MINING CORPORATION)
(A development stage enterprise)
Notes to Unaudited Financial Statements
June 30, 2000
Note 5 - Website development costs in process:
As indicated in Note 1 above, the company is in the process of
developing websites from which to conduct its on-line retail
operations. In March 2000, the Emerging Issues Task Force reached a
consensus on Issue No. 00-2, Accounting for Website Development
Costs, ("EITF Issue No. 00-2") to be applicable to all website
development costs incurred for the quarter beginning after June 30,
2000. The consensus states that for specific website development
costs, the accounting should be based generally on AICPA Statement of
Position 98-1, Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use. Under SOP 98-1, development
costs are capitalized and amortized to income over the estimated
useful life of the website. The Company has elected to adopt EITF
Issue No. 00-2 and SOP 98-1 retroactively to January 1, 2000.
The Company has incurred $69,261 in development costs through June
30, 2000, which have been capitalized; no amortization has been
recorded, as the sites are incomplete. No costs had been incurred
prior to January 1, 2000.
Note 6 - Goodwill:
On May 9, 2000, the Company acquired all the outstanding stock of Hi-
Plains Energy Corp., a Wyoming corporation that was also in the
development stage, for $15,600. Concurrently therewith, the Company
paid consulting and legal fees of $134,420 to facilitate the merger
of Hi-Plains into Winchester, and the filing of related forms with
the Securities and Exchange Commission. The total of $150,020 has
been treated as the cost of the Hi-Plains shares.
Effective May 13, 2000, Hi-Plains was merged into Winchester,
Winchester changed its name to PNW Capital, Inc., and each share
issued and outstanding immediately prior to the effective date
remained as issued and outstanding common stock in Winchester
(renamed PNW) without change.
The purchase of the Hi-Plains stock and subsequent merger into PNW
has been treated as a purchase, under which the excess of the
purchase price ($150,020) over the net assets of Hi-Plains ($963) has
been capitalized as Goodwill, and is being amortized over a 15 year
life. Amortization of $1,656 was recognized during the quarter ended
June 30, 2000.
Note 7 - Federal income tax:
The currently payable (refundable) provision (credit) for Federal
income tax consists of the following:
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PNW CAPITAL, INC. (FORMERLY WINCHESTER MINING CORPORATION)
(A development stage enterprise)
Notes to Unaudited Financial Statements
June 30, 2000
June 30,
2000 1999
Currently payable (refundable)
provision(credit)
attributable to:
Current operations $(45,400) $(68,200)
Less:
Limitation due to absence
of prior taxable income 45,400 68,200
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Net amount payable
(refundable) $ - $ -
The Company follows Statement of Financial Accounting Standards
number 109 (SFAS 109), Accounting for Income Taxes. Deferred income
taxes reflect the net effect of (a) temporary difference between
carrying amounts of assets and liabilities for financial purposes and
the amounts used for income tax reporting purposes, and (b) net
operating loss carryforwards. The cumulative tax effect at the
expected rate of 34% of significant items comprising the Company's
net deferred tax amounts are as follows:
June 30,2000
Deferred tax assets
attributable to:
Net operating loss carry-
forward $ 388,900
Less, Valuation allowance (388,900)
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Net deferred tax assets $ -
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At June 30, 2000, the Company had net operating loss carryovers which
expire as follows:
Expires: Amount
December 31, 2011 $ 10,100
December 31, 2012 489,200
December 31, 2013 251,500
December 31, 2014 259,400
December 31, 2015 133,700
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Total $1,143,900
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PNW CAPITAL, INC. (FORMERLY WINCHESTER MINING CORPORATION)
(A development stage enterprise)
Notes to Unaudited Financial Statements
June 30, 2000
Note 8 - Common stock:
During the development stage, the Company has issued shares of its
common stock as follows:
Price Per
Description and Dates Shares Share Amount
Shares issued for cash:
November 7, 1996 50,000 $0.010 $ 500
February 27, 1997 20,000,000 0.010 200,000
July 17, 1998 5,200,000 0.062 320,000
March 15, 1999 2,000,000 0.050 100,000
March 31, 1999 1,000,000 0.050 50,000
March 13, 2000 1,790,000 0.161 288,190
May 17, 2000 6,700,000 0.218 146,302
Shares issued for debt (1):
March 15, 1999 3,500,000 0.050 175,000
March 31, 1999 2,000,000 0.050 100,000
(1) Value based on face value of obligation relieved.
Note 9 - Restatement of first quarter, 2000 results of operations:
As a result of the implementation of SOP 98-1 (see Note 5 above), the
Company retroactively capitalized $69,261 in website development
costs that had previously been expensed during the quarter ended
March 31, 2000. Following is a summary of the Company's operations
for the quarter ended March 31, 2000, as restated:
Quarter Ended March 31,
2000 1999
Revenues $ - $ -
------------ -----------
Less:
Costs of revenues - 50,026
Consulting and management fees 35,669 113,833
Provision for contingencies - 25,000
Other general and administrative 21,349 346
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Loss before taxes on income (57,018) (189,205)
Provision for taxes on income - -
------------ -----------
Net loss $ (57,018) ($189,205)
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The effect of the restatement on cash flows for the quarter ended
March 31, 2000 was to increase operating cash flows by $69,261, and
to decrease cash flows from investing activities by the same amount.
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Item 2. Management's Discussion and Analysis or Plan of Operation.
Liquidity and Capital Resources
The Company's cash position at June 30, 2000 was $30,160, and
increase of $29,941 from December 31, 1999.
Prepaid expenses increased by $15,349 from December 31, 1999,
consisting primarily of prepaid printed material to be used in
marketing, once the Company's websites become operational. Property
and equipment increased by $11,887, resulting from new equipment
purchased.
Other assets increased by $291,662, consisting of increases in
Investment in Multiplex Raceway Systems of $75,000, increase in
Website Development Costs in Process of $69,261, and increase in
Goodwill of $147,401. These items are described more fully in the
notes to the financial statements.
The above increases in assets were financed from the sale of
6,700,000 shares of common stock for net proceeds of $413,070 during
the first six months of the year.
Results of operations
Six months ended June 30, 2000 and 1999
The Company had no revenues during the six months ended June 30,
2000, compared to $5,392 during the comparable period of 1999. The
1999 revenues were derived from referral fees to internet casino
sites, and activity which has since ceased.
Loss from operations increased to $77,864 in 2000, compared to
$11,398 in 1999, primarily as a result of increases in consulting and
management fees and other general and administrative expenses. There
was no provision or credit for income taxes in either period.
The Company expects continued losses as it remains in the development
stage and while it completes development of its websites. The
Company expects the websites to be operational by the end of 2000.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 2. Changes in Securities.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
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PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
EXHIBIT INDEX
Exhibit
No. Description.
27 Financial Data Schedule
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereto duly authorized.
Dated this 23th day of August, 2000.
PNW CAPITAL, INC.
BY: /s/ Wayne Miller
Wayne Miller, President, Chief
Executive Officer and member of the
Board of Directors
