U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-QSB
Quarterly Report Under
the Securities Exchange Act of 1934
For Quarter Ended: July 31, 1998
Commission File Number: 0-29356
SOUTHERN STATES POWER COMPANY, INC.
(Exact name of small business issuer as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
33-0312389
(IRS Employer Identification No.)
830 Havens Road
Shreveport, LA
(Address of principal executive offices)
71107
(Zip Code)
(318) 221-5703
(Issuer's Telephone Number)
PASCAL VENTURES, INC.
6 Venture, Suite 207
Irvine, CA
92618
(Former name, former address and former fiscal year,
if changed last report)
Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 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 .
--- ---
The number of shares of the registrant's only class of common
stock issued and outstanding, as of July 31, 1998, was 10,205,000
shares.
1
<PAGE>
PART I
ITEM 1. FINANCIAL STATEMENTS.
The unaudited financial statements for the nine month period
ended July 31, 1998, are attached hereto.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction
with the Financial Statements and notes thereto included herein.
The Company generated no revenues during the nine month
period ending July 31, 1998. Effective July 13, 1998, Pascal
Ventures, Inc., a Delaware corporation (the "Company") acquired
all of the issued and outstanding securities of Southern States
Power Company, Inc., a Louisiana corporation ("Southern"),
consisting of 8,205,000 shares of common stock, par value $.001
per share. The nature and amount of consideration given in
connection with the Agreement was the issuance of 8,205,000
shares of "restricted" common stock of the Company to the former
Southern shareholders. The consideration given and received was
determined by arms-length negotiations between the principals of
the Company and the principals of Southern. No material
relationship existed or presently exists between management of
the companies. In addition the Company undertook a "forward
split" of its common stock, whereby 4 shares of common stock will
be issued in exchange for one share of common stock prior to the
closing. Therefore, immediately prior to closing, there were
2,000,000 shares of the Company outstanding. Subsequent to the
closing there are 10,205,000 shares of the Company's common stock
outstanding.
The Company intends to develop its proprietary
technology relating to the generation of power for small and
large power generation facilities and to attempt to obtain
favorable market prices for natural gas and other needed fuels
for power systems with which it intends to contract. To date the
Company has generated no revenues.
The Company's securities are currently not liquid.
There are no market makers in the Company's securities and it is
not anticipated that any market will develop in the company's
securities until such time as the company successfully implements
its business plans.
Year 2000 Disclosure
Many existing computer programs use only two digits to
identify a year in the dare field. These programs were designed
and developed without considering the impact of the upcoming
2
<PAGE>
change in the century. If not corrected, many computer
applications could fail or create erroneous results by or at the
Year 2000. As a result, many companies will be required to
undertake major projects to address the Year 2000 issue. Because
the Company has nominal assets, including no personal property
such as computers, it is not anticipated that the Company will
incur any negative impact as a result of this potential problem.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS - NONE
ITEM 2. CHANGES IN SECURITIES - SEE DISCUSSION IN PART I, ITEM
2.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES - NONE
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS -
SEE DISCUSSION IN PART I, ITEM 2.
ITEM 5. OTHER INFORMATION
On July 28, 1998, the Company, represented by Heber C.
Bishop, President, entered into an agreement with Detech
Corporation of Calgary, Alberta, Canada, whereby the Company
obtained Detech's 40% ownership interest in the World Transport
Authority Automobile Manufacturing Plant located in Otay Mesa,
Mexico. This facility produces composite-body utility vehicles
powered by either diesel, natural gas or electricity. The
Company will provide expertise and management skill in the
development of the vehicle line as well as power generation
service for the operations of the facility itself. As the
facility proves itself, World Transport Authority will replicate
the plant in areas throughout Mexico. The Company will be
involved in power supply for these facilities as well as
participate in the revenues generated by sales of the vehicles
produced.
In exchange for the rights and assets acquired by the
Company, the Company tendered the sum of $34,500.00 to Detech and
agreed to pay certain creditors of Detech approximately
$65,000.00. Further, the Company issued two warrants to Detech
allowing Detech to purchase 100,000 shares of the Company at a
price of $5.00 per share for a two-year period and 100,000 shares
of the Company at a price of $7.50 per share for a two-year
period.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K -
(a) Exhibits
EX-27 Financial Data Schedule
3
<PAGE>
(b) Reports on Form 8-K - a Report on Form 8-K was
filed on or about July 24, 1998.
4
<PAGE>
<TABLE>
SOUTHERN STATES POWER COMPANY, INC.
(A Development Stage Company)
(A Delaware corporation)
BALANCE SHEET
<CAPTION>
ASSETS: Unaudited Audited
July 31, 1998 April 30, 1998
------------- --------------
<S> <C> <C>
Current Assets 0 0
Organization Costs (net of
$500 accumulated
amortization) 0 0
-------------- --------------
Total Assets 0 0
============== ==============
LIABILITIES
Current Liabilities
Accounts Payable 1,900 900
-------------- --------------
Total Current Liabilities 1,900 900
-------------- --------------
Total Liabilities 1,900 900
STOCKHOLDERS' EQUITY
Common Stock - Par Value
$.001 per share; 15,000,000/
15,000,000 Shares Authorized
500,000 Shares Issued and
Outstanding 500 500
Additional Paid-In Capital - -
Retained Deficit, accumulated
in the development stage (2,400) (1,400)
-------------- --------------
Total Stockholders' Equity (1,900) (900)
Total Liabilities and
Stockholders' Equity 0 0
============== ==============
</TABLE>
5
<PAGE>
<TABLE>
SOUTHERN STATES POWER COMPANY, INC.
(A Development Stage Company)
(A Delaware corporation)
STATEMENT OF REVENUES AND EXPENSES
<CAPTION>
For the Period
Three 8/31/88
Months Fiscal (Inception)
Ended Year Ended to
7/31/98 4/30/98 4/30/98
------- ------- -------
<S> <C> <C> <C>
REVENUE:
Revenue $ 0 $ 0 $ 0
EXPENSES:
Amortization Cost 0 0 500
Legal and Accounting 1,000 0 1,000
Taxes and Licenses 0 100 900
------- ------- -------
Total Expenses 1,000 100 2,400
Net Income/(Loss) $(1,000) $ (100) $(2,400)
======= ======== =======
Net loss per share $ .002 $ 0 $ .0048
======= ======== =======
</TABLE>
6
<PAGE>
<TABLE>
SOUTHERN STATES POWER COMPANY, INC.
(A Development Stage Company)
(A Delaware corporation)
STATEMENT OF CASH FLOWS
<CAPTION>
Period
For the 8/31/98
Three Months Fiscal (Inception)
Ended Year Ended to
7/31/98 4/30/98 4/30/98
------- ------- -------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES
Cash Received from
Operating Activities $ 0 $ 0 $ 0
Cash Paid for
Operating Activities 0 0 0
------- ------- -------
Net Cash Used by
Operating Activities 0 0 0
CASH FLOWS FROM
INVESTING ACTIVITIES
Net Cash Used in Investing
Activities 0 0 (500)
CASH FLOWS FROM FINANCING
ACTIVITIES
Net Cash From Financing
Activities 0 0 500
</TABLE>
7
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
and Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto
duly authorized.
SOUTHERN STATES POWER COMPANY, INC.
(Registrant)
Dated: September 15, 1998
By: s/Heber C. Bishop
--------------------------------
Heber C. Bishop, President
8
<PAGE>
SOUTHERN STATES POWER COMPANY, INC.
Exhibit Index to Quarterly Report on Form 10-QSB
For the Quarter Ended July 31, 1998
EXHIBITS Page No.
EX-27 Financial Data Schedule . . . . . . . . . . 10
9
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED FINANCIAL STATEMENTS FOR THE FISCAL QUARTER ENDED JULY 31, 1998, AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> OCT-30-1998
<PERIOD-END> JUL-31-1998
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 1,900
<BONDS> 0
0
0
<COMMON> 500
<OTHER-SE> (2,400)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,000)
<EPS-PRIMARY> (.002)
<EPS-DILUTED> 0
</TABLE>
