SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
September 30, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
to
Commission file number 0-23761
ABERDEEN ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 52-2068323
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1504 R Street, N.W., Washington, D.C. 20009
(Address of principal executive offices (zip code))
202/387-5400
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the last 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
Indicate the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date.
Class Outstanding at September 30, 1998
Common Stock, par value $0.0001 5,000,000
<PAGE>
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ABERDEEN ACQUISITION CORPORATION
Balance Sheet
September 30, 1998
(Unaudited)
ASSETS
Cash $1,000
Total assets $1,000
LIABILITIES
Current -0-
Long-term -0-
Total Liabilities -0-
Shareholder Equity
Common Stock (5,000,000 shares
$.0001 par value) $500
Additional paid in capital $500
Total Equity $1,000
Note 1 - The Company
The Company is in its developmental stage, and has had no revenue and has
incurred no expenses to date. The Company was formed to provide a method
for a foreign or domestic private company to become a reporting ("public")
company whose securities are qualified for trading in the United States
secondary market.
The unaudited financial statements and notes are presented as permitted by
Form 10-QSB. Accordingly, certain information and footnote disclosures
normally included in financial statements prepared in accordance with
generally accepted accounting principles have been omitted.
Note 2 - Common Stock Issued
The Company has authorized 100,000,000 shares of Common Stock having a par
value of $.0001 per share and 20,000,000 shares of preferred stock having a
par value $.0001 per share. As of September 30, 1998, 5,000,000 shares of
Common Stock had been issued and are outstanding.
Note 3 - No Costs Incurred
As of September 30, 1998, no shareholders, officers, directors or other
related parties had incurred costs on behalf of the Company. Past and current
expenses of the Company have been and will be paid by existing shareholders
of the Company, and will be treated as additional paid-in capital from such
shareholders.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The Company has registered its common stock on a Form 10-SB
registration statement filed pursuant to the Securities Exchange Act of
1934 (the "Exchange Act") and Rule 12(g) thereof. The Company files with
the Securities and Exchange Commission periodic and episodic reports under
Rule 13(a) of the Exchange Act, including quarterly reports on Form 10-QSB
and annual reports Form 10-KSB. As a reporting company under the Exchange
Act, the Company may register additional securities on Form S-8 (provided
that it is then in compliance with the reporting requirements of the
Exchange Act) and on Form S-3 (provided that is has during the prior 12
month period timely filed all reports required under the Exchange Act), and
its class of common stock registered under the Exchange Act may be traded
in the United States securities markets provided that the Company is then
in compliance with applicable laws, rules and regulations, including
compliance with its reporting requirements under the Exchange Act.
The Company was formed to engage in a merger with or acquisition of an
unidentified foreign or domestic private company which desires to become a
reporting ("public") company whose securities are qualified for trading in
the United States secondary market. The Company meets the definition of a
"blank check" company contained in Section (7)(b)(3) of the Securities Act
of 1933, as amended.
Management believes that there are perceived benefits to being a
reporting company with a class of publicly-traded securities which may be
attractive to foreign and domestic private companies.
These benefits are commonly thought to include (1) the ability to use
registered securities to make acquisition of assets or businesses; (2)
increased visibility in the financial community; (3) the facilitation of
borrowing from financial institutions; (4) improved trading efficiency;
(5) shareholder liquidity; (6) greater ease in subsequently raising
capital; (7) compensation of key employees through options for stock for
which there is a public market; (8) enhanced corporate image; and, (9) a
presence in the United States capital market.
A private company which may be interested in a business combination
with the Company may include (1) a company for which a primary purpose of
becoming public is the use of its securities for the acquisition of assets
or businesses; (2) a company which is unable to find an underwriter of its
securities or is unable to find an underwriter of securities on terms
acceptable to it; (3) a company which wishes to become public with less
dilution of its common stock than would occur normally upon an
underwriting; (4) a company which believes that it will be able obtain
investment capital on more favorable terms after it has become public; (5)
a foreign company which may wish an initial entry into the United States
securities market; (6) a special situation company, such as a company
seeking a public market to satisfy redemption requirements under a
qualified Employee Stock Option Plan; and, (7) a company seeking one or
more of the other benefits believed to attach to a public company.
Management is actively engaged in seeking a qualified private company
as a candidate for a business combination. The Company is
authorized to enter into a definitive agreement with a wide variety of
private businesses without limitation as to their industry or revenues. It
is not possible at this time to predict with which private company, if any,
the Company will enter into a definitive agreement or what will be the
industry, operating history, revenues, future prospects or other
characteristics of that company.
As of the date hereof, management has not made any final decision
concerning or entered into any agreements for a business combination. When
any such agreement is reached or other material fact occurs, the Company
will file notice of such agreement or fact with the Securities and Exchange
Commission on Form 8-K. Persons reading this Form 10-QSB are advised to
see if the Company has subsequently filed a Form 8-K.
The current shareholders of the Company have agreed not to sell or
otherwise transfer any of their common stock of the Company except in
connection with a business combination.
The Company does not intend to trade its securities in the secondary
market until completion of a business combination. It is anticipated that
immediately following such occurrence the Company will cause its common
stock to be listed or admitted to quotation on the NASD OTC Bulletin
Board or, if it then meets the financial and other requirements thereof,
on the Nasdaq SmallCap Market, National Market System
or regional or national exchange.
COMPUTER SYSTEMS REDESIGNED FOR YEAR 2000
Many existing computer programs use only two digits to identify a year
in such program's date field. These programs were designed and developed
without consideration of the impact of the change in the century for
which four digits will be required to accurately report the date. If not
corrected, many computer applications could fail or create erroneous results
by or following the year 2000 ("Year 2000 Problem"). Many of the computer
programs containing such date language problems have not been corrected by
the companies or governments operating such programs. The Company does not
have operations and does not maintain computer systems. However, it is
impossible to predict what computer programs will be effected, the impact
any such computer disruption will have on other industries or commerce or the
severity or duration of a computer disruption.
Before the company enters into any business combination, it will inquire
as to the status of any target company's Year 2000 Problem, the steps such
target company has taken to correct any such problem and the probable impact
on such target company of any computer disruption. However, there can be
no assurance that the Company will not merge with a target company that
has an uncorrected Year 2000 Problem or that any such Year 2000 Problem
corrections are sufficient. The extent of the Year 2000 Problem of a
target company may be impossible to ascertain and its impact on the
Company is impossible to predict.
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no legal proceedings against the Company and the Company is
unaware of such proceedings contemplated against it.
ITEM 2. CHANGES IN SECURITIES
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 4
-- Certificate of Incorporation filed as an exhibit to the Company's
registration statement on Form 10-SB (File No. 0-23761) filed on
February 10, 1998 and is incorporated herein by reference.
-- By-Laws filed as an exhibit to the Company's registration
statement on Form 10-SB (File No. 0-23761) filed on February 10, 1998
which is incorporated herein by reference.
(b) Reports on Form 8-K
There were no reports on Form 8-K filed by the Company during the
quarter ended September 30, 1998.
<PAGE>
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 thereunto duly authorized.
ABERDEEN ACQUISITION CORPORATION
By: /s/ James M. Cassidy
James M. Cassidy, President
Dated: January 25, 1999
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