<PAGE>
U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File No. 0-23905
FIRST TARGET ACQUISITION, INC.
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(Name of Small Business Issuer in its Charter)
NEVADA 87-0447497
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(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
210 West Fourth Street, Suite 101
East Stroudsburg, Pennsylvania 18301
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(Address of Principal Executive Offices)
Issuer's Telephone Number: (570) 420-0318
COOKIE CUP INTERNATIONAL
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Former name, if applicable
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Sections 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.
(1) Yes X No (2) Yes X No
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APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Not applicable.
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the Registrant's classes
of common stock, as of the latest practicable date:
May 17, 1999
11,079,998
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
The Financial Statements of the Registrant required to be filed with
this 10-QSB Quarterly Report were prepared by management, and commence on the
following page, together with Related Notes. In the opinion of management,
the Financial Statements fairly present the financial condition of the
Registrant.
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FIRST TARGET ACQUISITION, INC.
(A Development Stage Company)
Balance Sheets
<CAPTION>
ASSETS
March 31, June 30,
1999 1998
( Unaudited)
CURRENT ASSETS
<S> <C> <C>
Cash $ - $ -
Total Current Assets - -
TOTAL ASSETS $ - $ -
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 20,809 $ 10,254
Total Current Liabilities 20,809 10,254
TOTAL LIABILITIES 20,809 10,254
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock: 50,000,000 shares authorized of
$0.001 par value, 323,603 and 333,333 shares
issued and outstanding 323 333
Additional paid-in capital 312,351 305,167
Deficit accumulated during the development stage (333,483) (315,754)
Total Stockholders' Equity (Deficit) (20,809) (10,254)
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ - $ -
</TABLE>
<TABLE>
FIRST TARGET ACQUISITION, INC.
(A Development Stage Company)
Statements of Operations
(Unaudited)
<CAPTION>
From
Inception on
April 15,
For the Three Months Ended For the Nine Months 1977 Through
March 31, March 31, March 31,
1999 1998 1999 1998 1999
<S> <C> <C> <C> <C> <C>
REVENUES $ - $ - $ - $ - $ -
EXPENSES 14,327 - 17,729 750 333,483
NET LOSS $ (14,327)$ - (17,729) (750) $ (333,483)
BASIC LOSS PER SHARE $ (0.00) $ (0.00) $ (0.00) $ (0.00)
</TABLE>
<TABLE>
FIRST TARGET ACQUISITION, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
<CAPTION>
Deficit
Accumulated Additional
During the
Common Stock Paid-in Development
Shares Amount Capital Stage
<S> <C> <C> <C> <C>
Balance, April 15, 1997 - $ - $ - $ -
Common stock issued at an
average of $0.91 per share 333,333 333 303,167 -
Additional capital contributed - - 500 -
Net loss from the year ended
June 30, 1994 - - - (304,000)
Balance, June 30, 1995 333,333 333 303,667 (304,000)
Net loss for the year ended
June 30, 1996 - - - -
Balance, June 30, 1996 333,333 333 303,667 (304,000)
Additional capital contributed - - 750 -
Net loss for the year ended
June 30, 1997 - - - (2,750)
Balance, June 30, 1997 333,333 333 304,417 (306,750)
Additional capital contributed - - 750 -
Net loss for the year ended
June 30, 1998 - - - (9,004)
Balance, June 30, 1998 333,333 $ 333 $ 305,167 (315,754)
Common stock issued for services
at $0.10 per share (unaudited) 35,000 35 3,465 -
Common shares canceled
(unaudited) (44,730) (45) 45 -
Additional capital contributed
(unaudited) - - 3,674 -
Net loss for the nine months
ended March 31, 1999
(unaudited) - - - (17,729)
Balance, March 31, 1999
(unaudited) 323,603 $ 323 $ 312,351 $(333,483)
</TABLE>
<TABLE>
FIRST TARGET ACQUISITION, INC.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
<CAPTION>
From
Inception on
For the Three For the Nine April 15,
Months Ended Months Ended 1977 Through
March 31, March 31, March 31,
1999 1998 1999 1998 1999
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES
Net loss $ (14,327) $ - $(17,729) $ (750) $(333,483)
Adjustments to reconcile net
loss to net cash provided
(used) by operating activities:
Common stock issued for services 3,500 - 3,500 - 3,500
Contributed captial for servies 1,881 - 3,674 750 5,674
Changes in operating assets
and liabilities:
Increase (decrease)
in accounts payable 8,946 - 10,555 - 20,809
Net Cash Used By Operating
Activities - - - - (303,500)
CASH FLOWS FROM INVESTING
ACTIVITIES - - - - -
CASH FLOWS FROM FINANCING
ACTIVITIES
Proceeds from Issuance of
common stock - - - - 303,500
Net Cash Provided By Financing
Activities - - - - 303,500
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS - - - - -
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD - - - - -
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ - $ - $ - $ - $ -
Cash Paid For:
Interest $ - $ - $ - $ - $ -
Income taxes $ - $ - $ - $ - $ -
</TABLE>
FIRST TARGET ACQUISITION, INC.
(A Development Stage Company)
Notes to the Financial Statements
September 30, 1998 and June 30, 1998
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies of First Target Acquisition,
Inc. is presented to assist in understanding the Company's financial
statements. The financial statements and notes are representations of the
Company's management, which is responsible for their integrity and
objectivity. These accounting policies conform to generally accepted
accounting principles and have been consistently applied in the preparation of
the financial statements.
a. Organization
The financial statements presented are those of First Target Acquisition, Inc.
(the Company). The Company was formerly known as Cookie Cup International,
but changed its name to First Target Acquisition, Inc., amending the Articles
of Incorportion on January 22, 1999. The Company was originally incorporated
under the laws of the State of Utah on April 15, 1977. Subsequently the
Corporation was "re-incorporated" under the laws of the State of Nevada on May
11, 1987.
The Company is an outgrowth of a merger between Sierra Development, (A Utah
corporation that became public via an offering in October, 1977) and Cookie
Cup International, (A Nevada Corporation) that merged in 1987. Sierra
Development was organized as a "blind pool" corporation. Cookie Cup
International was organized to engage in the retail and wholesale business of
ice cream and frozen dessert novelties. The intended business of the
corporation was not successful and the corporation has been dormant and
operationally inactive for many years. The Company has been seeking new
business opportunities believed to hold a potential profit or to merge with an
existing, operating company.
b. Fiscal Year
The Company has elected a June 30 year end.
c. Basis of Operation
The Company prepares its financial statements and federal income taxes on the
accrual basis of accounting.
d. Unaudited Financial Statements
The accompanying unaudited financial statements include all of the adjustments
which, in the opinion of management, are necessary for a fair presentation.
Such adjustments are of a normal, recurring nature.
e. Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reported period.
Actual results could differ from those estimates.
f. Income Taxes
No provision for income taxes has been accrued because the Company has net
operating losses from inception. No tax benefit has been reported in the
financial statements because the Company is uncertain if the carryforwards
will expire unused. Accordingly, the potential tax benefits are offset by
valuation account of the same amount.
NOTE 2 - OPTIONS AND WARRANTS
There are no options or warrants outstanding against the common stock of the
Company.
NOTE 3 - DIVIDEND POLICY
The Company has not yet adopted a policy regarding dividends.
NOTE 4 - STOCK TRANSACTIONS
On January 12, 1999, the Company effected a 150-for-1 reverse split of its
outstanding common stock while maintaining the authorized shares at 50,000,000
with a par value of $0.001 per share. Simultaneously, 44,730 shres were
returned to treasury and canceled.
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation.
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Plan of Operation.
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The Company did not engage in any material operations from the end of
its calendar year ended December 31, 1991, through the end of its quarterly
period ended March 31, 1999. During this period, the Company received
revenues of $0. During the same period, total expenses were $14,327 and net
income totaled ($14,327).
On April 29, 1999, which is subsequent to the period covered by this
Report, the Company completed an Agreement and Plan of Reorganization with
thatlook.com, Inc., a New Jersey corporation, and all of the stockholders of
thatlook.com (the "Plan"). The terms of the Plan were disclosed in a Current
Report on Form 8-K dated April 29, 1999, which was filed with the Securities
and Exchange Commission on May 12, 1999. See the Exhibit Index, Part II, Item
6.
The reorganized Company plans to expand its database of qualified
fee-paying doctors using its normal direct response tools, which include web
exposure, radio and television advertising and direct mail. During the next
12 months, the Company also plans to expand its flow of financially qualified
patients, using the same direct response tools. Management also intends to
seek out other doctor referral web sites for acquisition. Any such
acquisition would most likely take the form of a stock-for-stock exchange.
The Company will also increase employee and managerial levels as appropriate.
Results of Operations.
- ----------------------
During the quarterly period ended March 31, 1999, the Company
had no business operations. During this period, the Company received total
revenues of $0 and had net income of ($14,327).
Liquidity.
- ----------
At March 31, 1999, the Company had no current assets, with total
current liabilities of $20,809. Total stockholder's equity was $(20,809).
$1,793 was contributed by a shareholder in 1998 and an additional $3,674 was
contributed in 1999.
"Year 2000".
- -----------
Management has determined that the Company's business application
software is "Year 2000 compliant." The Company uses software provided by a
third party manufacturer to manage its portfolio of approximately 3,000
cosmetic surgery loans. Management has received verbal assurances from the
provider of this software that it is Year 2000 compliant. However, any
problems with the loan management software as a result of the change of year
to the year 2000 may have a substantial negative effect on the Company's
operations.
Payments on the Company's cosmetic surgery loans are deposited into
its bank accounts with First Union Bank; Fleet Bank; Farmers First Bank; and
PNC Bank. If any of these banks computer systems are not Year 2000 compliant,
the Company's accounts may be negatively effected.
The Company can give no assurance that other third parties with whom
it does business will ensure Year 2000 compliance in a timely manner or that,
if they do not, problems with their computer systems will not have an adverse
effect on the Company.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
- ----------------------------
None; not applicable.
Item 2. Changes in Securities.
- --------------------------------
A Certificate of Amendment was filed in the State of Nevada on
January 25, 1999, changing the name of the Company to "First Target
Acquisition, Inc.," and adopting a 1 for 150 reverse split, effective January
12, 1999, retaining the authorized shares at 50,000,000 and the par value at
one mill ($0.001) per share, with appropriate adjustments being made in the
additional paid in capital and stated capital accounts of the Company;
provided, however that no stockholder then owning 100 or more shares
was to be reduced to less than 100 shares as a result of the reverse split and
that no person owning less than 100 shares was to be affected by the reverse
split; the additional shares required to provide the minimum of 100 shares
were conveyed to the Company by a principal stockholder of the Company; and
all fractional shares were rounded up to the nearest whole share.
Item 3. Defaults Upon Senior Securities.
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None; not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
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None; not applicable.
Item 5. Other Information.
- ----------------------------
See Item 2, above.
Item 6. Exhibits and Reports on Form 8-K.
- -------------------------------------------
(a) Exhibits.
*S-8 Registration Statement filed January 26, 1999.
*S-8 Registration Statement filed April 30, 1999.
Financial Data Schedule.
(b) Reports on Form 8-K.
* Current Report on Form 8-K, dated April 29, 1999, filed May
12, 1999.
* Incorporated by reference.
<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.
FIRST TARGET ACQUISITION, INC.
Date: 5-19-99 By /s/ Gerard A. Powell
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Gerard A. Powell
Director and President
Date: 5-19-99 By /s/ Charlie Lynn Trapasso
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Charlie Lynn Trapasso
Secretary/Treasurer
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<CIK 0001057653
<NAME> FIRST TARGET ACQUISITION, INC.
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-END> MAR-31-1999
<CASH> 0
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<ALLOWANCES> 0
<INVENTORY> 0
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<CURRENT-LIABILITIES> 20809
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0
0
<COMMON> 323
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<OTHER-EXPENSES> 17729
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<NET-INCOME> (17729)
<EPS-PRIMARY> (0.00)
<EPS-DILUTED> (0.00)
</TABLE>
