UNITED STATES
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 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
Commission file number 0-24897
MAS ACQUISITION III CORP.
(Name of Small Business Issuer in its charter)
Delaware 35-1990562
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification Number)
1710 E. Division St., Evansville, Indiana 47711
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (812) 479-7266
Securities registered under Section 12(b) of the Act: None
Securities registered under Section 12(g) of the Act:
Common Stock, $.001 par value per share
(Title or class)
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 [ ]
As of September 30, 1998, the Registrant has outstanding 8,506,670 shares
of Common Stock.
<PAGE>
MAS Acquisition III Corp.
Form 10-QSB
Quarterly Report
September 30, 1998
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
<TABLE>
<CAPTION>
(1) Financial Statements Page
<S> <C>
Balance Sheet at December 31, 1997 and
September 30, 1998 (unaudited) F-1
Statements of Operations for the three and
nine months ended September 30, 1998 (unaudited) F-2
Statement of Changes in Stockholder's Equity
for the period from inception (July 31, 1996)
to September 30, 1998 (unaudited) F-3
Statements of Cash Flows for the three and
nine months ended June 30, 1998 (unaudited) F-4
Notes to Unaudited Financial Statements F-5
</TABLE>
<PAGE>
MAS Acquisition III Corp.
(A Development Stage Company)
Balance Sheet
<TABLE>
<CAPTION>
<S> <C> <C>
September 30, December 31,
ASSETS 1998 1997
------ --------- ------------
Current assets:
Organization costs, net of $41 and $27
amortization 49 63
--------- ---------
$ 49 $ 63
========= =========
STOCKHOLDER'S EQUITY
--------------------
Commitments and contingencies
Stockholder's equity:
Preferred stock, $.001 par value
20,000,000 shares authorized - -
Common stock, $.001 par value,
80,000,000 shares authorized, 8,506,670 shares
issued and outstanding 97 94
(Deficit) accumulated during
development stage (48) (31)
--------- ---------
49 63
--------- ---------
$ 49 $ 63
========= =========
</TABLE>
See accompanying notes to financial statements.
F-1
<PAGE>
MAS Acquisition III Corp.
(A Development Stage Company)
Statement of Operations
<TABLE>
<CAPTION>
<S> <C> <C>
Three Month Nine Month Month
Ended Ended
September 30, September 30,
1998 1998
--------- ---------
Operating expenses $ 8 $ 17
--------- ---------
Net (loss) (8) (17)
--------- ---------
Per share information:
Net (loss) per common share $ (0.00) $ (0.00)
========= =========
Shares used in calculating per share amounts 8,506,670 8,506,670
========= =========
</TABLE>
See accompanying notes to financial statements.
F-2
<PAGE>
MAS Acquisition III Corp.
(A Development Stage Company)
Statement of Changes in Stockholder's Equity
<TABLE>
<CAPTION>
Deficit Accumulated
During the
Common Stock Development Stage Total
-------------------- ------------------- ----------
ACTIVITY Shares Amount
--------- --------
<S> <C> <C> <C> <C>
Shares issued at inception
for organization costs
aggregating $90 8,500,000 90 - 90
Net loss for the period - - (9) (9)
--------- --------- --------- --------
Balance, December 31, 1996 8,500,000 90 (9) 81
--------- --------- --------- --------
Shares issued for
services at $.001
per share during
January, 1997 500 1 1
Gift shares issued
during March, 1997 at
$.001 per share 3,100 3 3
Net loss for the period - - (22) (22)
--------- --------- --------- --------
Balance December 31, 1997 8,503,600 94 (31) 63
--------- --------- --------- --------
Gift shares
September 1998 @ $.001 3,070 3 3
Net (loss) for the nine
months ended
September 30, 1998 - - (17) (17)
--------- --------- --------- --------
8,506,670 97 (48) 49
========= ========= ========= ========
</TABLE>
See accompanying notes to financial statements.
F-3
<PAGE>
MAS Acquisition III Corp.
(A Development Stage Company)
Statement of Cash Flows
<TABLE>
<CAPTION>
Three Nine
Months Months
Ended Ended
September 30, September 30,
1998 1998
---------- ----------
<S> <C>
Net income (loss) $ (8) $ (17)
Adjustments to reconcile net
income to net cash provided
by operating activities:
Amortization 5 14
Shares issued for services - -
Gift shares issued 3 3
---------- ----------
Total adjustments 8 17
Net cash provided by (used in)
operating activities - -
Increase (decrease) in cash - -
Cash and cash equivalents,
beginning of period - -
---------- ----------
Cash and cash equivalents,
end of period $ - $ -
========== ==========
See accompanying notes to financial statements.
F-4
<PAGE>
MAS Acquisition III Corp.
(A Development Stage Company)
Notes to Financial Statements
Note 1. SIGNIFICANT ACCOUNTING POLICIES
Organization
The Company was incorporated on July 31, 1996, in the State of Delaware.
The Company is in the development stage and its intent is to locate suitable
business ventures to acquire. The Company has had no significant business
activity to date and has chosen December 31, as a year end.
Cash and cash equivalents
Cash and cash equivalents consist of cash and other highly liquid debt
instruments with an original maturity of less than three months.
Intangible assets
The cost of intangible assets are amortized using the straight line method
over the estimated useful economic life (five years for organization
costs). They are stated at cost less accumulated amortization. The Company
reviews for the impairment of long-lived assets and certain identifiable
intangibles whenever events or changes in circumstances indicate that
the carrying value of the asset may not be recoverable. An impairment loss
would be recognized when estimated future cash flows expected to result from
the use of the asset and its eventual disposition is less than its carrying
amount. No such impairment losses have been identified in the periods
presented.
Net loss per share
The net loss per share is computed by dividing the net loss for the period by
the weighted average number of common shares outstanding for the period. Common
stock equivalents are excluded from the computation as their effect would be
anti-dilutive. Shares issued at inception are considered to be outstanding for
the entire period presented.
Use of Estimates
The preparation of the Company's financial statements requires management
to make estimates and assumptions that affect the amounts reported in
the financial statements and accompanying notes. Actual results could
differ from these estimates.
Note 2. STOCKHOLDERS' EQUITY
At inception the Company issued 8,500,000 shares of its $.001 par value
common stock to an officer as reimbursement of organization costs paid
by the officer. Fair value used for this transaction of $90 is based
upon the actual cost of incorporation.
During January, 1997 the Company issued 500 shares of its $.001 par value
common stock to directors as compensation valued at $1.
During March, 1997 the Company issued 3,100 shares of its common stock
to 31 foreign citizens as a gift with an aggregate fair value of $3.
During September, 1998 the Company issued 3,070 shares of its common stock
to 118 foreign citizens as a gift with an aggregate fair value of $3.
Note 3. INCOME TAXES
Deferred income taxes may arise from temporary differences resulting from
income and expense items reported for financial accounting and tax purposes
in different periods. Deferred taxes are classified as current or non-current,
depending on the classifications of the assets and liabilities to which
they relate. Deferred taxes arising from temporary differences that are
not related to an asset or liability are classified as current or non-current
depending on the periods in which the temporary differences are expected to
reverse. The deferred tax asset related to the operating loss carryforward
has been fully reserved.
The Company currently has net operating loss carryforwards aggregating
approximately $48 which expire in 2011 and 2012.
F-5
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITIONS.
The following discussion should be read in conjuction with the
information contained in the financial statements of the Company
and the Notes thereto appearing elsewhere herein.
Results of Operations - July 31, 1996 (Inception) through September 30, 1998.
The Company is considered to be in the development stage as defined
in Statement of Financial Accounting Standards No. 7. There have been
no operations since inception.
Liquidity and Capital Resources.
The Company has no cash as of September 30, 1998.
<PAGE>
Part II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
The Company did not file any reports on Form 8-K during the quarter ended
September 30, 1998.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
MAS ACQUISITION III CORP.
Date: December 31, 1998
By: /s/ Aaron Tsai
----------------------------------
Aaron Tsai
President, Chief Executive Officer
Treasurer and Director
Date: December 31, 1998
By: /s/ Chia-Lun Tsai
----------------------------------
Chia-Lun Tsai
Vice President and Director
<PAGE>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Balance Sheet at September 30, 1998 (unaudited) and the Statement of
Operations for the three months ended September 30, 1998 (unaudited) and
is qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> SEP-30-1998
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 49
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 49
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 49
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 49
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> (8)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (8)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (8)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
