U.S. 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 June 30, 2000.
....Transition report under section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from _________ to
_________.
Commission File No: 0-27653
PACIFIC CMA, INC.
(Name of small business in its charter)
Colorado 84-1475073
(State or other (IRS Employer Id. No.)
jurisdiction of Incorporation)
7331 S. Meadow Court
Boulder, Colorado 80301
(Address of Principal Office) Zip Code
Issuer's telephone number: (303) 530-3353
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act 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 ....
Applicable only to issuers involved in bankruptcy proceedings during
the past five years.
Check whether the issuer has filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court. Yes .....
No .....
Applicable only to corporate issuers
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date. At June 30,
2000, the following shares of common were outstanding: Common
Stock, no par value, 12,000,000 shares.
Transitional Small Business Disclosure Format (Check one):
Yes ..... No ..X..
PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS AND EXHIBITS
(a) The unaudited financial statements of registrant for the six months
ended June 30, 2000, follow. The financial statements reflect all
adjustments which are, in the opinion of management, necessary to a
fair statement of the results for the interim period presented.
PACIFIC CMA, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
Quarter Ended June 30, 2000
Index to Financial Statements: [C]
Balance Sheet 5
Statements of Operations 6
Statements of Cash Flows 8
Notes to Financial Statements 12
PACIFIC CMA, INC.
(A Development Stage Company)
BALANCE SHEET
(unaudited)
<TABLE>
<CAPTION>
June 30,
2000
<S> <C>
ASSETS
CURRENT ASSETS
Cash $ 1,025
Total current assets 1,025
TOTAL ASSETS 1,025
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Total current liabilities -
STOCKHOLDERS' EQUITY
Preferred stock, no par value,
10,000,000 shares authorized;
no shares issued and outstanding -
Common stock, no par value;
100,000,000 shares authorized;
12,000,000 shares issued and
outstanding 2,400
Additional paid-in capital 10,668
Deficit accumulated during the
development stage (12,043)
Total stockholders' equity 1,025
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 1,025
</TABLE>
The accompanying notes are an integral part of the financial statements.
PACIFIC CMA, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(page 1 of 2)
(unaudited)
<TABLE>
<CAPTION>
For the period For the three
from inception months ended
(December 29, 1994) June 30,
to June 30, 2000 2000 1999
<S> <C> <C> <C>
REVENUES $ - - -
EXPENSES
Amortization 200 - 10
Accounting 2,941 - -
Office Supplies 66 - -
Rent 450 150 -
Consulting Fees 2,145 - -
Legal Fees 5,475 696 -
Transfer agent fees 766 95 -
Total expenses 12,043 941 10
NET LOSS (12,043) (941) (10)
Accumulated deficit
Balance,
beginning of period - (11,102) (2,686)
Balance,
end of period $(12,043) (12,043) (2,696)
NET LOSS PER SHARE (NIL) (NIL) (NIL)
WEIGHTED AVERAGE
NUMBER OF SHARES
OF COMMON STOCK
OUTSTANDING 12,000,000 12,000,000 12,000,000
</TABLE>
The accompanying notes are an integral part of the financial statements.
PACIFIC CMA, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(page 2 of 2)
(unaudited)
<TABLE>
<CAPTION>
For the six For the six
months ended months ended
June 30, June 30,
2000 1999
<S> <C> <C>
REVENUES $ - -
EXPENSES
Amortization - 20
Accounting 1,105 -
Office Supplies 16 -
Rent 300 -
Consulting Fees - -
Legal Fees 2,869 -
Transfer agent fees 766 -
Total expenses 5,056 20
NET LOSS (5,056) (20)
Accumulated deficit
Balance,
beginning of period (6,987) (2,562)
Balance,
end of period $(12,043) (2,582)
NET LOSS PER SHARE (NIL) (NIL)
WEIGHTED AVERAGE
NUMBER OF SHARES
OF COMMON STOCK
OUTSTANDING 12,000,000 12,000,000
</TABLE>
The accompanying notes are an integral part of the financial statements.
PACIFIC CMA, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(page 1 of 2)
(unaudited)
<TABLE>
<CAPTION>
For the period For the three
from inception months ended
(December 29, 1994) June 30,
to June 30, 2000 2000 1999
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $(12,043) (941) (10)
Adjustments to reconcile
net loss to net cash used
by operating activities:
Amortization 200 - 10
Rent 450 150 -
Stock issued for
consulting fees 2,145 - -
Increase in accounts
payable - (35) -
Net cash used by operating
activities (9,248) (826) -
CASH FLOWS FROM INVESTING ACTIVITIES:
Increase in organization
costs (200) - -
Net cash used by investing
activities (200) - -
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash provided by
shareholders 9,500 - -
Cash paid for expenses by
shareholders 718 - -
Issuance of common stock 255 - -
Net cash provided by
financing activities 10,473 - -
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS 1,025 (826) -
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD - 1,851 -
CASH AND CASH EQUIVALENTS,
END OF PERIOD $ 1,025 $ 1,025 -
</TABLE>
The accompanying notes are an integral part of the financial statements
PACIFIC CMA, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(page 2 of 2)
(unaudited)
<TABLE>
<CAPTION>
For the six For the six
months ended months ended
June 30, June 30,
2000 1999
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $(5,056) (20)
Adjustments to reconcile
net loss to net cash used
by operating activities:
Amortization - 20
Rent 300 -
Stock issued for
consulting fees - -
Increase in accounts
payable (1,131) -
Net cash used by operating
activities (5,887) -
CASH FLOWS FROM INVESTING ACTIVITIES:
Increase in organization
costs - -
Net cash used by investing
activities - -
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash provided by
shareholders 4,500 -
Cash paid for expenses by
shareholders 19 -
Issuance of common stock - -
Net cash provided by
financing activities 4,519 -
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS (1,368) -
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD 2,393 -
CASH AND CASH EQUIVALENTS,
END OF PERIOD $ 1,025 -
</TABLE>
The accompanying notes are an integral part of the financial statements
PACIFIC CMA, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
June 30, 2000
1. Summary of Significant Accounting Policies
Development Stage Company
Pacific CMA, Inc. (a development stage company) (the "Company")
was initially incorporated under the laws of the State of Colorado on
December 29, 1994. After engaging in minimal activity related to its
business plan, the Company's activities ceased in early 1995, and the
Company became inactive until its reinstatement by the Colorado
Secretary of State on September 25, 1998. The principal office of the
corporation is 7331 South Meadow Court, Boulder, Colorado 80301.
The Company is a new enterprise in the development stage as defined
by Statement No. 7 of the Financial Accounting Standards Board and
has not engaged in any business other than organizational efforts. It
has no full-time employees and owns no real property. The Company
intends to operate as a capital market access corporation by registering
with the U.S. Securities and Exchange Commission under the
Securities Exchange Act of 1934. After this, the Company intends to
seek to acquire one or more existing businesses which have existing
management, through merger or acquisition. Management of the
Company will have virtually unlimited discretion in determining the
business activities in which the Company might engage.
Accounting Method
The Company records income and expenses on the accrual method.
Fiscal Year
The fiscal year of the corporation is December 31.
Loss per Share
Loss per share was computed using the weighted average number of
shares of common stock outstanding during the period.
Organization Costs
Costs to incorporate the Company were originally capitalized to be
amortized over a sixty-month period. With the adoption of SOP 98-5,
the unamortized portion of these costs was written off to expense
during the year ended December 31, 1999.
Financial Instruments
Unless otherwise indicated, the fair value of all reported assets and
liabilities which represent financial instruments (none of which are
held for trading purposes) approximate the carrying values of such
amounts.
Statement of Cash Flows
For purposes of the statement of cash flows, the Company considers
all highly liquid debt instruments purchased with an original maturity
of three months or less to be cash equivalents.
Use of Estimates
The preparation of the Company's financial statements in conformity
with generally accepted accounting principles requires the Company's
management to make estimates and assumptions that effect the
amounts reported in these financial statements and accompanying
notes. Actual results could differ from those estimates.
Consideration of Other Comprehensive Income Items
SFAF 130 Reporting Comprehensive Income, requires companies to
present comprehensive income (consisting primarily of net income
plus other direct equity changes and credits) and its components as
part of the basic financial statements. For the quarter ended June 30,
2000, the Company's financial statements do not contain any changes
in equity that are required to be reported separately in comprehensive
income.
Stock Basis
Shares of common stock issued for other than cash have been assigned
amounts equivalent to the fair value of the service or assets received
in exchange.
2. Stockholders' Equity
As of June 30, 2000, 12,000,000 shares of the Company's no par
value common stock had been issued for a combination of cash and
consulting services provided. The services were converted to shares
at $0.0002 per share and valued at a total of $2,145.
3. Related Party Transactions
As of the date hereof, there are two shareholders of the Company
acting as officers and directors and are the owners of approximately
5,000,000 shares of common stock, constituting approximately 42%
of the Company's issued and outstanding shares.
Rent is being provided to the Company at no charge. For purposes of
the financial statements, the Company is accruing $50 per month as
additional paid-in capital for this use.
4. Income Taxes
The Company has Federal net operating loss carryforwards of
approximately $12,043 expiring during the years 2009 and 2019. The
tax benefit of these net operating losses is approximately $2,288, and
has been offset by a full allowance for realization. This carryforward
may be limited upon the consummation of a business combination
under IRC Section 381.
5. Subsequent Event
On or about July 25, 2000, certain principal shareholders of
the Company entered into a Stock Purchase Agreement with four
individuals pursuant to which the purchasers agreed to purchase
10,000,000 shares of the Company's common stock, representing
approximately 83.33% of the issued and outstanding common stock,
from the sellers. The transaction is scheduled to close on or before
August 15, 2000.
On or about July 25, 2000, the Company executed a Stock
Exchange Agreement with Buller Services Corporation, a British
Virgin Islands International Business Company, as the sole
shareholder of AGI Logistics (H.K.), Ltd., a Hong Kong corporation
(AGI). Under the terms of the Stock Exchange Agreement, the
Company is to acquire all of the issued and outstanding stock of AGI
in exchange for issuance of 8,000,000 shares of its common stock. It
is the intention of the Company to complete closing under the Stock
Exchange Agreement as soon as possible after closing under the Stock
Purchase Agreement, but in any event, no later than September 30,
2000.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATION
Liquidity and Capital Resources
As of June 30, 2000, the Company remains in the development
stage. Since inception, it has experienced no significant change in
liquidity or capital resources or stockholder's equity other than the
receipt of proceeds in the amount of $255 from its inside
capitalization funds and receipt of additional paid in capital totaling
$10,668, which included both additional cash contributions totaling
$9,500 (of which $450 was contributed during the current quarter) as
well as the direct payment of a total of $718 in Company expenses by
existing shareholders. Consequently, for the quarter ended June 30,
2000, the Company's balance sheet reflects current and total assets of
$1,025 in the form of cash, and current liabilities of $0.
The Company does not have sufficient assets or capital
resources to pay its on-going expenses while it is seeking out business
opportunities, and it has no current plans to raise additional capital
through sale of securities, or otherwise. As a result, although the
Company has no agreement in place with its shareholders or other
persons to pay expenses on its behalf, it is currently anticipated that
the Company will rely on loans or additional capital contributions
from shareholders to pay expenses at least until it is able to
consummate a business transaction.
Results of Operations
During the period from December 30, 1994 (inception)
through June 30, 2000, the Company has engaged in no significant
operations other than organizational activities, acquisition of capital
and preparation and filing of its registration statement on Form 10-SB
under the Securities Exchange Act of 1934, as amended, compliance
with its periodical reporting requirements and initial efforts to locate a
suitable merger or acquisition candidate. No revenues were received
by the Company during this period.
The Company experienced a net loss of $5,056 for the second
quarter, compared with a loss of $20 for the same quarter of the
previous fiscal year. The loss during the quarter is primarily the result
of legal, consulting, and accounting costs related to compliance with
reporting requirements of the securities laws, as well as payment of
transfer agent fees. The Company does not expect to generate any
revenue until it completes a business combination, but will continue to
incur legal and accounting fees and other costs associated with
compliance with its reporting obligations. As a result, the Company
expects that it will continue to incur losses each quarter at least until
it has completed a business combination. Depending upon the
performance of any acquired business, the Company may continue to
operate at a loss even following completion of a business combination.
Plan of Operations
The Company was formed as a "blind pool" or "blank check"
company, whose business plan was to seek to acquire a business
opportunity through completion of a merger, exchange of stock, or
other similar type of transaction. The Company has now identified a
business opportunity it wishes to acquire, and its immediate plan of
operations is to complete the proposed acquisition during the quarter
ending September 30, 2000.
On or about July 25, 2000, certain shareholders of the
Company, including two officers and directors, its other principal
shareholders, and certain other large shareholders, entered into a
Stock Purchase Agreement (the "Purchase Agreement") with a group
of purchasers consisting of four individuals, pursuant to which the
purchasers agreed to purchase 10,000,000 shares of the Company's
common stock from the Sellers, representing approximately 83.33%
of the Company's issued and outstanding common stock. This
transaction will result in a change in control of the Company, in
conjunction with which the current officers and directors will resign
and appoint successors to be designated by the purchasers.
As soon as reasonably possible following closing under the
Stock Purchase Agreement, the Company plans to close under a Share
Exchange Agreement executed on July 25, 2000, with Buller Services
Corporation, a British Virgin Islands International Business Company
("Buller"), as the sole stockholder of AGI Logistics (H.K.) Ltd., a
corporation organized under the laws of Hong Kong ("AGI"). Under
the terms of the Exchange Agreement, the Company will acquire all
of the issued and outstanding common stock of AGI from Buller in
exchange for the issuance of 8,000,000 shares of its common stock.
AGI is engaged in the business of providing international air
freight and sea freight, river freight forwarding services, local and
inland trucking and warehousing for the import, export, and re-export
markets in or through Hong Kong, and transhipment services to
mainland China. After closing under the Share Exchange Agreement,
it is anticipated that AGI will continue to conduct its existing business
operations as a wholly-owned subsidiary of the Company.
Current Company management believes that the transactions
contemplated by the Stock Purchase Agreement and the Share
Exchange Agreement are consistent with the Company's business plan
and are in the best interests of the Company. However, current
management has no basis upon which to provide discussion or
analysis concerning the Company's expected cash needs, research and
development plans, expected purchase or sale of plant and equipment,
expected changes in the number of employees, or other aspects of its
anticipated plan of operations following closings under the Stock
Purchase Agreement and the Share Exchange Agreement described
above.
In the event the Company is unable to complete closing under
the Stock Purchase Agreement and the Share Exchange Agreement, its
plan of operations will be to continue to seek to acquire another
business opportunity through completion of a merger, exchange of
stock, or other similar type of transaction.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) The Exhibits listed below are filed as part of this Annual
Report.
Exhibit No. Document
[C]
27 Financial Data Statement
(b) No reports on Form 8-K were filed by the Company for
the quarter ended June 30, 2000.
Signatures
In accordance with Section 12 of the Securities Exchange Act
of 1934, the registrant caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
PACIFIC CMA, INC.
By: /s/ ________________________________
Grant W. Peck, President and Director
Date: August 7, 2000
