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 September 30, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
-------------- ------------------
Commission File No. 0-25171
FIN SPORTS U.S.A., INC.
(Name of Small Business Issuer in its Charter)
NEVADA 84-1385529
(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
5525 SOUTH 900 EAST #110
Salt Lake City, UT 84101
(Address of Principal Executive Offices)
Issuer's Telephone Number: (801) 262-8844
None; Not Applicable
(Former name or Former Address, if changed since last Report)
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
---- ---- ---- ----
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS)
None; 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:
September 30, 1999
Common Voting Stock
1,083,324
DOCUMENTS INCORPORATED BY REFERENCE
A description of any "Documents Incorporated by Reference" is contained in
Item 6 of this Report.
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.
<PAGE>
<TABLE>
<CAPTION>
FIN SPORTS U.S.A., INC.
BALANCE SHEETS
September 30, 1999 and December 31, 1998
9/30/99 12/31/98
----------- ----------
[Unaudited]
ASSETS
<S> <C> <C>
Assets
Current Assets $ 701 $ 795
----------- ----------
Cash 701 795
----------- ----------
Total Assets $ 701 $ 795
=========== ==========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Loans from stockholders $ 5,873 $ 3,214
Accounts Payable 0 0
Income Taxes Payable 0 0
----------- ----------
Total Current Liabilities 5,873 3,214
Total Liabilities 5,873 3,214
Stockholders' Deficit:
Common Stock, $.001 par value;
authorized 50,000,000 shares; issued and
outstanding, 1,083,324 shares 1,083 7,000
Additional paid-in capital 6,917 1,000
Accumulated Deficit (13,172) (10,419)
----------- ----------
Total Stockholders' Deficit (5,172) (2,419)
----------- ----------
Total Liabilities and Stockholders'$Deficit $ 701 $ 795
=========== ==========
</TABLE>
NOTE TO FINANCIAL STATEMENTS: Interim financial statements reflect all
adjustments which are, in the opinion of management, necessary to a fair
statement of the results for the periods. The December 31, 1998 balance sheet
has been derived from the audited financial statements. These interim financial
statements conform with the requirements for interim financial statements and
consequently do not include all the disclosures normally required by generally
accepted accounting principles.
<PAGE>
<TABLE>
<CAPTION>
FIN SPORTS U.S.A., INC.
[A Development Stage Company]
STATEMENTS OF OPERATIONS
For the Three and Nine Month Periods Ended September 30, 1999 and 1998
Three Months Three Months Nine Months Nine Months
Ended Ended Ended Ended
9/30/99 9/30/98 9/30/99 9/30/98
------------------ ------------------ ------------------- ----------------
[Unaudited] [Unaudited] [Unaudited] [Unaudited]
<S> <C> <C> <C> <C> <C> <C> <C> <C>
REVENUE
Income $ 0 $ 0 $ 0 $ 0
------------------ ------------------ ----------------- ----------------
NET REVENUE 0 0 0 0
OPERATING EXPENSES
Office Expenses 807 30 2,272 175
Professional Fees 0 919 481 919
------------------ ------------------ ----------------- ----------------
TOTAL OPERATING EXPENSES 807 949 2,753 1,094
------------------ ------------------ ------------------ ----------------
NET INCOME BEFORE TAXES $ (807) $ (949) $ (2,753) (1,094)
================== ================== ================== ================
INCOME/FRANCHISE TAXES 0 0 0 0
NET LOSS (807) (949) (2,573) (1,094)
NET LOSS PER SHARE $ (0.01) $ (0.01) $ (0.01) (0.01)
================== ================== ================== ================
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING 1,083,324 7,000,000 1,740,732 7,000,000
================== ================== ================== ================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
FIN SPORTS U.S.A., INC.
[A Development Stage Company]
STATEMENTS OF CASH FLOWS
For the Three and Nine Month Periods Ended September 30, 1999 and 1998
Three Months Three Months Six Months Six Months
Ended Ended Ended Ended
9/30/99 9/30/98 9/30/99 9/30/98
----------------- ---------------- ---------------- ---------------
[Unaudited] [Unaudited] [Unaudited] [Unaudited]
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Cash Flows Used For Operating Activities
- ----------------------------------------
Net Loss $ (807) $ (949) $ (2,735) (1,094)
Adjustments to reconcile net loss to net cash
used in operating activities:
Increase/(Decrease) in Accounts Payable 0 0 0 85
Increase/(Decrease) in loans from shareholder 773 919 2,659 919
----------------- ------------- -------------- --------------
Net Cash Used For Operating Activities $ (34) $ (30) $ (76) (90)
================= ============== ============== ==============
Cash Flows Provided by Financing Activities
- -------------------------------------------
Net Increase In Cash (34) (30) (94) (90)
Beginning Cash Balance 735 855 795 915
Ending Cash Balance $ 701 $ 825 $ 701 825
================= =============== ============== ===============
</TABLE>
<PAGE>
Item 2.Management's Discussion and Analysis or Plan of Operation.
Plan of Operation.
The Company has not engaged in any material operations in the period ending
September 30, 1999, or for the past five calendar years. The Company intends to
continue to seek out the acquisition of assets, property or business that may be
beneficial to the Company and its stockholders.
During the next 12 months, the Company's only foreseeable cash requirements
will relate to maintaining the Company in good standing or the payment of
expenses associated with reviewing or investigating any potentail business
venture. Management expects that the Company's cash on hand of $765 at June 30,
1999, will be sufficient to meet these requirements. If additional moneys are
needed, they may be advanced by management or principal stockholders as loans to
the Company. Because the Company has not identified any such venture as of the
date of this Report, it is impossible to predict the amount of any such loan.
However, any such loan will not exceed $25,000 and will be on terms no less
favorable to the Company than would be available from a commercial lender in an
arm's length transaction.
Results of Operations.
During the quarterly period ended September 30, 1999, the Company had no
business operations. During this period, the Company received total revenues of
$0 and had a loss of $807, stemming from general and administrative expenses.
Liquidity.
At September 30, 1999, the Company had total current assets of $701 and
total liabilities of $5,873.
Year 2000.
Because the Company is not presently engaged in any substantial business
operations, management does not believe that computer problems associated with
the change of year to the year 2000 will have any material effect on its
operations. However, the possibility exists that the Company may merge with or
acquire a business that will be negatively affected by the "year 2000" problem.
The effect of such problem or the Company in the future can not be predicted
with any accuracy until such time as the Company identifies a merger or
acquisition target. See Part II, Item 5.
<PAGE>
PART II - OTHER INFORMATION
Item 1.Legal Proceedings.
- ------------------------
None; not applicable.
Item 2.Changes in Securities.
- -----------------------------
See the Company's Annual Report on Form 10-KSB for the calendar year ending
December 31, 1998, Part I, Item 1.
Item 3.Defaults Upon Senior Securities.
- ---------------------------------------
None; not applicable.
Item 4.Submission of Matters to a Vote of Security Holders.
- -----------------------------------------------------------
No matter was submitted to a vote of security holders of the Company during
the period covered by this Report. For additional information see the Company's
Annual Report on Form 10-KSB for the calendar year ending December 31, 1998,
Part I, Item 1.
Item 5.Other Information.
- -------------------------
The Company is presently involved in negotiations to acquire Pacific
Title/Mirage, Inc., a Delaware corporation ("PTM"), in a triangular merger with
a yet to be formed wholly-owned subsidiary of Fin. There presently is no written
agreement with PTM, and there are numerous conditions to be satisfied before any
such agreement can be finalized; accordingly, there can be no assurance that
these negotiations will result in the execution of a definitive agreement.
Item 6.Exhibits and Reports on Form 8-K.
- ----------------------------------------
(a)Exhibits.*
None; not applicable.
(b)Reports on Form 8-K.
None; not applicable.
(c) Documents Incorporated by Reference
Annual Report on Form 10-KSB for the period ending 12-31-98**
*A summary of any Exhibit is modified in its entirety by reference to the
actual Exhibit.
**These documents have been previously filed with the Securities and
Exchange Commission and are incorporated herein by this 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.
FIN SPORTS U.S.A., INC.
Date: 11-11-99 /S/ KENT FAULKNER
Kent Faulkner, Director and Secretary
Date:11-9-99 /S/ TODD ALBISTON
Todd Albiston, Director and Vice President
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0001072914
<NAME> FIN SPORTS U.S.A., INC.
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JUL-01-1999
<PERIOD-END> SEP-30-1999
<EXCHANGE-RATE> 1
<CASH> 701
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 701
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 701
<CURRENT-LIABILITIES> 5,873
<BONDS> 0
0
0
<COMMON> 1,083
<OTHER-SE> (6,225)
<TOTAL-LIABILITY-AND-EQUITY> 701
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> (807)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (807)
<EPS-BASIC> (0.01)
<EPS-DILUTED> (0.01)
</TABLE>
