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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE PERIOD ENDED SEPTEMBER 30, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number: 000-25675
COMBINED PROFESSIONAL SERVICES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Nevada 88-0346441
(State of Organization) (I.R.S. Employer
Identification No.)
1004 Coral Isle, Las Vegas, NV 89018
(Address of Principal Executive Offices)
Registrant's Telephone Number, Including Area Code: (702) 217-1921
Check whether the issuer: (1) has filed all reports required to be filed
by Section 13 or 15(d) of the 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 [ ]
State the aggregate market value of the voting stock held by non-affiliates
of the registrant. The aggregate market value shall be computed by reference
to the price at which the stock was sold, or the average bid and asked
prices of such stock, as of a specified date within 60 days prior to the
date of filings. (See definition of affiliate in Rule 405)
The aggregate market value of the voting stock held by non-affiliates
of the registrant is $__________.
Note: If a determination as to whether a particular person or entity is an
affiliate cannot be made without involving unreasonable effort and expense,
the aggregate market value
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of the common stock held by non-affiliates may be calculated on the basis of
assumptions reasonable under the circumstances, provided that the
assumptions are set forth in this form.
2,200,000 Common Shares, $0.001 Par Value, Issued and Outstanding
Transitional Small Business Disclosure Format: Yes [ ] No [X]
PART I
Item 1. Financial Statements
Independent Auditor's Report dated November 1, 2000
Financial Statements
Balance Sheet
Statement of Operations
Statement of Stockholders' Equity
Statement of Cash Flows
Notes to Financial Statements
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KURT D. SALIGER, CPA
Certified Public Accountant
INDEPENDENT AUDITOR'S REPORT
Board of Directors
Combined Professional Services, Inc.
Las Vegas, Nevada
I have audited the accompanying balance sheet of Combined
Professional Services, Inc., (a development stage company), as of
September 30, 2000; and the related statement of operations, stockholders'
equity and cash flows for the period ended September 30, 2000. These
financial statements are the responsibility of the Company's management.
My responsibility is to express an opinion on these financial statements
based on my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. I believe that my audit
provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Combined
Professional Services, Inc., at September 30, 2000; and the results of
operations and their cash flows for the three months ended September 30,
2000 in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in Note 3 to the
financial statements, the Company has had no operations and has no
established source of revenue. This raises substantial doubt about its
ability to continue as a going concern. Management's plan in regard to these
matters are also described in Note 3. The financial statements do not
include adjustments that might result from the outcome of this uncertainty.
/s/
Kurt D. Saliger C.P.A.
Las Vegas, Nevada
November 1, 2000
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Combined Professional Services, Inc.
(A Development Stage Company)
BALANCE SHEET
September 30, 2000
ASSETS
<TABLE>
<CAPTION>
<S> <C>
CURRENT ASSETS
Cash $ 282.00
Accounts Receivable $ 0
--------
TOTAL CURRENT ASSETS $ 282.00
--------
TOTAL ASSETS $ 282.00
========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable
$ 11,366
--------
TOTAL CURRENT LIABILITIES $ 11,366
STOCKHOLDERS' EQUITY
Common Stock, $.001 par value authorized 50,000,000 shares;
issued and outstanding at September 30, 2000 2,200,000 shares $ 220
Additional Paid in Capital $ 10,735
Deficit Accumulated During
Development Stage ($22,039)
--------
TOTAL STOCKHOLDERS' EQUITY ($11,084)
--------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 282.00
========
</TABLE>
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COMBINED PROFESSIONAL SERVICES, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
January 1, 2000 to September 30, 2000
October 11, 1995
(Inception)
to September 30, 2000
<TABLE>
<CAPTION>
<S> <C> <C>
INCOME
Revenue $ 0 $ 10,609
----------- -----------
TOTAL INCOME $ 0 $ 10,609
EXPENSES
General and
Administrative $ 6,811 $ 32,648
----------- -----------
TOTAL EXPENSES $ 6,811 $ 32,648
----------- -----------
NET PROFIT (LOSS) $ (6,811) $ (22,039)
=========== ===========
NET PROFIT (LOSS)
PER SHARE $ (0.0031) $ (0.0100)
=========== ===========
AVERAGE NUMBER OF
SHARES OF COMMON
STOCK OUTSTANDING 2,200,000 2,200,000
=========== ===========
</TABLE>
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COMBINED PROFESSIONAL SERVICES, INC.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
September 30, 2000
Common Stock
<TABLE>
<CAPTION>
(Deficit)
Accumulated
Number Additional During
Of Paid In Development
Shares Amount Capital Stage
--------- ------ ---------- -----------
<S> <C> <C> <C> <C>
October 1995
issued for cash (Note 2) 49,500 $ 49 $ 1,050
Net Income, 10-11-95
(inception) to 12-31-95 $ 0
--------- ---- ------- --------
Balance, Dec. 31, 1995 49,000 $ 49 $ 1,051 $ 0
Net (Loss), 12-31-96 $ (1,100)
--------- ---- ------- --------
Balance, Dec. 31, 1996 49,000 $ 49 $ 1,051 $ (1,100)
Net Income, 12-31-97 $ 0
--------- ---- ------- --------
Balance Dec. 31, 1997 49,000 $ 49 $ 1,051 $ (1,100)
July 13, 1998
Treasury Stock (29,000) $(29) $ (116)
July 20, 1998
Forward Stock Split 100:1 2,000,000
August 11, 1998
Issued for Cash 200,000 $200 $ 9,800
Net (Loss), 12-31-98 $ (9,819)
Net (Loss), 12-31-99 $ (4,309)
Net (Loss), 09-30-00 $ (6,811)
--------- ---- ------- --------
Balance
September 30, 2000 2,200,000 $220 $10,735 $(22,039)
========= ==== ======= ========
</TABLE>
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COMBINED PROFESSIONAL SERVICES, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
Jan. 1, 2000 Oct. 11, 1995
to (inception)
Sept. 30, 2000 Sept. 30, 2000
CASH FLOWS FROM
FROM OPERATING ACTIVITIES
Net (Loss) $ (6,811) $(22,039)
Accounts Receivable $ 0 $ 0
Accounts Payable $ 6,551 $ 11,366
CASH FLOWS FROM
FROM OPERATING ACTIVITIES
Issue Common Stock $ 0 $ 11,100
Treasury Stock $ 0 $ (145)
-------- --------
Net increase
(decrease) in cash $ (260) $ 282
Cash, Beginning of Period $ 542 $ 0
-------- --------
Cash, End of Period $ 282 $ 282
======== ========
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COMBINED PROFESSIONAL SERVICES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
October 11, 1995 (inception) to September 30, 2000
NOTE 1 - ORGANIZATION AND ACCOUNTING POLICIES
The Company was incorporated on October 11, 1995, under the laws of
the State of Nevada. The Company was organized to engage in any lawful
activity. The Company currently has no operations and, in accordance with
SFAS #7, is considered a development stage company.
The Company has not determined its accounting policies and
procedures, except as follows:
1. The Company uses the accrual method of accounting.
2. Earnings per share is computed using the weighted
average number of shares of common stock outstanding.
3. The Company has not yet adopted any policy regarding
payment of dividends. No dividends have been paid since inception.
NOTE 2 - ISSUANCE OF COMMON STOCK
The Company issued 49,000 shares of common stock for cash of
$1,100 in October 1995. The Company also issued 200,000 shares of common
stock for cash of $10,000 in August 1998.
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using the
generally accepted accounting principles applicable to a going concern,
which contemplates the realization of assets and liquidation of liabilities
in the normal course of business. However, the Company has no current source
of revenue. Without realization of additional capital, it would be unlikely
for the Company to continue as a going concern.
NOTE 4 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any
additional shares of common stock.
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ITEM 2. MANAGEMENTS' DISCUSSION AND ANALYSIS
This statement includes projections of future results and "forward looking
statements" as that term is defined in Section 27A of the Securities Act
of 1933 as amended (the "Securities Act"), and Section 21E of the
Securities Exchange Act of 1934 as amended (the "Exchange Act"). All
statements that are included in this Quarterly Report, other than
statements of historical fact, are forward looking statements. Although
management believes that the expectations reflected in these forward
looking statements are reasonable, it can give no assurance that such
expectations will prove to have been correct. Important factors that could
cause actual results to differ materially from the expectations are
disclosed in the Registration Statement.
The Company was originally developed to provide secretarial services to
other companies. The Company was unable to secure financing to complete
this endeavor, and its original business plan was abandoned. The primary
activity of the Company currently involves seeking a company or companies
that it can acquire or with whom it can merge. The Company has not
selected any company as an acquisition target or merger partner and does
not intend to limit potential candidates to any particular field or
industry, but does retain the right to limit candidates, if it so chooses,
to a particular field or industry. The Company's plans are in the
conceptual stage only.
The Board of Directors has elected to begin implementing the Company's
principal business purpose, described in Item 2 of the Amended
Registration Statement. As such, the Company can be defined as a "shell"
company, whose sole purpose at this time is to locate and consummate a
merger or acquisition with a private entity.
The proposed business activities described herein classify the Company as
a "blank check" company. Many states have enacted statutes, rules and
regulations limiting the sale of securities of "blank check" companies in
their respective jurisdictions. Management does not intend to undertake
any efforts to cause a market to develop in the Company's securities until
such time as the Company has successfully implemented its business plan.
The Company's business is subject to numerous risk factors, including the
following:
NO OPERATING HISTORY OR REVENUE AND MINIMAL ASSETS. The Company has had no
operating history and has received no revenues or earnings from
operations. The Company has no significant assets or financial resources.
The Company will, in all likelihood, sustain operating expenses without
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corresponding revenues, at least until it completes a business
combination. This may result in the Company incurring a net operating loss
which will increase continuously until the Company completes a business
combination with a profitable business opportunity. There is no assurance
that the Company will identify a business opportunity or complete a
business combination.
SPECULATIVE NATURE OF COMPANY'S PROPOSED OPERATIONS. The success of the
Company's proposed plan of operation will depend to a great extent on the
operations, financial condition, and management of the identified business
opportunity. While management intends to seek business combinations with
entities having established operating histories, it cannot assure that the
Company will successfully locate candidates meeting such criteria. In the
event the Company completes a business combination, the success of the
Company's operations may be dependent upon management of the successor
firm or venture partner firm together with numerous other factors beyond
the Company's control.
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Inapplicable/None
ITEM 2. CHANGES IN SECURITIES
Inapplicable/None
ITEM 3. DEFAULTS UPON SENIOR NOTES
Inapplicable/None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS
Inapplicable/None
ITEM 5. OTHER INFORMATION
Inapplicable/None
ITEM 6. EXHIBITS AND REPORTS OF FORM 8-K
Inapplicable/None
A. EXHIBITS
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<TABLE>
<CAPTION>
Exhibit Number Status Title
--------------- -------- --------
<S> <C> <C>
3(i) (*) Articles of Incorporation
3(ii) (*) By-laws
10 (*) Material Contracts
23 [prior] (*) Consents of Experts and
Counsel
23 [current] (**) Consents of Experts and Counsel
24 (**) Power of Attorney
27 (**) Financial Data Schedule
</TABLE>
---------------
(*) Previously provided as an exhibit to the Company's Registration
Statement
(**) Provided herewith
---------------
B. REPORTS on FORM 8-K
Inapplicable/None
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
COMBINED PROFESSIONAL SERVICES, INC.
By: /s/ CATHY SOUERS
---------------------------------
Cathy Souers
Its President
May 18, 2000
