<PAGE> 1
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 QUARTERLY PERIOD ENDED June 30, 1999
[ ] 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)
Registrants Telephone Number, Including Area Code: (702) 217-1921
Check whether the issuer: (1) 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 [ ] No [X]
Transitional Small Business Disclosure Format: Yes [ ] No [X]
2,200,000 Common Shares, $0.001 Par Value, Issued and Outstanding
<PAGE> 2
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
Independent Auditor's Report dated July 12, 1999
Financial Statements
Balance Sheet
Statement of Operations
Statement of Stockholders' Equity
Statement of Cash Flows
Notes to Financial Statements
<PAGE> 3
Member American Institute Member Nevada Society
Certified Public Accountants of Certified Public Accountants
KURT D. SALIGER, C.P.A.
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 June 30, 1999; and the
related statement of operations, stockholders' equity and cash flows for the
period ended June 30, 1999. 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 June 30, 1999; and the results of operations and
their cash flows for the period ended June 30, 1999 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 any adjustments
that might result from the outcome of this uncertainty.
/s/ KURT D. SALIGER
- -----------------------------------
Kurt D. Saliger C.P.A.
July 12, 1999
5000 W. Qakey ~ Suite A-4 ~ Las Vegas, Nevada 89146
Phone: (702) 367-1988 Fax: (702) 870-8388
<PAGE> 4
COMBINED PROFESSIONAL SERVICES, INC.
(A Development Stage Company)
BALANCE SHEET
JUNE 30, 1999
ASSETS
<TABLE>
<CAPTION>
<S> <C>
CURRENT ASSETS
Cash $ 38
Accounts Receivable $ 3,000
--------
TOTAL CURRENT ASSETS $ 3,038
--------
TOTAL ASSETS $ 3,038
========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $ 5,400
--------
TOTAL CURRENT LIABILITIES $ 5,400
STOCKHOLDERS' EQUITY
Common Stock, $.001 par value authorized
50,000,000 shares; issued and outstanding at
June 30, 1999 2,200,000 shares $ 220
Additional Paid In Capital $ 10,735
Deficit Accumulated During
Development Stage ($13,317)
--------
TOTAL STOCKHOLDERS' EQUITY ($ 2,362)
--------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 3,038
========
</TABLE>
See accompanying notes to financial statements.
<PAGE> 5
COMBINED PROFESSIONAL SERVICES, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
January 1, 1999 to June 30, 1999
<TABLE>
<CAPTION>
October 11, 1995
(Inception)
to June 30,
1999
------------
<S> <C> <C>
INCOME
Revenue $ 0 $ 10,609
----------- -----------
TOTAL INCOME $ 0 $ 10,609
EXPENSES
General and Administrative $ 2,398 $ 23,926
----------- -----------
TOTAL EXPENSES $ 2,398 $ 23,926
----------- -----------
NET PROFIT (LOSS) $ (2,398) $ (13,317)
=========== ===========
NET PROFIT (LOSS) PER SHARE $ (0.0011) $ (0.0061)
=========== ===========
AVERAGE NUMBER OF SHARES OF COMMON
STOCK OUTSTANDING 2,200,000 2,200,000
=========== ===========
</TABLE>
See accompanying notes to financial statements.
<PAGE> 6
COMBINED PROFESSIONAL SERVICES, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
June 30, 1999
<TABLE>
<CAPTION>
Common Stock (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) 49,000 $ 49 $1,051
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), 06-30-99 $ (2,398)
--------- ---- ------- --------
Balance June 30, 1999 2,200,000 $220 $10,735 $(13,317)
========= ==== ======= ========
</TABLE>
See accompanying notes to financial statements.
<PAGE> 7
COMBINED PROFESSIONAL SERVICES, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
Jan. 1, Oct. 11, 1995
1999 (inception)
to June 30, to June 30,
1999 1999
----------- -------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net (Loss) $(2,398) $(13,317)
Accounts Receivable $ (3,000)
Accounts Payable $ 2,350 $ 5,400
CASH FLOWS FROM OPERATING ACTIVITIES
Issue common stock $ 0 $ 11,100
Treasury stock $ 0 $ (145)
------- --------
Net increase
(decrease) in cash $ (48) $ 38
Cash, Beginning of Period $ 86 $ 0
------- --------
Cash, End of Period $ 38 $ 38
======= ========
</TABLE>
See accompanying notes to financial statements.
<PAGE> 8
COMBINED PROFESSIONAL SERVICES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
October 11, 1995 (inception) to June 30, 1999
NOTE 1 - ORGANIZATION AND ACCOUNTING POLICIES
The Company was incorporated 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.
ITEM 2. MANAGEMENTS' DISCUSSION AND ANALYSIS
NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS
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 Registration Statement, 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 this Statement, including, without limitation, in
conjunction with those forward looking statements contained in this Statement.
<PAGE> 9
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 Second 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 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.
<PAGE> 10
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Inapplicable/None.
ITEM 2. CHANGES IN SECURITIES
Inapplicable/None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Inapplicable/None.
ITEM 4. SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS
Inapplicable/None.
ITEM 5. OTHER INFORMATION
Inapplicable/None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A. EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Status Title
-------------- ------ -----
<S> <C> <C>
3(I) (*) Articles of Incorporation
3(ii) (*) By-laws
10 (*) Material Contracts
23 (*) Consents of Experts and Counsel [Prior]
23 (**) Consents of Experts and Counsel [Current]
24 (**) Power of Attorney
27 (**) Financial Data Schedule
</TABLE>
- ----------
(*) Previously provided as an exhibit to the Company's Form 10SB.
(**) Provided herewith.
B. REPORTS ON FORM 8-K
None.
<PAGE> 11
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
February 22, 2000
<PAGE> 1
Exhibit 23
DESCRIPTION: CONSENTS OF EXPERTS AND COUNSEL
Kurt D. Saliger
Certified Public Accountant
5000 West Oakey
Suite A-4
Las Vegas, Nevada 89146
February 22, 2000
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: COMBINED PROFESSIONAL SERVICES, INC., FORM 10Q-SB
Dear Sir or Madam:
As a Certified Public Accountant, I hereby consent to the inclusion of
my report dated July 12, 1999, in the Form 10Q-SB filed by Combined Professional
Services, Inc., including all references to my reports to the extend they are
concurrent therewith and contained in the Form 10Q-SB.
By: /s/ KURT D. SALIGER
----------------------------------
Kurt D. Saliger, C.P.A.
<PAGE> 1
Exhibit 24
Special Power of Attorney
The undersigned hereby constitutes and appoints Cathy Souers her true
and lawful attorney-in-fact and agent will full power of substitution, for her
and in her name, place and stead, in any and all capacities, to sign any and all
amendments, including post-effective amendments, to this Form 10Q-SB, and to
file the same with all exhibits thereto and all documents in connection
therewith, with the Securities and Exchange Commission, granting such
attorney-in-fact the full power and authority to and perform each and every act
and think requisite and necessary to be done in and about the premises, as fully
and to all intents and purposes as she might or could do in person, hereby
ratifying and confirming all that such attorney-in-fact may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Form
10Q-SB has been signed by the following persons in the capacities and on the
date indicated:
By: /s/ Cathy Souers
--------------------------------
President
February 22, 2000
By: /s/ Diana Hewitt
--------------------------------
Secretary and Treasurer
February 22, 2000
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 38
<SECURITIES> 0
<RECEIVABLES> 3,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3,038
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 3,038
<CURRENT-LIABILITIES> 5,400
<BONDS> 0
0
0
<COMMON> 220
<OTHER-SE> 10,735
<TOTAL-LIABILITY-AND-EQUITY> 3,038
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,398
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,398)
<EPS-BASIC> (0.001)
<EPS-DILUTED> (0.001)
</TABLE>
