U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-QSB
Quarterly Report Under
the Securities Exchange Act of 1934
For Quarter Ended: September 30, 1999
Commission File Number: 0-25329
N.T. PROPERTIES, INC.
(Exact name of small business issuer as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
33-0838073
(IRS Employer Identification No.)
6 Venture, Suite 207
Irvine, California
(Address of principal executive offices)
92618
(Zip Code)
(949) 453-9262
(Issuer's Telephone Number)
(Former name, former address and former fiscal year,
if changed last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 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 . --- ---
The number of shares of the registrant's only class of common stock issued and
outstanding, as of September 30, 1999, was 500,000 shares.
<PAGE>
PART I
ITEM 1. FINANCIAL STATEMENTS.
The unaudited financial statements for the nine month period ended
September 30, 1999, are attached hereto.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the
Financial Statements and notes thereto included herein.
The Company generated no revenues during the nine month period ending
September 30, 1999. Management anticipates that the Company will not generate
any significant revenues until the Company accomplishes its business objective
of merging with a nonaffiliated entity or acquiring assets from the same.
Forward Looking Statements
The following discussion should be read in conjunction with the
Company's unaudited financial statements and notes thereto included herein. In
connection with, and because it desires to take advantage of, the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995, the Company
cautions readers regarding certain forward looking statements in the following
discussion and elsewhere in this report and in any other statement made by, or
on the behalf of the Company, whether or not in future filings with the
Securities and Exchange Commission. Forward looking statements are statements
not based on historical information and which relate to future operations,
strategies, financial results or other developments. Forward looking statements
are necessarily based upon estimates and assumptions that are inherently subject
to significant business, economic and competitive uncertainties and
contingencies, many of which are beyond the Company's control and many of which,
with respect to future business decisions, are subject to change. These
uncertainties and contingencies can affect actual results and could cause actual
results to differ materially from those expressed in any forward looking
statements made by, or on behalf of, the Company. The Company disclaims any
obligation to update forward looking statements.
Plan of Operation
The Company intends to seek to acquire assets or shares of an entity
actively engaged in business, in exchange for its securities. As of the date of
this report, management of the Company has had preliminary discussions with
potential merger or acquisition candidates, but there is no definitive agreement
between the Company and any third party relevant thereto. In the
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event the Company does enter into an agreement with such a third party, the
Board of Directors does intend to obtain certain assurances of value of the
target entity assets prior to consummating such a transaction, with further
assurances that an audited financial statement would be provided within sixty
days after closing of such a transaction. Closing documents relative thereto
will include representations that the value of the assets conveyed to or
otherwise so transferred will not materially differ from the representations
included in such closing documents, or the transaction will be voidable.
The Company has no full time employees. The Company's President and
Secretary have agreed to allocate a portion of their time to the activities of
the Company, without compensation. These officers anticipate that the business
plan of the Company can be implemented by their devoting approximately 20 hours
per month to the business affairs of the Company and, consequently, conflicts of
interest may arise with respect to the limited time commitment by such officers.
Liquidity and Capital Resources
The Company presently has nominal cash or cash equivalents. Because the
Company is not required to pay rent or salaries to any of its officers or
directors, management believes that the Company has sufficient funds to continue
operations through the foreseeable future.
The Company's securities are currently not liquid. There are no market
makers in the Company's securities and it is not anticipated that any market
will develop in the Company's securities until such time as the Company
successfully implements its business plan of engaging in a business opportunity,
either by merger or acquisition of assets. The Company presently has no liquid
financial resources to offer such a candidate and must rely upon an exchange of
its stock to complete such a merger or acquisition.
Year 2000 Disclosure
Many existing computer programs use only two digits to identify a year
in the year field. These programs were designed and developed without
considering the impact of the upcoming change in the century. If not corrected,
many computer applications could fail or create erroneous results by or at the
Year 2000. As a result, many companies will be required to undertake major
projects to address the Year 2000 issue. Because the Company has nominal assets,
including no personal property such as computers, it is not anticipated that the
Company will incur any negative impact as a result of this potential problem.
However, it is possible that this issue may have an impact on the Company after
the Company successfully consummates a merger or
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acquisition. Management intends to address this potential problem with any
prospective merger or acquisition candidate. There can be no assurances that new
management of the Company will be able to avoid a problem in this regard after a
merger or acquisition is so consummated.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS - NONE
ITEM 2. CHANGES IN SECURITIES - NONE
ITEM 3. DEFAULTS UPON SENIOR SECURITIES - NONE
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS -
NONE
ITEM 5. OTHER INFORMATION - NONE
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K -
(a) Exhibits
EX-27 Financial Data Schedule
(b) Reports on Form 8-K - NONE
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<TABLE>
N.T. PROPERTIES, INC.
(A Development Stage Company)
(A Nevada corporation)
BALANCE SHEET
<CAPTION>
Unaudited Audited
September 30, December 31,
1999 1998
------------- --------------
<S> <C> <C>
ASSETS:
Current Assets $ 0 $ 0
Organization Costs 500 500
------------- --------------
Total Assets $ 500 $ 500
============= ==============
LIABILITIES
Current Liabilities
Accounts Payable $ 1,600 $ 1,600
------------- --------------
Total Current Liabilities 1,600 1,600
------------- --------------
Total Liabilities $ 1,600 $ 1,600
STOCKHOLDERS' EQUITY
Common Stock - Par Value $.001
per share; 15,000,000 Shares
Authorized 500,000 Shares Issued and
Outstanding 500 500
Additional Paid-In Capital 0 0
Retained Deficit, accumulated
in the development stage (1,600) (1,600)
------------- --------------
Total Stockholders' Equity (1,100) (1,100)
Total Liabilities and
Stockholders' Equity $ 500 $ 500
============= ==============
</TABLE>
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<PAGE>
<TABLE>
N.T. PROPERTIES, INC.
(A Development Stage Company)
(A Nevada corporation)
STATEMENT OF REVENUES AND EXPENSES
<CAPTION>
For the For the
Three Three
Months Months
Ended Ended
9/30/99 9/30/98
-------- --------
<S> <C> <C>
REVENUE:
Revenue $ 0 $ 0
EXPENSES:
Taxes and Licenses 0 0
-------- --------
Total Expenses 0 0
Net Income/(Loss) $ 0 $ 0
======== ========
Net loss per share $ 0.00 $ 0.00
======== ========
</TABLE>
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<PAGE>
<TABLE>
N.T. PROPERTIES, INC.
(A Development Stage Company)
(A Nevada corporation)
STATEMENT OF REVENUES AND EXPENSES
<CAPTION>
For the For the Period
Nine Nine 9/21/82
Months Months (Inception)
Ended Ended to
9/30/99 9/30/98 9/30/99
-------- -------- --------
<S> <C> <C> <C>
REVENUE:
Revenue $ 0 $ 0 $ 0
EXPENSES:
Taxes and Licenses 100 100 1,600
-------- -------- --------
Total Expenses 100 100 1,600
Net Income/(Loss) $ (100) $ (100) $ (1,600)
======== ======== ========
Net loss per share $ 0.20 $ 0.20 $ 3.20
======== ======== ========
</TABLE>
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<TABLE>
N.T. PROPERTIES, INC.
(a Development Stage Company)
(A Nevada corporation)
STATEMENT OF CASH FLOWS
<CAPTION>
Period
For the For the 9/21/82
Nine Months Nine Months (Inception)
Ended Ended to
9/30/99 9/30/98 9/30/99
-------- -------- -------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Cash Received from Operating Activities $ 0 $ 0 $ 0
Cash Paid for Operating Activities 0 0 0
-------- -------- -------
Net Cash Used By Operating Activities 0 0 0
CASH FLOWS FROM INVESTING ACTIVITIES
Net Cash Used in Investing Activities 0 0 (500)
CASH FLOWS FROM FINANCING ACTIVITIES
Net Cash From Financing Activities 0 0 500
-------- -------- -------
Net Decrease in Cash and Cash Equivalents 0 0 0
Cash and Cash Equivalents at
Beginning of Period 0 0 0
-------- -------- -------
Cash and Cash Equivalents at
End of Period $ 0 $ 0 $ 0
======== ======== =======
Reconciliation of Net Profit to Net Cash
Provided by Operating Activities:
Net Income/(Loss) $ (100) $ (100) $(1,600)
-------- -------- -------
Adjustments to Reconcile Net Income
to Net Provided by Operating Activities:
Amortization and Depreciation Expense
Increase in Accounts Payable 100 100 (1,600)
-------- -------- -------
Total Adjustments 100 100 1,600
-------- -------- -------
NET CASH PROVIDED BY
OPERATING ACTIVITIES $ 0 $ 0 $ 0
======== ======== =======
</TABLE>
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N.T. PROPERTIES, INC.
(A Development Stage Company)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
NOTE 1.
The Company initially authorized 2,500,000 shares of $1.00 par value common
stock. On September 21, 1982, the Company issued 500 shares of common stock at
$1.00 per share for $500 cash. Thereafter, on January 9, 1999, the Company
increased its authorized capitalization to 15,000,000 shares of $.001 par value
common stock and declared a 1,000 for 1 forward split of the issued and
outstanding common stock.
In the opinion of management, all adjustments, consisting only of normal
recurring adjustments necessary for a fair statement of (a) the results of
operations for the three month and nine month periods ended September 30, 1999
and 1998, and for the periods from inception at September 21, 1982 to September
30, 1999, (b) financial position at September 30, 1999 and December 31, 1998,
and (c) the cash flows for the nine months ended September 30, 1999 and 1998 and
for the period from inception, September 21, 1982, to September 30, 1999, have
been made.
NOTE 2.
The results for the nine month period ended September 30, 1999, are not
necessarily indicative of the results for the entire fiscal year ended December
31, 1999.
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SIGNATURES
Pursuant to the requirements of Section 12 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.
N.T. PROPERTIES, INC.
(Registrant)
Dated: November 9, 1999
By: s/Cleora Louey
----------------------------------
Cleora Louey, President
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N.T. PROPERTIES, INC.
Exhibit Index to Quarterly Report on Form 10-QSB
For the Quarter Ended September 30, 1999
EXHIBITS Page No.
EX-27 Financial Data Schedule. . . . . . . . . . . . . . . . . . . . . . 12
11
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED FINANCIAL STATEMENTS FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30,
1999, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> SEP-30-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 500
<CURRENT-LIABILITIES> 1,600
<BONDS> 0
0
0
<COMMON> 500
<OTHER-SE> (1,600)
<TOTAL-LIABILITY-AND-EQUITY> 500
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 100
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (100)
<INCOME-TAX> 0
<INCOME-CONTINUING> (100)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (100)
<EPS-BASIC> (.20)
<EPS-DILUTED> (.20)
</TABLE>
