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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One) |
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[X] |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the quarterly period ended: March 31, 2000 |
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Or |
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[ ] |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period from ____________ to _____________ |
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Commission File Number: |
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Pacific Industrial Corporation |
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Nevada (State or other jurisdiction of incorporation or organization) |
88-0412331 |
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1800 E. Sahara, Suite 107, Las Vegas, Nevada (Address of principal executive offices) |
89104 (Zip Code) |
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(909) 880-6303 |
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N/A (Former name, former address and former fiscal year, if changed since last report) |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 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.
Yes [X] No [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 5,748,167
Pacific Industrial Corporation
(A Development Stage Company)
Table of Contents
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PART I - FINANCIAL INFORMATION |
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Item 1. Financial Statements |
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Independent Accountant's Review Report |
4 |
Balance Sheet March 31, 2000 and December 31, 1999 |
5 |
Income Statement for the Quarter Ended March 31, 2000; the Quarter Ended March 31, 1999 and the period November 20, 1998 (Date of Inception) to March 31, 2000. |
6 |
Statement of Cash Flows for the Quarter Ended March 31, 2000; the Quarter Ended March 31, 1999 and the period November 20, 1998 (Date of Inception) to March 31, 2000. |
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Notes to Financial Statements |
8 |
Item 2. Management's Discussion and Plan of Operation |
10 |
PART II - OTHER INFORMATION |
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Item 6. Exhibits |
11 |
SIGNATURES |
12 |
G. BRAD BECKSTEAD
Certified Public Accountant
330 E. Warm Springs
Las Vegas, NV 89119
702.528.1984
425.928.2877 (efax)
INDEPENDENT ACCOUNTANTS' REVIEW REPORT
Board of Directors
Pacific Industrial Corporation
Las Vegas, NV
I have reviewed the accompanying balance sheet of Pacific Industrial Corporation as of March 31, 2000 and the related statements of income and cash flows for the three-month ended March 31, 2000 and November 20, 1998 (Date of Inception) to March 31, 2000. These financial statements are the responsibility of the Company's management.
I conducted my reviews in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data, and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, which will be performed for the full year with the objective of expressing an opinion regarding the financial statements taken as a whole. Accordingly, I do not express such an opinion.
Based on my reviews, I am not aware of any material modifications that should be made to the accompanying financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States.
I have previously audited, in accordance with generally accepted auditing standards, the balance sheet of Pacific Industrial Corporation as of December 31, 1999 and the related statements of income, changes in stockholders' equity, and cash flows for the year ended and, in my report dated March 29, 2000, I expressed an unqualified opinion on those financial statements.
/s/ G. Brad Beckstead, CPA
May 19, 2000
Las Vegas, Nevada
License #2701
PART I - FINANCIAL INFORMATION
Item 1. Unaudited Financial Statements
Pacific Industrial Corporation
(A Development Stage Company)
Balance Sheet
March 31, 2000 and December 31, 1999
UNAUDITED |
AUDITED |
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Assets |
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Current Assets: |
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Cash |
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$ 289 |
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$ 3,511 |
Due from officer |
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64,517 |
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59,331 |
Total current assets |
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64,806 |
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62,842 |
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Total Assets |
$ 64,806 |
$ 62,842 |
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Liabilities and Stockholders' Equity |
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Current liabilities: |
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Interest payable |
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$ 2,883 |
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$ 1,375 |
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Long-term debt |
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61,000 |
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45,000 |
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Total Liabilities |
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63,883 |
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46,375 |
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Stockholders' Equity: |
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Common stock, $0.001 par value, |
5,749 |
5,749 |
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Preferred stock, $0.001 par value, |
-0- |
-0- |
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Additional paid-in capital |
120,011 |
120,011 |
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Contributed capital |
22,575 |
22,575 |
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Deficit accumulated during development stage |
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(147,412) |
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(131,868) |
Total stockholders' equity |
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923 |
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16,467 |
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Total Liabilities and Stockholders' Equity |
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$ 64,806 |
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$ 62,842 |
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See accompanying "Accountant's Review Report" and footnotes
Pacific Industrial Corporation
(A Development Stage Company)
Income Statement
for the Quarter Ended March 31, 2000,
and For the Period
November 20, 1998 (Date of Inception) to March 31, 2000
UNAUDITED
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UNAUDITED |
UNAUDITED |
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Revenue |
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$ -0- |
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$ -0- |
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Expenses: |
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Amortization expense |
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-0- |
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6 |
Interest expense |
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1,508 |
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2,883 |
Travel expense |
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6,937 |
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62,785 |
General and administrative expenses |
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7,099 |
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81,738 |
Total expenses |
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15,544 |
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147,412 |
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Net loss |
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$ (15,544) |
$ (147,412) |
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Weighted average number of common shares outstanding |
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5,748,167 |
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5,748,167 |
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Net loss per share |
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$ -0- |
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$ -0- |
See accompanying "Accountant's Review Report" and footnotes
Pacific Industrial Corporation
(A Development Stage Company)
Statement of Cash Flows
for the Quarter Ended March 31, 2000,
and For the Period
November 20, 1998 (Date of Inception) to March 31, 2000
UNAUDITED
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UNAUDITED |
UNAUDITED |
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CASH FLOWS FROM OPERATING ACTIVITIES |
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Net loss |
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$ (15,544) |
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$ (147,412) |
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Adjustments to reconcile net income to net cash used by operating activities: |
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(Increase) decrease in: |
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Due from officer |
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(5,186) |
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(64,517) |
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Increase (decrease) in: |
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Interest payable |
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1,508 |
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2,883 |
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Net cash used by operating activities |
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$ (19,222) |
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$ (209,046) |
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CASH FLOWS FROM INVESTING ACTIVITIES |
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Net cash used by investing activities |
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$ -0- |
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$ -0- |
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CASH FLOWS FROM FINANCING ACTIVITIES |
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Proceeds from the issuance of debt |
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16,000 |
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61,000 |
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Issuance of common stock |
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-0- |
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125,760 |
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Contributed capital received |
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-0- |
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22,575 |
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Net cash provided by financing activities |
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16,000 |
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209,335 |
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Net (decrease) increase in cash |
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(3,222) |
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289 |
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Cash - beginning |
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3,511 |
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-0- |
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Cash - ending |
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$ 289 |
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$ 289 |
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SUPPLEMENTAL DISCLOSURES: |
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Interest paid |
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$ -0- |
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$ -0- |
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Income taxes paid |
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$ -0- |
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$ -0- |
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NON-CASH INVESTING AND FINANCING ACTIVITIES |
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Common stock issued in exchange for |
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$ -0- |
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$ 31,250 |
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See accompanying "Accountant's Review Report" and footnotes
Pacific Industrial Corporation
(A Development Stage Company)
Notes to Financial Statements (continued)
March 31, 2000
Note 1 - History and Organization of the Company
The Company was organized on November 20, 1998 (Date of Inception) under the laws of the State of Nevada, as Pacific Industrial Corporation. The Company has no operations and in accordance with SFAS #7, the Company is considered a development stage company. The Company is authorized to issue 20,000,000 shares of $0.001 par value common stock and 5,000,000 shares of $0.001 par value preferred stock.
Note 2 - Summary of Significant Accounting Policies
Accounting policies and procedures have not been determined except as follows:
Pacific Industrial Corporation
Note 3 - Income Taxes
Income taxes are provided for using the liability method of accounting in accordance with Statement of Financial Accounting Standards No. 109 (SFAS #109) "Accounting for Income Taxes". A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting. Deferred tax expenses (benefit) results from the net change during the year of deferred tax assets and liabilities.
There is no provision for income taxes for the year ended March 31, 2000, due to the net loss and no state income tax in Nevada.
Note 4 - Stockholders' Equity
On November 21, 1998, the Company issued 4,000,000 shares of its $0.001 par value common stock for cash of $4,185.
On January 29, 1999, the Company completed a public offering that was exempt from federal registration pursuant to Regulation D, Rule 504 of the Securities Act of 1933, as amended. The Company sold 996,500 shares of its $0.001 par value common stock at a price of $0.05 per share for a total amount raised of $49,825.
On April 6, 1999, the Company completed a public offering that was exempt from federal registration pursuant to Regulation D, Rule 504 of the Securities Act of 1933, as amended. The Company sold 751,667 shares of its $0.001 par value common stock for cash of $40,500 and in exchange for services rendered in the amount of $31,250 as follows; 26,667 shares sold at a price of $0.15 per share, 480,000 shares sold at a price of $0.05 per share, 20,000 shares sold at a price of $0.125 per share, 100,000 shares sold at a price of $0.10 per share, and 125,000 shares sold at a price of $0.25 per share.
In 1999, the Company received contributed capital in the amount of $22,575.
There have been no other issuances of common or preferred stock.
Note 5 - Terminated Contract
On January 12, 1999, the Company entered into an Asset Purchase Agreement (Agreement) with Pacific Challenge Pte., Ltd. (Seller), a Singapore corporation. Based on the terms of the Agreement, the Company received assets in exchange for a note payable issued to the Seller in the amount of $450,000. On January 30, 1999, an audit of the Company's financial statements was completed and the balance sheet (dated January 29, 1999) recorded the following as a result of the Agreement:
Other Assets:
Plant and equipment |
$ 679,860 |
Singapore waste disposal contract |
1,480,966 |
Jakarta waste disposal contract |
9,560,307 |
Pacific Industrial Corporation
Note 5 - Terminated Contract (continued)
Current Liabilities: |
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Current portion - long term debt |
(51,322) |
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Long Term Liabilities: |
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Notes payable - equipment |
(81, 199) |
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Equity: |
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Contributed capital |
(11,588,612) |
Subsequent to the issuance of the audited financial statements referred to above, the Company decided to remove the amounts reported for the waste disposal contracts from its balance sheet. On July 23, 1999, an audit of the Company's financial statements was completed and the balance sheet (dated May 31, 1999) reflected the following changes as a result of the Company's decision:
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Removal of Singapore waste management contract |
$ (1,480,966) |
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Removal of Jakarta waste disposal contract |
(9,560,307) |
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Addition of a Note payable - purchase agreement |
(450,000) |
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Adjustment to Contributed capital |
11,491,273 |
As of April 14, 2000, the Company has not taken possession of the assets listed in the Agreement and it has not made any principal or interest payments on the $450,000. Because of this, the Company has stated that the Agreement with the Seller has been terminated. As a result of the termination of the Agreement, the following changes have been made to these financial statements:
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Removal of Property, plant and equipment |
$ (679,860) |
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Removal of Current portion - long term debt |
51,322 |
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Removal of Note payable - equipment |
81,199 |
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Removal of Note payable - purchase agreement |
450,000 |
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Removal of Contributed capital |
97,339 |
In addition to the above changes made to these financial statements, the "long term hire purchase agreements" reported in Note 6 - Long Term Liabilities of the audited financial statements issued on July 23, 1999 (balance sheet dated May 31, 1999) have been removed. The hire purchase agreements are agreements that existed between the Seller and the individuals covered under the agreements.
Note 6 - Long Term Debt
The following notes payable existed at March 31, 1999:
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10% unsecured note payable to Lyle DuVall with one interest and principal payment due on July 10, 2001 |
$ 20,000 |
Pacific Industrial Corporation
Note 6 - Long Term Debt (continued)
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10% unsecured note payable to Darryl and Leah Fuss, |
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20,000 |
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10% unsecured note payable to Nettie Jones with one |
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5,000 |
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10% unsecured note payable to Thomas Hobbs with one |
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6,000 |
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10% unsecured note payable to Dana Jones with one |
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10,000 |
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61,000 |
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Less current portion |
(0 ) |
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Total long term debt |
$ 61,000 |
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Note 7 - 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 not commenced its planned principal operations. Management plans to raise sufficient capital necessary to continue until it commences its planned principal operations. However, without realization of additional capital, it would be unlikely for the Company to continue as a going concern.
The officers and directors are involved in other business activities and may, in the future become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts.
Note 8 - Related Party Transactions
The Company does not lease or rent any property. Office space is provided without charge by a director. Such cost is immaterial to the financial statements and, accordingly, have not been reflected therein.
Pacific Industrial Corporation
Note 8 - Related Party Transactions (continued)
The amount reported as Due from officer represents liabilities incurred by the Company's president and amounts paid to his wife that were paid from Company funds.
Note 9 - Warrants and Options
There are no warrants outstanding to acquire any additional shares of common stock.
Note 10 - Year 2000 Issue
The Year 2000 issue arises because many computerized systems use two digits rather than four to identify a year. Date-sensitive systems may recognize the year 2000 as 1900 or some other date, resulting in errors when information using year 2000 dates is processed. In addition, similar problems may arise in systems that use certain dates in 1999 to represent something other than a date. The effects of the Year 2000 issue may be experienced before, on, or after January 1, 2000, and if not addressed, the impact on operations and financial reporting may range from minor errors to significant system failure which could affect an entity's ability to conduct normal business operations. It is not possible to be certain that all aspects of the Year 2000 issue affecting the entity, including those related to the efforts of customers, suppliers, or other third parties will be fully resolved.
Item 2. Management's Discussion and Plan of Operation
General
Pacific Industrial Corporation ("PIC" or the "Company"), was organized by the filing of articles of incorporation with the Secretary of State of the State of Nevada on November 20, 1998. The articles of the Company authorized the issuance of twenty million (20,000,000) shares of Common Stock at a par value of $0.001 per share. The Company has filed a Form 10-SB voluntarily with the intention of establishing the fully reporting status with the SEC.
Pacific Industrial Corporation is a development stage company with a principal business objective to establish a regional, integrated solid waste services and landfill management company in Singapore and Indonesia.
Over the next twelve (12) months, the Company intends to concentrate its efforts on: (i) establishing a base of solid waste disposal and landfill operations; (ii) administering new, modern weight and control systems at proposed landfill and solid waste disposal sites; and (iii) building recycling centers.
On January 12, 1999, the Company entered into an asset purchase agreement ("Agreement") with Pacific Challenge Pte., Ltd. ("Seller"), a Singapore corporation. Based on the terms of the agreement, the Company received assets in exchange for a note payable issued to the Seller in the amount of $50,000.
As of April 14, 2000, the Company has not taken possession of the assets listed in the agreement and it has not made any principal or interest payments on the $450,000 note payable. Because of this, the Company has state that the agreement with the Seller has been terminated.
Results of Operations
The Company has not generated any revenues since its inception. The Company has limited operating history. The Company was organized on November 20, 1998. Activities to date have been limited primarily to organization, initial capitalization, finding and securing a management team and board of directors, the development of a business plan and web site operations and commencing with initial operational plans.
As of March 31, 2000, the Company has developed a business plan, recruited and retained a management team and raised capital via a private placement offering of stock made pursuant to Section 4(2) of the Securities Act of 1933, as amended, and an offering made in reliance upon an exemption from the registration provisions of the Securities Act of 1933, as amended, in accordance with Regulation D, Rule 504. As a start-up and development stage company, the Company has no new products or services to announce.
Liquidity and Capital Resources
To date, the Company has attained cash from offerings of its common stock. On November 21, 1998, the Company issued 4,000,000 shares of its $0.001 par value common shares for cash of $4,185. On January 29, 1999, the Company issued 996,500 shares of its common stock for cash of $49,825. On April 6, 1999, the Company completed a public offering that was exempt from federal registration pursuant to Regulation D, Rule 504 of the Securities Act of 1933, as amended. The Company sold 751,667 shares of its $0.001 par value common stock for cash of $40,500 and in exchange for services rendered in the amount of $31,250 as follows; 26,667 shares sold at a price of $0.15 per share, 480,000 shares sold at a price of $0.05 per share, 20,000 shares sold at a price of $0.125 per share, 100,000 shares sold at a price of $0.10 per share, and 125,000 shares sold at a price of $0.25 per share.
The Company has yet to generate any revenues. Without the realization of additional capital, it would be unlikely for the Company to continue as a going concern. It is management's plan to seek additional capital through a private offering of its securities once it gets listed on the NQB's "Pink Sheets" or the OTC-BB. The Company does not have significant cash or other material assets nor does it have an established source of revenue sufficient to cover its operating costs to allow it to continue as a going concern indefinitely. Until that time, the officers have committed to advance the operating costs the company interest free.
The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts.
PART II - OTHER INFORMATION
Item 6. Exhibits
Exhibit Number |
Name and/or Identification of Exhibit |
3 |
Articles of Incorporation & By-Laws |
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(a)Articles of Incorporation of the Company filed November 20, 1998. Incorporated by reference to the exhibits to the Company's General Form For Registration Of Securities Of Small Business Issuers on Form 10-SB, previously filed with the Commission. |
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(b)By-Laws of the Company adopted November 20, 1998. Incorporated by reference to the exhibits to the Company's General Form For Registration Of Securities Of Small Business Issuers on Form 10-SB, previously filed with the Commission. |
13 |
Annual or Quarterly Reports - Form 10-QSB (a) Form 10-KSB for the year ended December 31, 1999. Incorporated by reference to the Company's Quarterly Report for Small Business Issuers on Form 10-KSB, previously filed with the Commission. |
16 |
Letter on Change in Certifying Accountant Form 8-K filed on February 3, 2000. Incorporated by reference to the Company's Form 8-K, previously filed with the Commission. |
23 |
Consent of Experts and Counsel |
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Consents of independent public accountants |
27 |
Financial Data Schedule |
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Financial Data Schedule of Pacific Industrial Corporation ending March 31, 2000 |
SIGNATURES
Pursuant to the requirements of the Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Pacific Industrial Corporation
(Registrant)
Date: May 19, 2000
By:/s/ Thomas Hobbs
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