UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended: January 31, 2000
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from _______ to _________
Commission file number: 000-28587
PHOTOVOLTAICS.COM, INC.
(Exact name of small business issuer as specified in its charter)
Delaware 65-0963621
-------------------------------- ---------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization identification No.)
215 Cranwood Dr., Key Biscayne, FL 33149
------------------------------------------- -------
(Address of principal executive officer) (Zip Code)
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 __ No _X_
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court Yes No ___
APPLICABLE ONLY TO CORPORATE ISSUERS
The number of shares of common stock, $0.01 par value, outstanding as
of January 31, 2000: 4,968,000 shares
Transitional Small Business Disclosure Format (check one): Yes No X
--- ----
<PAGE>
PHOTOVOLTAICS.COM, INC.
QUARTER ENDED JANUARY 31, 2000
INDEX
PART I. FINANCIAL INFORMATION
<TABLE>
<CAPTION>
Page
Item 1. Financial Statements
Condensed financial statements of Photovoltaics.Com, Inc.:
<S> <C> <C>
Balance sheet as of January 31, 2000 3
Income statement for the three months ended January
31, 2000 4
Statement of cash flows for the three months ended
January 31, 2000 5
Notes to financial statements 6
Item 2. Plan of Operation 9
PART II. OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds 10
Item 6. Exhibits and Reports on Form 8-K. 10
(a)Exhibits
SIGNATURE 10
</TABLE>
<PAGE>
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
Photovoltaics.Com, Inc. ....
Balance Sheet
As of January 31, 2000
ASSETS
Cash .................................................... $ 130
---
Total Current Assets ............................... 130
Intangible Assets - Patent and license (net of
$2,306 accumulated depreciation) ................... 43,804
---
Total Assets ....................................... $ 43,934
===
LIABILITIES & STOCKHOLDERS' EQUITY
Accounts payable ........................................ $ -0-
---
Total Liabilities .................................. -0-
---
Common stock, $0.01 par, 20,000,000 shares
authorized, 4,968,000 shares issued and
outstanding ........................................ 119,401
Additional paid-in capital .............................. 55,870
Retained Earnings ....................................... (61,616)
---
Total Stockholders' Equity ......................... 43,934
---
Total Liabilities & Stockholders' Equity ........... $ 43,934
===
<PAGE>
Photovoltaics.Com, Inc. ............
Income Statement
For the Three Months Ended January 31, 2000
REVENUES ........................................................ $ -0-
EXPENSES
General & administrative .................................... $ 10,870
Amortization ................................................ 769
-----------
$ 11,639
NET LOSS ................................................. $ (11,639)
===========
NET LOSS PER COMMON SHARE ....................................... $ (.02)
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING ....................................... 4,968,000
<PAGE>
Photovoltaics.Com, Inc. ..............
Statement of Cash Flows
For the Three Months Ended January 31, 2000
CASH FLOWS FROM OPERATIONS
Net deficit .................................................... $(11,639)
Adjustments to reconcile net
deficit to cash provided
from operating activities
Amortization ............................................. 769
Payment of accounts payable .............................. (1,000)
--------
NET CASH USED BY OPERATING
ACTIVITIES ............................................... (11,870)
--------
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock ....................................... 11,200
--------
NET CASH PROVIDED BY FINANCING
ACTIVITIES ................................................. 11,200
--------
NET INCREASE (DECREASE) IN CASH .............................. (670)
CASH BEGINNING ............................................... 800
--------
CASH ENDING .................................................. $ 130
========
<PAGE>
Photovoltaics.Com, Inc.
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business Description:
Photovoltaics.Com, Inc. (the Company) is licensing a process to manufacture thin
film solar cells (photovoltaics). Photovoltaics is the name of the science that
uses a semiconductive device to convert sunlight into electricity. The Company
also plans to market the product through the Internet.
Organization:
Photovoltaics.Com, Inc. (a development stage company) was incorporated under the
laws of the state of Delaware on March 10, 1999.
The Company is considered to be in the development stage and the accompanying
financials represent those of a development stage company.
Cash and Cash Equivalents:
For purposes of the statement of cash flows, the Company treats all short-term
investments with maturities of three months or less at acquisition to be cash
equivalents.
Use of Estimates:
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Revenue Recognition:
Revenues of Photovoltaics.Com, Inc. are recognized at the time the services are
rendered to customers. Services are rendered when the Company's representatives
receive the customer's requests and completes the customer's orders.
Amortization:
Amortization of patents and licenses is determined utilizing the straight-line
method based generally on the estimated useful lives of the intangibles as
follows:
Patent and license 15 years
Advertising Cost:
Advertising and marketing costs are expensed as incurred. During the three
months ended January 31, 2000, there were no advertising or marketing expenses.
<PAGE>
PHOTOVOLTAICS.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Basic Loss per Share and Diluted Loss per Share:
In February 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128, Earnings Per Share (SFAS No. 128), which
specifies the computation, presentation and disclosure requirements for earnings
per share. SFAS No. 128 supercedes Accounting Principle Board Opinion No. 15
entitled Earnings Per Share. Basic earnings per share are computed by dividing
income available to common stockholders (the numerator) by the weighted-average
number of common shares (the denominator) for the period. The computation of
diluted earnings per share is similar to basic earnings per share, except that
the denominator is increased to include the number of additional common shares
that would have been outstanding if the potentially dilutive common shares had
been issued.
The numerator in calculating basic earnings per share is reported net loss. The
denominator is based on the following weighted-average number of common shares:
Basic
4,799,564
Concentration of Credit Risk:
Financial instruments that potentially subject the Company to credit risk
include cash on deposit with one financial institution amounting to $130 at
January 31, 2000, which was insured for up to $100,000 by the U.S. Federal
Deposit Insurance Corporation.
2. CAPITAL STOCK TRANSACTIONS
The Articles of Incorporation provide for the authorization of 20,000,000 shares
of common stock at $0.01 par value.
On March 10, 1999, 3,750,000 shares of common stock valued at $0.01 per share
were issued in exchange for patent rights and cash.
On March 17, 1999, 1,000,000 shares of common stock valued at $0.02 per share
were issued in exchange for cash.
<PAGE>
PHOTOVOLTAICS.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
2. CAPITAL STOCK TRANSACTIONS (CONTINUED)
On March 17, 1999, 5,000 shares of common stock valued at $1.00 per share were
issued in exchange for cash.
On July 31, 1999, 35,300 shares of common stock valued at $1.00 per share were
issued in exchange for cash.
One hundred fifty-five thousand shares of common stock valued at $0.01 per share
were issued in exchange for paint patent services, based on Board of Directors
assessment of value of services rendered July 31, 1999.
On January 31, 2000, the Company sold 22,700 shares of common stock at $1.00 a
share.
The Company's common stock as of January 31, 2000 consisted of the following:
20,000,000 shares authorized; 4,968,000 shares
issued and outstanding, at $0.01 par value. $ 49,680
========
3. INTANGIBLE ASSETS
At January 31, 2000, intangible assets were summarized by major classification
as follows
Patent and license $ 46,110
Less: Accumulated amortization (2,306)
----------
$ 43,804
Amortization expense for the three months ended January 31, 2000 was $769.
4. OPTIONS
On November 10, 1999, the Company granted to an officer of the Company options
to purchase 50,000 shares of its common stock at a price of $1.00 per share. The
options expire on November 9, 2009. These options are exercisable as of November
10, 1999.
Prior to the audit report date, but subsequent to October 31, 1999, the Company
amended and restated its articles of incorporation to authorize 10,000,000
shares of Preferred Stock with a par value of $0.01 per share.
ITEM 2. PLAN OF OPERATION.
The following matters constitute the Company's primary immediate
objectives:
* enter into a financing arrangement to enable the Company to
construct its proposed equipment and have adequate working
capital
* complete the engineering work on and construction of the
Company's equipment
* finalize details pertaining to the location of the Company's
equipment and management of the Company's manufacturing
operations
* hire and train employees and procure an initial stock of raw
materials
* test the Company's completed equipment and commence commercial
production of the Company's solar cells
The Company is currently attempting to raise $2.0 million through a
private placement of its common stock to qualified investors. Of this amount,
$1.5 million will be used for equipment acquisition, and $500,000 will be used
for working capital. There can be no assurance that the Company will be
successful in raising the $2.0 million. As an alternative to the $2.0 million
private placement, the Company has entered into discussions with a large
financial institution regarding a transaction whereby this institution would
purchase the Company's equipment and lease it to the Company. If this lease were
obtained, the Company would still attempt to raise $500,000 million for working
capital purposes through a private placement. There can be no assurance that
this alternative approach to financing the equipment will occur. If required
financing is not available on acceptable terms, the Company will be prevented
from acquiring necessary equipment, commencing commercial operations and pursing
its business plan. Construction and testing of the Company's equipment is
expected to be completed within six to nine months after the $2.0 million is
raised or the equipment is otherwise financed. Once the Company has completed
construction, hired and trained employees and procured an initial stock of raw
materials, commercial production of the Company's solar cells will commence. The
Company does not expect any difficulty or lengthy delay in the hiring and
training of employees and procuring an initial stock of raw materials.
The Company does not anticipate performing any research and development
in the next twelve months, other than that the testing of the Company's
equipment after construction is completed. There is no expected purchases or
sales of any plant or significant equipment, other than the Company's proposed
custom-made manufacturing line expected to cost about $1.5 million. The Company
does not anticipate any significant changes in its number of employees from
those initially hired.
The success of the Company's business plan is dependent upon obtaining a listing
on the US OTCBB market and a foreign exchange to complete its financing plans.
INCOME STATEMENT
1. Expenses: Expenses for the quarter primarily reflect the general and
administrative expenses involved in a startup.
BALANCE SHEET
1. Intangible Assets. The intangible assets of $46,110 represents
the patent and licnese to be utilized in the Company's operations.
<PAGE>
PART II. OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds
On January 31, 2000, the Company sold 22,700 shares of the Company's common
stock for $1.00 a share. This issuance is claimed to be exempt pursuant to
Regulation D under the Act.
Item 6. Exhibits and Reports on Form 8-K
(a) The following exhibits are filed with this Quarterly Report or
are incorporated herein by reference:
Exhibit
Number Description
27 Financial Data Schedule
(b) Reports on Form 8-K
NONE
SIGNATURE
In accordance with the requirements of the Exchange Act, the Registrant
has duly caused this Report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Photovoltaics.Com, INC.
(Registrant)
By: /s/ Lawrence F. Curtin
Lawrence F. Curtin, President
(Principal Executive Officer, Principal Financial
Officer and Principal Accounting Officer)
Dated: July 17, 2000
