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: June 30, 2000
Commission File Number: 000-25695
MANNA CAPITAL, INC.
(Exact name of small business issuer as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
33-0847997
(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 June 30, 2000, was 500,000 shares.
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PART I
ITEM 1. FINANCIAL STATEMENTS.
The unaudited financial statements for the six month period ended June 30,
2000, 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 six month period ended June
30, 2000. 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 date field. These programs were designed and developed without considering
the impact of the recent change in the century. If not corrected, many computer
applications were expected to fail or create erroneous results by or at the Year
2000. As a result, many companies were required to undertake major projects to
address the Year 2000 issue. The Company did not incur any negative impact as a
result of this problem and no problems in this regard are anticipated in the
future.
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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>
MANNA CAPITAL, INC.
(A Development Stage Company)
(A Nevada corporation)
BALANCE SHEET
<CAPTION>
Unaudited Audited
June 30, 2000 December 31, 1999
-------------- -----------------
<S> <C> <C>
ASSETS:
Current Assets $ 0 $ 0
Organization Costs (net of
$500 accumulated
amortization) 500 500
-------------- -----------------
Total Assets 500 500
============== =================
LIABILITIES
Current Liabilities
Accounts Payable 1,700 1,600
-------------- -----------------
Total Current Liabilities 1,700 1,600
-------------- -----------------
Total Liabilities 1,700 1,600
-------------- -----------------
STOCKHOLDERS' EQUITY
Common Stock - Par Value $.0001
15,000,000 Shares Authorized
500,000 Shares Issued and
Outstanding 500 500
Additional Paid-In Capital - -
Retained Deficit, accumulated
in the development stage (1,700) (1,600)
-------------- -----------------
Total Stockholders' Equity (1,200) (1,100)
-------------- -----------------
Total Liabilities and
Stockholders' Equity 500 500
============== =================
</TABLE>
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<TABLE>
MANNA CAPITAL, INC.
(A Development Stage Company)
(A Nevada corporation)
STATEMENT OF REVENUES AND EXPENSES
<CAPTION>
For the For the
Three Three
Months Months
Ended Ended
06/30/00 06/30/99
-------- --------
<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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<TABLE>
MANNA CAPITAL, INC.
(A Development Stage Company)
(A Nevada corporation)
STATEMENT OF REVENUES AND EXPENSES
<CAPTION>
For the For the Period
Six Six 9/9/82
Months Months (Inception)
Ended Ended to
06/30/00 06/30/99 06/30/00
-------- -------- --------
<S> <C> <C> <C>
REVENUE:
Revenue $ 0 $ 0 $ 0
EXPENSES:
Taxes and Licenses 100 0 1,700
-------- -------- --------
Total Expenses 100 0 1,700
Net Income/(Loss) $ (100) $ 0 $ (1,700)
======== ======== ========
Net loss per share $ 0.00 $ 0.00 $ .0033
======== ======== ========
</TABLE>
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<TABLE>
MANNA CAPITAL, INC.
(a Development Stage Company)
(A Nevada corporation)
STATEMENT OF CASH FLOWS
<CAPTION>
Period
For the For the 9/9/82
Six Months Six Months (Inception)
Ended Ended to
06/30/00 06/30/99 06/30/00
-------- -------- --------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
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) $ 0 $ (1,700)
-------- -------- --------
Adjustments to Reconcile Net Income
to Net Provided by Operating Activities:
Increase in Accounts Payable 100 0 1,700
-------- -------- --------
Total Adjustments 100 0 1,700
NET CASH PROVIDED BY
OPERATING ACTIVITIES $ 0 $ 0 $ 0
======== ======== ========
</TABLE>
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Manna Capital, Inc.
Notes To Unaudited Financial Statements
For The Six Month Period Ended June 30, 2000
--------------------------------------------
The unaudited financial information included for the three month and six month
interim periods ended June 30, 2000, were taken from the books and records of
the Company without audit. However, such information reflects all adjustments
(consisting of normal recurring adjustments, which are of the opinion of
management, necessary to reflect properly the results of interim periods
presented). The results of operations for the six month period ended June 30,
2000, are not necessarily indicative of the results expected for the year ended
December 31, 2000.
Review of Report by Independent Auditor
Effective March 15, 2000, the Securities and Exchange Commission adopted a rule
requiring that interim auditor reviews must be undertaken by all companies
subject to the Section 12(g) reporting requirements promulgated under the
Securities Exchange Act of 1934, as amended. The Company's independent auditors
have reviewed the interim financial statements included in this Report.
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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.
MANNA CAPITAL, INC.
(Registrant)
Dated: July 28, 2000
By: s/George Unwin
---------------------------
George Unwin, President
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MANNA CAPITAL, INC.
EXHIBIT INDEX TO QUARTERLY REPORT ON FORM 10-QSB
FOR THE QUARTER ENDED JUNE 30, 2000
EXHIBITS Page No.
EX-27 Financial Data Schedule.....................................12
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