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 Quarter Ended September 30, 1999
OR
[ ] 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 0-25853
QUAZON CORP.
(Exact name of small business issuer as specified in its charter)
Nevada 87-0570975
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
135 West 900 South, Salt Lake City, Utah 84101
(Address of principal executive offices)
Registrant's telephone no., including area code: (801) 278-2805
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
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date.
Class Outstanding as of September 30, 1999
Common Stock, $.001 par value 3,991,180
TABLE OF CONTENTS
Heading Page
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements. . . . . . . . . . . . 3
Consolidated Balance Sheets -- September 30,
1999 and December 31, 1998 . . . . . . . . . . . . . . 4
Consolidated Statements of Operations -- three
and nine months ended September 30, 1999
and 1998 . . . . . . . . . . . . . . . . . . . . . . . 5
Consolidated Statements of Stockholders' Equity. . . . . 6
Consolidated Statements of Cash Flows -- three
and nine months ended September 30, 1999
and 1998 . . . . . . . . . . . . . . . . . . . . . . . 8
Notes to Consolidated Financial Statements . . . . . . . 9
Item 2. Management's Discussion and Analysis or
Plan of Operations . . . . . . . . . . . . . . . . . . 12
PART II. OTHER INFORMATION
Item 1. Legal Proceedings. . . . . . . . . . . . . . . . . . . . 16
Item 2. Changes In Securities and Use of Proceeds. . . . . . . . 16
Item 3. Defaults Upon Senior Securities. . . . . . . . . . . . . 16
Item 4. Submission of Matters to a Vote of
Securities Holders . . . . . . . . . . . . . . . . . . 16
Item 5. Other Information. . . . . . . . . . . . . . . . . . . . 16
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . 16
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . 17
PART I
Item 1. Financial Statements
The following unaudited Financial Statements for the period
ended September 30, 1999, have been prepared by the Company.
QUAZON CORP.
FINANCIAL STATEMENTS
September 30, 1999 and December 31, 1998
QUAZON, CORP.
(A Development Stage Company)
Balance Sheets
ASSETS
September 30, December 31,
1999 1998
(Unaudited)
CURRENT ASSETS
Cash $ 8,422 $ 2,884
Total Current Assets 8,422 2,884
TOTAL ASSETS $ 8,422 $ 2,884
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 1,125 $ 823
Notes payable - related party (Note 2) 25,000 10,000
Total Current Liabilities 26,125 10,823
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock authorized: 100,000,000
common shares at $0.001 par value:
3,991,180 shares issued and outstanding 3,991 3,991
Capital in excess of par value 1,847,740 1,847,740
Accumulated deficit prior to
January 1, 1994 (1,826,092) (1,826,092)
Deficit accumulated during the
development stage (43,342) (33,578)
Total Stockholders' Equity (Deficit) (17,703) (7,939)
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ 8,422 $ 2,884
QUAZON, CORP.
(A Development Stage Company)
Statements of Operations
(Unaudited)
From the
Beginning of
Development
Stage on
For the For the January 1,
Three Months Ended Three Months Ended 1994 Through
September 30, September 30, September 30,
1999 1998 1999 1998 1999
REVENUES $ - $ - $ - $ - $ -
EXPENSES
General and administrative 652 5,119 8,639 9,219 41,578
Interest expense 375 146 1,125 437 1,764
Total Expenses 1,027 5,265 9,764 9,656 (43,342)
NET LOSS $(1,027) $(5,265) $(9,764) $(9,656) $(43,342)
BASIC LOSS PER SHARE $ (0.00) $ (0.00) $ (0.00) $ (0.01)
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 3,991,180 1,492,550 3,991,180 1,492,550
QUAZON, CORP.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
Deficit
Accumulated
Capital in During the
Common Stock Excess of Development
Shares Amount Par Value Stage
Balance, December 31, 1993 5,530 $ 6 $ 1,826,086 $(1,826,092)
Net loss for the year ended
December 31, 1994 - - - -
Balance, December 31, 1994 5,530 6 1,826,086 (1,826,092)
Net loss for the year ended
December 31, 1995 - - - -
Balance, December 31, 1995 5,530 6 1,826,086 (1,826,092)
Net loss for the year ended
December 31, 1996 - - - -
Balance, December 31, 1996 5,530 6 1,826,086 (1,826,092)
November 7, 1997, issuance of
common stock at $0.01 per share
for cash 466,667 467 4,533 -
November 12, 1997, issuance of
common stock at $0.01 per share
for cash 499,999 499 7,451 -
Fractional shares issued in reverse
stock split 18,984 19 (19) -
Contributed capital - - 936 -
Net loss for the year ended
December 31, 1997 - - - (16,286)
Balance, December 31, 1997 991,180 $ 991 $ 1,838,987 $(1,842,378)
QUAZON, CORP.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit) (Continued)
Deficit
Accumulated
Capital in During the
Common Stock Excess of Development
Shares Amount Par Value Stage
Balance, December 31, 1997 991,180 $ 991 $ 1,838,987 $(1,842,378)
Contributed capital - - 1,753 -
October 31, 1998, issuance of
common stock at $0.003 per
share for services 1,500,000 1,500 3,500 -
October 31, 1998, issuance of
common stock at $0.003 per
share for cash 1,500,000 1,500 3,500 -
Net loss for the year ended
December 31, 1998 - - - (17,292)
Balance, December 31,1998 3,991,180 3,991 1,847,740 (1,859,670)
Net loss for the nine months
ended September 30, 1999
(unaudited) - - - (9,764)
Balance, September 30, 1999
(unaudited) 3,991,180 $ 3,991 $ 1,847,740 $(1,869,434)
QUAZON, CORP.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
From the
Beginning of
Development
Stage on
For the For the January 1,
Three Months Ended Three Months Ended 1994 Through
September 30, September 30, September 30,
1999 1998 1999 1998 1999
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net loss $(1,027) $(5,265) $(9,764) $(9,656) $(43,342)
Adjustments to reconcile net
loss to net cash provided
(used) by operating activities:
Stock issued for services - - - - 5,000
Changes in operating asset and
liability accounts:
Increase (decrease) in accounts
payable (1,552) - 302 - 1,125
Net Cash (Used) by Operating
Activities (2,579) (5,265) (9,462) (9,656) (37,217)
CASH FLOWS FROM INVESTING
ACTIVITIES: - - - - -
CASH FLOWS FROM FINANCING
ACTIVITIES:
Contributed capital - 583 - 1,753 2,689
Proceeds from notes payable -
related party 10,000 5,000 15,000 5,000 25,000
Issuance of common stock for cash - - - - 17,950
Net Cash Provided by Financing
Activities 10,000 5,583 15,000 6,753 45,639
NET INCREASE (DECREASE) IN CASH 7,421 318 5,538 (2,903) 8,422
CASH AT BEGINNING OF PERIOD 1,001 2,834 2,884 6,055 -
CASH AT END OF PERIOD $ 8,422 $3,152 $ 8,422 $ 3,152 $ 8,422
Cash Payments For:
Income taxes $ - $ - $ - $ - $ -
Interest $ - $ - $ - $ - $ -
QUAZON, CORP.
(A Development Stage Company)
Notes to the Financial Statements
September 30, 1999
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Organization
Quazon, Corp. (the Company) was originally incorporated on
June 26, 1981, as a Utah Corporation under the name of The
Fence Post, Inc.
On March 24, 1986, the Company changed its name to Dynamic
Video, Inc. On September 6, 1988, the name was changed to
Loki Holding Corporation.
On September 11, 1990, the name was changed to Interactive
Development Applications, Inc. and completed a reverse
acquisition of several Belgium corporations, which was
revoked in 1997.
On November 7, 1997, the name was changed to Quazon, Corp.,
a Utah corporation. On November 19, 1997, Quazon, Corp. of
Utah merged with Quazon, Corp., a Nevada corporation,
leaving the Nevada corporation as the surviving company.
Currently the Company is seeking new business opportunities
believed to hold a potential profit or to merge with an
existing company.
b. Accounting Method
The Company's financial statements are prepared using the
accrual method of accounting. The Company has adopted a
December 31 year end.
c. Basic Loss Per Share
The computations of basic loss per share of common stock
are based on the weighted average number of shares issued
and outstanding at the date of the financial statements.
d. 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 statement and the reported amounts of
revenues and expenses during the reporting period. Actual
results could differ from those estimates.
e. Cash Equivalents
The Company considers all highly liquid investments with a
maturity of three months or less when purchased to be cash
equivalents.
QUAZON, CORP.
(A Development Stage Company)
Notes to the Financial Statements
September 30, 1999
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
f. Provision for Taxes
At September 30, 1999, the Company had net operating loss
carryforwards of approximately $43,000 that may be offset
against future taxable income through 2013. No tax benefit
has been reported in the financial statements, because the
potential tax benefits of the net operating loss
carryforwards are offset by a valuation allowance of the
same amount.
g. Unaudited Financial Statements
The accompanying unaudited financial statements include all
of the adjustments which, in the opinion of management, are
necessary for a fair presentation. Such adjustments are of
a normal, recurring nature.
NOTE 2 - RELATED PARTY TRANSACTIONS
In 1998, an officer of the Company contributed $1,753 to
the Company in expenses incurred on the Company's behalf.
The officer contributed $936 in 1997.
On October 21, 1997, 23,000,000 shares of common stock was
issued to officers and directors of the Company for
services. On November 12, 1997, the previously mentioned
shares were returned and canceled and the transaction was
reversed retroactively.
On November 11, 1997, the Company issued 466,667 shares of
its restricted common stock to officers of the Company for
cash of $5,000.
On November 12, 1997, the Company issued 499,999 shares of
its restricted common stock for $8,000 cash.
On October 30, 1998, the Company issued 1,500,000 post-
split shares of restricted common stock to officers of the
Company for services valued at $5,000 and 1,500,000 to
Company officers for $5,000 cash.
The Company has notes payable to an officer totaling
$10,000 at December 31, 1998. The notes are unsecured and
due upon demand. Interest is imputed on the note at 10%
per annum, which is contributed by the officer to the
capital of the Company.
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using
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 does not have significant
cash or other material assets, nor does it have an
established source of revenues sufficient to cover its
operating costs and to allow it to continue as a going
concern. It is the intent of the Company to seek a merger
with an existing, operating company. In the interim,
shareholders of the Company have committed to meeting its
minimal operating expenses.
QUAZON, CORP.
(A Development Stage Company)
Notes to the Financial Statements
September 30, 1999
NOTE 4 - REVERSE STOCK SPLIT
On October 24, 1997, the board of directors of the Company
approved a 1-for-250 reverse stock split and on October 30,
1998, the board of directors of the Company approved a 1-
for-15 reverse stock split while retaining the authorized
shares at 100,000,000 and retaining the par value at
$0.001. This change has been applied to the financial
statements on a retroactive basis back to inception of the
development stage. The Company provided that no
shareholder would be reduced below 100 shares, accordingly,
18,984 post-split fractional shares were issued.
Item 2. Management's Discussion and Analysis or Plan
of Operations
The following information should be read in conjunction with
the financial statements and notes thereto appearing elsewhere in
this Form 10-QSB.
Quazon Corp. (the "Company"), a development stage company has
only nominal assets and no significant operations or income.
Certain costs and expenses have been paid for by funds advanced to
the Company by an officer pursuant to a note payable and the
private sale of shares of common stock. It is anticipated that the
Company will require only nominal capital to maintain the corporate
viability of the Company and necessary funds, including funds to
cover expenses associated with being a public company, will most
likely be provided by the Company's officers and directors in the
immediate future. It must be noted that unless the Company is able
to facilitate an acquisition of or merger with an operating
business, or is able to obtain significant outside financing, there
is substantial doubt about its ability to continue as a going
concern.
At December 31, 1998 and September 30, 1999, the Company had
total assets consisting of cash of $2,884 and $8,422, respectively.
The cash represents advances to the Company by an officer. Total
liabilities at December 31, 1998 were $10,823, consisting primarily
of $10,000 in notes payable to an officer of the Company. Total
liabilities at September 30, 1999 were $26,125, consisting
primarily of $25,000 in notes payable to the same officer. The
notes are unsecured and due upon demand. Interest is imputed at
the rate of ten percent (10%) per annum, which is contributed by
the officer to the capital of the Company.
Since its inception, the Company has not engaged it any
significant business operations or realized any revenues . For the
three and nine months ended September 30, 1999, general and
administrative expenses were $625 and $8,639 respectively, compared
to $5,119 and $9,219 for the three and nine months ended September
30, 1998, respectively. The 1999 expenses are primarily for the
legal and accounting expenses related to the filing of the
Company's registration statement. The Company's net loss for the
three and nine months ended September 30, 1999 were $1,027 and
$9,764, respectively, compared with a net loss of $5,265 and $9,656
for the three and nine months ended September 30, 1998,
respectively.
The Company does not anticipate any revenues until it is able
to complete an acquisition of or merger with an operating business.
During this interim period, the Company anticipates that its
expenses will be stable.
In the opinion of management, inflation has not and will not
have a material effect on the operations of the Company until such
time as the Company successfully completes an acquisition
or merger. At that time, management will evaluate the possible
effects of inflation on the Company related to it business and
operations following a successful acquisition or merger.
Plan of Operation
During the next 12 months, the Company intends to actively
seek out and investigate possible business opportunities with the
intent to acquire or merge with one or more business ventures.
In its search for business opportunities, management intends to use
various resources including, but not limited to, the Company's
officers and directors, consultants, special advisors, securities
broker-dealers, venture capitalists, members of the financial
community and others. Because of the Company's lack of capital, it
is less likely that it will employ outside consultants for a fee.
The Company does not intend to limit its search to any
specific kind of industry or business. The Company may investigate
and ultimately acquire a venture that is in its preliminary or
development stage, is already in operation, or in various stages of
its corporate existence and development. Management cannot predict
at this time the status or nature of any venture in which the
Company may participate. A potential venture might need additional
capital or merely desire to have its shares publicly traded. The
most likely scenario for a possible business arrangement would
involve the acquisition of or merger with an operating business
that does not need additional capital, but which merely desires to
establish a public trading market for its shares.
Management believes that the Company could provide a potential
public vehicle for a private entity interested in becoming a
publicly held corporation without the time and expense typically
associated with an initial public offering.
Evaluation
Once a potential business opportunity is identified,
management will seek to determine whether acquisition or merger is
warranted or whether further investigation is necessary. In its
investigation, the Company will consider, to the extent relevant
to the specific opportunity, several factors including potential
benefits to the Company and its shareholders; working capital,
financial requirements and availability of additional financing;
history of operation, if any; nature of present and expected
competition; quality and experience of management; need for further
research, development or exploration; potential for growth and
expansion; potential for profits; and other factors deemed relevant
to the specific opportunity.
Because the Company has not located or identified any specific
business opportunity as of the date hereof, there are certain
unidentified risks that cannot be adequately expressed prior to the
identification of a specific business opportunity. There can be no
assurance following consummation of any acquisition or merger that
the business venture will develop into a going concern or, if the
business is already operating, that it will continue to operate
successfully. Many of the potential business opportunities
available to the Company may involve new and untested products,
processes or market strategies which may not ultimately prove
successful.
Form of Potential Acquisition or Merger
Each separate potential opportunity will be reviewed and, upon
the basis of that review, a suitable legal structure or method of
participation will be chosen. The particular manner in which the
Company participates in a specific business opportunity will depend
upon the nature of that opportunity, the respective needs and
desires of the Company and management of the opportunity, and the
relative negotiating strength of the parties involved.
Actual participation in a business venture may take the form of an
asset purchase, lease, joint venture, license, partnership, stock
purchase, reorganization, merger or consolidation. The Company may
act directly or indirectly through an interest in a partnership,
corporation, or other form of organization, however, the Company
does not intend to participate in opportunities through the
purchase of minority stock positions.
In the event the Company successfully acquires or merges with
an operating business opportunity, it is likely that the Company's
present shareholders will experience substantial dilution and there
will be a probable change in control of the Company. Most likely,
the owners of the business opportunity will acquire control of the
Company following such transaction. Management has not established
any guidelines as to the amount of control it will offer to
prospective business opportunities, rather management will attempt
to negotiate the best possible agreement for the benefit of the
Company's shareholders.
Because the Company lacks sufficient funds, it may be
necessary for the officers and directors to either advance funds to
the Company or to accrue expenses until such time as a successful
business consolidation can be made. Management intends to hold
expenses to a minimum and to obtain services on a contingency basis
when possible. Further, the Company's directors will defer any
compensation until such time as an acquisition or merger can be
accomplished and will strive to have the business opportunity
provide their remuneration. However, if the Company engages
outside advisors or consultants in its search for business
opportunities, it may be necessary for the Company to attempt to
raise additional funds. As of the date hereof, the Company has not
made any arrangements or definitive agreements to use outside
advisors or consultants or to raise any capital. In the event the
Company does need to raise capital, most likely the only method
available to the Company would be the private sale of its
securities. Because of the nature of the Company as a development
stage company, it is unlikely that it could make a public sale of
securities or be able to borrow any significant sum from either a
commercial or private lender. There can be no assurance that the
Company will be able to obtain additional funding when and if
needed, or that such funding, if available, can be obtained on
terms acceptable to the Company.
The Company does not intend to use any employees, with the
possible exception of part-time clerical assistance on an as-needed
basis. Outside advisors or consultants will be used only if they
can be obtained for minimal cost or on a deferred payment basis.
Management is confident that it will be able to operate in this
manner and to continue its search for business opportunities during
the next twelve months.
Net Operating Loss
The Company has accumulated approximately $33,000 of net
operating loss carryforwards as of December 31, 1998 and
approximately $43,000 as of September 30,1999, which may be offset
against taxable income and income taxes in future years. The use
of these losses to reduce future income taxes will depend on the
generation of sufficient taxable income prior to the expiration of
the net operating loss carryforwards. The carry-forwards expire in
the year 2013. In the event of certain changes in control of the
Company, there will be an annual limitation on the amount of net
operating loss carryforwards which can be used. No tax benefit has
been reported in the financial statements for the year ended
December 31, 1998 or nine months ended September 30, 1999 because
there is a 50% or greater chance that the carryforward will not be
used. Accordingly, the potential tax benefit of the loss
carryforward is offset by a valuation allowance of the same amount.
Year 2000
Year 2000 issues may arise if computer programs have been
written using two digits (rather than four) to define the
applicable year. In such case, programs that have time-sensitive
logic may recognize a date using "00" as the year 1900 rather than
the year 2000, which could result in miscalculations or system
failures.
Because the Company currently does not have any operations
except for its search for viable business opportunities, it does
not own or use any computer equipment. The Company does not
anticipate doing a full assessment of the potential Year 2000 issue
until it has made an acquisition of or merged with an operating
entity. The Company does not believe that the cost of addressing
the issue will have a material adverse impact on its financial
position. Further, the Company believes that no third parties with
whom it may have a material relationships will be materially
affected by the Year 2000 issues.
Risk Factors and Cautionary Statements
This report contains certain forward-looking statements. The
Company wishes to advise readers that actual results may differ
substantially from such forward-looking statements. Forward-
looking statements involve risks and uncertainties that could cause
actual results to differ materially from those expressed in or
implied by the statements, including, but not limited to, the
following: the ability of the Company search for appropriate
business opportunities and subsequently acquire or merge with such
entity, to meet its cash and working capital needs, the ability of
the Company to maintain its existence as a viable entity, and other
risks detailed in the Company's periodic report filings with the
Commission.
PART II
Item 1. Legal Proceedings
There are presently no other material pending legal
proceedings to which the Company or any of its subsidiaries is a
party or to which any of its property is subject and, to the best
of its knowledge, no such actions against the Company are
contemplated or threatened.
Item 2. Changes In Securities and Use of Proceeds
This Item is not applicable to the Company.
Item 3. Defaults Upon Senior Securities
This Item is not applicable to the Company.
Item 4. Submission of Matters to a Vote of Security Holders
This Item is not applicable to the Company.
Item 5. Other Information
This Item is not applicable to the Company.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit 27 - Financial Data Schedules
(b) Reports on Form 8-K
No report on Form 8-K was filed by the Company during the
three month period ended September 30, 1999.
SIGNATURES
In accordance with the requirements of the Securities Exchange
Act of 1934, the Registrant caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
QUAZON CORP.
Date: November 11, 1999 By: /S/ Steven D. Moulton
STEVEN D. MOULTON
C.E.O., C.F.O., President
and Director
Date: November 11, 1999 By /S/ Dianne Reed
DIANE REED
Secretary/Treasurer, and
Director
(Principal Accounting
Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL
INFORMATION EXTRACTED FROM THE QUAZON CORP.
FINANCIAL STATEMENTS FOR THE PERIOD ENDED SEPTEMBER
30, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-30-1999
<PERIOD-START> JAN-1-1999
<PERIOD-END> SEP-30-1999
<CASH> 8,422
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 8,422
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 8,422
<CURRENT-LIABILITIES> 26,125
<BONDS> 0
0
0
<COMMON> 3,991
<OTHER-SE> 1,847,740
<TOTAL-LIABILITY-AND-EQUITY> 8,422
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 8,639
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,125
<INCOME-PRETAX> (9,764)
<INCOME-TAX> 0
<INCOME-CONTINUING> (9,764)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (9,764)
<EPS-BASIC> (.00)
<EPS-DILUTED> (.00)
</TABLE>
