UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period 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:
The Regency Group Limited
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
88-0416790
(I.R.S. Employer Identification No.)
201 LOMAS SANTA FE SUITE 340,
SOLONA BEACH, CA
(Address of principal executive offices)
92075
(Zip Code)
(714)435-0900
(Registrant's telephone number, including area code)
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.:
4,618,750
<PAGE>
The Regency Group Limited, Inc.
(A Development Stage Company)
BALANCE SHEET
(unaudited)
AS AT
September 30, 1999, June 30, 1999,
September 30 1999 June 30 1999
ASSETS
CURRENT ASSETS
Cash $8,189.51 $45,685.79
Other Current Assets $0.00 $0.00
Total Current Assets $8,189.51 $45,685.79
PROPERTY AND EQUIPMENT
Computer Equipment $4,872.29 $5,128.73
(Net of Depreciation)
Total Property and Equipment $4,872.29 $5,128.73
TOTAL ASSETS $13,061.80 $50,814.52
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payable $0.00 $0.00
Total Current Liabilities $0.00 $0.00
OTHER LIABILITIES $0.00 $0.00
EQUITY
Capital Stock $4,619.00 $4,619.00
Additional Paid In Capital $123,131.00 $123,131.00
Retained Earnings (Deficit) ($114,688.20) ($76,935.48)
Total Stockholders' Equity $13,061.80 $50,814.52
TOTAL LIABILITIES AND OWNERS' $13,061.80 $50,814.52
EQUITY
See accompanying Notes to Financial Statements
-1-
<PAGE>
The Regency Group Limited, Inc.
(A Development Stage Company)
STATEMENT OF OPERATIONS
(unaudited)
for Three-Month Periods Ended September 30, 1999 and June 30, 1999,
and
the Period from February 1, 1999 (Date of Inception)
to September 30, 1999
Three Months Three Months February 1, 1999
Ending Ending (Date of Inception)
September 30,1999 June 30,1999 to September 30,1999
- ----------------------- ----------------- ------------- --------------------
REVENUE
Services $2,666.00 $0.00 $2,666.00
COSTS AND EXPENSES
Selling, General $40,162.28 $51,230.48 $116,897.76
and Administrative
Depreciation $256.44 $0.00 $256.44
Organization Costs $0.00 $0.00 $200.00
Total Costs and Expenses $40,418.72 $51,230.48 $117,354.20
Net Ordinary Income (Loss) ($37,752.72) ($51,230.48) ($114,688.20)
Weighted average number of
common shares outstanding 4,618,750 4,618,750 4,618,750
Net Loss Per Share (Basic) ($0.01) ($0.01) ($0.02)
Net Loss Per Share (Diluted) ($0.01) ($0.01) ($0.02)
See accompanying Notes to Financial Statements
-2-
The Regency Group Limited, Inc.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
(unaudited)
for Three-Month Periods Ended September 30, 1999 and June 30, 1999,
and
the Period from February 1, 1999 (Date of Inception)
to
April 7, 1999
Three Months Three Months February 1, 1999
Ending Ending (Date of Inception)
September 30, 1999 June 30, 1999 to September 30, 1999
CASH FLOWS FROM
OPERATING ACTIVITIES
Cash received from $2,666.00 $0.00 $2,666.00
customers
Cash provided by $2,666.00 $0.00 $2,666.00
Operating Activities
Cash paid to $40,162.28 $51,230.48 $116,897.76
suppliers and employees
Cash disbursed for $40,162.28 $51,230.48 $116,897.76
Operating Activities
Net Cash Flow used in ($37,496.28) ($51,230.48) ($114,231.76)
Operating Activities
CASH FLOWS FROM
INVESTING ACTIVITIES
Purchase of plant assets $0.00 $5,128.73 $5,128.73
Net Cash Flow used by $0.00 ($5,128.73) ($5,128.73)
Investing Activities
CASH FLOWS FROM
FINANCING ACTIVITIES
Issuance of Capital Stock $0.00 $0.00 $127,750.00
Cash disbursed for $0.00 $0.00 ($200.00)
organization costs
Net Cash provided $0.00 $0.00 $127,550.00
by Financing Activities
Net increase (decrease) ($37,496.28) ($56,359.21) $8,189.51
in cash
Cash balance at $45,685.79 $102,045.00 $0.00
the beginning of period
Cash balance at $8,189.51 $45,685.79 $8,189.51
the end of period
See accompanying Notes to Financial Statements
-3-
<PAGE>
NOTES TO UNAUDITED FINANCIAL STATEMENTS
September 30, 1999
NOTE 1- HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized February 1, 1999(Date of Inception) under the laws of
the State of Nevada, as The Regency Group Limited, Inc. (The Company) has no
operations and in accordance with SFAS #7, the Company is considered a
development stage company.
On February 3, 1999, the company issued 4,000,000 Shares of its $.00l Par value
common stock for cash of $4,000.00.
In April of 1999, the Company completed a offering that was exempt from
federal registration pursuant to Regulation D, Rule 504 of the Securities Act of
1933 as amended, and exemptions from state registration pursuant to various
state security transaction exemptions. The Company sold 618,750 shares of Common
Stock at a price of $.20 per share for a total amount raised of $123,750.00. The
Company received cash in the amount of $96,650.00 and extinguished an existing
liability in the amount of $27,500.00
NOTE 2- ACCOUNTING POLICIES AND PROCEDURES
Accounting polices and procedures have not been determined except as follows:
1. The Company uses the accrual method of accounting.
2. Per SOP 98-5, the cost of organization, $200.00 , was expensed as incurred.
3. Earnings per share is computed using the weighted average number of shares of
common stock outstanding.
4. The Company has not yet adopted any policy regarding payment of dividends. No
dividends have been paid since inception.
5. The cost of equipment is depreciated over the estimated useful life of the
equipment utilizing the straight line method of deprecation.
6. The Company will review its need for a provision for federal income tax on a
quarterly basis.
7. Cash and cash equivalents include highly liquid investments purchased with a
remaining maturity of three months or less. Such investments are carried at
cost, which approximates fair value, due to the short period of time until
maturity.
-4-
<PAGE>
NOTES TO UNAUDITED FINANCIAL STATEMENTS
September 30, 1999
NOTE 3- 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. Management anticipates that the Company's funds as of September 30,
1999 will be sufficient to provide the Company's capital needs for the next
approximately six (6) months to twelve (12) months. However, with no current
regular source of regular revenue, it would be unlikely for the Company to
continue as a going concern after that period without realization of additional
capital. It is management's plan to seek additional capital through a State of
Nevada registered public offering of securities pursuant to Chapter 90.490 of
the Nevada revised statutes. . There can be no assurance, however, that the
company would be able to raise any funds through such offering.
NOTE 4- RELATED PARTY TRANSACTION
The Company neither owns nor leases any real or personal property. Office
services are provided without charge by a director. Such costs are immaterial
to the financial statements and, accordingly, have not been reflected therein.
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.
NOTE 5- WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional shares of
common stock.
-5-
<PAGE>
Item 2. Management's Discussion and Plan of Operation
A. Management's Plan of Operation
(1) In its initial approximately eight (8) month operating period ended
September 30, 1999, the Company incurred a net loss of $114,688.20 for selling,
general and administrative expenses related to start-up operations. It has yet
to receive any significant revenues from operations. In the three (3) month
operating period ending September 30, 1999, the Company generated $2,666.00 in
revenues. On February 3, 1999, two (2) founding shareholders purchased 4,000,
000 shares of the Company's authorized treasury stock for cash. This original
stock offering was made pursuant to Section 4(2) of the Securities Act of 1933,
as amended. Additionally, in April of 1999, the Company completed an offering of
six hundred eighteen thousand seven hundred fifty (618,750) shares of the Common
Stock of the Company to approximately thirty-two (32) unaffiliated shareholders.
This offering was made in reliance upon an exemption from the registration
provisions of the Securities Act of 1993, as amended, pursuant to Regulation D,
Rule 504 of the Act. As of the date of this filing, the Company has four million
six hundred eighteen thousand seven hundred fifty (4,618,750) shares of its
$0.001 par value common voting stock issued and outstanding which are held by
approximately thirty four (34) shareholders of record. Management fully
anticipates that the proceeds from the sale of all of the Common Shares sold in
the public offering delineated above will be sufficient to provide the Company's
capital needs for the next approximately six (6) months to twelve (12) months.
The Company currently has no arrangements or commitments for accounts and
accounts receivable financing. There can be no assurance that any such financing
can be obtained or, if obtained, that it will be on reasonable terms. 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.
This is a development stage company. The Company believes that its initial
revenues will be primarily dependent upon the Company's ability to cost-
effectively and efficiently provide information and marketing services to
companies seeking assistance and guidance to gain maximum exposure on the
Internet. The Company designates as its priorities for the first six (6) to
twelve (12) months of operations as developing and marketing its services to
establish its operations in the information and marketing services market.
Realization of sales of the Company's products, services and/or technology
during the fiscal year ending December 31, 1999 is vital to its plan of
operations. There can be no assurance that the Company will be able to compete
successfully or that the competitive pressures the Company may face will not
have a material adverse effect on the Company's business, results of operations
and financial condition. Additionally, a superior competitive technology,
service or product could force the Company out of business. As of September 30,
1999, the Company has generated $2,666.00 in revenues. In addition, the Company
may not generate any significant revenues for the next six (6) to twelve (12)
months.
(2) No engineering, management or similar report has been prepared or provided
for external use by the Company in connection with the offer of its securities
to the public.
(3) Management believes that the Company's future growth and success will be
largely dependent on its ability to develop or acquire products and technology
to meet the evolving needs of its prospective customers. The Company believes
that the long-term success of its product offerings and technology will not
require substantial research and development.
As of September 30, 1999, the Company has incurred product development costs of
$6,388.58. The Company does not anticipate incurring any further research and
development costs through the fiscal and calendar year ending December 31, 1999.
(4) The Company currently does not expect to purchase or sell any of its
facilities or equipment.
(5)Management does not anticipate any significant changes in the number of
employees over the next approximately six (6) to twelve (12) months.
B. Segment Data
As of September 30, 1999, sales revenue of $2,666.00 has been generated by the
Company. Accordingly, no table showing percentage breakdown of revenue by
business segment or product line is included.
-6-
<PAGE>
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.
The Regency Group Limited, Inc.
(Registrant)
Date: Wednesday, December 15, 1999
By___________________________
/s/H. Steven Bonenberger, President and Chief Executive Officer
By___________________________
/s/Merrill Moses, Vice-President
By___________________________
/s/Kathy Hedlund, Secretary and Treasurer
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> SEP-30-1999
<CASH> 8190
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 8190
<PP&E> 4872
<DEPRECIATION> 0
<TOTAL-ASSETS> 13062
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 4619
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 13062
<SALES> 2666
<TOTAL-REVENUES> 2666
<CGS> 40162
<TOTAL-COSTS> 40419
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (37752)
<INCOME-TAX> 0
<INCOME-CONTINUING> (37752)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (37752)
<EPS-BASIC> (0.01)
<EPS-DILUTED> (0.01)
</TABLE>
