<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended: September 30, 1999
--------------------------------
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from to
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Commission File No. 0-26049
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Paddington Inc.
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(Exact name of small business issuer as
specified in its charter)
Delaware 59-2159951
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(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
Suite E, 15/F, Ho Lee Commercial Building, 40 D'Aguilar Street, Central,
Hong Kong or c/o Registered Agents, Ltd., 1220 North Market Street,
Suite 606, Wilmington, DE 19801
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(Address of principal executive offices)
(852) 2523-5522 or (302) 421-5750
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(Issuer's telephone number)
Not Applicable
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(Former name, former address and former fiscal year, if changed since last
report.)
Check whether the issuer (1) filed all reports required to be filed by
section 13 or 15(d) of the Exchange Act 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
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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 practical date:
6,000,000 common stock, $.0001 par value
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Transitional Small Business Disclosure Format (check one).
Yes No X
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<PAGE> 2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial reporting and pursuant to the rules and regulations of the
Securities and Exchange Commission. While these statements reflect all normal
recurring adjustments which are, in the opinion of management, necessary for
fair presentation of the results of the interim period, they do not include
all of the information and footnotes required by generally accepted accounting
principles for complete financial statements. For further information, refer
to the financial statements included in the Company's registration statement
filed on Form 10-SB on May 12,1999, as amended on June 1, 1999.
<PAGE> 3
PADDINGTON INC.
(a development stage company)
BALANCE SHEET AS OF SEPTEMBER 30, 1999
<TABLE>
<CAPTION>
April 30, September 30,
1999 1999
Unaudited
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Assets
<S> <C> <C>
Current assets
Cash and cash equivalents $ 600 $ 600
-------- -------
Total current assets $ 600 $ 600
======== =======
capital assets -0- -0-
Other assets -0- -0-
Excess of purchase paid over book values -0- -0-
Security deposits -0- -0-
-------- -------
Total other assets -0- -0-
-------- -------
Total assets $ 600 $ 600
======== =======
Liability and Stockholders' Equity
Current liabilities
Accounts payable and accrued expenses -0- -0-
-------- -------
Total liabilities -0- -0-
======== =======
Stockholders equity
Common stock-$.0001 par value,
authorized 120,000,000 shares
The number of shares outstanding
at September 30, 1999 was 6,000,000 $ 600 $ 600
Additional paid in capital
Accumulated deficit during development stage -0- -0-
-------- -------
Total stockholders equity $ 600 $ 600
-------- -------
Total liabilities and stockholders equity $ 600 $ 600
======== =======
</TABLE>
<PAGE> 4
PADDINGTON INC.
(a development stage company)
CONSOLIDATED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
For the
For the year For the year quarter
ended ended ended
December 31, December 31, Sept. 30,
1997 1998 1999
Unaudited
------------ ------------- ----------
<S> <C> <C> <C>
Income $ -0- $ -0- $ -0-
Costs of goods sold -0- -0- -0-
----- ----- ----------
Gross profit -0- -0- -0-
operations:
General and
administration -0- -0- -0-
Depreciation and
amortization -0- -0- -0-
----- ----- ----------
Total expense
Net Profit (Loss)
from operations $ (0) $ (0) $ (0)
Net income per
share-basic $ (0) $ (0) $ (0)
Total number of
shares outstanding -0- -0- 6,000,000
</TABLE>
<PAGE> 5
PADDINGTON INC.
(a development stage company)
CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
For the
For the year For the year quarter
ended ended ended
December 31, December 31, Sept. 30,
1997 1998 1999
Unaudited
------------ ------------ ---------
<S> <C> <C> <C>
Cash Flows from Operating Activities
Net profit (loss) $0 $0 $ 0
Depreciation and amortization 0 0 0
Non-cash transactions
officer loans 0 0 0
Total Cash Flows from Operations 0 0 0
Cash Flows from Financing Activities 0 0 0
Sale of stock 0 0 $600
Total Cash Flows from Financing Activities 0 0 $600
Cash Flows from Investing Activities
Capital assets 0 0 0
Loan receivable
Security deposit 0 0 0
Total Cash Flows from Investing Activities 0 0 0
Net Increase (Decrease) in Cash 0 0 $600
Cash Balance Beginning of Period 0 0 0
Cash Balance End of Period 0 0 $600
</TABLE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
1. Forward-Looking Statements
The statements contained in this Report on Form 10-QSB that are not
historical facts are forward-looking statements (as such term is defined in
the Private Securities Litigation Reform Act of 1995) that involve risks and
uncertainties. Such forward-looking statements may be identified by, among
other things, the use of forward-looking terminology such as "believes,"
"expects," "may," " should" or "anticipates" or the negative thereof or other
variations thereon or comparable terminology, or by discussions of strategy
that involve risks and uncertainties. From time to time, the Company or its
representatives have made or may make forward-looking statements, orally or
in writing. Such forward-looking statements may be
<PAGE> 6
included in various filings made by the Company with the Securities and
Exchange Commission (the "SEC"), or press releases or oral statements made by
or with the approval of an authorized executive officer of the Company. These
forward-looking statements, such as statements regarding anticipated future
revenues, capital expenditures, Year 2000 compliance and other statements
regarding matters that are not historical facts, involve predictions. The
Company's actual results, performance or achievements could differ materially
from the results expressed in, or implied by, these forward-looking
statements. Potential risks and uncertainties that could affect the Company's
future operating results include, but are not limited to: (i) economic
conditions, including economic conditions related to entry into any new
business venture; (ii) the availability of equipment from the Company's
vendors at current prices and levels; (iii) the intense competition in the
markets for the Company's new products and services; (iv) the Company's
ability to integrate acquired companies and businesses in a cost-effective
manner; (v) the Company's ability to effectively implement its branding
strategy; and (vi) the Company's ability to develop, market, provide, and
achieve market acceptance of new service offerings to new and existing
clients.
2. Development stage activities.
The Company has been a development stage enterprise since its
incorporation on March 29, 1999 and for the three months ended September 30,
1999. During this period, management had devoted the majority of its efforts
to registering with the Securities and Exchange Commission pursuant to
Sections 12(b) or (g) of the Securities Exchange Act of 1934 (the "Exchange
Act"). These activities were funded by the Company's management aggregating
$31,279 through September 30, 1999. The Company has not expended any funds to
September 30, 1999. The Company has not yet generated sufficient revenues
during its limited history to fund its expenses.
3. Results of operations for the period from June 30, 1999 through September 30,
1999
For the quarterly period from June 30, 1999 through September 30,
1999, the Company generated net sales of approximately $-0-.
The Company's gross profit on sales was approximately -0-% for the
quarterly period from June 30, 1999 through September 30, 1999.
The Company's overhead costs aggregated approximately $-0- for the
quarterly period from June 30, 1999 through September 30, 1999.
4. Liquidity and capital resources.
The Company has retained the same liquidity of $600 from the previous
quarterly report of June 30, 1999.
The Company did not expend any funds from June 30, 1999 through September
30, 1999 because the Company's management funded all expenditures during this
period.
The accompanying financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. The Company
incurred net losses of $0 for the period from June 30, 1999 to September 30,
1999. These factors indicate that the Company's continuation as a going
<PAGE> 7
concern is dependent upon its ability to obtain adequate financing. The
Company will require substantial additional funds to finance its business
activities on an ongoing basis and will have a continuing long-term need to
obtain additional financing. The Company plans to engage in such ongoing
financing efforts on a continuing basis.
RESULTS OF OPERATIONS
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
The Company did not file a report on Form 8-K during the three months ended
September 30, 1999.
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Paddington Inc.
(Registrant)
Date: November 5, 1999 By: /s/ King-Kwok Yu
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Director, President, Treasurer, Secretary
And Controller
By: /s/ Richard C. K. Wong
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Director and Vice-Chairman
By: /s/ Hardy K. C. Lok
-----------------------------
Director and Chairman of the Board
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from financial
statements for the three month period ended September 30, 1999 and is qualified
in its entirety by reference to such financial statements.
</LEGEND>
<CIK>0001086239
<NAME> PADDINGTON INC.
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JUN-30-1999
<PERIOD-END> SEP-30-1999
<CASH> 600
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 600
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 600
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 6,000,000
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 600
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
