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: 000-28053
INVESTMENT ASSOCIATES, INC.
(Exact name of small business issuer as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
98-0204280
(IRS Employer Identification No.)
1456 St. Paul Street
Suite 104
Kelowna, British Columbia
(Address of principal executive offices)
V1Y 2E6
(Zip Code)
(250) 868-8177
(Issuer's Telephone Number)
1460 Pandosy Street
Suite 106
Kelowna, British Columbia V1Y 2E6
(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 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 1,000,000 shares.
<PAGE>
PART I
ITEM 1. FINANCIAL STATEMENTS.
The unaudited financial statements for the nine 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 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 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.
2
<PAGE>
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.
Because the Company presently has nominal overhead or other material
financial obligations, management of the Company believes that the Company's
short term cash requirements can be satisfied by management injecting whatever
nominal amounts of cash into the Company to cover these incidental expenses.
There are no assurances whatsoever that any additional cash will be made
available to the Company through any means.
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.
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.
3
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K -
(a) Exhibits
EX-27 Financial Data Schedule
(b) Reports on Form 8-K
None.
4
<PAGE>
INVESTMENT ASSOCIATES, INC.
(A Development Stage Company)
Index to Financial Statements
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements*
Page
------
Condensed balance sheet, June 30, 2000 (unaudited) .................... 2
Condensed statements of operations for the three months ended
June 30, 2000 and 1999, for the nine months ended June 30,
2000 and 1999, and from July 18, 1997 (inception) through
June 30, 2000 (unaudited) .......................................... 3-4
Condensed statements of cash flows for the nine months ended
June 30, 2000 and 1999, and from July 18, 1997 (inception)
through June 30, 2000 (unaudited) .................................. 5
Notes to condensed financial statements ............................... 6-7
*The accompanying condensed financial statements are not covered by an
Independent Certified Public Accountant's report
1
5
<PAGE>
INVESTMENT ASSOCIATES, INC.
(A Development Stage Company)
CONDENSED BALANCE SHEET
(Unaudited)
June 30, 2000
ASSETS
TOTAL ASSETS $ -
=========
LIABILITIES
Accounts payable and accrued liabilities $ 450
---------
TOTAL LIABILITIES $ 450
=========
SHAREHOLDERS' (DEFICIT)
Preferred stock, $.001 par value, 25,000,000 shares
authorized, -0- shares issued and
outstanding (See Note B) -
Common stock, $.001 par value, 75,000,000 shares
authorized, 1,000,000 (restated) shares issued and
outstanding (See Note B) 1,000
Additional paid-in capital 12,949
Deficit accumulated during the development stage (14,399)
---------
TOTAL SHAREHOLDERS' (DEFICIT) $ (450)
---------
TOTAL LIABILITIES AND SHAREHOLDERS' (DEFICIT) $ -
=========
See accompanying notes to condensed financial statements
2
6
<PAGE>
<TABLE>
INVESTMENT ASSOCIATES, INC.
(A Development Stage Company)
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
<CAPTION>
Three Months Ended
------------------------
June 30, June 30,
2000 1999
----------- -----------
<S> <C> <C>
COSTS AND EXPENSES
Legal fees $ 280 $ -
Accounting fees 250 -
Licenses and fees 200 335
Stock-based compensation for
organizational costs (Note B) - -
----------- -----------
LOSS FROM OPERATIONS (730) (335)
----------- -----------
INCOME TAX BENEFIT (EXPENSE) (NOTE C)
Current tax benefit 139 64
Deferred tax expense (139) (64)
----------- -----------
NET LOSS $ (730) $ (335)
=========== ===========
BASIC AND DILUTED
LOSS PER COMMON SHARE $ * $ *
=========== ===========
BASIC AND DILUTED WEIGHTED AVERAGE
COMMON SHARES OUTSTANDING (Note D) 1,000,000 1,000,000
=========== ===========
* Less than .01 per share
See accompanying notes to condensed financial statements
</TABLE>
3
7
<PAGE>
<TABLE>
INVESTMENT ASSOCIATES, INC.
(A Development Stage Company)
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
<CAPTION>
July 18, 1997
Nine Months Ended (inception)
------------------------ Through
June 30, June 30, June 30,
2000 1999 2000
----------- ----------- -----------
<S> <C> <C> <C>
COSTS AND EXPENSES
Legal fees $ 10,384 $ - $ 10,384
Accounting fees 857 - 2,480
Licenses and fees 200 335 535
Stock-based compensation for
organizational costs (Note B) - - 1,000
----------- ----------- -----------
LOSS FROM OPERATIONS (11,441) (335) (14,399)
----------- ----------- -----------
INCOME TAX BENEFIT (EXPENSE) (NOTE C)
Current tax benefit 2,178 64 2,741
Deferred tax expense (2,178) (64) (2,741)
----------- ----------- -----------
NET LOSS $ (11,441) $ (335) $ (14,399)
=========== =========== ===========
BASIC AND DILUTED
LOSS PER COMMON SHARE $ (0.01) $ * $ (0.01)
=========== =========== ===========
BASIC AND DILUTED WEIGHTED AVERAGE
COMMON SHARES OUTSTANDING (Note D) 1,000,000 1,000,000 1,000,000
=========== =========== ===========
* Less than .01 per share
See accompanying notes to condensed financial statements
</TABLE>
4
8
<PAGE>
<TABLE>
INVESTMENT ASSOCIATES, INC.
(A Development Stage Company)
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
<CAPTION>
July 18, 1997
Nine Months Ended (inception)
------------------------ Through
June 30, June 30, June 30,
2000 1999 2000
----------- ----------- -----------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net Loss $ (11,441) $ (335) $ (14,399)
Non-cash transactions:
Stock-based compensation for
organizational costs (Note B) - - 1,000
Third party expenses paid by
affiliate on behalf of the
company, recorded as additional
paid-in capital 12,614 335 12,949
Changes in operating assets and
liabilities:
Accounts payable and
accrued liabilities (1,173) - 450
----------- ----------- -----------
NET CASH (USED IN)
OPERATING ACTIVITIES - - -
----------- ----------- -----------
INVESTING ACTIVITIES - - -
----------- ----------- -----------
NET CASH PROVIDED BY
INVESTING ACTIVITIES - - -
----------- ----------- -----------
FINANCING ACTIVITIES - - -
----------- ----------- -----------
NET CASH PROVIDED BY
FINANCING ACTIVITIES - - -
----------- ----------- -----------
NET CHANGE IN CASH - - -
Cash, beginning of period - - -
----------- ----------- -----------
CASH, END OF PERIOD $ - $ - $ -
=========== =========== ===========
SUPPLEMENTAL DISCLOSURE OF CASH
FLOW INFORMATION:
Cash paid during the period for:
Interest $ - $ - $ -
=========== =========== ===========
Income taxes $ - $ - $ -
=========== =========== ===========
Non-cash financing activities:
1,000,000 shares common stock
issued for services $ - $ - $ 1,000
=========== =========== ===========
See accompanying notes to condensed financial statements
</TABLE>
5
9
<PAGE>
INVESTMENT ASSOCIATES, INC.
(A Development Stage Company)
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
NOTE A: BASIS OF PRESENTATION
The condensed financial statements presented herein have been prepared by the
Company in accordance with the accounting policies in its audited financial
statements for the year ended September 30, 1999 as filed in its form 10-SB on
November 12, 1999 and should be read in conjunction with the notes thereto. The
Company entered the development stage in accordance with Statement of Financial
Accounting Standard ("SFAS") No. 7 on July 18, 1997 and is a "blank check"
company with the purpose to evaluate, structure and complete a merger with, or
acquisition of, a privately owned corporation.
In the opinion of management, all adjustments (consisting only of normal
recurring adjustments) which are necessary to provide a fair presentation of
operating results for the interim period presented have been made. The results
of operations for the periods presented are not necessarily indicative of the
results to be expected for the year.
Interim financial data presented herein are unaudited.
NOTE B: RELATED PARTY TRANSACTIONS
The Company has issued an officer 1,000,000 shares of common stock in exchange
for services related to management and organization costs of $1,000. The officer
will provide administrative and marketing services as needed. The officer may,
from time to time, advance to the Company any additional funds that the Company
needs for costs in connection with searching for or completing an acquisition or
merger.
The Company does not maintain a checking account and all expenses incurred by
the Company are paid by an affiliate. For the three months ended June 30, 2000
the Company incurred legal expense of $280, accounting expense of $250, and
license and fees expense of $200. For the nine months ended June 30, 2000 the
Company incurred legal expense of $10,384, accounting expense of $857, and
licenses and fees expense of $200. The affiliate does not expect to be repaid
for the expenses it pays on behalf of the Company. Accordingly, as the expenses
are paid, they are classified as additional paid-in capital.
NOTE C: INCOME TAXES
The Company records its income taxes in accordance with Statement of Financial
Accounting Standard No. 109, "Accounting for Income Taxes". The Company incurred
net operating losses during the periods shown on the condensed financial
statements resulting in a deferred tax asset, which was fully allowed for,
therefore the net benefit and expense result in $-0- income taxes.
6
10
<PAGE>
INVESTMENT ASSOCIATES, INC.
(A Development Stage Company)
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
NOTE D: FORWARD STOCK SPLIT
Effective October 6, 1999, the shareholders approved a forward split of common
stock of one thousand shares in exchange for each share of common stock
(1,000:1) held. The accompanying financial statements have been retroactively
restated to give effect to the forward stock split for all periods presented.
7
11
<PAGE>
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.
INVESTMENT ASSOCIATES, INC.
(Registrant)
Dated: August 3, 2000
By: s/Robert Hemmerling
---------------------------------
Robert Hemmerling,
Secretary/Treasurer
12
<PAGE>
INVESTMENT ASSOCIATES, 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..............................................14
13
