FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarter ended: September 30, 2000
Commission file number: 333-80429
Omni Park Pass, Inc. (formerly Asset Servicing Corporation)
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(exact name of registrant as specified in its charter)
Nevada 75-2823489
- ---------------------- ----------
(State of Incorporation) (IRS ID No.)
709-B West Rusk, Suite 580, Rockwall, Texas 75087
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: 972-387-3376
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes [ ] No [ ].
Shares of common stock outstanding at September 30, 2000:
22,391,000
<PAGE>
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION Page Number
Item 1. Financial Statements 1 - 5
Item 2. Managements's Discussion and Analysis
of Financial Condition and Results of Operations 6
PART II - OTHER INFORMATION 8
<PAGE>
<TABLE>
<CAPTION>
OMNI PARK PASS, INC.
BALANCE SHEET
SEPTEMBER 30, 2000
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<S> <C>
ASSETS
CURRENT ASSETS
Cash $ 16,897
Accounts recivable - trade 3,331
Other current assets 28,390
--------------------
Total current assets 48,618
PROPERTY AND EQUIPMENT - net of accumulated
depreciation of $ 1,081 23,417
LICENSE AND SOFTWARE 2,500,000
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TOTAL $ 2,572,035
====================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and other accrued liabilities $ 3,810
Accounts payable - shareholder 17,642
--------------------
Total current liabilities 21,452
STOCKHOLDERS' EQUITY
Common stock $0.001 par value, authorized 50,000,000 shares;
issued and outstanding, 22,391,000 shares 22,391
Additional paid in capital 2,582,917
Accumulated deficit (54,725)
--------------------
Stockholders' equity 2,550,583
--------------------
TOTAL $ 2,572,035
====================
</TABLE>
See notes to financial statements.
1
<PAGE>
STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000
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REVENUE $ 6,636
OPERATING EXPENSES
General and administrative 27,981
Depreciation 1,081
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Total operating expenses 29,062
NET LOSS $ (22,426)
====================
WEIGHTED AVERAGE SHARES OUTSTANDING 22,391,000
====================
LOSS PER SHARE $ (0.00)
====================
See notes to financial statements.
2
<PAGE>
OMNI PARK PASS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
FOR THE PERIOD FROM DECEMBER 15, 1999 (INCEPTION) TO SEPTEMBER 30, 2000
--------------------------------------------------------------------------------
REVENUE $ 6,636
OPERATING EXPENSES
General and administrative 60,280
Depreciation 1,081
--------------------
Total operating expenses 61,361
NET LOSS $ (54,725)
====================
WEIGHTED AVERAGE SHARES OUTSTANDING 20,460,333
====================
LOSS PER SHARE $ (0.00)
====================
See notes to financial statements.
3
<PAGE>
<TABLE>
<CAPTION>
OMNI PARK PASS, INC.
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM DECEMBER 15, 1999 (INCEPTION) TO SEPTEMBER 30, 2000
---------------------------------------------------------------------------------------------------------------------------
Additional
Outstanding Common Paid In Retained
Shares Stock Capital Earnings Total
<S> <C> <C> <C> <C> <C>
Issuance of common stock (inception) 4,500,000 - $ 1,000 $ - $ 1,000
Four for one stock split 13,500,000 - - - -
Subscribed shares - - 50,000 - 50,000
Net loss (32,299) (32,299)
-------------- -------------- --------------- -------------- --------------
BALANCE, JUNE 30, 2000 18,000,000 - $ 51,000 $ (32,299) $ 18,701
============== ============== =============== ============== ==============
Issuance of subscribed shares 50,000 - - - -
Purchase of treasury shares (840,000) - (17,500) - (17,500)
Issuance of common stock 2,285,000 - 2,545,000 - 2,545,000
Effects from reverse merger 2,896,000 22,391 4,417 - 26,808
Net loss - - - (22,426) (22,426)
-------------- -------------- --------------- -------------- --------------
BALANCE, SEPTEMBER 30, 2000 22,391,000 $ 22,391 $ 2,582,917 $ (54,725) $ 2,550,583
============== ============== =============== ============== ==============
</TABLE>
See notes to financial statements.
4
<PAGE>
<TABLE>
<CAPTION>
OMNI PARK PASS, INC.
STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000
-------------------------------------------------------------------------------------------------
<S> <C>
OPERATING ACTIVITIES:
Net loss $ (22,426)
Depreciation 1,081
Cash from (used for) operating working capital:
Accounts receivable (1,041)
Other current assets (28,390)
Accounts payable and other accrued liabilities (29,578)
Accounts payable shareholders 17,642
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Net cash used by operating activities (62,712)
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INVESTING ACTIVITIES - acquisition of property and
equipment (600)
FINANCING ACTIVITIES:
Issuance of common stock 45,000
Purchase of treasury stock (17,500)
-------------------
Net cash provided by financing activities 27,500
INCREASE IN CASH (35,812)
CASH, BEGINNING OF PERIOD 52,709
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CASH, END OF PERIOD $ 16,897
===================
Supplemental Information:
Acquisition of license and software with payable to shareholder $ 2,500,000
===================
Acquisition of Asset Servicing Corporation for stock in reverse merger $ 26,808
===================
</TABLE>
See notes to financial statements.
5
<PAGE>
<TABLE>
<CAPTION>
OMNI PARK PASS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
FOR THE PERIOD FROM DECEMBER 15, 1999 (INCEPTION) TO SEPTEMBER 30, 2000
--------------------------------------------------------------------------------------------------
<S> <C>
OPERATING ACTIVITIES:
Net loss $ (54,725)
Depreciation 1,081
Cash from (used for) operating working capital:
Accounts receivable (3,331)
Other current assets (28,390)
Accounts payable and other accrued liabilities 3,810
Accoutns payable shareholders 17,642
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Net cash used by operating activities (63,912)
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INVESTING ACTIVITIES:
Acquisition of license and software -
Acquisition of property and equipment (24,498)
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Net cash used by investing activities (24,498)
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FINANCING ACTIVITIES - Capital contributions 105,308
INCREASE IN CASH 16,898
CASH, BEGINNING OF PERIOD -
-------------------
CASH, END OF PERIOD $ 16,898
===================
Supplemental Information:
Acquisition of license and software with payable to shareholder $ 2,500,000
===================
</TABLE>
Reverse merger purchase
See notes to financial statements.
6
<PAGE>
Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
Results of Operations
Omni ParkPass, Inc. owns the exclusive world wide license for the
Master Operating Software System (MOSS) for its application for the
entertainment and amusement park industries. In addition, the license allows the
Company to sub-license the intellectual properties to others in the live
entertainment field of use.
The Company designs turnkey software systems for the amusement park and
entertainment industry. We utilize existing systems to the maximum extent
possible and design software that integrates the outputs of existing systems
into an integrated format for use by operators and management of recreational
facilities. Current plans include the development of a debit bracelet that
permits a guest to a recreational facility to access all the features of a
facility on a cashless basis. This includes parking, admission, ride scheduling,
purchase of food and drinks at POS terminals, locate children within the
confines of a facility and take advantage of special functions and offers.
The Company has made presentations demonstrating its system which
controls, operates or interfaces with key park systems allowing park management
to provide better and safer park services at a lower cost per customer. The
Company would provide a park with an integrated, multiple money source
accounting system that permits a cashless environment and convenient Web ticket
purchasing.
The Company is soliciting interest for its systems through the contacts
of its officers and directors and through appearances at trade shows. At this
time the Company has no finalized contracts and it is not known when the first
system might be placed in service.
During the quarter ended September 30, 2000, ParkPass.com, Inc. entered
into a Plan and Agreement of Merger with Asset Servicing Corporation (ASC) which
was ratified by the shareholders on July 21, 2000. At the effective time of the
merger, the separate existence of the Company ceased and it was merged into ASC,
the surviving corporation which changed its name to Omni Park Pass.com, Inc. The
name was subsequently changed to Omni Park Pass, Inc. (OPPI). None of the shares
of ASC common stock (of which there were 2,896,000 outstanding) were converted
as a result of the merger, but all of such shares remained issued shares of
common stock of OPPI. Each of the common stock shares of ParkPass issued and
outstanding were converted into and became one share of OPPI. The directors of
ParkPass became the directors of OPPI. Due to the fact that the shareholders of
ParkPass were the majority shareholders of OPPI, the purchase was accounted for
using the purchase method of accounting as a reverse merger.
As a result of the reverse merger, the financial statements of OPPI
reflect the operations of ParkPass through the date of the reverse merger.
Comparative financials are not presented since ParkPass was incorporated on
December 15, 1999, and had no prior year operations in the third quarter of last
year.
7
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
The Company is not involved in any legal proceedings.
Item 2. Changes in Securities.
Registrant has made no changes in its securities.
Item 3. Defaults Upon Senior Securities.
Registrant has no senior securities and accordingly no
defaults.
Item 4. Submission of Matters to a Vote of Security Holders.
Registrant submitted the matter of the merger between Asset Servicing
Corporation and Park Pass.com, Inc. to its stockholders on July 21, 2000. The
name was changed to Omni Park Pass, Inc.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K.
Registrant filed a Form 8-K to report the merger between Asset
Servicing Corporation and Park Pass.com, Inc. and the change in control of the
Registrant.
8
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Omni Park Pass, Inc.
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(Registrant)
BY: /s/ Cleveland Smith
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Cleveland Smith
Its: President
DATE: November 17, 2000
Dallas, Texas
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