SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10QSB
Quarterly Report under Section 13 or 15(d) of
the Securities Exchange Act of 1934
For Quarter Ended Commission File Number
----------------- ----------------------
September 30, 2000 000-26855
GENUS INTERNATIONAL CORPORATION
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(Exact name of registrant as specified in its charter)
Wyoming 74-2960356
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(State of incorporation) (I.R.S. Employer
Identification No.)
1237 South Val Vista Drive, Mesa, Arizona 85204
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (480) 807-1235
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 the filing
requirements for at least the past 90 days.
Yes X No
----- ------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
2,082,971 common shares as of September 30, 2000
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<TABLE>
<CAPTION>
GENUS INTERNATIONAL CORP
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
September 30, 2000 and December 31, 1999
ASSETS
<S> <C> <C>
September 30, 2000 December 31, 1999
Current Assets
Checking $ 71
Prepaid Expenses 6,500
Notes Receivable 3,214
---------------- ------------------
Total Current Assets 9,785 0
Property and Equipment 100,102
Licenses, Patents and Trademarks 2,150,000
Accum. Depreciation (57,597)
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Other Assets 2,192,505 0
Goodwill 310,000
Purchase of Public Shell& Start-Up Costs 456,822
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Total Other Assets 766,822 0
Total Assets $ 2,969,112 0
================ ==================
LIABILITIES AND CAPITAL
Current Liabilities
Accounts Payable $ 165,875 0
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Total Current Liabilities 165,875 0
Long-Term Liabilities
Note Payables 1,926,333 30,120
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Total Liabilities 2,092,208 30,120
Stockholders Equity
Common Stock, $.001 par value, 2,082,971 shares
issued and outstanding, and no par value,
1,278,480 shares issued and outstanding
respectively 0 0
Additional Paid-in Capital 1,150,119 0
Accumulated Deficit (273,215) (30,120)
---------------- ------------------
Stockholders Equity 876,904 (30,120)
Total Liabilities and Stockholders Equity 2,969,112 0
================ ==================
</TABLE>
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<TABLE>
<CAPTION>
GENUS INTERNATIONAL CORP
(A Development Stage Company)
CONSOLIDATED INCOME STATEMENT
(UNAUDITED)
<S> <C> <C> <C> <C>
Nine Months Ended Three Months Ended
September 30 September 30
2000 1999 2000 1999
Sales 17,500 0 17,500 0
-------- ---------- ---------- -------
Cost of Sales 0 0 0 0
-------- ---------- ---------- -------
Gross Profit 17,500 0 17,500 0
Selling and Administrative 260,595 1,025 211,124 1,000
Other Income (Expenses) Net
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Net Income (Loss) Before Taxes (243,095) (1,025) (193,624) (1,000)
Provision for Income Taxes
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Net Income (Loss) (243,095) (1,025) (193,624) (1,000)
========= ========== ========== ========
Net Income (Loss) Per Share (0.12) (0.001) (0.09) (0.001)
========= ========== ========== ========
Average No. of Shares
Outstanding 2,082,971 1,278,480 2,082,971 1,278,480
-------- ---------- ---------- ---------
</TABLE>
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<TABLE>
<CAPTION>
GENUS INTERNATIONAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
(UNAUDITED)
<S> <C> <C>
Nine Months Ended
September 30
2000 1999
CASH FLOW FROM OPERATING ACTIVITIES
Net Income (Loss) $(243,095) (1025)
Changes in assets and liabilities 74,788
Increase (Decrease) in accounts payable 133,754 (1025)
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CASH PROVIDED (USED) BY OPERATING ACTIVITIES (32,553) (1025)
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CASH FLOW FROM INVESTING ACTIVITIES (3,016,924) -
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NET CASH PROVIDED BY (USED IN)
INVESTING ACTIVITIES: (3,016,924) -
CASH FLOW FROM FINANCING ACTIVITIES
Additional Paid in Capital 1,120,000 -
Notes Payable 1,929,548 -
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CASH FLOW PROVIDED FROM FINANCING ACTIVITY 3,049,548 -
NET INCREASE (DECREASE) IN CASH 71 (1025)
CASH AT BEGINNING OF YEAR 0 1331
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CASH AT END OF YEAR 71 306
=========== ======
</TABLE>
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<TABLE>
<CAPTION>
GENUS INTERNATIONAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES TO STOCKHOLDERS EQUITY
AS OF SEPTEMBER 30, 2000
(UNAUDITED)
<S> <C> <C> <C> <C>
Common Stock Accumulated
Shares Amount (deficit) Total
Balance January 1, 2000 1,278,480 - $ (30,120) $ (30,120)
Net Loss (411) (411)
Shares Issued 354,491 - -
-------------- ---------- --------------- ---------------
Balance June 30, 2000 1,632,971 $ - $ (30,531) $ (30,531)
============== ========== =============== ===============
Net Loss (243,095) (243,095)
Shares Issued Sept 29, 2000 450,000
-------------- ---------- --------------- ---------------
Balance September 30, 2000 2,082,971 $ - $ (273,626) $ (273,626)
</TABLE>
<PAGE>
GENUS INTERNATIONAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
Note 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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Organization
------------
The Company was incorporated on April 17, 1997, in the state of
Wyoming. The Company is in the development stages and was organized for the
purpose of general investing. The Company's fiscal year end is December 31. The
financial statements are presented on the accrual basis of accounting.
In the second quarter of 2000, the Company acquired 100% of the
issued and outstanding common stock of Phillips 44, Inc., a Wyoming corporation,
and thereby redomiciled the Company but retained the name Genus International
Corporation.
On September 29, 2000, the Company acquired all of the issued and
outstanding stock of Genus Technology Corporation, consisting of 1,000 shares of
common stock, in exchange for 450,000 shares of common stock of the Company. The
accompanying financial statements reflect the consolidated financial operations
of the Company and its subsidiary, Genus Technology Corporation.
The accompanying financial statements have been prepared on the
going concern basis, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. The Company's
continuation as a going concern is dependent on its ability to generate
sufficient cash flows to meet its obligation on a timely basis, to raise
additional capital as may be required, and ultimately to attain successful
operations. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
Basis of Presentation
---------------------
The Company is primarily engaged in computer technology, emphasizing
smart card technology. The authorized capital stock of the corporation is
50,000,000 shares of common stock at $.001 par value. There is no preferred
stock authorized or issued.
Cash and Cash Equivalent
------------------------
The Company considers all highly-liquid debt instruments, purchased
with an original maturity of three months or less, to be cash equivalents.
Revenue Recognition
-------------------
Revenue is recognized when earned and expenses are recognized when
they occur.
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
<PAGE>
GENUS INTERNATIONAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.
Net Loss Per Share
------------------
Net loss per share is based on the weighted average number of common
shares and common shares equivalents outstanding during the period.
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS FOR THE NINE MONTH PERIOD ENDED September 30, 2000
COMPARED TO SAME PERIOD ENDED September 30, 1999.
The Company had revenues of $17,500 in the period in 2000, compared
to no revenues in the same period of 1999. The Company was developing its
business plan during the period and completing the final steps of the merger
with Phillips 44, Inc. The Company had expenses of $260,595.03 in the period in
2000 and $1025 in 1999. The net loss was ($243,095.03) in 2000 and ($1,025) in
1999.
The loss per share for the nine month period was ($.12) in 2000 and ($.001)
in 1999.
RESULTS OF OPERATIONS FOR THE QUARTER ENDED September 30, 2000 COMPARED TO THE
SAME QUARTER IN 1999.
The Company had revenues of $17,500 in the quarter in 2000 and had
no revenues for the same quarter in 1999. The Company incurred expenses of
$211,123.97 in the quarter in 2000 and $1,000 for the period in 1999. The
Company had a loss of $193,623.97 for the quarter in 2000 and had a loss of
$1,000 for the same quarter in 1999. There was a loss per share of ($.09) for
the quarter in 2000 and a loss per share of ($.001) for the same quarter in
1999.
The Company expects to continue to generate losses in the future quarters
as it attempts to start up and develop its business plan. Those losses could be
significant and may exceed several hundred thousand dollars per quarter. There
is no assurance that a profitable business may ever be achieved by the Company.
LIQUIDITY AND CAPITAL RESOURCES
The Company has minimal liquid assets and cash. Its sole capital
resources are it shares of stock with which to make private placements.
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULT 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
Reports on Form 8-K were made for the period
for which this report is filed:
8-K filed 6/22/00
8-K filed 7/21/00
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SIGNATURES
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.
Date:
GENUS INTERNATIONAL CORPORATION
/s/ William A. Young, Sr.
--------------------------------
William A. Young, Sr., President
