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
- ----------------- ----------------------
March 31, 2000 000-26855
PHILLIPS 44, INC.
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(Exact name of registrant as specified in its charter)
Wyoming 84-1413868
- -------------------------------- -------------------
(State of incorporation) (I.R.S. Employer
Identification No.)
544 E. Yellowstone Highway, Casper, Wyoming, 82601
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: None
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 No X
----- ------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
780,000 common shares as of March 31, 2000
<PAGE>
PHILLIPS 44, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
For the Three-Months Ended March 31, 2000
(Unaudited)
<PAGE>
<TABLE>
<CAPTION>
PHILLIPS 44, INC.
(A Development Stage Company)
Balance Sheet
For the Three Month Period Ended march 31, 2000
(Unaudited)
Three-Months Three-Months
Ended Ended
ASSETS: March 31, 2000 March 31, 1999
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<S> <C> <C>
Current Assets:
Cash $ 1,296 $ 1,306
------------------- -------------------
Total Current Assets 1,296 1,306
Other Assets:
Investment in Western Technology 750 750
------------------- -------------------
Total Other Assets 750 750
Total Assets $ 2,046 $ 2,056
=================== ===================
LIABILITIES & STOCKHOLDERS' EQUITY
Stockholders' Equity (Note 2)
50,000,000 shares authorized $.001 par value,
780,000 shares issued and outstanding in 2000 & 1999 780 780
Additional Paid-In Capital 1,470 1,470
Deficit accumulated during the
development stage (204) (194)
------------------- -------------------
Total Liabilities & Stockholders' Equity $ 2,046 $ 2,056
=================== ===================
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
<CAPTION>
PHILLIPS 44, INC.
(A Development Stage Company)
Statement of Operations
For the Three Months Ended March 31, 2000
(Unaudited)
Apr. 17, 1997
March 31, March 31, Inception to
2000 1999 Mar. 31, 2000
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<S> <C> <C> <C>
Revenue: $ - $ - $ -
Costs and Expenses:
Office Expenses - - 144
Filing Fees - 25 60
----------------- ----------------- -----------------
Net Loss $ - $ 25 $ 204
================= ================= =================
Per share information:
Weighted average number
of common shares outstanding 780,000 780,000 780,000
----------------- ----------------- -----------------
Net Loss per common share * * *
================= ================= =================
* Less than $.01
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
<CAPTION>
PHILLIPS 44, INC.
Stockholders' Equity
March 31, 2000
(Unaudited)
COMMON STOCKS Additional Retained Total
Paid-In Earnings Stockholder's
Shares Amount Capital (Deficit) Equity
------ ------ ------- ---------
<S> <C> <C> <C> <C> <C>
Issuance of Stocks for Cash 480,000 $ 480 $ 1,020 $ - $ 1,500
Net Deficit 12/31/97 - - - (144) (144)
------- ---- ------- ----- --------
Balance December 31, 1997 480,000 480 1,020 (144) 1,356
======= ==== ======= ===== ========
Issuance for Cash 300,000 300 450 - 750
Net Deficit 12/31/98 - - - (25) (25)
------- ---- ------- ----- --------
Balance December 31, 1999 780,000 780 1,470 (169) 2,081
======= ==== ======= ===== ========
Net Deficit 12/31/99 - - - (35) (35)
------- ---- ------- ----- --------
Balance December 31, 1999 780,000 780 1,470 (204) 2,046
======= ==== ======= ===== ========
Net Deficit 3/31/2000 - - - - -
------- ---- ------- ----- --------
Balance March 31, 2000 780,000 $ 780 $ 1,470 $ (204) $ 2,046
======= ==== ======= ===== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
<CAPTION>
PHILLIPS 44, INC.
(A Development Stage Company)
Statement of Cash Flows
For the Three Months Ended march 31, 2000
(Unaudited) Apr. 17, 1997
March 31, March 31, Inception to
2000 1999 March 31, 1999
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<S> <C> <C> <C>
Cash Flows from Operating Activities:
Net Loss $ (10) $ (25) $ (204)
(Increase) in Investment - - -
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Net Cash Provided by Operating Activities (10) (25) (204)
Cash Flows from Financing Activities:
Proceed from stock issuance, net of issuance costs - 750 750
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Net Cash Provided by Financing Activities - 750 750
--------------- ---------------- -----------------
Net Increase in Cash & Cash Equivalent (10) 725 546
Beginning Cash & Cash Equivalent 1,306 581 -
--------------- ---------------- -----------------
Ending Cash & Cash Equivalent $ 1,296 $ 1,306 $ 1,296
=============== ================ =================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash Paid During the Year for:
Interest - - -
Income Taxes - - -
</TABLE>
The accompanying notes ar an integral part of these financial statements.
<PAGE>
PHILLIPS 44, INC.
(A Development Stage Company)
March 31, 2000
(Unaudited)
Note 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------------------------------------------
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.
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 general investing. The authorized
capital stock of the corporation is 50,000,000 shares of common stock at $.001
par value. There are 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
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.
<PAGE>
PHILLIPS 44, INC.
(A Development Stage Company)
March 31, 2000
(Unaudited )
Note 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT)
-------------------------------------------------
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.
Note 2 - STOCKHOLDERS' EQUITY
--------------------
During the period, the Company issued 780,000 shares of its $.001 par
value common stock. 480,000 shares were sold for cash of $1,500 in 1997. In
December 1998 the directors purchased an additional 300,000 shares for cash of
$750.
Note 3 - FEDERAL INCOME TAXES
--------------------
The Company accounts for income taxes under SFAS No. 109, which
requires the asset and liability approach to accounting for income taxes. Under
this approach, deferred income taxes are determined based upon differences
between the financial statement and tax bases of the Company's assets and
liabilities and operating loss carryforwards using enacted tax rates in effect
for the years in which the difference are expected to reverse. Deferred taxes
are recognized if it is more likely than not that the future tax benefits will
be realized.
Note 4 - RELATED PARTY TRANSACTION
-------------------------
The officers and directors of this company are also officers and
directors of other companies.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS FOR THE QUARTER ENDED MARCH 31, 2000 COMPARED TO THE SAME
QUARTER IN 1999
The Company had no revenues in the quarter in 2000 or 1999. The Company
incurred no expenses in the quarter in 2000 and $25 in the quarter in 1999. The
company had no gain or loss in the period in 2000 as compared to ($25) in the
quarter in 1999. The profit or loss per share was nominal in the quarter in both
2000 and 1999.
The Company expects the lack of revenue to continue until a merger or
acquisition is completed.
LIQUIDITY AND CAPITAL RESOURCES
The Company has no liquid assets or cash. Its sole capital resources are it
shares of stock with which to make private placements.
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
No reports on Form 8-K were made for the period for which this report
is filed.
<PAGE>
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: May 15, 2000
PHILLIPS 44, INC.
/s/ Philip G. Hinds
-----------------------------
Philip G. Hinds, President
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 1296
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1296
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 2046
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 780
<OTHER-SE> 1266
<TOTAL-LIABILITY-AND-EQUITY> 2046
<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>
