SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30,
2000.
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________________to
___________________
Commission File Number: 000-26953
BACH-HAUSER, INC.
(Exact name of Registrant as specified in its Charter)
Nevada 88-0390697
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2080 E. Flamingo Rd., Suite 112
Las Vegas, NV 89119
(Address of principal executive offices)
(702) 650-5660
(Registrant's telephone number)
(Former Name, Former Address and Former Fiscal Year, if changed
since last Report)
Check whether the registrant (1) has 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
As of September 30, 2000, there were 57,850,000 shares of the
issuer's common stock were outstanding.
Transitional Small Business Disclosure Format (check one): Yes
No X
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Unaudited Financial Statements for the Period September 30, 2000.
BACH-HAUSER, INC.
(A Development Stage Company)
BALANCE SHEETS (UNAUDITED)
<TABLE>
<S> <C> <C>
September 30, December 31,
ASSETS 2000 1999
OTHER ASSETS
Intangible Assets $ 4,500 $ 4,500
---------- ----------
TOTAL ASSETS $ 4,500 $ 4,500
========== ==========
=
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES - officers advances $ 1,075 $ 1,075
---------- ----------
STOCKHOLDERS' EQUITY
Common stock, $.001 par value;
250,000,000 shares authorized;
shares issued and outstanding at
September 30, 2000 - 57,850,000 shares
December 31, 1999 - 39,000,000 shares 57,850 10,500
Additional paid in capital 6,926,650 -
Deficit accumulated during the development (6,981,075) (7,075)
----------- ----------
TOTAL STOCKHOLDERS' EQUITY 3,425 3,425
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 4,500 $ 4,500
========== ==========
</TABLE>
The accompanying notes are an integral part of the financial statements
-1-
BACH-HAUSER, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS (UNAUDITED)
<TABLE>
<S> <C> <C> <C> <C> <C>
For the
October 10,
1995
(inception)
For the Three Months Ended For the Nine Months Ended to
September 30, September 30, September 30,
2000 1999 2000 1999 2000
REVENUE $ - $ - $ - $ - $ -
GENERAL, SELLING AND
ADMINISTRATIVE EXPENSES 6,974,000 (12) 6,843,000 36 6,981,075
------------ ----------- ------------- ----------- -------------
LOSS BEFORE TAXES (6,974,000) (12) (6,843,000) (36) (6,981,075)
PROVISION FOR INCOME TAXES - - - - -
------------ ----------- ------------- ----------- -------------
NET LOSS $(6,974,000) $ (12) $ (6,843,000) $ (36) $ (6,981,075)
============ =========== ============= =========== =============
NET LOSS PER COMMON SHARE -
basic and diluted $ ( .17) $ ( .01) $ ( .16) $ ( .01) $ ( .21)
============ =========== ============= =========== =============
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING - basic and
diluted 40,330,292 15,000,000 42,716,304 15,000,000 32,781,232
============ =========== ============= =========== =============
</TABLE>
The accompanying notes are an integral part of the financial statements.
-2-
BACH-HAUSER, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED)
<TABLE>
<S> <C> <C> <C> <C> <C>
Deficit
Accumulated
Additional During
Common Stock Paid in Development
Shares Amount Capital Stage Total
Balance at December 31, 1995 30,000,000 $ 000 $ - $ (6,000) $ -
Net income (loss) - - - - -
----------- -------- --------- ---------- ---------
Balance at December 31, 1996 30,000,000 6,000 - (6,000) -
Net income (loss) - - - - -
----------- -------- --------- ---------- ---------
Balance at December 31, 1997 30,000,000 6,000 - (6,000) -
Net income (loss) - - - (1,075) (1,075)
----------- -------- --------- ---------- ---------
Balance at December 31, 1998 30,000,000 6,000 - (7,075) (1,075)
Stock issued for intangibles 9,000,000 4,500 - - 4,500
Net income (loss) - - - - -
----------- -------- --------- ---------- ---------
Balance at December 31, 1999 10,500 - (7,075) 3,425
39,000,000
Issuance of shares for services, May 200,000 200 55,800 - 56,000
1
Issuance of shares for services, May 200,000 200 74,800 - 75,000
10
Adjustment to par value - 28,500 (28,500) - -
Issuance of shares for services, 1,050,000 1,050 229,950 - 231,000
Sept. 1
Issuance of shares for services, 800,000 8,000 303,200 - 304,000
Sept. 12
Issuance of shares for services, 16,000,000 16,000 6,064,000 - 6,080,000
Sept. 15
Issuance of shares for services, 600,000 600 227,400 - 228,000
Sept. 27
Net loss - - - (6,974,000) (6,843,000)
----------- -------- --------- ---------- ---------
Balance at September 30, 2000 57,850,000 $ 57,850 $6,926,650 $(6,981,075) $ 3,425
=========== ======== ========== ============ =========
</TABLE>
The accompanying notes are an integral part of the financial statements.
-3-
BACH-HAUSER, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<S> <C> <C> <C>
For the Period
from October
10, 1995
(inception)
For the nine months ended To
September 30, September 30,
2000 1999 2000
CASH FLOW FROM OPERATING ACTIVITIES:
Net Loss $ (6,974,000) $ (36) $(6,981,075)
Common stock issued for services 6,974,000 - (6,974,000)
Changes in Assets and Liabilities - 36
Increase in advances payable - - 1,075
------------ ------------ ------------
Net Cash Used in Operating Activities - - (6,000)
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:
Issuance of common stock for cash - - 6,000
------------ ------------ ------------
NET CHANGE IN CASH AND CASH EQUIVALENTS - - -
CASH AND CASH EQUIVALENTS
- beginning of period - - -
------------ ------------ ------------
CASH AND CASH EQUIVALENTS
- end of period $ - $ - $ -
============ ============ ============
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the year -
Interest paid $ - $ - $ -
============ ============ ============
Income taxes paid $ - $ - $ -
============ ============ ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
-4-
BACH-HAUSER, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
NOTE 1 - DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING
POLICIES
a)Nature of Operations
Bach-Hauser, Inc. ("Company") is currently a
development stage company under the provisions of
Statement of Financial Accounting Standards ("SFAS")
No. 7. The Company was incorporated under the laws
of the State of Nevada on October 10, 1995.
b)Basis of Presentation
The accompanying financial statements have been
prepared in conformity with generally accepted
accounting principles, which contemplate
continuation of the Company as a going concern.
However, the Company has no established source of
revenue. This factor raises substantial doubt about
the Company's ability to continue as a going
concern. Without realization of additional capital,
it would be unlikely for the Company to continue as
a going concern. The financial statements do not
include any adjustments relating to the
recoverability and classification of recorded asset
amounts, or amounts and classification of
liabilities that might be necessary should the
Company be unable to continue in existence.
c)Earnings Per Share
The computation of primary earnings per share is
based on the weighted average number of outstanding
common shares during the period.
d)Unaudited Financial Information
In the opinion of the Company, the accompanying
unaudited consolidated financial statements contain
all adjustments (consisting of only normal recurring
adjustments) necessary to present fairly its
financial position as of September 30, 2000 and the
results of its operations and cash flows for the
nine and three months ended September 30, 2000.
These statements are condensed and therefore do not
include all of the information and footnotes
required by generally accepted accounting principles
for complete financial statements. These unaudited
financial statements should be read in conjunction
with the audited financial statements and
accompanying notes contained in the Company's Annual
Report on Form 10-KSB for the year ended December
31, 1999. The results of operations for the six
months ended September 30, 2000 are not necessarily
indicative of the results to be expected for the
full year.
NOTE 2 - STOCKHOLDERS' EQUITY
During May 2000, the Company issued 400,000 shares of
common stock, valued at $131,000, as payment for
legal services.
During September 2000, the Company issued 18,450,000
shares of commons stock, valued at $6,843,000, as
payment for services.
- 5 -
ITEM 2. MANAGEMENT'S PLAN OF OPERATION
NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS
This statement includes projections of future results and
"forward-looking statements" as that term is defined in Section
27A of the Securities Act of 1933 as amended (the "Securities
Act"), and Section 21E of the Securities Exchange Act of 1934 as
amended (the "Exchange Act"). All statements that are included in
this Registration Statement, other than statements of historical
fact, are forward-looking statements. Although Management
believes that the expectations reflected in these forward-looking
statements are reasonable, it can give no assurance that such
expectations will prove to have been correct. Important factors
that could cause actual results to differ materially from the
expectations are disclosed in this Statement, including, without
limitation, those expectations reflected in forward-looking
statements contained in this Statement.
Plan of Operation
Originally the Company's primary focus was to seek a viable
company or companies with whom it could merge or acquire. On
September 3, 1999, the Company announced that it had entered into
a licensing agreement with TCR Environmental Corp, a corporation
incorporated under the laws of the Province of Ontario, Canada.
TCR is engaged in the design, construction, the equipping and
operation of waste management facilities for the recycling,
composting and disposing of municipal and institutional solid
waste, and the sale or other disposition of the resultant compost
and recycled products. TCR currently operates a waste-processing
facility in the Town of Aylmer, in the Province of Ontario,
Canada, which will serve as a model for the turn-key waste-
processing facility proposed by TCR to be manufactured and
marketed throughout the world.
Under the terms of the agreement, the Company will be granted the
exclusive license to distribute, use and sell the products
throughout the world, with the exception of Canada, and to use
the information and knowledge of TCR in conjunction with the
products. The agreement also grants the Company the exclusive
rights to use and exploit the information and knowledge in the
distribution of the products. The agreement is to remain in full
force and effect for a period of 25 years, with an option to
extend the term for a period of 25 years. As consideration for
the license, the Company issued 4,500,000 shares of its common
stock to TCR.
The Company was unable to raise sufficient funding to pursue that
objective, and therefore abandoned its amended business plan and
continued to be a developmental stage company. TCR, however,
retains its common stock and Bach-Hauser retained its licensing
rights.
The primary activity of the Company currently involves seeking a
company or companies that it can acquire or with whom it can
merge. The Company has not selected any company as an acquisition
target or merger partner and does not intend to limit potential
candidates to any particular field or industry, but does retain
the right to limit candidates, if it so chooses, to a particular
field or industry. The Company's plans are in the conceptual
stage only.
The Board of Directors has elected to begin implementing the
Company's principal business purpose, described under "Item 2,
Plan of Operation" (incorporated by reference to the amended Form
10-SB, filed on August 13, 1999). As such, the Company can be
defined as a "shell" company, whose sole purpose at this time is
to locate and consummate a merger or acquisition with a private
entity.
Competition
The Company is an insignificant participant among firms which
engage in business combinations with, or financing of,
development-stage enterprises. There are many established
management and financial consulting companies and venture capital
firms which have significantly greater financial and personal
resources, technical expertise and experience than the Company.
In view of the Company's limited financial resources and
management availability, the Company will continue to be at
significant competitive disadvantage vis-a-vis the Company's
competitors.
Employees
The Company's only employees at the present time are its officers
and directors, who will devote as much time as the Board of
Directors determine is necessary to carry out the affairs of the
Company.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
On or about September 10, 2000, TCR instituted an action against
the Company and the President, Peter Preston, in the Ontario
Superior Court of Justice to remove the stop order placed on the
shares owned by TCR through the licensing agreement. The stop
order was placed on those shares because the Company had not
received what was negotiated in the licensing agreement.
The Company subsequently settled this matter on October 11, 2000.
Under the terms of the settlement, the Company agreed to remove
the stop order placed on 1,563,500 free trading shares sold by
TCR during the month of August 2000. TCR was allowed to sell up
to 1 million free trading shares of the Company's common stock.
The licensing agreement entered into on July 27, 1999 shall
continue in full force and effect without amendment.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
On September 14, 2000, the Company filed a Certificate of Change
pursuant to NRS 78.207 and 78.209 increasing the Company's
authorized common stock from 50,000,000 shares to 100,000,000
shares. This increase corresponds with the 2:1 forward split
adopted by the Board of Directors on April 24, 2000.
Subsequent Events
On October 25, 2000, the Company filed a Certificate of
Correction to correct the authorized number of shares to
250,000,000 shares of common stock at $0.001 par value per share.
This corrected number of authorized shares reflects the 2.5:1
forward split which had occurred in April 1999.
On October 31, 2000, the Board of Directors of the Company
appointed Clayton Kass as an additional member of the Board of
Directors and as the Vice-President of the Company, effective
immediately.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No such matters were submitted during the most recent quarter.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
EXHIBITS
a) The exhibits, consisting of the Company's Articles of
Incorporation are attached to the Company's amended Form 10-SB,
filed on August 13, 1999. These exhibits are incorporated by
reference to that Form.
b) The exhibits, consisting of the Company's Bylaws are
attached to the Company's amended Form 10-SB, filed on August 13,
1999. These exhibits are incorporated by reference to that Form.
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.
Dated: November 14, 2000
BACH-HAUSER, INC.
By: /s/ Peter Preston
Peter Preston
President
