<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED September 30, 1999.
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION FROM __________ TO ____________.
COMMISSION FILE NUMBER 000-27229
FLINTROCK FINANCIAL SERVICES, INC.
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(Exact name of registrant as specified in its charter)
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<S> <C>
Nevada 88-0409163
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2980 S. Rainbow Boulevard, Suite 108
Las Vegas, Nevada 89146
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(Address of principal executive offices) (Zip Code)
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N/A
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(Former name, former address and former fiscal
year, if changed since last report.)
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 such
filing requirements for the past 90 days. Yes [X] No [ ]
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:
At September 30, 1999, there were outstanding 2,100,000 shares of the
Registrant's Common Stock, $.001 par value.
Transitional Small Business Disclosure Format: Yes [ ] No [X]
<PAGE> 2
PART I
FINANCIAL INFORMATION
Item I. Financial Statements
[Insert Financial Statements from Disk -- Start with Table of
Content.]
Item II. Management's Discussion and Analysis or Plan of Operation
Results of Operation.
The Company has not commenced business activities and has no assets or
operations. The Company is dependent upon its officers to meet any de minimis
costs which may occur.
The Company has not entered into any negotiations to effectuate a business
combination. None of the Company's officers and directors have engaged in any
preliminary contact or discussions with any representative of any other company
regarding the possibility of an acquisition or merger or business combination.
David W. Wiedeman, an officer and director of the Company, has agreed to
provide the necessary funds, without interest, for the Company to comply with
the Securities Exchange Act of 1934, as amended, provided that she is an
officer and director of the Company when the obligation is incurred. All
advances are interest-free.
In addition, since the Company has had no operating history nor any
revenues or earnings from operations, with no significant assets or financial
resources, the Company will in all likelihood sustain operating expenses
without corresponding revenues, at least until the consummation of a business
combination. This may result in the Company incurring a net operating loss
which will increase continuously until the Company can consummate a business
combination with a profitable business opportunity and consummate such a
business combination.
PART II
OTHER INFORMATION
Item 1 -- Legal Proceedings .......................................... None
Item 2 -- Changes in the Rights of the Company's
Security Holders ........................................... None
Item 3 -- Default by the Company on its
Senior Securities .......................................... None
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Item 4 - Submission of Matter to a Vote of Security
Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . None
Item 5 - Other Information . . . . . . . . . . . . . . . . . . . . . . None
Item 6 - Exhibits and Reports of Form 8-K . . . . . . . . . . . . . . None
</TABLE>
SIGNATURE
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 12, 1999 FLINTROCK FINANCIAL SERVICES, INC.
(Company)
By: /s/ David W. Wiedeman
----------------------------
David W. Wiedeman
President
<PAGE> 4
TABLE OF CONTENTS
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PAGE
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BALANCE SHEET - ASSETS 1
BALANCE SHEET - LIABILITIES AND STOCKHOLDERS' EQUITY 2
STATEMENT OF OPERATIONS 3
STATEMENT OF STOCKHOLDERS' EQUITY 4
STATEMENT OF CASH FLOWS 5
NOTES TO FINANCIAL STATEMENTS 6-10
</TABLE>
<PAGE> 5
FLINTROCK FINANCIAL SERVICES, INC.
(A Development Stage Company)
BALANCE SHEET
-------------
ASSETS
------
<TABLE>
<CAPTION>
9 Mos Ending Year Ended
Sep. 30,1999 Dec.31,1998
(Unaudited) (Audited)
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CURRENT ASSETS $ 0 $ 0
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TOTAL CURRENT ASSETS $ 0 $ 0
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OTHER ASSETS $ 0 $ 0
-------------- ------------
TOTAL OTHER ASSETS $ 0 $ 0
-------------- ------------
TOTAL ASSETS $ 0 $ 0
-------------- ------------
</TABLE>
The accompanying notes are an integral part of these financial statements
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<PAGE> 6
FLINTROCK FINANCIAL SERVICES, INC.
(A Development Stage Company)
BALANCE SHEET
-------------
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
<TABLE>
<CAPTION>
9 Mos Ending Year Ended
Sep. 30,1999 Dec.31,1998
(Unaudited) (Audited)
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CURRENT LIABILITIES
Officers Advances (Note 6) $ 17,496 $ 0
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TOTAL CURRENT LIABILITIES $ 17,496 $ 0
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STOCKHOLDERS EQUITY (Note 1)
Common stock, $.001 par value
authorized 25,000,000 shares
issued and outstanding at
December 31, 1998 - 2,100,000 shares $ 2,100
September 30, 1999 - 2,100,000 shares $ 2,100
Additional paid in Capital 0 0
Deficit accumulated during
Development stage -19,596 -2,100
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TOTAL STOCKHOLDERS' EQUITY $ -17,496 $ 0
------------- ------------
TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY $ 0 $ 0
------------- -------------
</TABLE>
The accompanying notes are an integral part of these financial statements
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<PAGE> 7
FLINTROCK FINANCIAL SERVICES, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
(UNAUDITED)
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<CAPTION>
Nov.8, 1996
3 Mos Ended 3 Mos Ended 9 Mos Ended 9 Mos Ended (Inception)
Sep. 30, Sep. 30, Sep. 30, Sep. 30, to Sep. 30,
1999 1998 1999 1998 1999
---- ---- ---- ---- ----
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REVENUE: $ 0 $ 0 $ 0 $ 0 $ 0
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EXPENSES:
General, Selling
and Administrative $ 4,271 $ 0 $ 17,496 $ 0 $ 19,596
------------ ------------- ------------ ------------- -----------
Total Expenses $ 4,271 $ 0 $ 17,496 $ 0 $ 19,596
------------ ------------- ------------ ------------ ----------
Net Profit/Loss (-) $ -4,271 $ 0 $ -17,496 $ 0 $ -19,596
------------ ------------- ------------ ------------ ----------
Net Profit/Loss(-)
per weighted
share (Note 2) $ -.0020 $ NIL $ -.0083 $ NIL $ -.0093
------------- ----------- ------------ ------------ ----------
Weighted average
number of common
shares outstanding 2,100,000 2,100,000 2,100,000 2,100,000 2,100,000
------------- ------------- ------------ ------------- -----------
</TABLE>
The accompanying notes are an integral part of these financial statements
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<PAGE> 8
FLINTROCK FINANCIAL SERVICES, INC.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDER EQUITY
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<CAPTION>
Additional Accumu-
Common Stock paid-in lated
Shares Amount Capital Deficit
<S> <C> <C> <C> <C>
Balance,
December 31, 1996 21,000 $ 2,100 $ 0 $ -2,100
Net loss year ended
December 31, 1997 0
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Balance,
December 31, 1997 21,000 $ 2,100 $ 0 $ -2,100
Net loss year ended
December 31, 1998 0
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Balance,
December 31, 1998 21,000 $ 2,100 $ 0 $ -2,100
February 19, 1999
Changed from no par
Value to $.001 -2,079 +2,079
February 19, 1999
Forward stock split
100:1 2,079,000 +2,079 -2,079
Net loss January 1,
1999 to
September 30, 1999 -17,496
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Balance,
September 30, 1999 2,100,000 $ 2,100 $ 0 $ -19,596
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</TABLE>
The accompanying notes are an integral part of these financial statements
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<PAGE> 9
FLINTROCK FINANCIAL SERVICES, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
(UNAUDITED)
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<CAPTION>
Nov. 8, 1996
3 Mos Ended 3 Mos Ended 9 Mos Ended 9 Mos Ended (Inception)
Sep. 30, Sep. 30, Sep. 30, Sep 30, to Sep. 30,
1999 1998 1999 1998 1999
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Cash Flow from
Operating Activities
Net Loss $ -4,271 $ 0 $ -17,496 $ 0 $ -19,596
Adjustment to reconcile
net loss to net cash
provided by operating
activities 0 0 0 0 0
Changes in Assets
and Liabilities
Increase in current
Liabilities
Officers Advances +4,271 0 +17,496 0 $ +17,496
------------ ------------- ------------ ------------- ------------
Net cash used in
operating Activities $ 0 $ 0 $ 0 $ 0 $ -2,100
Cash Flows from
Investing Activities 0 0 0 0 0
Cash Flows from
Financing Activities
Issuance of Common
Stock 0 0 0 0 +2,100
------------ ------------- ------------ ------------- ------------
Net increase
(decrease)
in cash $ 0 $ 0 $ 0 $ 0 $ 0
Cash, beginning
of period 0 0 0 0 0
------------ ------------- ------------ ------------- ------------
Cash, end of period $ 0 $ 0 $ 0 $ 0 $ 0
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</TABLE>
The accompanying notes are an integral part of these financial statements
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<PAGE> 10
FLINTROCK FINANCIAL SERVICES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 1999, and December 31, 1998
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized November 8, 1996, under the laws of the State
of Nevada as Flintrock Financial Services, Inc. The Company currently
has no operations and in accordance with SFAS #7, is considered a
development company.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Method
The Company records income and expenses on the accrual method.
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.
Cash and equivalents
The Company maintains a cash balance in a non-interest-bearing
bank that currently does not exceed federally insured limits. For
the purpose of the statements of cash flows, all highly liquid
investments with the maturity of three months or less are
considered to be cash equivalents. There are no cash equivalents
as of September 30, 1999.
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<PAGE> 11
FLINTROCK FINANCIAL SERVICES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
September 30, 1999, and December 31, 1998
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Income Taxes
Income taxes are provided for using the liability method of accounting
in accordance with Statement of Financial Accounting Standards No. 109
(SFAS #109) "Accounting for Income Taxes". A deferred tax asset or
liability is recorded for all temporary difference between financial and
tax reporting. Deferred tax expense (benefit) results from the net
change during the year of deferred tax assets and liabilities.
Loss Per Share
Net loss per share is provided in accordance with Statement of Financial
Accounting Standards No. 128 (SFAS #128) "Earnings Per Share". Basic
loss per share is computed by dividing losses available to common
stockholders by the weighted average number of common shares outstanding
during the period. Diluted loss per share reflects per share amounts
that would have resulted if dilative common stock equivalents had been
converted to common stock. As of December 31, 1998, the Company had no
dilative common stock equivalents such as stock options.
Year End
The Company has selected December 31st as its year-end.
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<PAGE> 12
FLINTROCK FINANCIAL SERVICES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
September 30, 1999, and December 31, 1998
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Year 2000 Disclosure
The year 2000 issue is the result of computer programs being
written using two digits rather than four to define the
applicable year. Computer programs that have time sensitive
software may recognize a date using "00" as the year 1900 rather
than the year 2000. This could result in a system failure or
miscalculations causing disruption of normal business activities.
Since the Company currently has no operating business and does
not use any computers, and since it has no customers, suppliers
or other constituents, there are no material Year 2000 concerns.
NOTE 3 - INCOME TAXES
There is no provision for income taxes for the period ended July 31,
1999, due to the net loss and no state income tax in Nevada, the state
of the Company's domicile and operations. The Company's total deferred
tax asset as of December 31, 1998, is as follows:
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Net operation loss carry forward $ 2,450
Valuation allowance $ 2,450
Net deferred tax asset $ 0
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The federal net operating loss carry forward will expire in various
amounts from 2016 to 2018.
This carry forward may be limited upon the consummation of a business
combination under IRC Section 381.
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<PAGE> 13
FLINTROCK FINANCIAL SERVICES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
September 30, 1999, and December 31, 1998
NOTE 4 - STOCKHOLDERS' EQUITY
Common Stock
The authorized common stock of Flintrock Financial Services, Inc.
consists of 25,000,000 shares with a par value of $0.001 per share.
Preferred Stock
Flintrock Financial Services, Inc. has no preferred stock.
On November 15, 1996, the Company issued 21,000 shares of its no par
value common stock in consideration of $2,100 in cash.
On February 19, 1999, the Company filed with the State of Nevada a
Certificate of Amendment of Articles of Incorporation, which increased
its capitalization from 25,000 common shares to 25,000,000 common
shares. The no par value was changed to $0.001.
Further, the Company forward split its common stock 100:1, thus
increasing the number of outstanding common stock shares from 21,000
shares to 2,100,000.
NOTE 5 - GOING CONCERN
The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern which contemplates
the realization of assets and liquidation of liabilities in the normal
course of business. However, the Company does not have significant cash
or other material assets, nor does it have an established source of
revenues sufficient to cover its operating costs and to allow it to
continue as a going concern. It is the intent of the Company to seek a
merger with an existing, operating company. Until that time, the
stockholders/officers and or directors have committed to advancing the
operating costs of the Company interest free.
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<PAGE> 14
FLINTROCK FINANCIAL SERVICES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
September 30, 1999, and December 31, 1998
NOTE 6 - RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real or personal property. An
officer of the corporation provides office services without charge. Such
costs are immaterial to the financial statements and accordingly, have
not been reflected therein. The officers and directors of the Company
are involved in other business activities and may, in the future, become
involved in other business opportunities. If a specific business
opportunity becomes available, such persons may face a conflict in
selecting between the Company and their other business interests. The
Company has not formulated a policy for the resolution of such
conflicts.
NOTE 7 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional
shares of common stock.
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<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 17,496
<BONDS> 0
0
0
<COMMON> 2,100
<OTHER-SE> (19,596)
<TOTAL-LIABILITY-AND-EQUITY> (17,496)
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 4,271
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (4,271)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4,271)
<EPS-BASIC> (.002)
<EPS-DILUTED> (.002)
</TABLE>
