U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES AND EXCHANGE ACT OF 1934 for the Quarterly
period ended September 30, 1999.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 for the transition
period from _______ to _______.
Commission File No. 0-27739
MENTOR ON CALL, INC.
- -----------------------------------------------------------------
(Name of Small Business Issuer in its Charter)
Nevada, U.S.A. 77-0517966
(State or other Jurisdiction (IRS Employer
of Incorporation or Organization) Identification No.)
11300 W. Olympic Blvd., Suite 800, Los Angeles, California 90064
(Address of principal executive offices)
(604) 688-6306
(Issuer's telephone number)
PSM CORP.
9160 East Deer Trail, Tucson, Arizona 85710
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the registrant (1) 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, 1999: 1,000,000 shares of Common Stock,
$0.001 par value, were issued and outstanding.
Transitional Small Business Disclosure Format (check one):
YES [ ] NO [X]
<PAGE>
TABLE OF CONTENTS AND INFORMATION REQUIRED IN REPORT
Part I. Financial Information
- -------
Item 1. Financial Statements (unaudited)
Item 2. Managements Discussion and Analysis or Plan of
Operation
Part II. Other Information
- --------
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults upon Senior Securities
Item 4. Submission of Matters to a Vote of Security holders
Item 5. Other Information
Item 6. Exhibits and reports on form 8-K
SIGNATURES
<PAGE>
PART I
ITEM 1. FINANCIAL STATEMENTS
<PAGE>
<TABLE>
PSM CORP.
(formerly K.A.S.H. Capitol Inc.)
(A Development Stage Company)
BALANCE SHEETS
<S> <C> <C>
September 30, December 31,
1999 1998
---------- ----------
Assets $ - $ -
---------- ----------
Liabilities
Accounts Payable $ - $ 200
Shareholders' Equity
Common Stock, Par Value $.001
Authorized 100,000,000 shares
Issued 1,000,000 shares as of
September 30, 1999, and
December 31, 1998 1,000 1,000
Paid-In Capital 485 -
Retained Deficit (1,200) (1,200)
Deficit Accumulated During the
Development State (285) -
Total Stockholders' Equity - (200)
---------- ----------
Total Liabilities and
Shareholders' Equity - -
========== ==========
The accompanying notes are an integral part of these financial statements.
</TABLE>
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<TABLE>
PSM CORP.
(formerly K.A.S.H. Capitol Inc.)
(A Development Stage Company)
STATEMENTS OF OPERATIONS
<S> <C> <C> <C>
For the Nine For the Cumulative
months ended year ended since inception
September 30, December 31, of development
1999 1998 stage
---------- ---------- ----------
Revenues $ - $ - $ -
Expenses 285 100 285
Net Loss $ (285) $ (100) $ (285)
---------- ---------- ----------
Basic & Diluted loss per share $ - $ - $ -
========== ========== ==========
The accompanying notes are an integral part of these financial statements.
</TABLE>
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<TABLE>
PSM CORP.
(Formerly K.A.S.H. Capitol, Inc.)
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND
FOR THE YEAR ENDED DECEMBER 31, 1998
<S> <C> <C> <C> <C> <C>
Deficit
Accumulated
Common Stock During
------------------- Paid-In Retained Development
Shares Par Value Capital Deficit Stage
Balance at
October 22, 1996
(Inception) $ - $ - $ - $ - $ -
November 12, 1996
Issuance of stock for
services and payment
of accounts payable 1,000 1,000 - - -
New Loss - - - (1,000) -
Balance at
December 31, 1996
as originally reported 1,000 1,000 - (1,000) -
Retroactive adjustment for
1,000 to 1 stock split
on May 6, 1999 999,000 - - - -
Restated balance
January 1, 1997 1,000,000 1,000 - (1,000) -
Net Loss - - - (100) -
Balance at
December 31, 1997 1,000,000 1,000 - (1,100) -
Net Loss - - - (100) -
Balance at
December 31, 1998 1,000,000 1,000 - (1,200) -
Capital contributed
by shareholder 485 - - - -
Net Loss - - - - (285)
Balance at
September 30, 1999 1,000,000 1,000 485 (1,200) (285)
The accompanying notes are an integral part of these financial statements.
</TABLE>
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<TABLE>
PSM CORP.
(formerly K.A.S.H. Capitol Inc.)
(A Development Stage Company)
STATEMENT OF CASH FLOWS
<S> <C> <C> <C>
For the Nine For the Cumulative
months ended year ended since inception
September 30, December 31, of development
1999 1998 stage
---------- ---------- ----------
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net Loss $(285) $(100) $(285)
Increase (Decrease) in
Accounts Payable (200) 100 (200)
Net Cash Used in
operating activities (485) - (485)
CASH FLOWS FROM
INVESTING ACTIVITIES:
Net Cash provided by
Investing activities - - -
CASH FLOWS FROM
FINANCING ACTIVITIES:
Capital contributed
By shareholder 485 - 485
Net Cash provided by
Financing activities 485 - 485
Net (Decrease) in
Cash and Cash Equivalents - - -
Cash and Cash Equivalents
At Beginning of Period - - -
Cash and Cash Equivalents
At End of Period $ - $ - $ -
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest $ - $ - $ -
Franchise and income taxes $ 250 $ - $ 250
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING
AND FINANCING ACTIVITIES: None
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<PAGE>
PSM CORP.
(Formerly K.A.S.H. Capitol, Inc.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND
FOR THE YEAR ENDED DECEMBER 31, 1998
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
This summary of accounting policies for PSM Corp. (formerly
K.A.S.H. Capitol, Inc.) is presented to assist in understanding
the Company's financial statements. The accounting policies
conform to generally accepted accounting principles and have been
consistently applied in the preparation of the financial
statements.
Organization and Basis of Presentation
The Company was incorporated under the laws of the State of
Nevada on October 22, 1996. The Company ceased all operating
activities during the period from October 22, 1996 to July 9,
1999 and was considered dormant. On July 9, 1999, the Company
obtained a Certificate of Renewal from the State of Nevada.
Since July 9, 1999, the Company is in the development stage, and
has not commenced planned principal operations.
Nature of Business
The Company has no products or services as of September 30, 1999.
The Company was organized as a vehicle to seek merger or
acquisition candidates. The Company intends to acquire interests
in various business opportunities, which in the opinion of
management will provide a profit to the Company.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company
considers all highly liquid debt instruments purchased with a
maturity of three months or less to be cash equivalents to the
extent the funds are not being held for investment purposes.
Pervasiveness of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles required 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 revenues and expenses during the reporting
period. Actual results could differ from those estimates.
Loss per Share
The reconciliations of the numerators and denominators of the
basic loss per share computations are as follows:
Per-Share
Income Shares
(Numerator) (Denominator) Amount
For the nine months ended September 30, 1999:
Basic Loss per Share
Loss to common shareholders $ (285) 1,000,000 $ -
For the year ended December 31, 1998:
Basic Loss per Share
Loss to common shareholders $ (100) 1,000,000 $ -
The effect of outstanding common stock equivalents would be anti-
dilutive for September 30, 1999 and December 31, 1998 and are
thus not considered.
NOTE 2 - INCOME TAXES
As of September 30, 1999, the Company had a net operating loss
carryforward for income tax reporting purposes of approximately
$1,000 that may be offset against future taxable income through
2011. Current tax laws limit the amount of loss available to be
offset against future income when a substantial change in
ownership occurs. Therefore, the amount available to offset
future taxable income will be limited. No tax benefit has been
reported in the financial statements, because the Company
believes there is a 50% or greater chance the carryforwards will
expire unused. Accordingly, the potential tax benefits of the
loss carryforwards are offset by a valuation allowance of the
same amount.
NOTE 3 - DEVELOPMENT STAGE COMPANY
The Company has not begun principal operations and as is common
with a development stage company, the Company has had recurring
losses during its development stage.
NOTE 4 - COMMITMENTS
As of September 30, 1999, all activities of the Company have been
conducted by corporate officers from either their homes or
business offices. Currently, there are no outstanding debts owed
by the Company for the use of these facilities and there are no
commitments for future use of the facilitates.
NOTE 5 - STOCK SPLIT
On May 6, 1999 the Board of Directors authorized a 1,000 to 1
stock split, changed the authorized number of shares to
100,000,000 shares and the par value to $.001 for the Company's
common stock. As a result of the split, 999,000 shares were
issued. All references in the accompanying financial statements
to the number of common shares and per-share amounts for 1998
have been restated to reflect the stock split.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR
PLAN OF OPERATION
The Company was inactive from 1996 to July 1999, and since
that time has been seeking a merger or acquisition candidate.
For the nine months ended September 30, 1999, there is
essentially no difference from the nine months ended September
30, 1998.
During the fourth quarter (on October 20), the Company filed
its Form 10-SB, which became effective on December 19, 1999, such
that the Company is now a reporting company under Section 12(g).
The Company reviewed several candidates during the fourth
quarter, but no candidate was located until January 2000.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
NONE
ITEM 2. CHANGES IN SECURITIES
NONE
ITEM 3. DEFAULTS 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
NONE
SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
MENTOR ON CALL, INC.
Date: February 18, 2000 /s/ James N. Rodgers
James N. Rodgers,
President, CEO and Chairman
Date: February 18, 2000 /s/ Edwin W. Austin
Edwin W. Austin
CFO, COO and Director
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<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> 0
<BONDS> 0
0
0
<COMMON> 1000
<OTHER-SE> 485
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 285
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (285)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (285)
<EPS-BASIC> (0.0)
<EPS-DILUTED> (0.0)
</TABLE>
