UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
Mark One)
[x] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended: March 31, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from To
Commission file number 0-27733
-------
CERRITOS HOLDINGS INC..
(Exact name of small business issuer as specified in its charter)
NEVADA 77-0497976
- ------------------------------------ ---------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or organization)
5350 Byrne Road, Burnaby, B.C., Canada V5J 3J3
----------------------------------------------
(Address of principal executive offices)
(604) 603-2542
---------------
(Issuer's telephone number)
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practical date: May 11, 2000 12,000,000
- -----------------------------
Transitional Small Business Disclosure Format (check one). Yes ; No X
---- ---
<PAGE>
PART I
Item 1. Financial Statements
INDEPENDENT ACCOUNTANT'S REPORT
Cerritos Holdings Inc.
(A Development Stage Company)
We have reviewed the accompanying balance sheets of Cerritos Holdings
Inc. (a development stage company) as of March 31, 2000, and the related
statements of operations, and cash flows for the three month period then ended.
These financial statements are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statement taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications
that should be made to the accompanying financial statements for them to be in
conformity with generally accepted accounting principles.
Respectfully submitted
/s/ Robison, Hill & Co.
Certified Public Accountants
Salt Lake City, Utah
May 11, 2000
<PAGE>
CERRITOS HOLDINGS INC.
(A Development Stage Company)
BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, December 31,
ASSETS 2000 1999
------------------ ------------------
<S> <C> <C>
Intangible and Other Assets
Motion Picture and Television Rights $ 13,717 $ 13,717
================== ==================
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts Payable $ 2,681 $ 181
Accrued Expenses 2,717 2,717
------------------ ------------------
Total Liabilities 5,398 2,898
------------------ ------------------
Stockholders' Equity:
Common Stock, Par value $.001
Authorized 100,000,000 shares,
Issued 12,000,000 Shares at March 31, 2000
and December 31, 1999 12,000 12,000
Paid-In Capital 1,485 1,485
Currency Translation Adjustments - -
Retained Deficit (1,200) (1,200)
Deficit Accumulated During the
Development Stage (3,966) (1,466)
------------------ ------------------
Total Stockholders' Equity 8,319 10,819
------------------ ------------------
Total Liabilities and
Stockholders' Equity $ 13,717 $ 13,717
================== ==================
</TABLE>
See accompanying notes and accountants' report.
<PAGE>
CERRITOS HOLDINGS INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Cumulative
since July 9,
1999
inception
For the three months ended of
March 31, development
-------------------------------------
2000 1999 stage
----------------- ------------------ ------------------
<S> <C> <C> <C>
Revenues: $ - $ - $ -
Expenses:
General & Administrative 2,500 - 3,966
----------------- ------------------ ------------------
Net Loss $ (2,500) $ $ (3,966)
================= ================== ==================
Basic & Diluted loss per share $ - $ -
================= ==================
</TABLE>
See accompanying notes and accountants' report.
<PAGE>
CERRITOS HOLDINGS INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Cumulative
Since July 9,
1999
For the three months ended Inception of
March 31, Development
----------------------------------
1999 1998 Stage
---------------- --------------- -----------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
<S> <C> <C> <C>
Net Loss $ (2,500) $ - $ (3,966)
Increase (Decrease) in Accounts Payable 2,500 - 2,481
Increase (Decrease) in Accrued Liabilities - - 2,717
---------------- --------------- -----------------
Net Cash Used in operating activities - - 1,232
---------------- --------------- -----------------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Investment in Motion Picture and
Television rights - - (13,717)
---------------- --------------- -----------------
Net cash provided by investing activities - - (13,717)
---------------- --------------- -----------------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Capital contributed by shareholder - - 12,485
---------------- --------------- -----------------
Net Cash Provided by
Financing Activities - - 12,485
---------------- --------------- -----------------
Net (Decrease) Increase 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
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES: None
</TABLE>
See accompanying notes and accountants' report.
<PAGE>
CERRITOS HOLDINGS INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2000
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of accounting policies for Cerritos Holdings 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.
The unaudited financial statements as of March 31, 2000 and for the
three months then ended reflect, in the opinion of management, all adjustments
(which include only normal recurring adjustments) necessary to fairly state the
financial position and results of operations for the three months. Operating
results for interim periods are not necessarily indicative of the results which
can be expected for full years.
Organization and Basis of Presentation
The Company was incorporated under the laws of the State of Nevada on
October 29, 1996. The Company ceased all operating activities during the period
from October 29, 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 intends to position itself to evolve into a vertically
integrated, diversified global media entertainment company. The Company intends
to acquire a number of diversified entertainment companies that will allow for
the pursuit of opportunities currently available in the global marketplace.
The Company anticipates generating revenues from several sources,
including, production of new and existing feature films, as well as expanding
into other areas of the entertainment industry.
Foreign Currency Translation
The functional currency of the Company is Canadian dollars. Balance
sheet accounts are translated to U.S. dollars at the current exchange rate as of
the balance sheet date. Income statement items are translated at average
exchange rates during the period. The resulting translation adjustment is
recorded as a separate component of stockholders' equity.
<PAGE>
CERRITOS HOLDINGS INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2000
(Continued)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Loss per Share
The reconciliations of the numerators and denominators of the basic
loss per share computations are as follows:
<TABLE>
<CAPTION>
Per-Share
Income Shares Amount
------ ------ ------
(Numerator) (Denominator)
For the three months ended March 31, 2000
-----------------------------------------
Basic Loss per Share
<S> <C> <C> <C>
Loss to common shareholders $ (2,500) 12,000,000 $ -
================== =================== ==================
For the three months ended March 31, 1999
-----------------------------------------
Basic Loss per Share
Loss to common shareholders $ - 12,000,000 $ -
================== =================== ==================
</TABLE>
The effect of outstanding common stock equivalents are anti-dilutive
for March 31, 2000 and 1999 and are thus not considered.
Intangible Assets
Intangible assets are valued at cost and will be amortized on the
income forecast method. The initial valuation of the motion picture option
agreements were derived from what Management believes to be arms length
negotiation.
There have been no production costs as of December 31, 1999. It is
anticipated that when production costs are incurred the income forecast method
will be used to amortize the cost of production for films, manuscripts,
recordings and similar property.
The Company identifies and records impairment losses on intangible
assets when events and circumstances indicate that such assets might be
impaired. The Company considers factors such as significant changes in the
regulatory or business climate and projected future cash flows from the
respective asset. Impairment losses are measures as the amount by which the
carrying amount of intangible asset exceeds its fair value.
<PAGE>
CERRITOS HOLDINGS INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2000
(Continued)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Reclassification
Certain reclassifications have been made in the 2000 and 1999 financial
statements to conform with the March 31, 2000 presentation.
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.
NOTE 2 - INCOME TAXES
As of March 31, 2000, the Company had a net operating loss carryforward
for income tax reporting purposes of approximately $3,000 that may be offset
against future taxable income through 2011. Current tax laws limit the amount of
loss available to be offset against future taxable income when a substantial
change in ownership occurs. Therefore, the amount available to offset future
taxable income may be limited. No tax benefit has been reported in the financial
statements, because the Company believes there is a 50% or greater chance the
carry-forwards will expire unused. Accordingly, the potential tax benefits of
the loss carry-forwards 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.
<PAGE>
CERRITOS HOLDINGS INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2000
(Continued)
NOTE 4 - COMMITMENTS
As of March 31, 2000 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 facilities.
NOTE 5 - STOCK SPLIT
On May 6, 1999 the Board of Directors authorized 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.
On December 2, 1999 the Board of Directors authorized a 30 to 1 stock
split. As a result of this split the Company issued 11,600,000 shares of common
stock. All references in the accompanying financial statements to the number of
common shares and per-share amounts for 2000 and 1999 have been restated to
reflect the stock split.
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation.
General
The Company intends to position itself to evolve into a vertically
integrated, diversified global media entertainment company. The Company intends
to acquire a number of diversified entertainment companies that will allow for
the pursuit of opportunities currently available in the global marketplace.
The Company anticipates generating revenues from several sources,
including, production of new and existing feature films, as well as expanding
into other areas of the entertainment industry.
The Company was not in full operations during 1999 and 1998 and thus,
the revenues generated are not representative of those that will be generated
once the Company becomes fully operational. Revenues are not yet sufficient to
support the Company's operating expenses and are not expected to reach such
levels until the first or second quarter of 2001. Since the Company's formation,
it has funded its operations and capital expenditures primarily through private
placements of debt and equity securities. See "Recent Sales of Unregistered
Securities." The Company expects that it will be required to seek additional
financing in the future. There can be no assurance that such financing will be
available at all or available on terms acceptable to the Company.
.
Plan of Operation
The Company was organized for the purpose of creating a corporate
vehicle to seek, investigate and, if such investigation warrants, acquire an
interest in one or more business opportunities presented to it by persons or
firms who or which desire to seek perceived advantages of a publicly held
corporation.
The Company may incur significant post-merger or acquisition
registration costs in the event management wishes to register a portion of their
shares for subsequent sale. The Company will also incur significant legal and
accounting costs in connection with the acquisition including the costs of
preparing post- effective amendments, Forms 8-K, agreements and related reports
and documents.
The Company will not have sufficient funds (unless it is able to raise
funds in a private placement) to undertake any significant development,
marketing and manufacturing of the products acquired. Accordingly, following the
acquisition, the Company will, in all likelihood, be required to either seek
debt or equity financing or obtain funding from third parties, in exchange for
which the Company may be required to give up a substantial portion of its
interest in the acquired product. There is no assurance that the Company will be
able either to obtain additional financing or interest third parties in
providing funding for the further development, marketing and manufacturing of
any products acquired.
Results of Operations
<PAGE>
From April 7, 1997 to July 9, 1999 the Company was an inactive corporation. From
July 9, 1999 the Company was a development stage company and had not begun
principal operations. Accordingly, comparisons with prior periods are not
meaningful.
Liquidity and Capital Resources
The Company has met its capital requirements through the sale of its Common
Stock.
Since the Company's re-activation in July 9, 1999, the Company's principal
capital requirements have been the funding of the development of the Company.
After the completion of its expansion plans, the Company expects future
development and expansion will be financed through cash flow from operations and
other forms of financing such as the sale of additional equity and debt
securities, capital leases and other credit facilities. There are no assurances
that such financing will be available on terms acceptable or favorable to the
Company.
Government Regulations
The Company is subject to all pertinent Federal, State, and Local laws governing
its business. The Company is subject to licensing and regulation by a number of
authorities in its Province (State) or municipality. These may include health,
safety, and fire regulations. The Company's operations are also subject to
Federal and State minimum wage laws governing such matters as working conditions
and overtime.
Competition
The Company faces competition from a wide variety of entertainment
distributors, many of which have substantially greater financial, marketing and
technological resources than the Company.
Employees
As of May 5, 2000, the Company had no employees.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company is not engaged in any legal proceedings other than the
ordinary routine litigation incidental to its business operations, which the
Company does not believe, in the aggregate, will have a material adverse effect
on the Company, or its operations.
<PAGE>
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
The following exhibits are included as part of this report:
Exhibit
Number Exhibit
3.1 Articles of Incorporation (1)
3.2 Amended Articles of Incorporation (1)
3.3 Bylaws (1)
27.1 Financial Data Schedule
(1) Incorporated by reference to the Registrant's registration statement
on Form 10K-SB filed on May 8, 2000.
(b) The Company filed a report on Form 8-K on January 24, 2000 to
report a change in control of the company and resignation of
officer.
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereto duly
authorized.
CERRITOS HOLDINGS INC.
(Registrant)
Date: May 12, 2000 By: /s/ Ken Kantymir
----------------------
Ken Kantymir,
C.E.O., Chairman, President, Director
(Principal Executive Officer)
Date: May 12, 2000 By: /s/ David Richard Lewis
---------------------------
David Richard Lewis,
Vice-President, Secretary, Director
(Principal Financial and Accounting Officer)
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BALANCE SHEET OF Cerritos Holdings Inc. AS OF MARCH 31, 2000 AND THE RELATED
STATEMENTS OF OPERATIONS AND CASH FLOWS FOR THE THREE MONTHS THEN ENDED AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> Mar-31-2000
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 14
<CURRENT-LIABILITIES> 5
<BONDS> 0
0
0
<COMMON> 12
<OTHER-SE> (4)
<TOTAL-LIABILITY-AND-EQUITY> 14
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (2)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
