U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000
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 NUMBER 0-28043
PATHWAY CORP.
(Exact name of registrant as specified in its charter)
Delaware 52-2177760
(State or jurisdiction of incorporation I.R.S. Employer
or organization) Identification No.)
1220 North Market Street, suite 606
Wilmington, Delaware 19801
(Address of principal executive offices)
Registrant's telephone number: (718) 997-7838
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock
(Title of class)
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) been subject
to such filing
requirements for the past 90 days.
Yes X No
As of June 30, 2000, the Registrant had 10,635,000 shares
of common stock issued and outstanding.
PATHWAY CORP.
TABLE OF CONTENTS PAGE No.
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BALANCE SHEETS AS OF JUNE 30, 2000 3
STATEMENTS OF OPERATIONS FOR THE THREE
MONTHS ENDED JUNE 30, 2000 AND 1999 4
AND CUMULATIVE FROM JANUARY 16, 1998
(DATE OF INCEPTION) TO JUNE 30, 2000
STATEMENTS OF OPERATIONS FOR THE SIX 5
MONTHS ENDED JUNE 30, 2000 AND 1999 AND
CUMULATIVE FROM JANUARY 16, 1998
(DATE OF INCEPTION) TO JUNE 30, 2000
STATEMENTS OF CASH FLOWS FOR THE THREE
MONTHS ENDED JUNE 30, 2000 AND 1999 6
AND CUMULATIVE FROM JANUARY 16, 1998
(DATE OF INCEPTION) TO JUNE 30, 2000
STATEMENTS OF CASH FLOWS FOR THE SIX
MONTHS ENDED JUNE 30, 2000 AND 1999 AND
CUMULATIVE FROM JANUARY 16, 1998
(DATE OF INCEPTION) TO JUNE 30, 2000
NOTES TO FINANCIAL STATEMENTS 8
ITEM 2. Managements Discussion and Analysis
of financial Condition and Results of
Operation 9
SIGNATURE 11
Pathway Corp.
(A Development Stage Company)
BALANCE SHEET
June 30, 2000
(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 1,949
Total current assets 1,949
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable 0
Total current liabilities 0
TOTAL LIABILITIES $ 0
STOCKHOLDERS EQUITY
Common stock,$.00001 par value,
100,000,000 shares authorized,
10,635,000 shares issued and
outstanding at June 30, 2000 106
Additional paid-in capital 2,797
Deficit accumulated
during the development stage (954)
Total stockholders' equity $ 1,949
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 1,949
The accompanying notes are an integral part of this statement
3
PATHWAY CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF LOSS AND ACCUMULATED DEFICIT
(Unaudited)
Cumulative
January 16, 1998
(Date of Inception)
to Three Months Ended June 30,
June 30, 2000 2000 1999
REVENUE
Interest $ 31 $ 10 $ 0
EXPENSES:
General and
Administrative 985 0
0
INCOME (LOSS) BEFORE
TAXES (954) 10 0
INCOME TAXES:
Federal 0
State 0
0
NET INCOME (LOSS) (954) 10 0
NET INCOME (LOSS) PER SHARE
OF COMMON STOCK NIL NIL NIL
WEIGHTED AVERAGE NUMBER OF
SHARES OF COMMON STOCK
OUTSTANDING DURING THE
PERIOD 10,635,000 10,070,000
The accompanying notes are an integral part of this statement
PATHWAY CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF LOSS AND ACCUMULATED DEFICIT
(Unaudited)
Cumulative
January 16, 1998
(Date of Inception)
to Six Months Ended June 30,
June 30, 2000 2000 1999
REVENUE
Interest $ 31 $ 23 $ 0
EXPENSES:
General and
Administrative 985 435 0
0
INCOME (LOSS) BEFORE
TAXES (954) 412 0
INCOME TAXES:
Federal 0
State 0
0
NET INCOME (LOSS) (954) 412 0
NET INCOME (LOSS) PER SHARE
OF COMMON STOCK NIL NIL NIL
WEIGHTED AVERAGE NUMBER OF
SHARES OF COMMON STOCK
OUTSTANDING DURING THE
PERIOD 10,635,000 10,070,000
The accompanying notes are an integral part of this statement
PATHWAY CORP.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
Increase (Decrease) in Cash and Cash Equivalents
Cumulative
January 16, 1998
(Date of Inception)
to Three Months Ended June 30,
June 30, 2000 2000 1999
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net Income (loss) $ (954) $ 10 $ 0
Adjustments to reconcile
net (loss) to net cash
provided by (used in)
operating activities:
Issuance of common stock
for services 250 - -
Increase (decrease)in
accounts payable - - -
---------- ---------- --------
NET CASH PROVIDED BY
(USED IN) OPERATIONS (704) 10 -
Cash flows from investing activities:
Net cash provided by (used in)
investing activities - - -
NET CASH PROVIDED BY
FINANCING ACTIVITIES
net proceeds from sales of
common stock 2653 - -
---------- ---------- --------
NET INCREASE (DECREASE)
IN CASH AND
CASH EQUIVALENTS 1949 10 -
CASH AND CASH EQUIVALENTS
Beginning of period 1939 -
------------ ---------- ----------
CASH AND CASH EQUIVALENTS
end of period $ 1949 $ 1949 -
6
PATHWAY CORP.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
Increase (Decrease) in Cash and Cash Equivalents
Cumulative
January 16, 1998
(Date of Inception)
to Six Months Ended June 30,
June 30, 2000 2000 1999
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net Income (loss) $ (954) $ (412) $ 0
Adjustments to reconcile
net (loss) to net cash
provided by (used in)
operating activities:
Issuance of common stock
for services 250 - -
Increase (decrease)in
accounts payable - - -
---------- ---------- --------
NET CASH PROVIDED BY
(USED IN) OPERATIONS (704) (412) -
Cash flows from investing activities:
Net cash provided by (used in)
investing activities - - -
NET CASH PROVIDED BY
FINANCING ACTIVITIES
net proceeds from sales of
common stock 2653 - -
---------- ---------- --------
NET INCREASE (DECREASE)
IN CASH AND
CASH EQUIVALENTS 1949 (412) -
CASH AND CASH EQUIVALENTS
Beginning of period 2361 -
------------ ---------- ----------
CASH AND CASH EQUIVALENTS
end of period $ 1949 $ 1949 -
7
Pathway Corp.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
June 30, 2000
(Unaudited)
NOTE 1 -FINANCIAL STATEMENTS
The accompanying unaudited financial statements of Pathway Corp. (the
"Company"), have been prepared in accordance with the instructions to
Form 10Q-SB. In the opinion of the Company, the accompanying unaudited
financial statements contain al ladjustments (consisting of only normal
recurring adjustments) necessary to present fairly the financial
position as of June 30, 2000 and the results of operations and cash
flows for the three months and Six months ended June 30, 2000 and 1999
and from the date of inception to June 30, 2000. While the Company
believes that the disclosures presented are adequate to make the
information contained therein not misleading, it is suggested that these
financial statements be read in conjunction with the financial statements
and notes thereto included in the Company's Form 10-KSB for the year
ended December 31, 1999.
The results of operations for the three and six months ended June 30, 2000
are not necessarily indicative of the results to be expected for the full
year.
NOTE 2-CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of Bank interests with a yield of 2-3%
NOTE 3- INCOME TAXES
The Company has Federal net operating loss carry forwards of approximately
$550 expiring in the year 2013 through 2015. The tax benefit of these
net operating losses, which totals approximately $ 83 has been offset by a
full allowance for realization. This carry forward may be limited upon the
consummation of a business combination under IRC Section 381
NOTE 4 - CHANGES IN STOCKHOLDERS' EQUITY
Accumulated deficit decreased by $10 which represents a net gain for the
three months ended June 30, 2000.
NOTE 5 - STOCKHOLDERS' EQUITY
Pursuant to a consulting services and subscription agreement dated
January 17, 1998, Carol Kaplan was issued 250,000 shares of the common
stock at par value .001 of the Company for a value of $250.00 in services.
On November 2, 1999 there was a 40:1 stock split and the 250,000 shares
were exchanged for 10,000,000 shares at par value of .00001 of the
common stock of the Company.
As of November 3, 1999, Robert Scher was issued 200,000 shares of the common
stock of the Company. These shares were issued for the total cash price
of $200.00.
8
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATIONS.
Liquidity and Capital Resources
The Company remains in the development stage and, since inception
has experienced no significant change in liquidity or capital resources or
stockholder's equity other than the receipt of proceeds in the amount of
$ 2,903.00 from its inside capitalization funds. Consequently, the Company's
balance sheet for the period of January 16, 1998 (inception) through
June 30, 2000 reflects a current asset value of $1949.00 and a total
asset value of $ 1949.00 which is all in the form of cash.
The Company will carry out its plan of business as discussed above.
The Company cannot predict to what extent its liquidity and capital
resources will be diminished prior to the consummation of a business
combination or whether its capital will be further depleted by the
operating losses (if any) of the business entity which the
Company may eventually acquire.
Results of Operations
During the period from January 16, 1998 (inception) through
June 30, 2000, the Company has engaged in no significant operations other
than organizational activities, acquisition of capital and preparation for
registration of its securities under the Securities Exchange Act of 1934,
as amended. The only source of revenue were Bank interest of $11.00.
Selling, general and administrative expenses during the three months
ended June 30, 2000 were $0 as compared to $ 0 for the three months ended
June 30, 1999.
Selling, general and administrative expenses, primarily consisted of
professional (accounting), and Delaware Taxes.
Management believes that inflation and changing prices will have
minimal effect of operations.
Liquidity and Capital Resources
The Company has had no material operations and, as of June 30, 2000, the
Company had working capital of $1949. The Company had no liabilities as
of June 30, 2000. Stockholders equity decreased from $2361 for the fiscal
year ended December 31, 1999 to $1949 for the six months ended June 30,
2000, which represents a net loss of $412 for the six months.
The Company has no present outside sources of liquidity. In the event the
Company determines that its present capital is not adequate for a future
acquisition, the Company may arrange for outside financing and /or may do a
public offering or private placement of its securities.
9
For the current fiscal year, the Company anticipates incurring a loss
as a result of organizational expenses, expenses associated with registration
under the Securities Exchange Act of 1934, and expenses associated with
locating and evaluating acquisition candidates. The Company anticipates that
until a business combination is completed with an acquisition candidate, it
will not generate revenues other than limited interest income. The Company
may also continue to operate at a loss after completing a business
combination, depending upon the performance of the acquired business.
Need for Additional Financing
The Company believes that its existing capital will be sufficient to
meet the Company's cash needs, including the costs of compliance with the
continuing reporting requirements of the Securities Exchange Act of 1934,
as amended, for a period of approximately one year. Accordingly, in the
event the Company is able to complete a business combination during this
period, it anticipates that its existing capital will be sufficient to
allow it to accomplish the goal of completing a business combination.
There is no assurance, however, that the available funds will ultimately prove
to be adequate to allow it to complete a business combination, and once a
business combination is completed, the Company's needs for additional
financing are likely to increase substantially.
No commitments to provide additional funds have been made by
management or other stockholders, and the Company has no plans, proposals,
arrangements or understandings with respect to the sale or issuance of
additional securities prior to the location of a merger or acquisition
candidate. Accordingly, there can be no assurance that any additional
funds will be available to the Company to allow it to cover its expenses.
In the event the Company does elect to raise additional capital prior to
location of a merger or acquisition candidate, it expects to do so through
the private placement of restricted securities rather than through a public
offering. The Company does not currently contemplate making a
Regulation S offering.
Regardless of whether the Company's cash assets prove to be
inadequate to meet the Company's operational needs, the Company might seek
to compensate providers of services by issuing stock in lieu of cash.
10
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) 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: July 18, 2000
Pathway Corp.
__/s/______________________________
Carol Kaplan, President
Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by
the following persons on behalf of the registrant and in the
capacities on the dates indicated.
Name Title Date
_/s/____________ President July 18, 2000
Carol Kaplan Director
_/s/________________ Director July 18, 2000
Robert Scher
11
