UNITED STATES
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 period ended November 30, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 000-27731
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TALGER MANAGEMENT INC.
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(Name of Small Business Issuer)
Delaware 98-0212039
- ------------------------------- -------------------------------------
(State or Other Jurisdiction of I.R.S. Employer Identification Number
Incorporated or Organization)
8148 153A Street, SURREY B.C. V3S-7X8
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(Address of Principal Executive Offices including Zip Code)
604/599-4607
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(Issuer's Telephone Number)
N/A
---
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (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 [ ]
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 practicable date: 5,000,000 common shares
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TALGER MANAGEMENT, INC.
(A Development Stage Company)
Financial Statements
(unaudited)
November 30, 1999
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TALGER MANAGEMENT, INC.
(A Development Stage Company)
Balance Sheet
November 30, 1999
(unaudited)
ASSETS
------
Cash $ 456
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TOTAL ASSETS $ 456
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LIABILITIES AND STOCKHOLDERS EQUITY
-----------------------------------
LIABILITIES
Accounts payable $ 2,249
Due to related party 1,039
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TOTAL LIABILITIES 3,288
STOCKHOLDER'S EQUITY
Common stock, $.0001 par value, 100,000,000
shares authorized, 5,000,000 shares issued
and outstanding 500
Accumulated deficit during development stage (3,332)
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TOTAL STOCKHOLDER'S EQUITY (DEFICIT) (2,832)
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ 456
============
See accompanying notes to financial statements
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TALGER MANAGEMENT, INC.
(A Development Stage Company)
Statement of Operations for the Period
July 16, 1999 (inception) to November 30, 1999
(unaudited)
Income $ --
Expenses
Bank charges 44
Organizational expenses 239
Professional fees 3,049
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Net Loss $ (3,332)
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See accompanying notes to financial statements
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TALGER MANAGEMENT, INC.
(A Development Stage Company)
Statement of Changes in Stockholder's Equity for the Period
July 16, 1999 (inception) to November 30, 1999
(unaudited)
Accumulated
Deficit During
Common Stock Development Stage Total
------------ ----------------- -----
Common stock issuance $ 500 $ -- $ 500
Net loss for the period July
16, 1999 to November 30, 1999
-- (3,332) (3,332)
------------ ------------ ------------
$ 500 $ (3,332) $ (2,832)
============ ============ ============
See accompanying notes to financial statements
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TALGER MANAGEMENT, INC.
(A Development Stage Company)
Statement of Cash Flows for the Period
July 16, 1999 (inception) to November 30, 1999
(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (3,332)
Adjustments to reconcile net loss to net cash
used by operating activities:
Increase in accounts payable 2,249
Due to related parties 1,039
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Net cash (used) in operating activities (44)
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CASH FLOWS FROM INVESTING ACTIVITIES --
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock 500
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Net cash provided by financing activities 500
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INCREASE IN CASH AND CASH EQUIVALENTS 456
CASH, BEGINNING OF PERIOD --
CASH, END OF PERIOD $ 456
============
See accompanying notes to financial statements
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TALGER MANAGEMENT, INC.
(A Development Stage Company)
Notes to Financial Statements
November 30, 1999
(unaudited)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Business Operations
- ------------------------------------
Talger Management, Inc. (a development stage company) ("the Company") was
incorporated in Delaware on July 16, 1999 to serve as a vehicle to effect a
merger, exchange of capital stock, asset acquisition or other business
combination with a domestic or foreign private business. At November 30, 1999,
the Company had not yet commenced any formal business operations, and all
activity to date relates to the Company's formation and proposed fund raising.
The Company's ability to commence operations is contingent upon its ability to
identify a prospective target business and raise the capital it will require
through the issuance of equity securities, debt securities, bank borrowings or a
combination thereof.
Use of Estimates
- ----------------
The preparation of the 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
- ----
For purposes of the statement of cash flows, the Company considers all highly
liquid investments purchased with an original maturity of three months or less
to be cash equivalents.
NOTE 2 - STOCKHOLDER'S EQUITY
A. Common Stock
The Company is authorized to issue 100,000,000 shares of common stock at
$.0001 par value. The Company issued 5,000,000 shares of its common stock
to 517093 B.C. Ltd. pursuant to Rule 506 for an aggregate consideration of
$500.
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B. Additional Paid-In Capital
Additional paid-in capital represents the fair value of services
contributed to the Company by its president and the amount of organization
and professional costs incurred by 517093 B.C. Ltd. on behalf of the
Company. (See Note 3)
NOTE 3 - AGREEMENT
The Company signed an agreement with 517093 B.C. Ltd. 517093 B.C. Ltd., a
related entity (See Note 4). The Agreement calls for 517093 B.C. Ltd. to
provide the following services, without reimbursement from the Company,
until the Company enters into a business combination as described in Note
1A
1. Preparation and filing of required documents with the Securities and
Exchange Commssion;
2. Location and review of potential target companies;
3. Payment of all corporate, organizational, and other costs incurred by
the Company.
NOTE 4 - RELATED PARTIES
The director of the Company also owns a controlling interest in the
outstanding stock of 517093 B.C. Ltd.. (See Note 3)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The Company has registered its common stock on a Form 10-SB registration
statement filed pursuant to the Securities Exchange Act of 1934 (the "Exchange
Act") and Rule 12(g) thereof. The Company files with the Securities and Exchange
Commission periodic and episodic reports under Rule 13(a) of the Exchange Act,
including quarterly reports on Form 10-QSB and annual reports Form 10-KSB. As a
reporting company under the Exchange Act, the Company may register additional
securities on Form S-8 (provided that it is then in compliance with the
reporting requirements of the Exchange Act) and on Form S-3 (provided that is
has during the prior 12 month period timely filed all reports required under the
Exchange Act).
The Company was formed to engage in a merger with or acquisition of an
unidentified foreign or domestic private company which desires to become a
reporting company whose securities have been registered under the Exchange Act.
The Company may be deemed to meet the definition of a "blank check" company
contained in Section (7)(b)(3) of the Securities Act of 1933, as amended.
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Management believes that there are perceived benefits to being a reporting
company which may be attractive to foreign and domestic private companies.
These benefits are commonly thought to include
(1) the ability to use securities to make acquisition of assets or
businesses;
(2) increased visibility in the financial community;
(3) the facilitation of borrowing from financial institutions;
(4) improved trading efficiency;
(5) the potential for shareholder liquidity;
(6) greater ease in subsequently raising capital;
(7) compensation of key employees through options for stock for which
there may be a public market;
(8) enhanced corporate image; and,
(9) a presence in the United States capital market.
A private company which may be interested in a business combination with
the Company may include
(1) a company for which a primary purpose of becoming a reporting company
is the use of its securities for the acquisition of assets or
businesses;
(2) a company which is unable to find an underwriter of its securities or
is unable to find an underwriter of securities on terms acceptable to
it;
(3) a company which wishes to become a reporting company with less
dilution of its common stock than would occur normally upon an
underwriting;
(4) a company which believes that it will be able obtain investment
capital on more favorable terms after it has become a reporting
company;
(5) a foreign company which may wish an initial entry into the United
States securities market;
(6) a special situation company, such as a company seeking to satisfy
redemption requirements under a qualified Employee Stock Option Plan;
and,
(7) a company seeking one or more of the other benefits believed to attach
to a reporting company.
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Management is actively engaged in seeking a qualified private company as a
candidate for a business combination. The Company is authorized to enter into a
definitive agreement with a wide variety of private businesses without
limitation as to their industry or revenues. It is not possible at this time to
predict with which private company, if any, the Company will enter into a
definitive agreement or what will be the industry, operating history, revenues,
future prospects or other characteristics of that company.
As of the date hereof, management has not made any final decision
concerning or entered into any agreements for a business combination. When any
such agreement is reached or other material fact occurs, the Company will file
notice of such agreement or fact with the Securities and Exchange Commission on
Form 8-K. Persons reading this Form 10-QSB are advised to see if the Company has
subsequently filed a Form 8-K.
The current shareholders of the Company have agreed not to sell or
otherwise transfer any of their common stock of the Company except in connection
with a business combination.
The Company does not intend to trade its securities in the secondary market
until completion of a business combination. It is anticipated that following
such occurrence the Company will take the steps required to cause its common
stock to be admitted to quotation on the NASD OTC Bulletin Board or, if it then
meets the financial and other requirements thereof, on the Nasdaq SmallCap
Market, National Market System or regional or national exchange.
COMPUTER SYSTEMS REDESIGNED FOR YEAR 2000
Many existing computer programs use only two digits to identify a year in
such program's date field. These programs were designed and developed without
consideration of the impact of the change in the century for which four digits
will be required to accurately report the date. If not corrected, many computer
applications could fail or create erroneous results by or following the year
2000 ("Year 2000 Problem"). Many of the computer programs containing such date
language problems have not been corrected by the companies or governments
operating such programs. The Company does not have operations and does not
maintain computer systems. However, it is impossible to predict what computer
programs will be effected, the impact any such computer disruption will have on
other industries or commerce or the severity or duration of a computer
disruption.
Before the company enters into any business combination, it will inquire as
to the status of any target company's Year 2000 Problem, the steps such target
company has taken to correct any such problem and the probable impact on such
target company of any computer disruption. However, there can be no assurance
that the Company will not combine with a target company that
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has an uncorrected Year 2000 Problem or that any such Year 2000 Problem
corrections are sufficient. The extent of the Year 2000 Problem of a target
company may be impossible to ascertain and its impact on the Company is
impossible to predict.
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no legal proceedings against the Company and the Company is
unaware of such proceedings contemplated against it.
ITEM 2. CHANGES IN SECURITIES
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 4
-- Certificate of Incorporation filed as an exhibit to the Company's
registration statement on Form 10-SB (File No. 0-27731) filed on October 20
17, 1999 and is incorporated herein by reference.
-- By-Laws filed as an exhibit to the Company's registration statement on
Form 10-SB (File No. 0-27731) filed on October 20, 1999 which is
incorporated herein by reference.
(b) Reports on Form 8-K
There were no reports on Form 8-K filed by the Company during the quarter.
<PAGE>
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.
TALGER MANAGEMENT INC
By: /s/ Damion Loth
Damion Loth, President
Dated: December 9, 1999
