U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarter ended November 30, 1999
Commission file no. 0-27769
Alternate Achievements, Inc
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(Name of Small Business Issuer in its Charter)
Florida 65-0522144
- ------------------------------------ -----------------------
(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification No.)
251 Sunrise Avenue, Suite 203
Palm Beach, FL 33480
- ------------------------------------------ -----------------------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (561) 659-6530
Securities to be registered under Section 12(b) of the Act:
Title of each class Name of each exchange
on which registered
None None
- ----------------------------------- -----------------------------
Securities to be registered under Section 12(g) of the Act:
Common Stock, $.0001 par value per share
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(Title of class)
Copies of Communications Sent to:
Donald F. Mintmire
Mintmire & Associates
265 Sunrise Avenue, Suite 204
Palm Beach, FL 33480
Tel: (561) 832-5696 - Fax: (561) 659-5371
<PAGE>
Indicate by 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
--- ---
As of November 30, 1999, there are 6,000,000 shares of voting stock of the
registrant issued and outstanding.
<PAGE>
PART I
Item 1. Financial Statements
<TABLE>
<CAPTION>
ALTERNATE ACHIEVEMENTS, INC.
TABLE OF CONTENTS
<S> <C>
Page
Balance Sheet F-2
Statement of Operations and Deficit Accumulated
during the development stage F-3
Statement of Changes in Stockholders' Equity F-4
Statement of Cash Flows F-5
Notes to Financial Statements F-6
</TABLE>
F-1
<PAGE>
<TABLE>
<CAPTION>
ALTERNATE ACHIEVEMENTS, INC.
( A Development Stage Company)
BALANCE SHEET
November 30, 1999
- --------------------------------------------------------------- --------------
ASSETS
<S> <C>
Current Assets:
Cash $ 15,905
- --- ----------------------------------------------------------- --------------
TOTAL CURRENT ASSETS $ 15,905
- --------------------------------------------------------------- --------------
$ 15,905
- --- ----------------------------------------------------------- --------------
LIABILITIES
Current Liabilities:
Accrued expenses $ 1,905
- --- ----------------------------------------------------------- --------------
TOTAL CURRENT LIABILITIES $ 1,905
- --------------------------------------------------------------- --------------
$ 1,905
- --- ----------------------------------------------------------- --------------
STOCKHOLDERS' EQUITY
Common stock - $.0001 par value - 50,000,000 shares
authorized 6,000,000 shares issued and
outstanding 600 Preferred stock - No par
value - 10,000,000 shares authorized
No shares issued or outstanding -
Additional paid-in-capital 21,900
Deficit accummulated during the development stage (8,500)
- --- ----------------------------------------------------------- --------------
TOTAL STOCKHOLDERS' EQUITY 14,000
- --------------------------------------------------------------- --------------
$ 15,905
- --- ----------------------------------------------------------- --------------
</TABLE>
The accompanying notes are an integral part of the
financial statements.
F-2
<PAGE>
<TABLE>
<CAPTION>
ALTERNATE ACHIEVEMENTS, INC.
( A Development Stage Company)
STATEMENT OF OPERATIONS AND DEFICIT
ACCUMULATED DURING THE DEVELOPMENT STAGE
For the period September 1, 1999 to November 30, 1999
- ----------------------------------------------------------------------------
<S> <C>
Revenues $ -
- ------------------------------------------------------------- ---------------
Operating expenses:
Professional fees 6,000
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Total operating expenses 6,000
- ------------------------------------------------------------- ---------------
Loss before income taxes (6,000)
Income taxes -
- ------------------------------------------------------------- ---------------
Net loss (6,000)
Deficit accumulated during the
development stage - September 1, 1999 (2,500)
- ------------------------------------------------------------- ---------------
Deficit accumulated during the
development stage - November 30, 1999 $ (8,500)
- ------------------------------------------------------------- ---------------
Net loss per share $ (0.001)
- ------------------------------------------------------------- ---------------
Weighted average shares of common stock 6,000,000
- ------------------------------------------------------------- ---------------
</TABLE>
The accompanying notes are an integral part of the
financial statements.
F-3
<PAGE>
<TABLE>
<CAPTION>
ALTERNATE ACHIEVEMENTS, INC.
( A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Additional
Number of Preferred Common Paid - In Deficit
Shares Stock Stock Capital Accumulated Total
- --- --------------------------------------- ---------- ---------- ------- ---------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
Beginning balance:
September 15, 1994 - Services 5,500,000 $ - 550 $ 1,950 $ - $ 2,500
(Date of Inception)
Issuance of Common Stock:
September 24, 1999 500,000 - 50 19,950 20,000
Deficit accumulated during
the development stage - - - - (8,500) (8,500)
- --- --------------------------------------- ---------- ---------- ------- ----------- ------------ ------------
Balance - November 30, 1999 6,000,000 $ - $ 600 $ 21,900 $ (8,500) $ 14,000
- ------------------------------------------- ---------- ---------- ------- ----------- ------------ ------------
</TABLE>
The accompanying notes are an integral part of the
financial statements.
F-4
<PAGE>
<TABLE>
<CAPTION>
ALTERNATE ACHIEVEMENTS, INC.
(A Development Stage Company)
Statement of Cash Flows
For the period September 1, 1999 to November 30, 1999
- ------------------------------------------------------------- --------------
Operating Activities:
<S> <C>
Net loss $ (6,000)
Adjustments to reconcile net loss to net cash
used by operating activities:
Increase in:
Accrued expenses 1,905
- ---- --- --- --- -------------------------------------------- --------------
Net cash provided by operating activities (4,095)
- ------------------------------------------------------------- --------------
Financing activities:
Issuance of Common Stock 20,000
- ---- -------------------------------------------------------- --------------
Net cash provided by financing activities 20,000
- ------------------------------------------------------------- --------------
Net increase in cash 15,905
- ------------------------------------------------------------- --------------
Cash - November 30, 1999 $ 15,905
- ------------------------------------------------------------- --------------
</TABLE>
The accompanying notes are an integral part of the
financial statements.
F-5
<PAGE>
ALTERNATE ACHIEVEMENTS, INC.
NOTES TO FINANCIAL STATEMENTS
Note A - Summary of Significant Accounting Policies:
Organization
Alternate Achievements, Inc. (a development stage company) is a Florida
Corporation organized to engage in the marketing and distribution of training
programs and seminars to corporate level executives on various management
issues. The Company failed in its attempt to implement its initial business plan
and during September 1995 abandoned its efforts. The Company had no operations
for the period prior to September 1995. The Company was inactive and there were
no transactions from September 1995 to the date of reinstatement by the State of
Florida on November 30, 1998 that affect the balances reflected in the financial
statements as of September 1, 1999.
The Company has a new business plan, which was adopted on or about September 1,
1999, which is to engage in seeking potential operating businesses and business
opportunities with the intent to acquire or merge with such businesses. The
assets of the Company will be used for its expenses of operation to implement
this plan.
Accounting Method
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a August 31 year-end.
Start - Up Costs
Start - up and organization costs are being expensed as incurred.
Loss Per Share
The computation of loss per share of common stock is based on the weighted
average number of shares outstanding at the date of the financial statements.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.
Interim Financial Statements
The November 30, 1999 interim financial statements include all adjustments,
which in the opinion of management, are necessary in order to make the financial
statements not misleading
Note B - Stockholders' Equity:
On September 15, 1994, the Company issued 5,500,000 shares of common stock, in
lieu of cash, for the fair market value of services rendered by its initial
stockholders. On or about September 1, 1999, third parties purchased the shares
from the initial stockholders.
F-6
<PAGE>
Note B - Stockholders' Equity (con't):
Subsequently the same third parties purchased at $0.04 per share, 500,000 shares
of the common stock of the Company in a private placement pursuant to Regulation
D of the SEC. The $6,000 in professional fees includes the costs and expenses of
legal and accounting service associated with the preparation and filing of the
registration statement.
At November 30, 1999, the Company had authorized 50,000,000 shares of $.0001 par
value common stock and had 6,000,000 shares of common stock issued and
outstanding. In addition, the Company authorized 10,000,000 shares of preferred
stock with the specific terms; conditions, limitations and preferences to be
determined by the Board of Directors.
None of the preferred stock was issued and outstanding as of November 30, 1999.
Note C - Income Taxes:
The Company has a net operating loss carry forward of $6,000 that may be offset
against future taxable income. If not used, the carry forward will expire in
2019.
The amount recorded as deferred tax assets, cumulative as of November 30,1999 is
$1,000, which represents the amounts of tax benefits of loss carry-forwards. The
Company has established a valuation allowance for this deferred tax asset of
$1,000, as the Company has no history of profitable operations.
Note D - Going Concern:
The Company's financial statements are prepared using generally accepted
accounting principles applied to a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. The Company has incurred losses from its inception through November
30, 1999. It has not established revenues sufficient to cover operating costs
and to allow it to continue as a going concern. Management plans currently
provide for experts to secure a successful acquisition or merger partner so that
it will be able to continue as a going concern. In the event such efforts are
unsuccessful, contingent plans have been arranged to provide that the current
Director of the Company is to fund required future filings under the 34 Act, and
existing shareholders have expressed an interest in additional funding if
necessary to continue the Company as a going concern.
F-7
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation
The Company is considered a development stage company with limited
assets or capital, and with no operations or income since 1995. The costs and
expenses associated with the preparation and filing of this registration
statement and other operations of the Company have been paid for by a
shareholder, specifically John N. Marratt (see Item 4, Security Ownership of
Certain Beneficial Owners and Management, John N. Marratt is the controlling
shareholder). Mr. Marratt has agreed to pay future costs associated with filing
future reports under Exchange Act of 1934 if the Company is unable to do so. It
is anticipated that the Company will require only nominal capital to maintain
the corporate viability of the Company and any additional needed funds will most
likely be provided by the Company's existing shareholders or its sole officer
and director in the immediate future. Current shareholders have not agreed upon
the terms and conditions of future financing and such undertaking will be
subject to future negotiations, except for the express commitment of Mr. Marratt
to fund required 34 Act filings. Repayment of any such funding will also be
subject to such negotiations. However, unless the Company is able to facilitate
an acquisition of or merger with an operating business or is able to obtain
significant outside financing, there is substantial doubt about its ability to
continue as a going concern.
In the opinion of management, inflation has not and will not have a
material effect on the operations of the Company until such time as the Company
successfully completes an acquisition or merger. At that time, management will
evaluate the possible effects of inflation on the Company as it relates to its
business and operations following a successful acquisition or merger.
Management plans may but do not currently provide for experts to
secure a successful acquisition or merger partner so that it will be able to
continue as a going concern. In the event such efforts are unsuccessful,
contingent plans have been arranged to provide that the current Director of the
Company is to fund required future filings under the 34 Act, and existing
shareholders have expressed an interest in additional funding if necessary to
continue the Company as a going concern.
Plan of Operation
During the next twelve months, the Company will actively seek out and
investigate possible business opportunities with the intent to acquire or merge
with one or more business ventures. In its search for business opportunities,
management will follow the procedures outlined in Item 1 above. Because the
Company has limited funds, it may be necessary for the sole officer and director
to either advance funds to the Company or to accrue expenses until such time as
a successful business consolidation can be made. The Company will not be a
condition that the target company must repay funds advanced by its officers and
directors. Management intends to hold expenses to a minimum and to obtain
services on a contingency basis when possible. Further, the Company's directors
will defer any compensation until such time as an acquisition or merger can be
accomplished and will strive to have the business opportunity provide their
remuneration. However, if the Company engages outside advisors or consultants in
its search for business opportunities, it may be necessary for the Company to
attempt to raise additional funds. As of the date hereof, the Company has not
made any arrangements or definitive agreements to use outside advisors or
consultants or to raise any capital. In the event the Company does need to raise
capital most likely the only method available to the Company would be the
private sale of its securities. Because of the nature of the Company as a
development stage company, it is unlikely that it could make a public sale of
securities or be able to borrow any significant sum from either a commercial or
private lender. There can be no assurance that the Company will able to obtain
additional funding when and if needed, or that such funding, if available, can
be obtained on terms acceptable to the Company.
<PAGE>
The Company does not intend to use any employees, with the possible
exception of part-time clerical assistance on an as-needed basis. Outside
advisors or consultants will be used only if they can be obtained for minimal
cost or on a deferred payment basis. Management is convinced that it will be
able to operate in this manner and to continue its search for business
opportunities during the next twelve months.
Year 2000 Compliance
The Year 2000 issue is the result of potential problems with computer
systems or any equipment with computer chips that use dates where the date has
been stored as just two digits (e.g. 98 for 1998). On January 1, 2000, any clock
or date recording mechanism including date sensitive software which uses only
two digits to represent the year, may recognize the date using 00 as the year
1900 rather than the year 2000. This could result in a system failure or
miscalculations causing disruption of operations, including among other things,
a temporary inability to process transactions, send invoices, or engage in
similar activities.
The Company did not experience a materially negative impact during the
Year 2000 date switchover and it has determined that there will be minimal
impact if any to its business, operations or financial condition since all of
the internal software to be developed and utilized by the Company will be and
has been upgraded to support Year 2000 versions.
There can be no assurance, however, that the systems of other companies
on which the Company's systems may have to rely also will be timely converted or
that any such failure to convert by another company would not have an adverse
affect on the Company's systems. Currently the Company does not rely on other
systems that might have an adverse affect on any Company systems and does not
anticipate any such reliance in the near future.
Forward-Looking Statements
This Form 10-QSB includes "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. All statements, other
than statements of historical facts, included or incorporated by reference in
this Form 10-QSB which address activities, events or developments which the
Company expects or anticipates will or may occur in the future, including such
things as future capital expenditures (including the amount and nature thereof),
finding suitable merger or acquisition candidates, expansion and growth of the
Company's business and operations, and other such matters are forward-looking
statements. These statements are based on certain assumptions and analyses made
by the Company in light of its experience and its perception of historical
trends, current conditions and expected future developments as well as other
factors it believes are appropriate in the circumstances. However, whether
actual results or developments will conform with the Company's expectations and
predictions is subject to a number of risks and uncertainties, general economic
market and business conditions; the business opportunities (or lack thereof)
that may be presented to and pursued by the Company; changes in laws or
regulation; and other factors, most of which are beyond the control of the
Company. Consequently, all of the forward-looking statements made in this Form
10-QSB are qualified by these cautionary statements and there can be no
assurance that the actual results or developments anticipated by the Company
will be realized or, even if substantially realized, that they will have the
expected consequence to or effects on the Company or its business or operations.
The Company assumes no obligations to update any such forward-looking
statements.
<PAGE>
PART II
Item 1. Legal Proceedings.
The Company knows of no legal proceedings to which it is a party or to
which any of its property is the subject which are pending, threatened or
contemplated or any unsatisfied judgments against the Company.
Item 2. Changes in Securities and Use of Proceeds
None
Item 3. Defaults in Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted during the quarter ending November 30, 1999,
covered by this report to a vote of the Company's shareholders, through the
solicitation of proxies or otherwise.
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) The exhibits required to be filed herewith by Item 601 of Regulation
S-B, as described in the following index of exhibits, are incorporated
herein by reference, as follows:
Exhibit No. Description
- ------------- ---------------------------
3(i).1 Articles of Incorporation filed September 9, 1994
3(i).2 Articles of Amendment filed October 1, 1999
3(ii).1 By-laws
27 * Financial Data Schedule
- -------------------------------
* Filed herewith
<PAGE>
Signatures
----------
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
there unto duly authorized.
Alternate Achievements, Inc.
(Registrant)
Date: January 14, 2000 BY: /s/ John N. Marratt
-----------------------------
John N. Marratt, President
In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.
Date Signature Title
- ------------ --------------- ----------
January 14, 2000 BY:/s/ John N. Marratt
-----------------------
John N. Marratt President, Secretary,
Treasurer, Director
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0001097504
<NAME> Alternate Achievements, Inc
<MULTIPLIER> 1
<CURRENCY> U.S. Currency
<S> <C>
<PERIOD-TYPE> 3-mos
<FISCAL-YEAR-END> Aug-31-1999
<PERIOD-START> Sep-01-1999
<PERIOD-END> Nov-30-1999
<EXCHANGE-RATE> 1
<CASH> 15,905
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 15,905
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 15,905
<CURRENT-LIABILITIES> 1,905
<BONDS> 0
0
0
<COMMON> 600
<OTHER-SE> 14,000
<TOTAL-LIABILITY-AND-EQUITY> 15,905
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 6,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (6,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (6,000)
<EPS-BASIC> (0.001)
<EPS-DILUTED> 0
</TABLE>
