UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarter ended June 30, 2000
[ ] 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: 0-27827
MEZZANINE INVESTMENT CORPORATION
(Exact name of Registrant as specified in charter)
NEVADA 33-0874810
State or other jurisdiction of I.R.S. Employer I.D. No.
incorporation or organization
1516 BROOKHOLLOW DRIVE, SUITE D, SANTA ANA, CA 92705
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (714) 430-9209
Check whether the Issuer (1) has 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 fling requirements for the past 90 days. (1) Yes
[X] No [ ] (2) Yes [X] No [ ]
State the number of shares outstanding of each of the Issuer's classes of
common equity as of the latest practicable date: At August 8, 2000, there were
33,000 shares of the Registrant's Common Stock outstanding.
PART I
ITEM 1. FINANCIAL STATEMENTS
The condensed financial statements included herein have been prepared by
the Company, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations, although the Company believes that the
disclosures are adequate to make the information presented not misleading.
In the opinion of the Company, all adjustments, consisting of only normal
recurring adjustments, necessary to present fairly the financial position of
the Company as of June 30, 2000, and the results of its operations and changes
in its financial position from June 30, 1999, through June 30, 2000, have been
made. The results of its operations for such interim period is not
necessarily indicative of the results to be expected for the entire year.
<PAGE>
The accompanying notes are an integral part of these financial statements
Mezzanine Investment Corporation
(a Development Stage Company)
Balance Sheet
Assets
June 30,
2000
(Unaudited)
Current assets
Cash $ -
--------
Total Current Assets -
--------
Total Assets $ -
========
Liabilities and Stockholders' Equity
Current Liabilities
Accounts payable $ 178
Interest payable 349
Notes payable - related party 4,617
--------
Total Current Liabilities 5,144
Stockholders' Equity
Common Stock, 100,000,000 authorized
shares of $.001 par value, 33,000 shares
issued and outstanding 33
Additional Paid in Capital 32,967
Retained Deficit Accumulated during the
Development Stage (38,144)
--------
Total Stockholders' Equity (5,144)
--------
Total Liabilities and Stockholders' Equity $ -
========
<PAGE>
Mezzanine Investment Corporation
(a Development Stage Company)
Statement of Operations
For the Three For the Six From Inception
Months Ended Months Ended on August 19,
June 30, June 30, 1999 through
June 30,
2000 1999 2000 1999 2000
(Unaudited) (Unaudited) (Unaudited)
Sales $ - $ - $ - $ - $ -
------- ------- ------- ------ -------
Expenses:
General
Administrative 1,478 - 5,741 - 38,144
------- ------- ------- ------ -------
Total Expenses 1,478 - 5,741 - 38,144
------- ------- ------- ------ -------
Net Loss Before Tax 1,478 - 5,741 - 38,144
------- ------- ------- ------ -------
Taxes - - - - -
------- ------- ------- ------ -------
Net (Loss) $ (1,478) - $ (5,741) - $(38,144)
------- ------- ------- ------ -------
Net Loss Per Share $ (0.04) $ - $ (0.17) $ -
======= ======= ======= ======
Weighted average
shares outstanding 33,000 - 33,000 -
======= ======= ======= ======
<PAGE>
Mezzanine Investment Corporation
(a Development Stage Company)
Statement of Cash Flows
For the Six From Inception
Months Ended on August 19,
June 30, 1999 through
2000 1999 June 30,
(Unaudited) (Unaudited) (Unaudited)
June 30, 2000
(Unaudited)
Cash Flows from Operating Activities
Net loss $ (5,741) $ - $ (38,144)
Items not requiring cash flow
Stock issued for services - - 7,617
Increase in accounts payable (1,358) - 527
------- ------- -------
(7,099) - (30,000)
Cash Flows from Financing Activities
Cash from notes receivable - - 4,617
Cash from stock sales - - 25,383
------- ------- -------
Total - - 30,000
Cash Flows from Investing Activities - - -
------- ------- -------
Change in Cash (7,099) - -
Cash, beginning of period 7,099 - -
------- ------- -------
Cash, end of period $ - $ - $ -
======= ======= =======
Supplemental Cash Flow Information
Cash Paid For:
Interest $ - $ - $ -
Taxes $ - $ - $ -
<PAGE>
Mezzanine Investment Corporation
(a Development Stage Company)
Notes to The Financial Statements
June 30, 2000
NOTE 1 - BACKGROUND AND HISTORY
Mezzanine Investment Corporation (the Company) was organized on August
19, 1999 in the State of Nevada for the purpose of conducting any type of
business. The Company has yet to identify its specific business purpose.
The Company has yet to fully develop any material income from its stated
primary objective and it is classified as a development stage company. All
income, expenses, cash flows and stock transactions are reported since the
beginning of development stage.
NOTE 2 - CASH AND CASH EQUIVALENTS
For purposes of the statements of cash flows, the Company considers all
highly liquid debt instruments with an original maturity of three months or
less to be equivalents.
NOTE 3 - STOCK TRANSACTIONS
In its initial act as a corporation, the Company issued 33,000 shares of
stock; 25,383 for cash at $1 per share, 6,000 shares for services from the
organizers/officers/directors of the Company and 1,617 shares of stock for
legal work to organize the Company. The stock issued for services was valued
at $1, the same value as the common stock that was sold for cash.
NOTE 4 - USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect reported amounts of assets and liabilities, disclosure
of contingent assets and liabilities at the date of the financial statements
and revenues and expenses during the reporting period. In these financial
statements, assets, liabilities and earnings involve extensive reliance on
management's estimates. Actual results could differ from those estimates.
NOTE 5 - INCOME TAXES
The Company adopted Statement of Financial Accounting Standards No. 109
"Accounting for Income Taxes" in the fiscal year ended December 31, 1999 and
has applied the provisions of the statement to the current year which resulted
in no significant adjustment.
<PAGE>
Mezzanine Investment Corporation
(a Development Stage Company)
Notes to The Financial Statements
June 30, 2000
NOTE 5 - INCOME TAXES (continued)
Statement of Financial Accounting Standards No. 109 " Accounting for
Income Taxes" requires an asset and liability approach for financial
accounting and reporting for income tax purposes. This statement recognizes
(a) the amount of taxes payable or refundable for the current year and (b)
deferred tax liabilities and assets for future tax consequences of events that
have been recognized in the financial statements or tax returns.
Deferred income taxes result from temporary differences in the
recognition of accounting transactions for tax and financial reporting
purposes. There were no temporary differences at December 31, 1999 and
earlier years; accordingly, no deferred tax liabilities have been recognized
for all years.
The Company has cumulative net operating loss carryforwards over $38,000
at June 30, 2000. No effect has been shown in the financial statements for
the net operating loss carryforwards as the likelihood of future tax benefit
from such net operating loss carryforwards is not presently determinable.
Accordingly, the potential tax benefits of the net operating loss
carryforwards, estimated based upon current tax rates at June 30, 2000, have
been offset by valuation reserves in the same amount. The net operating
losses begin to expire in 2019.
NOTE 6 - NOTES PAYABLE - RELATED PARTY
As start up operating capital for the Company, a loan for $4,617 was
taken out from a corporation at a rate of 10% interest, due in one year. The
loan is unsecured. The corporation giving the loan is also a shareholder of
the Company.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Company is a development stage company. Since its inception, the
Company has had no operations. The Company was organized for the purpose of
engaging in any lawful activity permitted under Nevada state law; however, the
Company does not have any significant cash or other material assets, nor does
it have an established source of revenues sufficient to cover operating costs
and to allow it to continue as a going concern. The Company intends to take
advantage of any reasonable business proposal presented which management
believes will provide the Company and its stockholders with a viable business
opportunity. The board of directors will make the final approval in
determining whether to complete any acquisition, but will submit the proposal
to the shareholders for final approval.
The original shareholders contributed a total of $25,383 as capital
contributions for stock of the Company and Mezzanine Capital Ltd. loaned
$4,617 to the Company for operating expenses.
The investigation of specific business opportunities and the negotiation,
drafting, and execution of relevant agreements, disclosure documents, and
other instruments will require substantial management time and attention and
will require the Company to incur costs for payment of accountants, attorneys,
and others. If a decision is made not to participate in or complete the
acquisition of a specific business opportunity, the costs incurred in a
related investigation will not be recoverable. Further, even if an agreement
is reached for the participation in a specific business opportunity by way of
investment or otherwise, the failure to consummate the particular transaction
may result in a the loss to the Company of all related costs incurred.
Currently, management is not able to determine the time or resources that
will be necessary to locate and acquire or merge with a business prospect.
There is no assurance that the Company will be able to acquire an interest in
any such prospects, products, or opportunities that may exist or that any
activity of the Company, regardless of the completion of any transaction, will
be profitable. If and when the Company locates a business opportunity,
management of the Company will give consideration to the dollar amount of that
entity's profitable operations and the adequacy of its working capital in
determining the terms and conditions under which the Company would consummate
such an acquisition. Potential business opportunities, no matter which form
they may take, will most likely result in substantial dilution for the
Company's shareholders due to the likely issuance of stock to acquire such an
opportunity.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Mezzanine Investment Corporation
Date: August 10, 2000 By /s/ Eric Chess Bronk, President and
Principal Financial and
Accounting Officer
