<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
Quarterly Report Under Section 13 or 15 (d) of
Securities Exchange Act of 1934
For Period ended December 31, 1999
Commission File Number 0-28287
CALIPSO, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 88-0418749
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(State of Incorporation) (I.R.S. Employer Identification No.)
13525 MIDLAND RD., SUITE I, POWAY, CA 92064
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(Address of Principal Executive Offices) (Zip Code)
(619) 692-2518
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(Registrant's telephone number, including area code)
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) has been subject to such filing
requirements for the past 90 days.
Yes X No
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Indicate the number of shares outstanding of each of the issuer's classes of
common stock at the latest practicable date.
As of December 31, 1999, the registrant had 6,696,000 shares of common stock,
$.001 par value, issued and outstanding.
<PAGE> 2
PART 1 FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
CALIPSO, INC.
(a Development Stage Company)
BALANCE SHEETS
UNAUDITED
<TABLE>
<CAPTION>
Dec 31 Dec 31
ASSETS 1999 1998
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<S> <C> <C>
CURRENT ASSETS
CASH 2,412 8,600
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TOTAL CURRENT ASSETS 2,412 8,600
FIXED ASSETS
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NET FIXED ASSETS 0 0
OTHER ASSETS
ORGANIZATION COSTS 0 0
LESS AMORTIZATION 0 0
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TOTAL OTHER ASSETS 0 0
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TOTAL ASSETS 2,412 8,600
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
------- -------
TOTAL CURRENT LIABILITIES 0 0
LONG TERM LIABILITIES
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TOTAL LONG TERM LIABILITIES 0 0
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TOTAL LIABILITIES 0 0
STOCKHOLDERS' EQUITY
COMMON STOCK - $.001 par value 6,696 3
50,000,000 shares authorized, 6,696,000 issued
and outstanding at 12/31/99, 186,000 issued
and outstanding at 12/31/98
ADDITIONAL PAID IN CAPITAL 11,904 18,597
BEGINNING RETAINED DEFICIT -10,000 0
NET LOSS -6,188 -10,000
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ENDING RETAINED DEFICIT -16,188 -10,000
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TOTAL STOCKHOLDERS' EQUITY 2,412 8,600
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TOTAL LIAB & STOCKHOLDERS' EQUITY 2,412 8,600
======= =======
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
<PAGE> 3
FINANCIAL STATEMENTS (continued)
CALIPSO, INC.
STATEMENTS OF OPERATIONS
(a Development Stage Company)
For The Nine Months Ended December 31, 1999
UNAUDITED
<TABLE>
<CAPTION>
Dec 31 Dec 31
1999 1998
--------- -------
<S> <C> <C>
REVENUE
--------- -------
TOTAL REVENUE 0 0
DIRECT COSTS
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TOTAL COST OF GOODS SOLD 0 0
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GROSS PROFIT 0 0
OPERATING EXPENSES
MANAGEMENT FEES 500 10,000
OFFICE EXPENSE 1,833 0
ACCOUNTING & AUDIT FEES 2,800 0
LICENSES & FEES 1,055
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TOTAL OPERATING EXPENSES 6,188 10,000
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LOSS FROM OPERATIONS -6,188 -10,000
OTHER INCOME & EXPENSE
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TOTAL OTHER INCOME & EXPENSE 0 0
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LOSS BEFORE TAXES -6,188 -10,000
--------- -------
NET LOSS -6,188 -10,000
========= =========
NET LOSS PER SHARE NIL NIL
WEIGHTED AVERAGE NUMBER OF COMMON 8,160,000 186,000
SHARES OUTSTANDING
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
<PAGE> 4
FINANCIAL STATEMENTS (continued)
CALIPSO, INC.
(a Development Stage Company)
For the Nine Months Ended
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Dec 31 Dec 31
1999 1998
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<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
NET INCOME (LOSS) -6,188 0
ADJ TO RECONCILE NET INCOME (LOSS) TO NET
CASH USED IN OPERATING ACTIVITIES:
AMORTIZATION 0 0
CHANGES IN ASSETS AND
LIABILITIES 0 0
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NET CASH FLOWS FROM OPERATING ACTIVITIES -6,188 0
CASH FLOWS FROM INVESTING ACTIVITIES:
ORGANIZATION COSTS 0 0
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NET CASH FLOWS FROM INVESTING ACTIVITIES 0 0
CASH FLOWS FROM FINANCING ACTIVITIES:
ISSUANCE OF COMMON
STOCK FOR CASH 0 0
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NET CASH FLOWS FROM FINANCING ACTIVITIES 0 0
NET INCREASE (DECREASE) IN CASH -6,188 0
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CASH AT BEGINNING OF PERIOD 8,600 8,600
------ -----
CASH AT END OF PERIOD 2,412 8,600
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
<PAGE> 5
FINANCIAL STATEMENTS (continued)
NOTES TO FINANCIAL STATEMENTS
1. MANAGEMENT'S OPINION
In the opinion of management, the accompanying financial statements contain all
adjustments necessary to present fairly the financial position of the company as
of December 31, 1999 and 1998, and the results of operations for the nine months
ended December 31, 1999 and 1998, and the changes in cash for the nine months
ended December 31, 1999 and 1998. The accompanying financial statements have
been adjusted as of December 31, 1999 as required by Item 310 (b) of Regulation
S-B to include all adjustments which in the opinion of Management are necessary
in order to make the financial statements not misleading.
2. INTERIM REPORTING
The results of operations for the nine months ended December 31, 1999 and 1998,
are not necessarily indicative of the results to be expected for the remainder
of the year.
3. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Organization and Nature of Operations
The Company was incorporated in Delaware on May 31, 1994. The Company is a
development stage company and has not conducted any business activities to date.
4. Basis of Accounting
The Company's policy is to use the accrual method of accounting and to prepare
and present financial statements which conform to generally accepted accounting
principles. The preparation of 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 reported amounts of revenues and expenses during the reporting
periods. Actual results could differ from those estimates.
5. Cash and equivalents
For purpose of the statements of cash flows, all highly liquid investments with
a maturity of three months or less are considered to be cash equivalents. There
were no cash equivalents as of December 31, 1999.
<PAGE> 6
FINANCIAL STATEMENTS (continued)
NOTES TO FINANCIAL STATEMENTS
6. Income Taxes
Income taxes are provided for using the liability method of accounting in
accordance with Statement of Financial Accounting Standards No. 109 (SFAS 109),
"Accounting for Income Taxes." A deferred tax asset or liability is recorded for
all temporary differences between financial and tax reporting. Deferred tax
expense (benefit) results from the net change during the year of deferred tax
assets and liabilities.
PART 1 FINANCIAL INFORMATION
Management's Plan of Operations
The Company maintains a cash balance sufficient to sustain corporate operations
until such time as Management can raise the funding necessary to advance its
business plan. The losses of $6188 through December 1999 were due to operating
expenses including licenses and fees, accounting and audit fees and office
expenses. Sales of the Company's equity securities have allowed the Company to
maintain a positive cash flow balance.
The Company's two year business plan encompasses the following steps to
implement its Internet service business plan: raise capital of $2,000,000
through the sale of equity securities via a private placement during months one
through six, during months seven through twelve budget $511,000 for development
of its web site to include $100,000 for content materials and licenses, $30,000
for one Webmaster programmer, $40,000 for two programmers, $17,000 for one
scientific text writer, $12,000 for one artist, $25,000 for one marketing
manager to handle advertising and sponsor revenues, $12,000 for one office staff
assistant, $25,000 for purchase of computers and fixed assets, $200,000 for
advertising, and $50,000 for rent and other operating expenses.
Management has made initial progress in implementing its business plan by
registering its Internet domain name on the Internet, applying for U.S.
trademark protection, and setting up a preliminary web site -
universeofnature.com. The Company will only be able to continue to advance its
business plan after it receives capital funding through the sale of equity
securities. After raising capital, Management intends to hire employees, rent
commercial space in San Diego, purchase furniture and equipment, and begin
development of its web site operations. The Company intends to use its equity
capital to fund the Company's business plan during the next twelve months as
cash flow from sales is not estimated to begin until year two of its business
plan. The Company will face considerable risk in each of its business plan
steps, such as difficulty of hiring competent personnel within its budget,
longer than anticipated web site programming, and a shortfall of funding due to
the Company's inability to raise capital in the equity securities market. If no
funding is received during the next twelve months, the Company will be forced to
rely on its existing cash in the bank and funds loaned by the directors and
officers. The Company's officers and directors have no formal commitments or
arrangements to advance or loan funds to the Company. In such a restricted cash
<PAGE> 7
FINANCIAL STATEMENTS (continued)
NOTES TO FINANCIAL STATEMENTS
flow scenario, the Company would be unable to complete its business plan steps,
and would, instead, delay all cash intensive activities. Without necessary cash
flow, the Company may be dormant during the next twelve months, or until such
time as necessary funds could be raised in the equity securities market.
PART II OTHER INFORMATION
ITEM 1 Not applicable.
ITEMS 2-4: Not applicable
ITEM 5: Information required in lieu of Form 8-K: None
ITEM 6: Exhibits and Reports on 8-K:
a) Exhibit # 27.1, "Financial Data Schedule"
b) No reports on Form 8-K were filed during the fiscal quarter ended
December 31, 1999
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Calipso, Inc.
Dated: February 9, 2000 /s/ Robert J. Ransom
-----------------------------------------
Robert J. Ransom
President and Chief Executive Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM INTERIM
FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED DECEMBER 31, 1999 AND FOR THE
NINE MONTHS ENDED DECEMBER 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH CALISPO, INC. 10Q-SB.
</LEGEND>
<S> <C> <C>
<PERIOD-TYPE> 9-MOS 9-MOS
<FISCAL-YEAR-END> MAR-31-2000 MAR-31-1999
<PERIOD-START> APR-01-1999 APR-01-1998
<PERIOD-END> DEC-31-1999 DEC-31-1998
<CASH> 2,412 8,600
<SECURITIES> 0 0
<RECEIVABLES> 0 0
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 2,412 8,600
<PP&E> 0 0
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 2,412 8,600
<CURRENT-LIABILITIES> 0 0
<BONDS> 0 0
0 0
0 0
<COMMON> 6,696 3
<OTHER-SE> 11,904 18,597
<TOTAL-LIABILITY-AND-EQUITY> 2,412 8,600
<SALES> 0 0
<TOTAL-REVENUES> 0 0
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 6,188 10,000
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> (6,188) (10,000)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> (6,188) (10,000)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (6,188) (10,000)
<EPS-BASIC> (.00) (.05)
<EPS-DILUTED> (.00) (.05)
</TABLE>
