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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB/A
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from to
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Commission file number: 0000-28527
WELLSTONE ACQUISITION CORP.
(Exact name of small business issuer as specified in its charter)
<TABLE>
<S> <C>
Delaware 52-222-01502
(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)
</TABLE>
720 E. Front Street, Lonoke, Arkansas 72086
(Address of principal executive offices)
(501) 676-9222
(Issuer's telephone number)
1504 R Street, N.W., Washington, D.C. 20009
(Former address, if changed since last report)
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APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section l2, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.
Yes [ ] 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.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
The accompanying balance sheets of Wellstone Acquisition Corporation at March
31, 2000, the statements of operations for the three months ended March 31, 2000
and the statements of cash flows for the three months ended March 31, 2000, have
been prepared by our management and they do not include all information and
notes to the financial statements necessary for a complete presentation of the
financial position, results of operations and cash flows in conformity with
generally accepted accounting principles. In the opinion of management, all
adjustments considered necessary for a fair presentation of the results of
operations and financial position have been included and all such adjustments
are of a normal recurring nature.
Operating results for the quarter ended March 31, 2000 are not necessarily
indicative of the results that can be expected for the year ending December 31,
2000.
Wellstone Acquisition Corporation
Balance Sheets
<TABLE>
<S> <C>
Assets:
Cash 500
Total Assets: 500
------
Liabilities 0
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Stockholder's Equity:
Preferred Stock, $.0001 par value,
20 million shares authorized, none
issued and outstanding 0
Common Stock, $.0001 par value,
100 million shares authorized 500
5,000,000 issued and outstanding
Additional paid in Capital 1,330
Retained Deficit (1,330)
Total Stockholder's Equity 500
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Total Liabilities and Stockholder's Equity 500
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</TABLE>
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Wellstone Acquisition Corporation
Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31, 2000
<S> <C>
Income 0
Expenses
Professional fees 0
Total Expenses 0
Net Loss 0
Net loss per common share:
Basic 0
</TABLE>
Wellstone Acquisition Corporation
Statement of Cash Flows
(Unaudited)
<TABLE>
<S> <C>
Cash Flows from Operating Activities:
Net loss 0
Cash Flows from Investing Activities 0
Cash Flows from Financing Activities 0
Cash - Beginning of Period 500
---
Cash - End of Period 500
---
</TABLE>
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Business Operations:
Wellstone Acquisition Corporation (Wellstone) was incorporated in Delaware on
March 24, 1999 to engage in any lawful corporate undertaking, including, but not
limited to, selected mergers and acquisitions. The Company has been in the
developmental stage since inception and has no operations to date other than
issuing shares to its original shareholder. On March 6, 2000 Pet Quarters, Inc.
purchased all the outstanding shares of Wellstone. At this time, Wellstone has
no business operations. Wellstone's fiscal year end is December 31.
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Basis of Presentation
In the opinion of management, the unaudited consolidated financial statements
included herein have been prepared on a basis consistent with prior periods
reported financial statements and include all material adjustments, consisting
of normal recurring adjustments, necessary to fairly present the information set
forth therein.
Note 2. AVERAGE SHARES OUTSTANDING
Wellstone is authorized to issue 100,000,000 common shares. Wellstone had
5,000,000 common shares outstanding as of March 31, 2000. The shares outstanding
have not changed from the prior period. Pursuant to an Agreement dated as of
March 6, 2000 Pet Quarters, Inc. purchased 100% of Wellstone from TPG Capital
Corporation. After the acquisition Wellstone had 5,000,000 shares of common
stock outstanding. Wellstone is authorized to issue 20,000,000 shares of
preferred stock, but none are outstanding.
Note 3. STOCK-BASED COMPENSATION
Wellstone does not have a Stock-Based Compensation plan as of March 31, 2000 and
has not issued any shares since its purchase from Pet Quarters, Inc.
Note 4. ACQUISITION
Wellstone was purchased by Pet Quarters, Inc. to accomplish or assist in
accomplishing two goals. First, the Company believed at the time of the
acquisition that the acquisition and the subsequent merger of the Company with
Wellstone might assist the Company in becoming a fully reporting company under
the Securities Act of 1934. This goal was subsequently accomplished by clearing
all comments on a previously filed Form 10-SB.
Secondly, the Company has from time to time, considered acquiring additional
corporations through mergers for either cash or securities, or both. As a
result, the Company believed, and still believes, that Wellstone may serve as a
vehicle for assisting in such acquisitions. At the time of the acquisition of
Wellstone and on this date, the Company does not have a specific acquisition
under consideration that would require the use of Wellstone as an acquisition
vehicle.
Pet Quarters, Inc. purchased Wellstone for 130,208 shares of its common stock
and $225,000 in cash. The shares and cash were negotiated with the prior owner
of Wellstone.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
The Company has had no operations to date. The Company continues to
search for target companies for a business combination. Pet Quarters, Inc., the
Company's sole shareholder, has agreed to pay all expenses of the Company
without repayment until such time as a business combination has been effected,
including the costs associated with locating a potential target company.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
There is no litigation currently or pending by or against the Company.
ITEM 2. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The Company is authorized to issue 100,000,000 shares of Common Stock,
$.0001 par value of which 5,000,000 shares were outstanding as of April 10,
2000, and 20,000,000 shares of Preferred Stock, $.0001 par value, of which no
shares were outstanding as of April 10, 2000.
The common stock of the Company is not currently traded on any exchange
and no established trading market for the Company's common stock currently
exists or is expected to develop.
COMMON STOCK
Holders of shares of common stock are entitled to one vote for each
share on all matters to be voted on by the stockholders. Holders of common stock
do not have cumulative voting rights. Holders of common stock are entitled to
share ratably in dividends, if any, as may be declared from time to time by the
Board of Directors in its discretion from funds legally available thereof. In
the event of a liquidation, dissolution or winding up of the Company, the
holders of common stock are entitled to share pro rata all assets remaining
after payment in full of all liabilities. All of the outstanding shares of
common stock are fully paid and non-assessable.
Holders of common stock have no preemptive rights to purchase the
Company's common stock. There are no conversion or redemption rights or sinking
fund provisions with respect to the common stock.
PREFERRED STOCK
The Board of Directors is authorized to provide for the issuance of
shares of preferred stock in series and, by filing a certificate pursuant to the
applicable law of Delaware, to establish from time to time the number of shares
to be included in each such series, and to fix the designation, powers,
preferences and rights of the shares of each such series and the qualifications,
limitations or restrictions thereof without any further vote or action by the
shareholders. Any shares of preferred stock so issued would have priority over
the common stock with respect to dividend or liquidation rights. Any future
issuance of preferred stock may have the effect of delaying, deferring or
preventing a change in control of the Company without further action by the
shareholders and may adversely affect the voting and other rights of the holders
of common stock. At present, the Company has no plans to issue any preferred
stock nor adopt any series, preferences or other classification of preferred
stock.
The issuance of shares of preferred stock, or the issuance of rights to
purchase such shares, could be used to discourage an unsolicited acquisition
proposal. For instance, the issuance of a series of preferred stock might impede
a business combination by including class voting rights that would enable the
holder to block such a transaction, or facilitate a business combination by
including voting rights that would provide a required percentage vote of the
stockholders. In addition, under certain circumstances, the issuance of
preferred stock could adversely affect the voting power of the holders of the
common stock. Although the Board of Directors is required to make any
determination to issue such stock based on its judgment as to the best interests
of the stockholders of the Company, the Board of Directors could
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act in a manner that would discourage an acquisition attempt or other
transaction that some, or a majority, of the stockholders might believe to be in
their best interests or in which stockholders might receive a premium for their
stock over the then market price of such stock. The Board of Directors does not
at present intend to seek stockholder approval prior to any issuance of
currently authorized stock, unless otherwise required by law or stock exchange
rules. The Company has no present plans to issue any preferred stock.
HOLDERS
There is one holder of the Company's common stock, Pet Quarters, Inc.
DIVIDEND POLICY
The Company has not previously paid cash dividends on its Common Stock.
The Company intends to retain any earnings for use in its business and,
therefore, does not anticipate paying any cash dividends in the foreseeable
future.
RECENT SALES OF UNREGISTERED SECURITIES.
During the past three years, the Company has sold securities which were
not registered as follows:
<TABLE>
<CAPTION>
Date Name Number of Shares Consideration
- ---- ---- ---------------- -------------
<S> <C> <C> <C>
March 25, 1999 TPG Capital Corporation 5,000,000 $500
</TABLE>
ITEM 3. SELECTED FINANCIAL DATA.
The selected financial data presented below should be read in
conjunction with the Company's financial statements and the related notes
thereto.
<TABLE>
<CAPTION>
Statement of Income Data
<S> <C>
Revenue from Operations $0
Expenses $0
Net loss $0
Net loss per share $0
</TABLE>
<TABLE>
<CAPTION>
Balance Sheet Data
<S> <C>
Total Assets $ 500.00
Total Liabilities $ 0
</TABLE>
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On March 6, 2000 a Consent of director of TPG Capital Corporation to
exchange shares of Pet Quarters, Inc. for outstanding shares of Wellstone
Acquisition Corporation.
On March 6, 2000 a Consent of directors of Pet Quarters, Inc. to
exchange 130,208 shares of its common stock to TPG Capital Corporation for all
outstanding shares of Wellstone Acquisition Corporation.
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ITEM 4. OTHER INFORMATION:
None.
ITEM 5. EXHIBITS AND REPORTS ON FORM 8-K.
27 Financial Data Schedule.
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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.
PET QUARTERS, INC.
(Registrant)
Date May 15, 2000 /s/ Steve Dempsey
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Steve Dempsey, President
Date May 15, 2000 /s/ Gregg Rollins
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Gregg Rollins, Chief Financial Officer
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
27 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 500
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 500
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 500
<TOTAL-LIABILITY-AND-EQUITY> 500
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-BASIC> 0.00
<EPS-DILUTED> 0.00
</TABLE>
