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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarterly period ended September 30 , 2000
Commission File Number
000-29271
ZENITH HOLDING CORP.
(Name of Small Business Issuer in its charter)
FLORIDA 65-0918833
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
120 N. U.S. Highway One 33469
Suite 100 (Zip Code)
Tequesta, FL
(Address of principal executive offices)
Issuer's telephone number: (561) 747-0244
--------------------------------
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.
[X] Yes [ ] No
As of October 31, 2000 the issuer had 3,000,000 shares of $.001
par value common stock outstanding.
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INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Balance Sheet
September 30, 2000
Condensed Statement of Operations
Three months ended September 30, 2000
Condensed Statement of Cash Flows
Three months ended September 30, 2000
Notes to Financial Statements
Item 2. Plan of Operation
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Change in Securities
Item 3. Default Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
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ZENITH HOLDING CORP.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED BALANCE SHEET
SEPTEMBER 30, 2000
(UNAUDITED)
ASSETS
CURRENT ASSETS
Cash $ 119
======
LIABILITIES AND STOCKHOLDERS' EQUITY(DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 626
Due to affiliate 2,800
------
Total Current Liabilities 3,426
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STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $.001 par value, 50,000,000
shares authorized, 3,000,000 shares
issued and outstanding 3,000
Deficit accumulated during the development
stage (6,307)
------
Total Stockholders' Equity (Deficit) (3,307)
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIT) $ 119
======
Read accompanying Notes to Financial Statements.
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ZENITH HOLDING CORP.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Period From
Three Months Nine Months January 1, 1999
Ended September 30, Ended September 30, Through September
2000 2000 30, 2000
------------------- ------------------- -----------------
<S> <C> <C> <C>
REVENUES $ -- $ -- $ --
EXPENSES
General and administrative 626 4,644 6,307
----------- ----------- -----------
NET (LOSS) $ (626) $ (4,644) $ (6,307)
=========== =========== ===========
(LOSS) PER SHARE $ -- $ -- $ --
=========== =========== ===========
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 3,000,000 3,000,000 3,000,000
=========== =========== ===========
</TABLE>
Read accompanying Notes to Financial Statements.
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ZENITH HOLDING CORP.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF CASH FLOW
NINE MONTHS ENDED SEPTEMBER 30, 2000
AND
PERIOD FROM JANUARY 1, 1999 THROUGH SEPTEMBER 30, 2000
(UNAUDITED)
Period From
Nine Months January 1, 1999
Ended September 30, Through September
2000 30, 2000
------------------- -----------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net (loss) $(4,644) $(6,307)
Adjustments to reconcile
net loss to cash used in
operating activities:
Decrease in prepaid
expenses 500 --
Increase (decrease) in
accounts payable (1,037) 626
------- -------
NET CASH USED IN OPERATING
ACTIVITIES (5,181) (5,681)
------- -------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Increase in amount due to
affiliate 2,800 2,800
Proceeds from issuance of
common stock -- 3,000
------- -------
NET CASH PROVIDED BY FINANCING
ACTIVITIES 2,800 5,800
------- -------
NET INCREASE (DECREASE) IN
CASH (2,381) 119
CASH - BEGINNING 2,500 --
------- -------
CASH - ENDING $ 119 $ 119
======= =======
Read accompanying Notes to Financial Statements.
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ZENITH HOLDING CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
NOTE 1. ORGANIZATION
Zenith Holding Corp. was incorporated on January 26, 1998 under the
laws of the State of Florida. The company is a "shell" company, the
purpose of which is to seek and consummate a merger or acquisition. The
company's headquarters is in Tequesta, Florida. There were no
operations during the year ended December 31, 1998.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying condensed financial statements are unaudited. These
statements have been prepared in accordance with the rules and
regulations of the Securities and Exchange Commission (SEC). 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. In the opinion of management, all adjustments (which
include only normal recurring adjustments) considered necessary for a
fair presentation have been included. These financial statements should
be read in conjunction with the Company's financial statements and
notes thereto for the year ended December 31, 1999, included in the
Company's Form 10-SB as filed with the SEC.
LOSS PER SHARE
Loss per share is computed by dividing net loss for the year by the
weighted average number of shares outstanding.
USE OF ESTIMATES
Management uses estimates and assumptions in preparing financial
statements in accordance with generally accepted accounting principles.
Those estimates and assumptions affect the reported amounts of assets
and
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ZENITH HOLDING CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
USE OF ESTIMATES (CONTINUED)
Liabilities, the disclosure of contingent assets and liabilities, and
the reported revenues and expenses. Accordingly, actual results could
vary from the estimates that were assumed in preparing the financial
statements.
NOTE 3. RELATED PARTY TRANSACTIONS
DUE TO AFFILIATE
Due to affiliate represents non-interest bearing advances from a
company owned by the majority stockholder for operating expenses.
NOTE 4. CAPITAL STOCK
The Company had originally authorized 25,000,000 common shares and
5,000,000 preferred shares, each with a par value of $.01 per share. On
December 13, 1999, the Articles of Incorporation were amended to
increase the number of authorized common shares to 50,000,000, to
eliminate the preferred shares and to decrease the par value of the
common shares to $.001 per share. As of September 30, 2000, 3,000,000
common shares were issued and outstanding.
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ITEM 2. PLAN OF OPERATION
Zenith Holding Corp., ("Company"), became a registered public company
on April 1, 2000. The Company has no full time employees. Its officers and
directors allocate a portion of their time to the activities of the Company
without compensation. The Company has minimal capital, operating costs limited
to legal, accounting, and reporting-related fees, and does not expect to make
any acquisitions of property. The Company's purpose is to acquire an interest in
a business desiring to take advantage of the perceived benefit inherent to an
Exchange Act registered corporation. The Company's search is ongoing and is not
restricted to any specific business, industry, or geographic location. The
Company may participate in a business venture of virtually any kind. This plan
of operation is purposely general in describing the Company's virtually
unlimited discretion in selecting and structuring potential business
acquisitions.
IDENTIFYING TARGET COMPANIES. The Company's officers and directors,
shareholders, its legal counsel or other professional associates may introduce
prospective business opportunities. Entities to be considered may include old or
new companies that wish to use the public marketplace to raise capital to expand
into new products or markets, to develop a new product or service, or for other
corporate purposes. Management will analyze feasibility of opportunities
considering such matters as:
- technical, financial, managerial resources
- working capital and other financial requirements
- history of operations, if any
- prospects for the future
- nature of present and expected competition
- quality and depth of management
- potential for further research, development or exploration
- risk factors -growth potential
- profit potential
Officers and directors of the Company will meet with management and key
personnel of the target entity and will utilize written reports as well as
personal investigation to evaluate the above factors. The Company will not
acquire or merge with any entity for which audited financial statements cannot
be obtained within a reasonable period of time.
BUSINESS COMBINATION. In implementing a structure for a particular business
acquisition, the Company may become party to a merger, consolidation,
reorganization, joint venture or licensing agreement with another corporation or
entity. The Company may acquire assets and establish wholly-owned subsidiaries
in various businesses, or acquire existing businesses as subsidiaries.
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The Company may obtain funds in one or more private placements to finance the
operation of an acquired business opportunity after such time as the Company has
successfully consummated such a merger or acquisition.
It is likely that any securities issued in any reorganization will be issued in
reliance upon exemption from registration under applicable federal and state
securities laws. However, the Company may agree to register all or part of such
securities depending upon terms of the transaction. If substantial additional
securities are issued and subsequently sold into any trading market, the value
of the Company's securities may be diluted.
TERMS OF ACQUISITION/MERGER. The actual terms of an acquisition or merger
transaction are unpredictable, but the parties may find it desirable to avoid
the creation of a taxable event and structure the transaction in a "tax-free"
reorganization under Sections 368 or 351 of the Internal Revenue Code. In such
case, it may be necessary for the owners of the acquired business to own 80% or
more of the voting stock of the surviving entity. The remaining 20% or less
could be retained by the shareholders of the Company, resulting in significant
dilution in their equity.
COMPANY PARTICIPATION. Negotiations with the management of the target company
will focus on the percentage of the Company that target company shareholders
would acquire in exchange for all their shareholdings in the target company. Any
merger or acquisition effected by the Company can be expected to cause
significant dilution of the percentage of shares held by the Company's
shareholders. The management of the Company will obtain approval of the
shareholders via a proxy or information statement.
WRITTEN AGREEMENT. The written agreements executed in consummation of an
acquisition or merger will contain, but not be limited to, the following:
- representations and warranties by all parties thereto
- specifications as to default penalties
- terms of closing
- conditions to be met prior to closing
- conditions to be met after closing
- allocation of costs, including legal and accounting fees
Because the Company is subject to all the reporting requirements included in the
Exchange Act, it is its affirmative duty to file independent audited financial
statements with the Securities and Exchange Commission as part of its Form 8-K
upon consummation of a merger or acquisition. The closing documents will provide
that such audited financial statements be available at closing or within ample
time to comply with reporting requirements. If such statements are not available
or do not conform to representations made by the target candidate, the proposed
transaction will be voidable at the discretion of present Company management.
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DISCLOSURE TO STOCKHOLDERS. The Company's Board of Directors will provide the
Company's shareholders with a proxy or information statement containing complete
disclosure documentation concerning a potential business opportunity structure.
Such documentation will include financial statements of target entity, and/or
assurances of value of the target entity assets.
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There is no litigation of any type whatsoever pending or threatened by
or against the Company, its officers and its directors.
ITEM 2. CHANGES IN SECURITIES
There was no change in the Company's securities or in the instruments
defining the rights of the holders of such securities during the period covered
by this report (quarter ending September 30, 2000). The Company has no warrants,
options, rights, conversion privileges, or similar obligations in effect.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
N/A
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
N/A
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS
(a) Exhibits
(27) Financial Data Schedule (For SEC Use Only)
(b) Reports on Form 8-K
None
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SIGNATURES
In accordance with the requirements of the Exchange, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
ZENITH HOLDING CORP.
(Registrant)
Date: November 13, 2000 By: /s/ Vicki J. Lavache
----------------------------------
Vicki J. Lavache
President and Chief
Executive Officer
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