<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
----------------------------
FORM 10-KSB
---------------------------
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31st, 1999
-------------------
( ) TRANSITION REPORT PERSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to
Commission File Number: 000-28427
---------
OLD NIGHT, INC.
-------------------
(Exact name of Registrant as specified in charter)
NEVADA 87-0621120
(State or other jurisdiction of incorporation) (I.R.S. EMPLOYER ID NO.)
4700 S 900 E SUITE 41B, SALT LAKE CITY UT 84117
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(801) 265-0357
(REGISTRANT'S TELEPHONE NUMBER)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12 (B) OF THE ACT: NONE
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12 (G) OF THE ACT: 496,400
Title of each class Name of exchange on which registered
None None
- ---- ----
To be so registered
Common stock: $0.001 Par value
- ---------------------------------
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.
(1) Yes [ ] No [x] (2) Yes [x] No [ ]
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]
State issuer's revenues for its most recent fiscal year: $0.00
-----
State the aggregate market value of the voting stock held by non-affiliates
of the registrant. the aggregate market value shall be computed by reference to
the price at which the stock was sold, or the average bid and asked process of
such stock, as of the specified date within the past 60 days.
At December 31, 1999, the aggregate market value of the voting stock held
by non-affiliates is undeterminable and is considered to be 0.00
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Not applicable
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
As of December 31, 1999, the registrant had 496,400 shares issued and
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the
part of the Form 10-KSB (eg., part I, part II, etc.) into which the document is
incorporated; (1) Any annual report to security holders; (2) any proxy or other
information statement; and (3) Any prospectus filed persuant to rule 424 (b) 0r
(c) under the Securities Act of 1933:
None
- ----
<PAGE>
ITEM 1. DESCRIPTION OF BUSINESS
--------------------------------
Old Night, Inc., f/k/a "Avery, Armstrong and Assoc., Architects and
Engineers, Inc.", (hereinafter "The Company") was incorporated on November 26,
1980, pursuant to the Nevada Business Corporation Act. Its original Articles of
Incorporation provided for authorized capital of two thousand five hundred
(2,500) shares of common stock with no par value. On August 20, 1998, the
shareholders of the Company approved an amendment to the Articles of
Incorporation changing the authorized capital to one hundred million
(100,000,000) shares of common stock with a par value of $0.001 (1 mill) per
share.
The amended Articles were filed with the State of Nevada on December 2,
1998.The Company was formed with the stated purpose of conducting any lawful
business activity. However, the contemplated purpose was to engage in investment
and business development operations related to mineral research and exploration.
The Company's attempts to enter this field were not successful and all attempts
to engage in business ended before 1983, and the Company became dormant.
The Company never engaged in an active trade or business throughout the
period from inception through 1998. On or about September 1998, the directors
determined that the Company should become active and reinstated the Company with
the State of Nevada, and began seeking potential operating businesses and
business opportunities with the intent to acquire or merge with such businesses.
The Company is considered a development stage company and, due to its
status as a "shell" corporation, its principal business purpose is to locate and
consummate a merger or acquisition with a private entity. Because of the
Company's current status having no assets and no recent operating history, in
the event the Company does successfully acquire or merge with an operating
business opportunity, it is likely that the Company's present shareholders will
experience substantial dilution and there will be a probable change in control
of the Company.
The Company's principal executive offices are located at 4700 South 900
East S41B, Salt Lake City, Utah, 84117.
ITEM 2. DESCRIPTION OF PROPERTIES
---------------------------------
The information required by this Item 2 is not applicable to this Form
10-KSB due to the fact that the Company does not own or control any material
property.
<PAGE>
ITEM 3. LEGAL PROCEEDINGS
-------------------------
The Company is currently not a party to any material pending legal
proceedings and no such action by, or to the best of its knowledge, against the
Company has been threatened.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
-------------------------------------------------------------
No matters were submitted to a vote of the shareholders of the Company
during the fiscal year ended December 31, 1999.
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
----------------------------------------------------------------
During the past three years there has not been an established trading
market for the company's common capital stock. Since its inception, the Company
has not paid any dividends on its common or preferred stock, and does not
anticipate that it will pay dividends in the forseeable future. At December 31,
1999, the Company had 32 shareholders.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
------------------------------------------------------------------
Overview
- --------
The Company is considered a development stage company with no assets or
capital and with no operations or income since inception. 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 and officer
of the Company, specifically Jon Heidelberger ,the President and a Director of
the Company. It is anticipated that the Company will require only nominal
capital to maintain the corporate viability of the Company and necessary funds
will most likely be provided by the Company's existing shareholders or its
officers and directors in the immediate future. 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 viable corporation.
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.
<PAGE>
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 I above. Because the
Company lacks funds, it may be necessary for the officers and directors to
either advance funds to the Company or to accrue expenses until such time as a
successful business consolidation can be made. 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 be able to obtain additional funding
when and if needed, or that such funding, if available, can be obtained on terms
acceptable to the Company.
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 confident that it will be
able to operate in this manner and to continue its search for business
opportunities during the next twelve months.
<PAGE>
Liquidity and Capital Resources
- --------------------------------
As of December 31, 1999 the Company had no assets and no liabilities.
Results of Operations
- ---------------------
As of December 31, 1999 the Company's only activity has involved the
continued investigation of potential business opportunities.
ITEM 7. FINANCIAL STATEMENTS
----------------------------
The financial statements of the Company are included following the
signature page to this form 10-KSB
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
-------------------------------------------------------------------
AND FINANCIAL DISCLOSURE
------------------------
None
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS;
-------------------------------------------------------------------------
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
-------------------------------------------------
Each Director of the Company serves for a term of one year and until his or
her successor is elected at the Company's annual shareholder's meeting and is
qualified, subject to removal by the Company's shareholders.
Each officer serves, at the pleasure of the Board of Directors, for a term
of one year and until his or her successor is elected at the annual meeting of
the Board of Directors and is qualified.
The following table sets forth as of December 31, 1999, the name, age, and
position of each executive officer and director and the term of office of each
director of the Company:
Name: Age: Position: Director and/or Officer since:
- ---- --- -------- -----------------------------
Jon Heidelberger 48 President/Director April 18, 1998
Lorretta Heidelberger 47 Sec/Treas./Director April 18, 1998
Set forth below is certain biographical information regarding each of the
Company's executive officers and directors:
Jon Heidelberger
- ----------------
Mr. Heidelberger's business expertise and experience comes primarily from
his successful venture in small business, particularly in the Food industry.
Following the sale of his company in or about 1986, Mr. Heidelberger joined the
Chrysler Corporation in corporate sales. He holds a bachelor's degree in
Business from Saint Joseph's University.
Loretta Heidelberger
- --------------------
Ms. Heidelberger's business experience comes from working with her husband,
Jon, in the food retail industry. In or about 1986, she joined the staff at a
major medical / health maintenance corporation in Slat Lake city, Utah,
processing proprietary corporate financial data. She holds a Bachelors degree in
Science from Weschester University.
<PAGE>
Except as indicated below, to the knowledge of management, during the past
five years, no present or former director, executive officer or person nominated
to become a director or an executive officer of the Company:
(1) filed a petition under the federal bankruptcy laws or any state
insolvency law, nor had a receiver, fiscal agent or similar officer appointed by
a court for the business or property of such person, or any partnership in which
he or she was a general partner at or within two years before the time of such
filing;
(2) was convicted in a criminal proceeding or named subject of a pending
criminal proceeding (excluding traffic violations and other minor offences);
(3) was the subject of any order, judgement or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining him from or otherwise limiting, the
following activities:
(i) acting as a futures commission merchant, introducing broker, commodity
trading advisor, commodity pool operator, floor broker, leverage transaction
merchant, associated person of ay of the foregoing, or as an investment advisor,
underwriter, broker or dealer in securities, or as an affiliate person, director
or employee of any investment company, or engaging in or continuing any conduct
or practice in connection with such activity;
(ii) engaging in any type of business practice; or
(iii) engaging in any activity in connection with the purchase or sale of
any security or commodity or in connection with any violation of federal or
state securities or federal commodities laws;
(4) was the subject of any order, judgement, or decree, not subsequently
reversed, suspended, or vacated, of any federal or state authority barring,
suspending or otherwise limiting for more than 60 days the right of such person
to engage in any activity described above under this Item, or to be associated
with persons engaged in any such activity;
(5) was found by a court of competent jurisdiction in a civil action or by
the Securities and Exchange Commission to have violated any federal or state
securities law, and the judgement in such civil action or finding by the
Securities and Exchange Commission has not been subsequently reversed, suspended
or vacated;
(6) was found by a court of competent jurisdiction in a civil action or by
the Commodity Futures Trading Commission to have violated any federal or state
securities law, and the judgement in such civil action or finding by the
Commodity Futures Trading Commission has not been subsequently reversed,
suspended or vacated.
<PAGE>
Compliance with Section 16(a) of the Exchange Act
-------------------------------------------------
Since the Company ceased operations, the Company knows of no person, who at
any time during the subsequent fiscal years, was a director, officer, beneficial
owner of more than ten percent of any class of equity securities of the
registrant registered persuant to Section 12 ("Reporting Person"), that failed
to file on a timely basis any reports required to be furnished pursuant to
Section 16(a). Based upon a review of Forms 3 and 4 furnished to the registrant
under Rule 16(a)-3(d) during its most recent fiscal year, other than disclosed
below, the registrant knows of no Reporting Person that failed to file the
required reports during the most recent fiscal year or prior years.
The following table sets forth as of December 31, 1999, the name and
position of each Reporting Person that failed to file on a timely basis any
reports required pursuant to Section 16(a) during the most recent fiscal year or
prior years:
Name: Position: Report to be Filed:
- ---- -------- ------------------
None
ITEM 10. EXECUTIVE COMPENSATION
--------------------------------
Cash Compensation
- -----------------
There was no cash compensation paid to any director or executive officer of
the Company during the fiscal year ended December 31, 1999.
Bonuses and Deferred Compensation
- ---------------------------------
None
Compensation Pursuant to Plans
- ------------------------------
None
Pension Table
- -------------
None
Other Compensation
- ------------------
None
Termination of Employment and Change of Control Arrangement
- -----------------------------------------------------------
There are no compensatory plans or arrangements, including payments to be
received from the Company, with respect to any person named in Cash Compensation
set out above which would in any way result in payments to any such person
because of his or her resignation, retirement, or other termination of such
person's employment with the Company or its subsidiaries, or any change in
control of the Company, or a change in the person's responsibilities following a
changing in control of the Company.
<PAGE>
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
-----------------------------------------------------------------------
The following table sets forth as of December 31, 1999, the name and
address and the number of shares of the Company's Common Stock held of record or
beneficially by each person who held of record, or was known by the Company to
own beneficially, more than 5% of the issued and outstanding shares of the
Company's Common Stock, and the name and shareholdings of each director and of
all officers and directors as a group.
Name of Person or Group: Nature of Ownership: Number of Shares Owned: Percent
- ----------------------- ------------------- ---------------------- -------
N. James Marin Shares 40,000 8%
3600 Harstrand Gulch
Etna, CA 96027
Tim Neal Shares 40,000 8%
P.O. Box 545
Novato, CA 94948
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
-------------------------------------------------------
Transactions with Management and Others
- ---------------------------------------
There were no material transactions, or series of similar transactions,
since the beginning of the Company's last fiscal year, or any currently proposed
transactions, or series of similar transactions, to which the Company was or is
to be party, in which the amount involved exceeds $60,000, and in which any
director or executive officer, or any security holder who is known by the
Company to own of record or beneficially more than 5% of any class of the
Company's common stock, or any member of the immediate family of any of the
foregoing persons, has an interest.
Indebtedness of Management
- --------------------------
There were no material transactions, or series of similar transactions,
since the beginning of the Company's last fiscal year, or any currently proposed
transactions, or series of similar transactions, to which the Company was or is
to be party, in which the amount involved exceeds $60,000, and in which any
director or executive officer, or any security holder who is known by the
Company to own of record or beneficially more than 5% of any class of the
Company's common stock, or any member of the immediate family of any of the
foregoing persons, has an interest.
Transactions with Promoters
- ---------------------------
The Company was organized more than five years ago; therefore transactions
between the Company and its promoters or founders are not considered to be
material.
<PAGE>
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
-----------------------------------------
(a) (1) Financial Statements
- ----------------------------
The following financial statements are included in this report:
Title of Document:
- -----------------
Report of Andersen Andersen and Strong
Balance Sheet as December 31, 1999
(a) (2) Financial Statement Schedules
- -------------------------------------
None.
(a) (3) Exhibits
- ---------------
None.
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
OLD NIGHT, INC
--------------
Date: 23 March, 2000 By: /s/ Jon Heidelberger
--------------------
JON HEIDELBERGER, PRESIDENT AND DIRECTOR
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
--------------------------------------------------
OLD NIGHT, INC.
FINANCIAL STATEMENTS AND REPORT
OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
OCTOBER 31, 1998, DECEMBER 31, 1997, AND DECEMBER 31, 1996
Board of Directors
Old Night, Inc.
Salt Lake City, Utah
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have audited the accompanying balance sheets of Old Night, Inc. (a
development stage company) at December 31, 1998, and December 31, 1997, and the
statements of operations, stockholders' equity, and cash flows for the years
ended December 31, 1998, 1997, and 1996, and the period November 26, 1980 (date
of inception) to December 31, 1998. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Old Night, Inc. at December
31, 1998, and December 31, 1997, and the results of operations, and cash flows
for the years ended December 31, 1998,1997, and 1996 and the period November 26,
1980 (date of inception) to December 31, 1998, in conformity with generally
accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has been in the
development stage since its inception and has suffered recurring losses from
operations and will need additional working capital for any future activity,
which raises substantial doubt about its ability to continue as a going
concern. Management's plans in regard to these matters are described in Note 4.
These financial statements do not include any adjustments that might result from
the outcome of this uncertainty.
/s/ Andersen Andersen and Strong, L.L.C.
- ----------------------------------------
Andersen Andersen and Strong, L.L.C.
Salt Lake City, Utah
January 05, 2000
<PAGE>
OLD NIGHT, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
September 30, 1999, December 31, 1998 and December 31, 1997
<TABLE>
<CAPTION>
(unaudited)
Sept 30, Dec 31, Dec 31,
1999 1998 1997
--------- --------- ---------
ASSETS
CURRENT ASSETS
<S> <C> <C> <C>
Cash $ - $ - $ -
--------- --------- ---------
Total Current Assets $ - $ - $ -
========= ========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $1,600 $ - $ -
--------- ---------
Total Current Liabilities 1,600 - -
--------- --------- ---------
STOCKHOLDERS' EQUITY
Common stock
100,000,000 shares authorized, at $0.001 par
value; 496,400 shares issued and outstanding
on Sept 30, 1999; 487,400 at Dec 31, 1997 496 496 487
Capital in excess of par value 37,504 37,504 28,513
Deficit accumulated during the development stage (39,600) (38,000) 29,000
--------- ---------
Total Stockholders' Equity (deficiency) 1,600 - -
--------- ---------
$ - $ - $ -
========= ========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
OLD NIGHT, INC.
( A Development Stage Company)
STATEMENTS OF OPERATIONS
For the Nine Months Ended September 30, 1999 and the Years
Ended December 31, 1998, 1997 and 1996 and the Period
November 26, 1980 (Date of Inception) to September 30, 1999
<TABLE>
<CAPTION>
(unaudited) Nov 26, 1980
Sept 30 Dec 31 Dec 31 Dec 31 (Date of Inception) to
1999 1998 1997 1996 Sept 30, 1999
--------- ------- ------- --------- ---------------
<S> <C> <C> <C> <C> <C>
REVENUES $ - $ - $ - $ - $ -
EXPENSES 1,600 9,000 - - 39,600
--------- ------- ------- --------- ---------------
NET LOSS $(1,600) $(9,000) $ - $ (39,600)
========= ======= ======= ======== ================
NET LOSS PER COMMON
SHARE
Basic $(.003) $ (0.02) $ - $ -
--------- ------- ------- ========
AVERAGE OUTSTANDING
SHARES
Basic 496,400 496,400 487,400 487,400
--------- ------- ------- -------
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
OLD NIGHT, INC.
( A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Period from November 26, 1980 (Date of Inception)
to September 30, 1999
<TABLE>
<CAPTION>
COMMON STOCK CAPITAL In
---------------- EXCESS OF ACCUMULATED
SHARES AMOUNT PAR VALUE DEFICIT
------- ------- ---------- ---------
<S> <C> <C> <C> <C>
Balance November 26, 1980(date of inception) - $ - $ - $ -
Issuance of common stock for cash 160,000 160 7,840 -
at $.05 - August 24, 1983
Issuance of common stock for cash 140,000 140 6,860 -
at $.05 - September 8, 1983
Issuance of common stock for cash
at $.05 - October 17, 1983 133,600 133 9,867 -
Issuance of common stock for cash
at $.0743 - November 1, 1983 53,800 54 3,946 -
Net operating loss for the year ended
December 31, 1983 - - - (29,000)
------- --- ------ -------
BALANCE DECEMBER 31, 1997 487,400 487 28,513 (29,000)
Issuance of common stock for cash
at $1.00 - August 25, 1998 9,000 9 8,991 -
Net operating loss for the year ended
December 31, 1998 - - - (9,000)
------- ------- --------- ---------
BALANCE DECEMBER 31, 1998 496,400 $ 496 $ 37,504 $(38,000)
------- ------- --------- ---------
Net operating loss for the nine months - - - (1,600)
ended September 30, 1999 ------- ------- --------- ---------
BALANCE SEPTEMBER 30, 1999 496,400 $ 496 $ 37,504 $(39,600)
======= ======= ========== =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
OLD NIGHT, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
For the Nine Months ended September 30, 1999 and the Years Ended December 31,
1998, 1997, and 1996 and the Period from November 26, 1980 (date of inception)
to September 30, 1999
<TABLE>
<CAPTION>
NOV 26, 1980
SEP 30 DEC 31 DEC 31 DEC 31 (Date of Inception))
1999 1998 1997 1996 to SEP 30, 1999
--------- --------- ------- ------- --------------------
CASH FLOWS FROM
OPERATING ACTIVITIES
<S> <C> <C> <C> <C> <C>
Net loss $(1,600) $(9,000) $ - $ - $(39,600)
Adjustments to reconcile net loss to
net cash provided by operating
activities - - - - -
Changes in Accounts Payable 1,600 - - - -
Net Cash From Operations - (9,000) - - (38,000) (38,000)
--------- --------- ------- ------- --------------------
CASH FLOWS FROM INVESTING
ACTIVITIES - - - - -
--------- --------- ------- ------- --------------------
CASH FLOWS FROM FINANCING
ACTIVITIES
Proceeds from issuance of common stock
- 9,000 - - 38,000
--------- --------- ------- ------- --------------------
Net Increase (Decrease) in Cash - - - - -
Cash at Beginning of Period - - - - -
--------- --------- ------- ------- --------------------
Cash at End of Period $- $- $- $- $- -
========= ========= ======= ======= ====================
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
OLD NIGHT, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
1. ORGANIZATION
The Company was incorporated under the laws of the State of Nevada on
November 26, 1980 with authorized common stock of 2,500 shares with no par value
under the name of Avery, Armstrong and Associates, Architects Engineers.
On August 20, 1998 the name of the Company was changed to Old Night, Inc,
and the authorized capital stock was increased to 100,000,000 shares with a par
value of $0.001.
On August 20, 1998 the Company completed a forward common stock split of
200 shares for each outstanding share. This report has been prepared showing
after stock split shares with a par value of $.001 from inception.
The Company is in the development stage and has been engaged in the
activity of seeking developmental mining properties and was inactive after 1983.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Methods
- -------------------
The Company recognizes income and expenses based on the accrual method of
accounting.
Dividend Policy
- ----------------
The Company has not yet adopted a policy regarding payment of dividends.
Income Taxes
- -------------
At September 30, 1999, the Company had a net operating loss carry forward
of $39,600. The tax benefit from the loss carry forward has been fully offset by
a valuation reserve because the use of the future tax benefit is undeterminable
since the Company has no operations. The net operating loss will expire in 2020.
Earnings (Loss) Per Share
- ----------------------------
Earnings (loss) per share amounts are computed based on the weighted
average number of shares actually outstanding, after the stock split.
Financial Instruments
- ----------------------
The carrying amounts of financial instruments are considered by management
to be their estimated fair values.
<PAGE>
- ------
OLD NIGHT, INC.
( A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Estimates and Assumptions
- ---------------------------
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 the assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses. Actual results could vary from the estimates that were assumed in
preparing these financial statements.
3. RELATED PARTY TRANSACTIONS
The statement of changes in stockholder's equity shows 496,400 shares of
common stock outstanding of which 363,200 shares were acquired by related
parties.
4. GOING CONCERN
Continuation of the Company as a going concern is dependent upon obtaining
sufficient working capital and the management of the Company has developed a
strategy, which it believes will accomplish this objective through equity
funding, and long term financing, which will enable the Company to operate in
the coming year.
There can be no assurance that the Company can be successful in this
effort.
ITEM 2. PLAN OF OPERATIONS
- --------------------------
The Company's management intends to acquire interests in various business
opportunities which, in the opinion of management, will provide a profit to the
Company but does not have the working capital to be successful in this effort.
Continuation of the Company as a going concern is dependent upon obtaining
the working capital for its planned activity and the management of the Company
has developed a strategy, which they believe can obtain the needed working
capital through additional equity funding and long term debt which will enable
the Company to pursue its objective.
Liquidity and Capital Resources
- -------------------------------
The Company will need additional working capital to finance its planned
activity.
Results of Operations
- ---------------------
The Company ha had no operations during this reporting period.
<PAGE>
PART 2 - SIGNATURES
- -------------------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
OLD NIGHT, INC.
(REGISTRANT)
/s/ Jon Heidelberger
BY: -------------------------
PRESIDENT AND DIRECTOR
DATED: 06TH DAY OF DECEMBER, 1999
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on the 6th day of December, 1999,
/s/ Jon Heidelberger
- ----------------------------------------
JON HEIDELBERGER: President and Director
/s/ Lorretta Heidelberger
- ----------------------------------------
LORETTA HEIDELBERGER: Director, Secretary and Chief Financial Officer
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