UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-QSB
(x) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 2000
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( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File number 000-28427
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OLD NIGHT INC.
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(Exact name of registrant as specified in charter)
Nevada 87-0621120
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Aluminum Tower 5th Floor, 2 Limassol Avenue, Nicosia, Cyprus 2003
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(Address of principal executive offices) (Zip Code)
357-233-6933
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Registrant's telephone number, including area code
(Former name, former address, and former fiscal year, if changed since last
report.)
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), Yes [x ] No [ ] and (2) has been subject to such
filing requirements for the past 90 days. Yes [x ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the last practicable date
Class Outstanding as of June 30, 2000
--------- ----------------------------------
Common Stock, $0.001 5,963,400
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<CAPTION>
INDEX
Page
Number
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PART I.
<S> <C>
ITEM 1. Financial Statements (unaudited).................................................3
Balance Sheets...................................................................4
June 30, 2000 and December 31, 1999
Statements of Operations
For the three and six months ended June 30, 2000 and 1999...................5
and the period November 26, 1980 to June 30, 2000
Statements of Cash Flows
For the six months ended June 30, 2000 and 1999..............................6
and the period November 26, 1980 to June 30, 2000
Notes to Financial Statements....................................................7
ITEM 2. Plan of Operations..............................................................12
PART II
ITEM 2 Changes in Securities ...................................................... 13
Signatures......................................................................14
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PART I - FINANCIAL INFORMATION
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ITEM 1. FINANCIAL STATEMENTS
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The accompanying balance sheets of Old Night, Inc. ( development stage company)
at June 30, 2000 and December 31 1999, and the related statements of operations
for the three and six months ended June 30, 2000 and 1999 and the period
November 26, 1980 to June 30, 2000, the statement of cash flows for the six
months ended June 30, 2000 and 1999, and the period November 26, 1980 to June
30, 2000, have been prepared by the Company's 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, cash flows, and
stockholders' equity 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 June 30, 2000, are not necessarily
indicative of the results that can be expected for the year ending December 31,
2000.
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<CAPTION>
OLD NIGHT, INC.
(Development Stage Company)
BALANCE SHEETS
June 30, 2000, and December 31, 1999
--------------------------------------------------------------------------------------------------
Jun 30, Dec 31,
2000 1999
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<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ 191,773 $ -
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Total Current Assets 191,773 -
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OTHER ASSETS
Notes receivable - related party - note 3 2,299,000 -
Accrued interest receivable - related party - note 3 25,914 -
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$2,516,687 $ -
========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ - $ 1,600
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Total Current Liabilities - 1,600
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STOCKHOLDERS' EQUITY
Common stock
100,000,000 shares authorized,
at $0.001 par value; 5,963,400
shares issued and outstanding on June 30; 5,963 5,460
5,460,400 on December 31
Capital in excess of par value 2,548,601 32,540
Deficit accumulated during the development stage (37,877) (39,600)
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Total Stockholders' Equity 2,516,687 (1,600)
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$2,516,687 $ -
========== ===========
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The accompanying notes are an integral part of these financial statements.
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<CAPTION>
OLD NIGHT, INC.
( Development Stage Company)
STATEMENTS OF OPERATIONS
For the Three and Six Months Ended June 30, 2000, and 1999
and the Period November 26, 1980 (Date of Inception) to June 30, 2000
-------------------------------------------------------------------------------------------------------------------------
Three Months Six Months
----------------------- -----------------------
Jun 30, Jun 30, Jun 30, Jun 30, Nov 26, 1980 to
2000 1999 2000 1999 Jun 30, 2000
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<S> <C> <C> <C> <C> <C>
REVENUES $ 25,914 $ - $ 25,914 $ - $ 25,914
EXPENSES 24,191 - 24,191 - 63,791
---------- ---------- --------- ---------- ---------------
NET PROFIT (LOSS) $ 1,723 $ - $ 1,723 $ - $ (37,877)
========== ========== ========= ========== ===============
NET LOSS PER COMMON
SHARE
Basic $ - $ - $ - $ -
---------- ---------- --------- ----------
AVERAGE OUTSTANDING
SHARES
Basic 5,963,400 5,460,400 5,963,400 5,460,400
---------- ---------- --------- ----------
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The accompanying notes are an integral part of these financial statements.
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<CAPTION>
OLD NIGHT, INC.
( Development Stage Company)
STATEMENT OF CASH FLOWS
For the Six Months Ended June 30,
2000, and 1999 and the Period November 26, 1980
(Date of Inception) to June 30, 2000
----------------------------------------------------------------------------------------------------------------
Nov 26, 1980
Jun 30, Jun 30, to Jun 30,
2000 1999 2000
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<S> <C> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES
Net loss $ 1,723 $ - $ (37,877)
Adjustments to reconcile net loss to
net cash provided by operating activities
Changes in accrued interest receivable (25,914) - (25,914)
Changes in accounts payable - - 1,600
Net Cash Used in Operations (24,191) - (62,191)
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CASH FLOWS FROM INVESTING
ACTIVITIES
Purchase of notes receivable (2,299,000) - (2,299,000)
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CASH FLOWS FROM FINANCING
ACTIVITIES
Proceeds from issuance of common stock 2,514,964 - 2,552,964
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Net Increase in Cash 191,773 - 191,773
Cash at Beginning of Period - - -
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Cash at End of Period $ 191,773 $ - $ 191,773
============ ============ ==============
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OLD NIGHT, INC.
(Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
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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 $.001.
On August 20, 1998 the Company completed a forward common stock split of 200
shares for each outstanding share and on May 28, 2000 a forward common stock
split of 11 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 became 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
------------
On June 30, 2000, the Company had a net operating loss carry forward of $37,877.
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 2021.
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, including cash and notes
receivable, are considered by management to be their estimated fair values.
<PAGE>
OLD NIGHT, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
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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.
Concentration of Credit Risk
----------------------------
Financial instruments that potentially subject the Company to significant
concentration of credit risk consists primarily of cash and notes receivable.
Cash balances are maintained in accounts that are not federally insured for
amounts over $100,000 but are other wise in financial institutions of high
credit quality. The notes receivable are unsecured, however, management
considers them to be fully collectable.
Comprehensive Income
--------------------
The Company adopted Statement of Financial Accounting Standards No. 130. The
adoption of this standard had no impact on the total stockholder's equity.
Recent Accounting Pronouncements
--------------------------------
The Company does not expect that the adoption of other recent accounting
pronouncements will have a material impact on its financial statements.
3. NOTES RECEIVABLE AND ACCRUED INTEREST RECEIVABLE
During May and June 2000 the Company made loans to International Long Distance
Corporation (ILDC) (See Note 5), amounting to $2,299,000 at 8% interest with a
due date of October 15, 2000. Interest income has been accrued through June 30,
2000.
<PAGE>
OLD NIGHT, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
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4. COMMON CAPITAL STOCK
The Company has commenced two private placements of its common capital stock.
The first placement is a unit offering of 1,200,000 units at $5.00 per unit.
Each unit consists of one share and one warrant. Each warrant is exercisable for
one share of common stock of the Company for $5.00 any time within three years
from the date of the purchase. The second placement consists of 400,000 share of
common stock at $5.00. There is no minimum sale requirement under either
offering. In connection with each placement the Company has agreed to provide a
commission of 8% to the selling agent and the agent may elect to receive up to
50% of its commission in the form of shares of the Company at $5.00.
During May and June 2000 the Company completed the sale of 463,000 units at
$5.00 under the first private placement and 40,000 shares at $5.00 under the
second private placement for a total of $2,5514,964. The stock for the sale of
these shares was issued during July 2000, however, for this report the shares
are considered to be issued at June 30, 2000.
5. SUBSEQUENT EVENTS
On June 30, 2000 the Company signed an agreement to purchase of 82.35% of the
outstanding common capital stock of International Long Distance Corporation
(ILDC) , a North Carolina Corporation, in exchange for 4,529,054 newly issued
shares of the Company. After completion of the transaction the former
stockholders of ILDC will own 43% of the Company. ILDC provides third generation
telecommunication services using the Internet Protocol (VoIP) and Virtual
Private Networks (VVVPN). The agreement is subject to the Company raising
$1,500,000 through the private placements outlined in note 4.
Included in the following are the summarized, combined, unaudited pro-forma
financial statements of the Company and ILDC, Inc. The fiscal year of each
company in December 31. All intercompany transactions have been eliminated.
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OLD NIGHT, INC. AND SUBSIDIARY
PROFORMA COMBINED BALANCE SHEETS
June 30, 2000
(stated in thousands)
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Old Night ILDC Elimination Total
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ 192 $ 150 $ $ 342
Accounts receivable - related parties - 85 85
Accounts receivable - trade - 60 60
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Total Current Assets 192 295 - 487
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EQUIPMENT - net of accumulated depreciation - 6,087 6,087
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OTHER ASSETS
Notes receivable - related party 2,325 - (2,325) -
Other 457 457
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$ 2,517 $ 6,839 $ 7,031
============ ============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ - $ 10,768 (2,325) $ 8,443
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Total Current Liabilities - 10,768 $ 8,443
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OTHER LIABILITIES - 200 200
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MINORITY INTEREST DEFICIENCY - - (728) (728)
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STOCKHOLDERS' DEFICIENCY 2,517 (4,129) 728 (884)
------------ ------------ ------------
$ 2,517 $ 6,839 $ 7,031
============ ============ ============
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<CAPTION>
OLD NIGHT, INC. AND SUBSIDIARY
PROFORMA COMBINED STATEMENTS OF OPERATIONS
For the Six Months Ended June 30, 2000
(stated in thousands)
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Old Night ILDC Elimination Total
------------ ----------- ------------ ----------
<S> <C> <C> <C> <C>
REVENUES $ 25 $ 663 $ 688
COST OF TELECOMMUNICATIONS - 3,197 3,197
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GROSS PROFIT 25 (2,534) (2,509)
EXPENSES 24 1,603 1,627
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NET PROFIT (LOSS) $ 1 $ (4,137) (4,136)
============ ===========
LESS MINORITY INTEREST 730
----------
NET LOSS $ (3,406)
==========
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<CAPTION>
OLD NIGHT, INC. AND SUBSIDIARY
PROFORMA COMBINED STATEMENTS OF OPERATIONS
For the Year Ended December 31, 1999
(stated in thousands)
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Old Night ILDC Elimination Total
----------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
REVENUES $ 25 $ 838 $ 863
COST OF TELECOMMUNICATIONS - 5,370 5,370
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GROSS PROFIT 25 (4,532) (4,507)
EXPENSES 25 3,015 3,040
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NET PROFIT (LOSS) $ - $ (7,547) (7,547)
========== ==========
LESS MINORITY INTEREST 1,332
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NET LOSS (6,215)
==========
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ITEM 2. PLAN OF OPERATIONS
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On June 30, 2000 the Company signed an agreement to purchase of 82.35% of the
outstanding common capital stock of International Long Distance Corporation
(ILDC) , a North Carolina Corporation, in exchange for 4,529,054 shares of the
Company. ILDC provides third generation telecommunication services using the
Internet Protocol (VoIP) and Virtual Private Networks (VVVPN). The agreement is
subject to the Company raising $1,500,000 through the private placements
outlined in note 4.
Liquidity and Capital Resources
-------------------------------
The Company has completed the sale of 503,000 shares of common capital stock for
cash of $2,5514,964 and has made loans of $2,299,000 to ILDC.
Results of Operations
---------------------
The Company has had no operations during this reporting period.
PART 2
ITEM 2 - CHANGES IN SECURITIES
The Company has commenced two private placements of its common capital stock.
The first placement is a unit offering of 1,200,000 units at $5.00 per unit.
Each unit consists of one share and one warrant. Each warrant is exercisable for
one share of common stock of the Company for $5.00 any time within three years
from the date of the purchase. The second placement consists of 400,000 share of
common stock at $5.00. There is no minimum sale requirement under either
offering. In connection with each placement the Company has agreed to provide a
commission of 8% to the selling agent and the agent may elect to receive up to
50% of its commission in the form of shares of the Company at $5.00 per share.
During May and June 2000 the Company completed the sale of 463,000 units at
$5.00 per unit under the first private placement and 40,000 shares at $5.00 per
share under the second private placement for a total of $2,5514,964.
<PAGE>
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 there unto duly authorized.
Old Night, Inc.
[Registrant]
/s/ Xenios Xenopoulous
-------------------------
Xenios Xenopoulous, President
August 31, 2000
