SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[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
[ ] Transition report pursuant to section 13 or 15(d) of the Securities Exchange
Act for the transition period from ________________ to ____________________
Commission File Number 000-28535
ARCADIA INVESTMENTS, INC.
------------------------------------------
(Exact name of small business issuer as specified in its charter)
Wyoming 86-09699
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
5505 N. Indian Trail, Tucson, Arizona 85750
-------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(520) 577-1516
------------------------------
(Issuer's telephone number)
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 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
-
The number of outstanding shares of the issuer's common stock, $0.001 par
value, as of June 30, 2000 was 1,000,000.
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TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.................................................3
Condensed Balance Sheets as of September 30, 1999
and June 30, 2000................................................5
Condensed Statements of Operations
for the Three and Nine Month Periods Ended
June 30, 2000 and 1999...........................................6
Condensed Statements of Cash Flows
for the Nine Month Period Ended
June 30, 2000 and 1999...........................................7
Notes to Unaudited Condensed Financial Statements..................9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS.................................10
PART II - OTHER INFORMATION
ITEM 1 LEGAL PROCEEDINGS.....................................................12
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS..................................12
ITEM 5 OTHER INFORMATION.....................................................12
INDEX TO EXHIBITS.............................................................13
[THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]
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PART I
ITEM 1. FINANCIAL STATEMENTS
As used herein, the term "Company" refers to Arcadia Investments, Inc., a
Wyoming corporation, and its subsidiaries and predecessors unless otherwise
indicated. Unaudited, condensed interim financial statements including a balance
sheet for the Company as the quarter ended June 30, 2000 and statements of
operations and statements of cash flows for the interim period up to the date of
such balance sheet and the comparable period of the preceding year.
[THIS SPACE HAS BEEN LEFT BLANK INTENTIONALLY]
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INDEPENDENT ACCOUNTANTS' REPORT
Arcadia Investments, Inc.
(A Development Stage Company)
We have reviewed the accompanying balance sheets of Arcadia Investments,
Inc. (a development stage company) as of June 30, 2000 and September 30, 1999,
and the related statements of operations for the three and nine month periods
ended June 30, 2000 and 1999, and cash flows for the nine month periods ended
June 30, 2000 and 1999. These financial statements are the responsibility of the
Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statement taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the accompanying financial statements for them to be in
conformity with generally accepted accounting principles
Respectfully submitted
/s/ Robison Hill & Co.
Certified Public Accountants
Salt Lake City, Utah
August 13, 2000
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ARCADIA INVESTMENTS, INC.
-------------------------
(A Development Stage Company)
BALANCE SHEETS
June 30, September 30,
2000 1999
---------- ---------
ASSETS: .......................................... $ -- $ --
========== =========
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts Payable & Accrued Expenses .............. $ 250 $ --
---------- ---------
Stockholders' Equity:
Common Stock, Par value $.001
Authorized 100,000,000 shares,
Issued 1,000,000 Shares at June 30, 2000
and September 30, 1999 .................. 1,000 1,000
Paid-In Capital ............................ 2,305 75
Retained Deficit ........................... (1,075) (1,075)
Deficit Accumulated During the .......... (2,480) --
---------- ---------
Total Stockholders' Equity .............. (250) --
---------- ---------
Total Liabilities and
Stockholders' Equity ................ $ -- $ --
========== =========
See accompanying notes and accountants' report.
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ARCADIA INVESTMENTS, INC.
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(A Development Stage Company)
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Cumulative since
October 20, 1999
For the Three Months For the Nine Months Inception of
Ended June 30, Ended June 30, Development Stage
-------------------- ------------------ ---------------
2000 1999 2000 1999
<S> <C> <C> <C> <C> <C>
Revenues .............................. $ -- $ -- $ -- $ -- $ --
------- ---------- ------- -------- -------
Expenses
General and Administrative ...... 1,550 -- 2,480 -- 2,480
------- ---------- ------- -------- -------
Net Loss ........................ $(1,550) $ -- $(2,480) $ -- $(2,480)
======= ========== ======= ======== =======
Basic & Diluted loss per share ........ $ -- $ -- $ -- $ --
========== ======= ======== =======
</TABLE>
See accompanying notes and accountants' report.
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ARCADIA INVESTMENTS, INC.
-------------------------
(A Development Stage Company)
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Cumulative Since
October 20, 1999
For the Nine Months Inception of
Ended June 30, Development Stage
---------- ---------- -----------------
CASH FLOWS FROM OPERATING ................... 2000 1999
<S> <C> <C> <C>
Net Loss .................................... $ (1,550) $ -- $ (2,480)
Adjustments to reconcile net loss to net cash
Provided by operating activities
Increase (Decrease) in:
Accounts Payable & Accrued Expenses ....... 250 -- 175
---------- ---------- --------
Net Cash Used in operating activities ..... (1,300) -- (2,305)
---------- ---------- --------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Net cash provided by investing activities ... -- -- --
---------- ---------- --------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital contributed by shareholder .......... 1,300 -- (2,305)
---------- ---------- --------
Net Cash Provided by
Financing Activities ...................... 1,300 -- (2,305)
---------- ---------- --------
Net (Decrease) Increase in
Cash and Cash Equivalents ................. -- -- --
Cash and Cash Equivalents
at Beginning of Period .................... -- -- --
---------- ---------- --------
Cash and Cash Equivalents
at End of Period .......................... $ $ $
========== ========== ========
Cash paid during the year for:
Interest .................................. $ -- $ -- $ --
Franchise and income taxes$ ............... $ -- $ -- $ 75
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
-----------------------------------------------------------------------
None
</TABLE>
See accompanying notes and accountants' report.
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ARCADIA INVESTMENTS, INC.
-------------------------
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
-----------------------------
FOR THE THREE AND NINE MONTH PERIODS ENDED JUNE 30, 2000 AND 1999
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NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of accounting policies for Arcadia Investments, Inc. is
presented to assist in understanding the Company's financial statements. The
accounting policies conform to generally accepted accounting principles and have
been consistently applied in the preparation of the financial statements.
Interim Reporting
The unaudited financial statements as of June 30, 2000 and for the three
and nine month periods then ended reflect, in the opinion of management, all
adjustments (which include only normal recurring adjustments) necessary to
fairly state the financial position and results of operations for the three and
nine months. Operating results for interim periods are not necessarily
indicative of the results which can be expected for full years.
Organization and Basis of Presentation
The Company was incorporated under the laws of the State of Wyoming on
August 2, 1996. The Company ceased all operating activities during the period
from August 2, 1996 to October 20, 1999 and was considered dormant. Since
October 20, 1999, the company is in the development stage, and has not commenced
planned principal operations.
Nature of Business
The Company has no products or services as of June 30, 2000. The Company
was organized as a vehicle to seek merger or acquisition candidates. The Company
intends to acquire interests in various business opportunities, which in the
opinion of management will provide a profit to the Company.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments purchased with a maturity of three months or less
to be cash equivalents to the extent the funds are not being held for investment
purposes.
Pervasiveness of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles required 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 the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Loss per Share
The reconciliations of the numerators and denominators of the basic loss
per share computations are as follows:
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ARCADIA INVESTMENTS, INC.
-------------------------
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
-----------------------------
FOR THE THREE AND NINE MONTH PERIODS ENDED JUNE 30, 2000 AND 1999
-----------------------------------------------------------------
(continued)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCCOUNTING POLICIES
(Continued)
<TABLE>
<CAPTION>
Three Months Ended Three Months Ended
June 30, 2000 June 30, 1999
------------------ ------------------
Number of Loss Per Number of Loss
Loss Shares Share Loss shares Per
(numerator) (denominator) (numerator) (denominator) Share
----------- ------------- --------- ----------- ------------- -----
<S> <C> <C> <C> <C> <C> <C>
Loss to Common
Shareholders $(1,500) 1,000,000 $ -- $ -- 1,000,000 $ --
----------- ------------- --------- ----------- ------------- -----
</TABLE>
<TABLE>
<CAPTION>
Nine Months Ended Nine Months Ended
June 30, 2000 June 30, 1999
----------------- -----------------
Number of Loss Per Number of Loss
Loss Shares Share Loss shares Per
(numerator (denominator) (numerator) (denominator) Share
---------- ------------- --------- ----------- ------------- -----
<S> <C> <C> <C> <C> <C> <C>
Loss to Common
Shareholders $ (2,480) 1,000,000 $ -- $ -- 1,000,000 $ --
---------- ------------- --------- ----------- ------------- -----
</TABLE>
The effect of outstanding stock equivalents would be anti-dilutive for June
30, 2000 and 1999 and are thus not considered.
Reclassification
Certain reclassifications have been made in the 1999 financial statements
to conform with the June 30, 2000 presentation.
NOTE 2 - INCOME TAXES
As of June 30, 2000, the Company has a net operating loss carryforward for
income tax reporting purposes of approximately $2,000 that may be offset against
future taxable income through 2011. Current tax laws limit the amount of loss
available to be offset against future taxable income when a substantial change
in ownership occurs. Therefore, the amount available to offset future taxable
income may be limited. No tax benefit has been reported in the financial
statements, because the Company believes there is a 50% or greater change in
ownership, the carry- forwards will expire unused. Accordingly, the potential
tax benefits of the loss carry-forwards are offset by a valuation allowance of
the same amount.
NOTE 3 - DEVELOPMENT STAGE COMPANY
The Company has not begun principal operations and as is common with a
development stage company, the Company has had recurring losses during its
development stage.
NOTE 4 - COMMITMENTS
As of June 30, 2000 all activities of the Company have been conducted by
corporate officers from either their homes or business offices. Currently, there
are no outstanding debts owed by the Company for the use of these facilities and
there are no commitments for future use of the facilities.
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ARCADIA INVESTMENTS, INC.
-------------------------
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
-----------------------------
FOR THE THREE AND NINE MONTH PERIODS ENDED JUNE 30, 2000 AND 1999
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(continued)
NOTE 5 - STOCK SPLIT
On October 20, 1999 the Board of Directors authorized 1,000 to 1 stock
split, changed the authorized number of shares to 100,000,000 shares and the par
value to $.001 for the Company's common stock. As a result of the split, 999,000
shares were issued. All references in the accompanying financial statements to
the number of common shares and per-share amounts for 2000 and 1999 have been
restated to reflect the stock split.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
This Quarterly Report contains certain forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, which are
intended to be covered by the safe harbors created thereby. Investors are
cautioned that all forward-looking statements involve risks and uncertainty,
including without limitation, the ability of the Company to continue its
expansion strategy, changes in costs of raw materials, labor, and employee
benefits, as well as general market conditions, competition and pricing.
Although the Company believes that the assumptions underlying the
forward-looking statements contained herein are reasonable, any of the
assumptions could be inaccurate, and therefore, there can be no assurance that
the forward-looking statements included in this Quarterly Report will prove to
be accurate. In light of the significant uncertainties inherent in the
forward-looking statements including herein, the inclusion of such information
should not be regarded as are presentation by the Company or any other person
that the objectives and plans of the Company will be achieved.
As used herein the term "Company" refers to Arcadia Investments, Inc., a
Wyoming corporation and its predecessors, unless the context indicates
otherwise. The company is currently a shell company whose purpose is to acquire
operations through an acquisition or merger or to begin its own start-up
business.
The Company is in the process of attempting to identify and acquire a
favorable business opportunity. The Company has reviewed and evaluated a number
of business ventures for possible acquisition or participation by the Company.
The Company has not entered into any agreement, nor does it have any commitment
or understanding to enter into or become engaged in a transaction as of the date
of this filing. The Company continues to investigate, review, and evaluate
business opportunities as they become available and will seek to acquire or
become engaged in business opportunities at such time as specific opportunities
warrant.
Results of Operations
The Company had no sales or sales revenues for three three and nine
months ended June 30, 2000 or 1999 because it is a shell company that has not
had any business operations for the past three years.
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The Company had no costs of sales revenues for the three and nine months
ended June 30, 2000 or 1999 because it is a shell company that has not had any
business operations for the past three years. The Company had $1,550 and $2,480
in general and administrative expenses for the three and nine months ended June
30, 2000 and $0 for the same periods in 1999.
The Company recorded net loss of $1,550 and $2,480 for the three and nine
months ended June 30, 2000 compared to $0 loss for the same periods in 1999.
Capital Resources and Liquidity
At June 30, 2000, the Company had total current assets of $0 and total
assets of $0 as compared to $0 current assets and $0 total assets at September
30, 1999. The Company had a net working capital deficit of $250 and $0 at June
30, 2000 and September 30, 1999.
Net stockholders' deficit in the Company was $250 and $0 as of June 30, 2000 and
September 30.
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PART II-OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None/Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
None/Not Applicable.
ITEM 5. OTHER INFORMATION
Change in Control of Registrant
In June 2000, Donald L. Hodges sold 800,000 of his 800,000 shares of the
Company's Common Stock. The total 800,000 shares sold represented 80% of the
issued and outstanding shares of the Company's Common Stock to 3 R, Inc.
The current officers and directors of the Company have resigned and 3 R,
Inc. has elected new directors who will appoint new officers of the Company.
ITEM 6. EXHIBITS
(a) Exhibits. Exhibits required to be attached by Item 601 of Regulation
S-B are listed in the Index to Exhibits on page 12 of this Form
10-QSB, and are incorporated herein by reference.
(b) Reports on Form 8-K. No reports on Form 8-K were filed during the
period covered by this Form 10-QSB.
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, this ___day of September, 2000.
Arcadia Investments, Inc.
/s/ Jeong S. Park
Jeong S. Park October 4, 2000
President and Director
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EXHIBIT INDEX
Exhibit No. Page No. Description
27 12 Financial Data Schedule "CE"
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