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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(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 Securities Exchange
Act of 1934 for the transition period from ------------ to --------------
Commission file number: 000-28535
ARCADIA INVESTMENTS, INC.
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(Exact name of small business issuer as specified in its charter)
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Wyoming 86-0969997
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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5505 N. Indian Trail, Tucson, Arizona 85750
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(Address of principal executive office) (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 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.
Yes XX No
----- -----
The number of outstanding shares of the issuer's common stock, $0.001
par value, as of May 1, 2000 was 1,000,000.
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TABLE OF CONTENTS
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Condensed Balance Sheets as of September 30, 1999
and March 31, 2000 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Condensed Statements of Operations
for the Three and Six Month Periods Ended
March 31, 2000 and 1999 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Condensed Statements of Cash Flows
for the Six Month Period Ended
March 31, 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 CHANGES IN SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
ITEM 5 OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
INDEX TO EXHIBITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
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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 of the quarter ended March 31,
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 March 31, 2000, and the
related statements of operations for the three and six month periods then
ended, and cash flows for the six month period then ended. 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/ Robinson, Hill & Co.
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Certified Public Accountants
Salt Lake City, Utah
May 11, 2000
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ARCADIA INVESTMENTS, INC.
(A Development Stage Company)
BALANCE SHEETS
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March 31, Septeber 30,
2000 1999
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ASSETS: $ - $ -
===================== =====================
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts Payable & Accrued Expenses $ - $ -
--------------------- ---------------------
Stockholders' Equity:
Common Stock, Par value $.001
Authorized 100,000,000 shares,
Issued 1,000,000 Shares at March 31, 2000
and September 30, 1999 1,000 1,000
Paid-In Capital 1,005 75
Retained Deficit (1,075) (1,075)
Deficit Accumulated During the
Development Stage (930) -
--------------------- ---------------------
Total Stockholders' Equity - -
--------------------- ---------------------
Total Liabilities and
Stockholders' Equity $ - $ -
===================== =====================
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See accompanying notes and accountants' report.
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ARCADIA INVESTMENTS, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
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Cumulative
since October 20,
For the Three Months For the Six Months 1999 Inception of
Ended Ended Development
March 31, March 31, Stage
---------------------------- ----------------------------- --------------
2000 1999 2000 1999
---- ---- ---- ----
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Revenues $ - $ - $ - $ - $ -
----------- ---------- ----------- ----------- ---------
Expenses
General and Administrative - - 930 - 930
----------- ----------- ----------- ----------- ---------
Net Loss $ - $ - $ (930) $ - $ (930)
=========== =========== =========== =========== =========
Basic & Diluted loss per share $ - $ - $ - $ -
=========== =========== =========== ===========
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See accompanying notes and accountants' report.
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ARCADIA INVESTMENTS, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
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Cumulative
Since October
For the six months ended 20, 1999
March 31, Inception of
-------------------------------- Development
2000 1999 Stage
--------------- --------------- ----------------
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CASH FLOWS FROM OPERATING
-------------------------
ACTIVITIES:
-----------
Net Loss $ (930) $ - $ (930)
Adjustments to reconcile net loss to net cash
Provided by operating activities
Increase (Decrease) in:
Accounts Payable & Accrued Expenses - - -
------------ ------------ -----------
Net Cash Used in operating activities (930) - (930)
------------ ------------ -----------
CASH FLOWS FROM INVESTING
-------------------------
ACTIVITIES:
-----------
Net cash provided by investing activities - - -
------------ ------------ -----------
CASH FLOWS FROM FINANCING
-------------------------
ACTIVITIES:
-----------
Capital contributed by shareholder 930 - 930
------------ ------------ -----------
Net Cash Provided by
Financing Activities 930 - 930
------------ ------------ -----------
Net (Decrease) Increase in
Cash and Cash Equivalents - - -
Cash and Cash Equivalents
at Beginning of Period - - -
------------ ------------ -----------
Cash and Cash Equivalents
at End of Period $ $ - $ -
============ ============ ===========
SUPPLEMENTAL DISCLOSURE OF
--------------------------
CASH FLOW INFORMATION:
---------------------
Cash paid during the year for:
Interest $ - $ - $ -
Franchise and income taxes $ - $ - $ 75
SUPPLEMENTAL DISCLOSURE OF NON-CASH
-----------------------------------
INVESTING AND FINANCING ACTIVITIES: None
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See accompanying notes and accountants' report.
7
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ARCADIA INVESTMENTS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTH PERIODS ENDED MARCH 31, 2000 AND 1999
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 March 31, 2000 and for the
three and six 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
six 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 March 31, 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 SIX MONTH PERIODS ENDED MARCH 31, 2000 AND 1999
(Continued)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
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Three Months Ended Three Months Ended
March 31, 2000 March 31, 1999
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Number of Loss Number of Loss
Loss Shares Per Loss Shares Per
(numerator) (denominator) Share (numerator) (denominator) Share
-------------- ---------------- ----------- ------------ --------------- ---------
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Loss to Common
Shareholders $ - 1,000,000 $ - $ - 1,000,000 $ -
============== ================ =========== ============ =============== =========
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Six Months Ended Six Months Ended
March 31, 2000 March 31, 1999
----------------------------------------------- ---------------------------------------------
Number of Loss Number of Loss
Loss Shares Per Loss Shares Per
(numerator) (denominator) Share (numerator) (denominator) Share
-------------- ---------------- ----------- ------------ --------------- ---------
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Loss to Common
Shareholders $ (930) 1,000,000 $ - $ - 1,000,000 $ -
============== ================ =========== ============ =============== =========
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The effect of outstanding stock equivalents would be anti-dilutive for
March 31, 2000 and 1999 and are thus not considered.
NOTE 2 - INCOME TAXES
As of March 31, 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 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 March 31, 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.
9
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ARCADIA INVESTMENTS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTH PERIODS ENDED MARCH 31, 2000 AND 1999
(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 the three months ended
March 31, 2000 or 1999 because it is a shell company that has not had any
business operations for the past three years.
The Company had no costs of sales revenues for the three months ended
March 31, 2000 or 1999 because it is a shell company that has not had any
business operations for the past three years. The Company had no general and
administrative expenses for the three months period ended December 31, 2000 or
for the same period in 1999.
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The Company recorded net loss of $930 for the three months ended March
31, 2000 compared to $0 loss for the same period in 1999.
CAPITAL RESOURCES AND LIQUIDITY
At March 31, 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
December 31, 1999. The Company had a net working capital deficit of $0 at
March 31, 2000 and December 31, 1999.
Net stockholders' deficit in the Company was $0 as of March 31, 2000 and
December 31, 1999.
11
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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
None.
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 11th day of May, 2000.
Arcadia Investments, Inc.
/s/ Daniel L. Hodges
-------------------------------
Daniel L. Hodges May 11, 2000
President/CFO and Director
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EXHIBIT INDEX
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Exhibit No. Page No. Description
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27 12 Financial Data Schedule "CE"
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