U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[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 Exchange Act.
COMMISSION FILE NUMBER 0-28603
VEDA CORPORATION
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(EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)
DELAWARE 95-4737510
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
14724 VENTURA BLVD., FLOOR 2, SHERMAN OAKS, CA 91403
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(818) 971-5184
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(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 X NO
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As of May 8, 2000, there were 1,029,400 shares of Common Stock, $0.001 par
value, of the issuer outstanding.
Transitional Small Business Disclosure Format (check one)
YES NO X
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<PAGE>
VEDA CORPORATION
(A DEVELOPMENT STAGE COMPANY)
INDEX
PART I. FINANCIAL INFORMATION PAGE NUMBER
Item 1. Financial Statements
BALANCE SHEET AS OF MARCH 31, 2000 2
STATEMENTS OF OPERATIONS FOR THE THREE MONTHS
ENDED MARCH 31, 2000 AND FOR THE PERIOD FROM
SEPTEMBER 15, 1998 (INCEPTION) TO MARCH 31, 2000 3
STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS
ENDED MARCH 31, 2000 AND FOR THE PERIOD FROM
SEPTEMBER 15, 1998 (INCEPTION) TO MARCH 31, 2000 4
NOTES TO FINANCIAL STATEMENTS 5-7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports filed on Form 8-K 8
Signatures 9
1
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
VEDA CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
ASSETS
March 31,
December 31, 2000
1999 (Unaudited)
---------------- -------------
TOTAL ASSETS $ - $ -
- ------------ ================ =============
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
LIABILITIES
Loan payable - related party 95 8,245
---------------- -------------
TOTAL LIABILITIES 95 8,245
---------------- -------------
STOCKHOLDERS' DEFICIENCY
Preferred stock, $.001 par value,
8,000,000 shares authorized, none
issued and outstanding - -
Common stock, $.001 par value,
100,000,000 shares authorized,
1,029,400 issued and outstanding 1,029 1,029
Accumulated deficit during
development stage (1,124) (9,274)
---------------- -------------
TOTAL STOCKHOLDERS' DEFICIENCY (95) (8,245)
---------------- -------------
TOTAL LIABILITIES AND STOCKHOLDERS'
- ----------------------------------
DEFICIENCY $ - $ -
- ----------- ================ =============
See accompanying notes to financial statements.
2
<PAGE>
VEDA CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(UNAUDITED)
September 15,
1998 For the Three
(Inception) to Months Ended
March 31, 2000 March 31, 2000
---------------- ----------------
INCOME $ - $ -
---------------- ----------------
EXPENSES
Accounting fees 2,500 2,000
Bank service charge 95 -
Consulting fees 29 -
Legal fees 3,500 3,000
Office expense 750 750
Rent 2,400 2,400
---------------- ----------------
NET LOSS $ (9,274) (8,150)
- -------- ================ ================
NET LOSS PER SHARE - BASIC AND
DILUTED $ (0.0139) (0.0079)
================ ================
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING DURING THE PERIOD -
BASIC AND DILUTED 667,055 1,029,400
================ ================
See accompanying notes to financial statements.
3
<PAGE>
VEDA CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
September 15,
1998 For the Three
(Inception) To Months Ended
March 31, 2000 March 31, 2000
---------------- ---------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (9,274) $ (8,150)
Adjustments to reconcile net loss to
net cash used by operating activities:
Consulting services preformed for
issuance of stock 29 -
---------------- ---------------
Net cash used in operating activities (9,245) (8,150)
---------------- ---------------
CASH FLOWS FROM INVESTING ACTIVITIES: - -
---------------- ---------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Loan payable - related party 8,245 8,150
Proceeds from issuance of common stock 1,000 -
---------------- ---------------
Net cash provided by financing
activities 9,245 8,150
---------------- ---------------
INCREASE IN CASH AND CASH EQUIVALENTS - -
CASH AND CASH EQUIVALENTS -
BEGINNING OF PERIOD - -
---------------- ---------------
CASH AND CASH EQUIVALENTS -
- ----------------------------
END OF PERIOD $ - $ -
- -------------- ================ ===============
See accompanying notes to financial statements.
4
<PAGE>
VEDA CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF MARCH 31, 2000
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(A) Organization and Business Operations
Veda Corporation (a development stage company) ("the Company") was
incorporated in Delaware on September 15, 1998 to serve as a vehicle
to effect a merger, exchange of capital stock, asset acquisition or
other business combination with a domestic or foreign private
business. At March 31, 2000, the Company had not yet commenced any
formal business operations, and all activity to date relates to the
Company's formation and proposed fund raising.
The Company's ability to commence operations is contingent upon its
ability to identify a prospective target business and raise the
capital it will require through the issuance of equity securities,
debt securities, bank borrowings or a combination thereof.
(B) Basis of Presentation
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles, and the
rules and regulations of the Securities and Exchange Commission for
interim financial information. Accordingly, they do not include all
the information necessary for a comprehensive presentation of
financial position and results of operations.
It is management's opinion, however that all material adjustments
(consisting of normal recurring adjustments) have been made which are
necessary for a fair financial statements presentation. The results
for the interim period are not necessarily indicative of the results
to be expected for the year.
In addition, the accompanying financial statements do not include the
statement of operations or cash flows for the three months ended
March 31, 1999 since the Company was inactive during this period.
For further information, refer to the financial statements and
footnotes included the Company's Form 10-KSB for the year ended
December 31, 1999.
5
<PAGE>
VEDA CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF MARCH 31, 2000
(C) Use of Estimates
The preparation of the financial statements in conformity with
generally accepted accounting principles requires 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.
(D) Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers
all highly liquid investments purchased with an original maturity of
three months or less to be cash equivalents.
(E) Income Taxes
The Company accounts for income taxes under the Financial Accounting
Standards Board Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes" ("Statement 109"). Under Statement 109,
deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and
their respective tax basis. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income
in the three months in which those temporary differences are expected
to be recovered or settled. Under Statement 109, the effect on
deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the enactment date.
There were no current or deferred income tax expense or benefits due
to the Company not having any material operations for the three
months ended March 31, 2000.
(F) Earnings Per Share
Net loss per common share for the three months ended March 31, 2000
and for the period from September 15, 1998 (inception) to March 31,
2000 is computed based upon the weighted average common shares
outstanding as defined by Financial Accounting Standards No. 128
"Earnings Per Share". There were no common stock equivalents
outstanding at March 31, 2000.
6
<PAGE>
VEDA CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF MARCH 31, 2000
NOTE 2 LOAN PAYABLE - RELATED PARTY
The loan payable - related party is a non-interest-bearing loan
payable to PageOne Business Productions, LLC arising from funds
advanced to the Company. The amount is due and payable upon demand.
NOTE 3 STOCKHOLDERS' DEFICIENCY
The Company was originally authorized to issue 100,000 shares of
preferred stock at $.01 par value, with such designations,
preferences, limitations and relative rights as may be determined
from time to time by the Board of directors. It was also originally
authorized to issue 10,000,000 shares of common stock at $.001 par
value.
The Company issued 914,700 and 114,700 common shares to Appletree
Investment Company, Ltd. and PageOne Business Productions, LLC,
respectively. No preferred shares have been issued as of March 31,
2000.
Management filed a restated certificate of incorporation with the
State of Delaware in June of 1999 which increased the number of
authorized common shares to 100,000,000, increased the number of
authorized preferred shares to 8,000,000 and decreased the par value
of the preferred shares to $.001 per share.
The financial statements at March 31, 2000 give effect to common and
preferred stock amounts and par values enumerated in the restated
certificate of incorporation.
NOTE 4 GOING CONCERN
As reflected in the accompanying financial statements, the Company
has had accumulated losses of $9,274 since inception, a working
capital deficiency of $8,245 and has not generated any revenue since
it has yet to implement its business plan. The ability of the Company
to continue as a going concern is dependent on the Company's ability
to raise additional capital and implement its business plan. The
financial statements do not include any adjustments that might be
necessary if the Company is unable to continue as a going concern.
The Company intends to implement its business plan and is seeking
funding through the private placement of its equity or debt
securities or may seek a combination with another company already
engaged in its proposed business. Management believes that actions
presently being taken provide the opportunity for the Company to
continue as a going concern.
7
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
The following discussion and analysis below should be read in conjunction
with the financial statements, including the notes thereto, appearing elsewhere
in this report.
The Company was formed on September 15, 1998 and is in the development
stage. To date, the Company has not conducted any business operations or had any
sales revenue. To accomplish its business objectives, the Company intends to
locate and enter into strategic business combinations in the internet
telecommunications industry.
Liquidity and Capital Resources
- -------------------------------
The Company currently believes that it has adequate cash resources to fund
current operations. There can be no assurance, however, that the Company's
actual capital needs will not exceed anticipated levels, or that the Company
will generate sufficient revenues to fund its operations in the absence of other
sources. Operating costs for the current period were funded by a loan from a
stockholder.
The Company remains in the development stage and, since inception, has
experienced no significant change in liquidity or capital resources or
stockholders' equity other than the receipt of proceeds in the amount of $1,000
from the offer and sale of its Common Stock and $8.245 of cash advances from a
stockholder. The Company had a working capital deficiency of $8,245 as of March
31, 2000. Substantially all of such funds have been used to pay expenses
incurred by the Company.
Since its organization, VEDA has satisfied its cash requirements through
sales of Common Stock and cash advances from its stockholders.
Results of Operations
- ---------------------
During the period from September 15, 1998 (inception) through March 31,
2000, the Company has engaged in no significant operations other than
organization activities, acquisition of capital and preparation for registration
of its securities under the Securities Exchange Act of 1934, as amended (the
"'34 Act"). No revenues were received by the Company during this period. For the
period from September 15, 1998 (inception) through March 31, 2000, the
Company has $0 assets, and has generated a net loss of ($9,274).
PART II OTHER INFORMATION
Item 6. Exhibits and Reports filed on Form 8-K
(a) Exhibits
Exhibit No. Description
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27 Financial Data Schedule
(b) Reports on Form 8-K
None.
8
<PAGE>
SIGNATURES
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In accordance with the requirements of the Securities Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
VEDA CORPORATION
----------------
Registrant
May 15, 2000 By: /s/ James Walters
------------ --------------------------------
James Walters
Chief Financial Officer
(Principal Financial Officer)
9
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ---------- -----------
27 Financial Data Schedule
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<ARTICLE> 5
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<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 8,245
<BONDS> 0
0
0
<COMMON> 1,029
<OTHER-SE> (9,274)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 8,150
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (8,150)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (8,150)
<EPS-BASIC> (0.01)
<EPS-DILUTED> (0.01)
</TABLE>
