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 June 30, 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: 000-28655
NEIGHBORHOOD INVESTMENT, LTD.
--------------------------------------
(Exact name of small business issuer as specified in its charter)
Wyoming 86-0970135
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
10130 E. Winding Trail, Tucson, Arizona 85749
------------------------------------------
(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 June 30, 2000 was 1,000,000.
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 CHANGES IN SECURITIES...................................12
ITEM 5 OTHER INFORMATION.......................................12
INDEX TO EXHIBITS..............................................13
[THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]
PAGE 2
PART I
ITEM 1. FINANCIAL STATEMENTS
As used herein, the term "Company" refers to Neighborhood
Investment, Ltd., 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 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]
PAGE 3
INDEPENDENT ACCOUNTANTS' REPORT
Neighborhood Investment, Ltd.
(A Development Stage Company)
We have reviewed the accompanying balance sheets of Neighborhood
Investment, Ltd. (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 period 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 9, 2000
PAGE 4
NEIGHBORHOOD INVESTMENT, LTD.
(A Development Stage Company)
BALANCE SHEETS
June 30, September 30,
2000 1999
-------------- ----------------
ASSETS: $ - $ -
============== ================
LIABILITIES & STOCKHOLDERS'EQUITY
Current Liabilities:
Accounts Payable & Accrued Expenses $ 55 $ -
-------------- ----------------
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 955 75
Retained Deficit (1,075) (1,075)
Deficit Accumulated During the
Development Stage (935) -
------------- ----------------
Total Stockholders' Equity (55) -
------------- ----------------
Total Liabilities and
Stockholders' Equity $ - $ -
============= ================
See accompanying notes and accountants' report.
PAGE 5
NEIGHBORHOOD INVESTMENT, LTD.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
Cumulative
since
For the Three Months For the Nine Months October 20
Ended Ended 1999 Inception
June 30, June 30, of Development
-------------------- --------------------- Stage
2000 1999 2000 1999 --------------
---- ---- ---- ----
Revenues $ - $ - $ - $ - $ -
--------- --------- -------- --------- -----------
Expenses
General and
Administrative 55 - 935 - 935
--------- --------- -------- ---------- -----------
Net Loss $ (55) $ - $ (935) $ - $ (935)
========= ========= ======== ========= ===========
Basic & Diluted
loss per share $ - $ - $ - $ -
========= ========= ======== =========
See accompanying notes and accountants' report.
PAGE 6
NEIGHBORHOOD INVESTMENT, LTD.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
Cumulative
Since October
For the nine months ended 20,1999
June 30, Inception of
-------------------------- Development
2000 1999 Stage
------------ ------------ ---------------
CASH FLOWS FROM OPERATING
-------------------------
ACTIVITIES:
----------
Net $ (935) $ - $ (935)
Adjustments to reconcile net
loss to net cash
Provided by operating
activities
Increase (Decrease) in:
Accounts Payable & Accrued 55 - (20)
------------ ------------ --------------
Expenses
Net Cash Used in operating
activities (880) - (955)
------------ ------------ --------------
CASH FLOWS FROM INVESTING
-------------------------
ACTIVITIES:
-----------
Net cash provided by investing
activities - - -
------------ ----------- -------------
CASH FLOWS FROM FINANCING
-------------------------
ACTIVITIES:
-----------
Capital contributed by
shareholder 880 - 955
------------ ----------- -------------
Net Cash Provided by
Financing Activities 880 - 955
------------ ----------- -------------
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
-----------------------------------------------------------------------
See accompanying notes and accountants' report.
PAGE 7
NEIGHBORHOOD INVESTMENT, LTD.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTH PERIODS ENDED JUNE 30, 2000 AND 1999
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
---------------------------------------------------------------------
This summary of accounting policies for Neighborhood Investment,
Ltd. (a development stage company) 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 months 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 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 April 9, 1997. The Company ceased all operating
activities during the period from April 9, 1997 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:
PAGE 8
NEIGHBORHOOD INVESTMENT, LTD.
(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 ACCOUNTING POLICIES
--------------------------------------------------------------------
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
------------ ------------- -------- ----------- ------------ -----
Loss to
Common
Shareholders $ (55) 1,000,000 $ - $ - 1,000,000 $ -
============= ============= ======== =========== ============ =====
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
----------- ------------- -------- ----------- ------------ -----
Loss to
Common
Shareholders $ (935) 1,000,000 $ - $ - 1,000,000 $ -
=========== ============= ======== =========== =========== ======
The effect of outstanding stock equivalents are 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 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.
PAGE 9
NEIGHBORHOOD INVESTMENT, LTD.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTH PERIODS ENDED JUNE 30, 2000 AND 1999
(Continued)
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.
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 Neighborhood
Investment, Ltd., 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.
PAGE 10
Results of Operations
The Company had no sales or 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 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 $55 and $935 in general and administrative expenses
for the three and nine month periods ended June 30, 2000 and $0 for
the same periods in 1999.
The Company recorded net loss of $55 and $935 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 $55 and $0 at June 30, 2000 and September 30, 1999.
Net stockholders' deficit in the Company was $55 and $0 as of
June 30, 2000 and September 30, 1999.
PAGE 11
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 9th day of August, 2000.
Neighborhood Investment, Ltd.
/s/ Daniel L. Hodges
------------------------
Daniel L. Hodges August 9, 2000
President/CFO and Director
PAGE 12
EXHIBIT INDEX
Exhibit No. Page No. Description
27 12 Financial Data Schedule "CE"
[ARTICLE] 5
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE UNAUDITED FINANCIAL STATEMENTS FOR THE PERIOD ENDED JUNE 30,
2000 THAT WERE FILED WITH THE COMPANY'S REPORT ON FORM 10-QSB AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
[CIK] 0001101369
[NAME] NEIGHBORHOOD INVESTMENT, LTD.
[MULTIPLIER] 1,000
[CURRENCY] U.S. Dollars
[PERIOD-TYPE] 9-MOS
[FISCAL-YEAR-END] SEP-30-2000
[PERIOD-START] APR-1-2000
[PERIOD-END] JUN-30-2000
[EXCHANGE-RATE] 1
[CASH] 0
[SECURITIES] 0
[RECEIVABLES] 0
[ALLOWANCES] 0
[INVENTORY] 0
[CURRENT-ASSETS] 0
[PP&E] 0
[DEPRECIATION] 0
[TOTAL-ASSETS] 0
[CURRENT-LIABILITIES] 0
[BONDS] 0
[PREFERRED-MANDATORY] 0
[PREFERRED] 0
[COMMON] 1
[OTHER-SE] (1)
[TOTAL-LIABILITY-AND-EQUITY] 0
[SALES] 0
[TOTAL-REVENUES] 0
[CGS] 0
[TOTAL-COSTS] 0
[OTHER-EXPENSES] 1
[LOSS-PROVISION] 0
[INTEREST-EXPENSE] 0
[INCOME-PRETAX] (1)
[INCOME-TAX] 0
[INCOME-CONTINUING] (1)
[DISCONTINUED] 0
[EXTRAORDINARY] 0
[CHANGES] 0
[NET-INCOME] (1)
[EPS-BASIC] 0
[EPS-DILUTED] 0
#764686
PAGE 14
