UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-QSB
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(Mark one)
XX 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 EXCHANGE ACT
---------- OF 1934
For the transition period from ____________ to ___________
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Commission File Number: 0-28683
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Senior Optician Service, Inc.
(Exact name of small business issuer as specified in its charter)
Minnesota 41-1594595
----------------------------- ----------------------------
(State of incorporation) (IRS Employer ID Number)
15945 Quality Trail North, Scandia, MN 55073
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(Address of principal executive offices)
(651) 433-3522
--------------
(Issuer's telephone number)
Environmental Protection Corporation;
15945 Quality Trail North; Scandia MN 55073
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(Former name, former address and former fiscal year, if changed since last
report)
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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
--- ---
State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: August 28, 2000: 5,554,000
--------------------------
Transitional Small Business Disclosure Format (check one): YES NO X
--- ---
<PAGE>
Senior Optician Service, Inc.
(formerly Environmental Protection Corporation)
Form 10-QSB for the Quarter ended June 30, 2000
Table of Contents
Page
----
Part I - Financial Information
Item 1 Financial Statements 3
Item 2 Management's Discussion and Analysis or Plan of Operation 9
Part II - Other Information
Item 1 Legal Proceedings 10
Item 2 Changes in Securities 10
Item 3 Defaults Upon Senior Securities 10
Item 4 Submission of Matters to a Vote of Security Holders 10
Item 5 Other Information 10
Item 6 Exhibits and Reports on Form 8-K 10
Signatures 10
2
<PAGE>
S. W. HATFIELD, CPA
certified public accountants
Member: American Institute of Certified Public Accountants
SEC Practice Section
Information Technology Section
Texas Society of Certified Public Accountants
Item 1 - Part 1 - Financial Statements
Accountant's Review Report
--------------------------
Board of Directors and Shareholders
Senior Optician Service, Inc.
(formerly Environmental Protection Corporation)
We have reviewed the accompanying balance sheets of Senior Optician Service,
Inc. (formerly Environmental Protection Corporation) (a Minnesota corporation)
as of June 30, 2000 and 1999 and the accompanying statements of operations and
comprehensive income and cash flows for the three months ended June 30, 2000 and
1999. These financial statements are prepared in accordance with the
instructions for Form 10-QSB, as issued by the U. S. Securities and Exchange
Commission, and are the sole 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 on an opinion regarding the financial statements 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 consolidated financial statements for them to be in
conformity with generally accepted accounting principles.
S. W. HATFIELD, CPA
Dallas, Texas
August 28, 2000
Use our past to assist your future sm
P. O. Box 820395 9002 Green Oaks Circle, 2nd Floor
Dallas, Texas 75382-0395 Dallas, Texas 75243-7212
214-342-9635 (voice) (fax) 214-342-9601
800-244-0639 [email protected]
3
<PAGE>
<TABLE>
<CAPTION>
Senior Optician Service, Inc.
(formerly Environmental Protection Corporation)
Balance Sheets
June 30, 2000 and 1999
(Unaudited)
2000 1999
--------- ---------
<S> <C> <C>
ASSETS
------
Current Assets
Cash on hand and in bank $ -- $ --
--------- ---------
Total Assets $ -- $ --
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current Liabilities
Accounts payable - trade $ -- $ --
--------- ---------
Commitments and Contingencies
Shareholders' Equity
Common stock - $0.001 par value
100,000,000 shares authorized
5,554,000 issued and outstanding, respectively 5,554 5,554
Additional paid-in capital 352,163 352,163
Accumulated deficit (357,717) (357,717)
--------- ---------
Total Shareholders' Equity -- --
--------- ---------
Total Liabilities and Shareholders' Equity $ -- $ --
========= =========
</TABLE>
The financial information presented herein has been prepared by management
without audit by independent certified public accountants. See Accountant's
Review Report. The accompanying notes are an integral part of these financial
statements.
4
<PAGE>
Senior Optician Service, Inc.
(formerly Environmental Protection Corporation)
Statements of Operations and Comprehensive Income
Three months ended June 30, 2000 and 1999
(Unaudited)
Three months Three months
ended ended
June 30, June 30,
2000 1999
---------- ----------
Revenues $ -- $ --
---------- ----------
Expenses
General and administrative -- --
Depreciation and amortization -- --
---------- ----------
Total expenses -- --
---------- ----------
Loss from operations -- --
Provision for income taxes -- --
---------- ----------
Net Loss -- --
Other comprehensive income -- --
---------- ----------
Comprehensive Income $ -- $ --
========== ==========
Loss per weighted-average share of
common stock outstanding,
computed on Net Loss - basic
and fully diluted nil nil
=== ===
Weighted-average number of shares
of common stock outstanding 5,554,000 5,554,000
========== ==========
The financial information presented herein has been prepared by management
without audit by independent certified public accountants. See Accountant's
Review Report. The accompanying notes are an integral part of these financial
statements.
5
<PAGE>
<TABLE>
<CAPTION>
Senior Optician Service, Inc.
(formerly Environmental Protection Corporation)
Statements of Cash Flows
Three months ended June 30, 2000 and 1999
(Unaudited)
Three months Three months
ended ended
June 30, June 30,
2000 1999
--------- ---------
<S> <C> <C>
Cash Flows from Operating Activities
Net Loss $ -- $ --
Adjustments to reconcile net income to net cash
provided by operating activities
Depreciation and amortization -- --
--------- ---------
Net cash provided by (used in) operating activities -- --
--------- ---------
Cash Flows from Investing Activities -- --
--------- ---------
Cash Flows from Financing Activities -- --
--------- ---------
Increase (Decrease) in Cash and Cash Equivalents -- --
Cash and cash equivalents at beginning of period -- --
--------- ---------
Cash and cash equivalents at end of period $ -- $ --
========= =========
Supplemental Disclosures of Interest and Income Taxes Paid
Interest paid during the period $ -- $ --
========= =========
Income taxes paid (refunded) $ -- $ --
========= =========
</TABLE>
The financial information presented herein has been prepared by management
without audit by independent certified public accountants. See Accountant's
Review Report. The accompanying notes are an integral part of these financial
statements.
6
<PAGE>
Senior Optician Service, Inc.
(formerly Environmental Protection Corporation)
Notes to Financial Statements
Note A - Organization and Description of Business
Senior Optician Service, Inc. (formerly Environmental Protection Corporation)
(Company) was initially incorporated on April 20, 1966 under the laws of the
State of Minnesota as Polar Homes, Inc. The Company changed its corporate name
to Polar Campers, Inc. in 1968. The Company was originally formed to "build,
manufacture, sell, lease, own, buy and otherwise deal with in mobile homes,
campers, trailers and any other equipment which from time to time be decided
upon; to own and otherwise deal with in real estate, and to do all things
necessary and proper to accomplish said purposes." The Company ceased all
business operations during 1973 and disposed of all assets and liabilities. The
Company has been dormant since that time.
In August 1991, in anticipation of a business combination with another entity,
the Company changed its corporate name to Access Plus, Inc. This business
combination was unsuccessful and was abandoned due to lack of regulatory
approval in January 1992. Concurrent with the abandonment of that proposed
business combination, the Company changed its corporate name to Environmental
Protection Corporation.
On August 15, 2000, the Company changed its corporate name to Senior Optician
Service, Inc. Senior Optician Service, Inc. intends to enter the specialty
eyewear products business and intends to focus its efforts on specialty eyewear
sales and services for senior citizens who are home or facility bound. The
Company anticipates that its services will initially be offered out of a retail
optician center in Richfield, Minnesota. These services will be principally
marketed to individuals in homebound residential situations, assisted living
facilities and temporary and permanent residence facilities for senior citizens.
The Company's business plan anticipates using an interactive website server for
use at various nurses stations at assisted living facilities and other temporary
and permanent residence facilities for senior citizens. The nursing stations
located in these venues will be able to request products, services and schedule
on-site optician appointments for the facility residents. Further, the Company
anticipates offering the website services in various cities through
independently owned and operated optician stores. Presently, the business
concept is in its development stage and no hardware or software systems have
been installed.
The Company has had no significant operations, assets or liabilities since 1973
and, accordingly, the Company was dependent upon existing resources, management
and/or significant shareholders to provide sufficient working capital to
preserve the integrity of the corporate entity during this phase. It is the
intent of management and significant shareholders to provide sufficient working
capital necessary to support and preserve the integrity of the corporate entity.
The preparation of 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.
Note B - Summary of Significant Accounting Policies
1. Cash and cash equivalents
-------------------------
For Statement of Cash Flows purposes, the Company considers all cash on hand
and in banks, including accounts in book overdraft positions, certificates of
deposit and other highly-liquid investments with maturities of three months
or less, when purchased, to be cash and cash equivalents.
7
<PAGE>
Senior Optician Service, Inc.
(formerly Environmental Protection Corporation)
Notes to Financial Statements - Continued
Note B - Summary of Significant Accounting Policies - Continued
2. Income taxes
------------
The Company files its own separate federal income tax return. The Company has
no net operating loss carryforwards available to offset financial statement
or tax return taxable income in future periods.
3. Loss per share
--------------
Basic earnings (loss) per share is computed by dividing the net income (loss)
by the weighted-average number of shares of common stock and common stock
equivalents (primarily outstanding options and warrants). Common stock
equivalents represent the dilutive effect of the assumed exercise of the
outstanding stock options and warrants, using the treasury stock method. The
calculation of fully diluted earnings (loss) per share assumes the dilutive
effect of the exercise of outstanding options and warrants at either the
beginning of the respective period presented or the date of issuance,
whichever is later. As of June 30, 2000 and 1999, the Company has no issued
and outstanding securities, options or warrants that would be deemed
potentially dilutive in the current and future periods.
Note C - Common Stock Transactions
On December 18, 1998, the Company's shareholders approved the amendment of the
Company's Articles of Incorporation to allow for the issuance of up to
100,000,000 shares of common stock with a par value of $0.001 per share. Prior
to this change, the Company had been permitted to issue up to 10,000,000 shares
of common stock with a par value of $0.01 per share. This transaction had no
effect on the issued and outstanding shares of common stock of the Company. All
references to issued and outstanding shares and their respective par value have
been changed to reflect this restatement as of the first day of the earliest
period presented in the accompanying financial statements.
On December 17, 1998, in anticipation of the approval of the December 18, 1998
action noted above, the Company's Board of Directors approved the issuance of
5,000,000 shares of unregistered, restricted $0.001 par value common stock to an
individual providing legal and other consulting services necessary to maintain
the integrity of the corporate structure and facilitate the merger with or
acquisition of an unrelated entity.
(Remainder of this page left blank intentionally)
8
<PAGE>
Part I - Item 2
Management's Discussion and Analysis of Financial Condition and Results of
Operations
(1) Caution Regarding Forward-Looking Information
This quarterly report contains certain forward-looking statements and
information relating to the Company that are based on the beliefs of the Company
or management as well as assumptions made by and information currently available
to the Company or management. When used in this document, the words
"anticipate," "believe," "estimate," "expect" and "intend" and similar
expressions, as they relate to the Company or its management, are intended to
identify forward-looking statements. Such statements reflect the current view of
the Company regarding future events and are subject to certain risks,
uncertainties and assumptions, including the risks and uncertainties noted.
Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from
those described herein as anticipated, believed, estimated, expected or
intended. In each instance, forward-looking information should be considered in
light of the accompanying meaningful cautionary statements herein.
(2) General comments
Senior Optician Service, Inc. (formerly Environmental Protection Corporation)
(Company) was initially incorporated on April 20, 1966 under the laws of the
State of Minnesota as Polar Homes, Inc. The Company changed its corporate name
to Polar Campers, Inc. in 1968. The Company was originally formed to "build,
manufacture, sell, lease, own, buy and otherwise deal with in mobile homes,
campers, trailers and any other equipment which from time to time be decided
upon; to own and otherwise deal with in real estate, and to do all things
necessary and proper to accomplish said purposes." The Company ceased all
business operations during 1973 and disposed of all assets and liabilities. The
Company has been dormant since that time.
In August 1991, in anticipation of a business combination with another entity,
the Company changed its corporate name to Access Plus, Inc. This business
combination was unsuccessful and was abandoned due to lack of regulatory
approval in January 1992. Concurrent with the abandonment of that proposed
business combination, the Company changed its corporate name to Environmental
Protection Corporation.
On August 15, 2000, the Company changed its corporate name to Senior Optician
Service, Inc.
(3) Results of Operations, Liquidity and Capital Resources
As of the date of this filing, the Company has no operations, assets or
liabilities and has had none since 1973. Accordingly, the Company is dependent
upon management and/or significant shareholders to provide sufficient working
capital to preserve the integrity of the corporate entity at this time. It is
the intent of management and significant shareholders to provide sufficient
working capital necessary to support and preserve the integrity of the corporate
entity.
Senior Optician Service, Inc. intends to enter the specialty eyewear products
business and intends to focus its efforts on specialty eyewear sales and
services for senior citizens who are home or facility bound. The Company
anticipates that its services will initially be offered out of a retail optician
center in Richfield, Minnesota. These services will be principally marketed to
individuals in homebound residential situations, assisted living facilities and
temporary and permanent residence facilities for senior citizens. The Company's
business plan anticipates using an interactive website server for use at various
nurses stations at assisted living facilities and other temporary and permanent
residence facilities for senior citizens. The nursing stations located in these
venues will be able to request products, services and schedule on-site optician
appointments for the facility residents. Further, the Company anticipates
offering the website services in various cities through independently owned and
operated optician stores. Presently, the business concept is in its development
stage and no hardware or software systems have been installed.
9
<PAGE>
(4) Year 2000 Considerations
The Year 2000 (Y2K) date change was believed to affect virtually all computers
and organizations. The Company has undertook a comprehensive review of its
information systems, including personal computers, software and peripheral
devices, and its general communications systems during 1999 and made all
necessary modifications, upgrades or replacements that it believed were
necessary to address its potential internal Y2K exposures.
The Company had no Y2K impact in any manufacturing equipment. The Company also
held discussions with its significant suppliers, shippers, customers and other
external business partners related to their readiness for the Y2K date change.
The costs associated with the Y2K date change compliance did not have a material
effect on the Company's financial position or its results of operations. The
Company has experienced no negative impact from any potential Y2K issues through
June 30, 2000. However, there can be no continued assurance that all of the
Company's systems and the systems of its suppliers, shippers, customers or other
external business partners will continue function adequately.
Part II - Other Information
Item 1 - Legal Proceedings
None
Item 2 - Changes in Securities
None
Item 3 - Defaults on Senior Securities
None
Item 4 - Submission of Matters to a Vote of Security Holders
The Company has held no regularly scheduled, called or special meetings
of shareholders during the reporting period.
Item 5 - Other Information
None
Item 6 - Exhibits and Reports on Form 8-K
Exhibit 27 - Financial Data Schedule
Reports on Form 8-K
August 23, 2000 - Resignation of Directors and Executive Officers
pursuant to a change in control and change in corporate name
--------------------------------------------------------------------------------
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.
Senior Optician Service, Inc.
August 28 , 2000 /s/ Donald Hill
-------- -----------------------------
Donald Hill
President, Director
and Chief Accounting Officer
10
