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 JUNE 30, 2000
[ ] Transition report under section 13 or 15(d)
of the Exchange Act.
COMMISSION FILE NUMBER 000-28737
COMBINED COMPANIES CORPORATION
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(EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)
DELAWARE 95-4737491
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
860 VIA DE LA PAZ, SUITE E-1, PACIFIC PALISADES, CA 90272
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(310) 230-6100
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(ISSUER'S TELEPHONE NUMBER)
22147 PACIFIC COAST HIGHWAY, SUITE 4, MALIBU, CA 90265
(Former Address, if changed since last report)
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 August 15, 2000, there were 412,500 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>
COMBINED COMPANIES CORPORATION
(A DEVELOPMENT STAGE COMPANY)
INDEX
PART I. FINANCIAL INFORMATION PAGE NUMBER
Item 1. Financial Statements
BALANCE SHEET AS OF JUNE 30, 2000 (UNAUDITED) AND DECEMBER 31,
1999 2
STATEMENTS OF OPERATIONS FOR THE THREE MONTHS AND SIX MONTHS
ENDED JUNE 30, 2000 AND JUNE 30, 1999 AND FROM APRIL 27, 1998
(INCEPTION) TO JUNE 30, 2000 (UNAUDITED) 3
STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30,
2000 AND JUNE 30, 1999 AND FOR THE PERIOD FROM APRIL 27, 1998
(INCEPTION) TO JUNE 30, 2000 (UNAUDITED) 4
NOTES TO FINANCIAL STATEMENTS AS OF JUNE 30, 2000 (UNAUDITED) 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
COMBINED COMPANIES CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
ASSETS
June 30, 2000 December 31,
(unaudited) 1999
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TOTAL ASSETS $ - $ -
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LIABILITIES AND STOCKHOLDERS' DEFICIENCY
LIABILITIES
Loan payable to stockholder $ 16,395 $ 95
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TOTAL LIABILITIES 16,395 95
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STOCKHOLDERS' DEFICIENCY
Preferred stock, $0.001 par value, 8,000,000
shares authorized, none issued and
outstanding - -
Common stock, $0.001 par value, 100,000,000
shares authorized, 412,500 issued and
outstanding 412 412
Additional paid-in capital 589 589
Accumulated deficit during development stage (17,396) (1,096)
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TOTAL STOCKHOLDERS' DEFICIENCY (16,395) (95)
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TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY $ - $ -
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See accompanying notes to financial statements
<PAGE>
<TABLE>
<CAPTION>
COMBINED COMPANIES CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(UNAUDITED)
For the
Period From
For the For the April 27,
Three Three For the Six For the Six 1998
Months Months Months Ended Months Ended (Inception)
Ended June Ended June June 30, June 30, to June 30,
30, 2000 30, 1999 2000 1999 2000
------------ ------------ ------------- -------------- ---------------
<S> <C> <C> <C> <C> <C>
REVENUES $ - $ - $ - $ - $ -
------------ ------------ ------------- -------------- ---------------
EXPENSES
Accounting fees 2,000 500 4,000 500 4,500
Bank charges - 30 - 30 95
Consulting fees - 1 - 1 1
Legal fees 3,000 500 6,000 500 6,500
Office & postage expense 750 - 1,500 - 1,500
Rent 2,400 - 4,800 - 4,800
------------ ------------ ------------- -------------- ---------------
NET LOSS $ (8,150) $ (1,031) $ (16,300) $ (1,031) $ (17,396)
-------- ============ ============ ============= ============== ===============
Net loss per share - basic and diluted $ (0.0198) $ (0.0027) $ (0.0395) $ (0.0049) $ (0.0697)
============ ============ ============= ============== ===============
Weighted average number of shares outstanding
during the period - basic and diluted 412,500 383,654 412,500 211,533 249,497
============ ============ ============= ============== ===============
</TABLE>
See accompanying notes to financial statements
3
<PAGE>
<TABLE>
<CAPTION>
COMBINED COMPANIES CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
April 27,
1998
For the six For the six (inception)
months ended months ended to June 30,
June 30, 2000 June 30, 1999 2000
-------------- -------------- --------------
<S> <C> <C> <C>
Cash flows from operating activities
Net loss $ (16,300) $ (1,031) $ (17,396)
Adjustments to reconcile net loss to net
cash used in operating activities:
Stock issued for services - 1 1
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Net cash used in operating activities (16,300) (1,030) (17,395)
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Cash flows from financing activities
Proceeds from issuance of common stock - 1,000 1,000
Loan proceeds from stockholder 16,300 1,270 16,395
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Net cash provided by financing activities 16,300 2,270 17,395
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Net increase in cash - 1,240 -
Cash and cash equivalents - Beginning - - -
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Cash and cash equivalents - ending $ - $ 1,240 $ -
============== ============== ==============
</TABLE>
See accompanying notes to financial statements
4
<PAGE>
COMBINED COMPANIES CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF JUNE 30, 2000
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(A) Organization and Description of Business
Combined Companies Corporation (a development stage company) (the
"Company") was incorporated in the State of Delaware on April 27,
1998 to serve as a vehicle to engage in an internet-based
business. At June 30, 2000, the Company had not yet commenced any
revenue-generating business operations, and all activity to date
relates to the Company's formation, proposed fund raising and
business plan development.
The Company's ability to commence revenue-generating operations
is contingent upon its ability to implement its business plan and
raise the additional 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 regulation of the Securities and
Exchange Commission for interim financial information necessary
for a comprehensive presentation of financial position and
results of operations.
In Management's opinion, however that all material adjustments
(consisting of normal recurring adjustments) have been made which
are necessary for a fair financial statement presentation. The
results for the interim period are not necessarily indicative of
the results to be expected for the year.
For further information, refer to the financial statements and
footnotes included in the Company's Form 10-KSB for the year
ended December 31, 1999.
(C) Use of Estimates
In preparing financial statements in conformity with generally
accepted accounting principles, management is required to make
estimates and assumptions that affect the reported amounts of
assets and liabilities and the disclosure of contingent assets
and liabilities at the date of the financial statements and
revenues and expenses during the reported period. Actual results
could differ from those estimates.
5
<PAGE>
COMBINED COMPANIES CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF JUNE 30, 2000
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(D) Cash and Cash Equivalents
For purposes of the cash flow statements, the Company considers
all highly liquid investments with original maturities of three
months or less at time of purchase 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
No.109"). Under Statement No. 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 years 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
expenses or benefits due to the Company not having any material
operations for the six months ended June 30, 2000.
(F) Loss Per Share
Net loss per common share for the periods presented 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
June 30, 2000.
NOTE 2 LOAN PAYABLE TO STOCKHOLDER
The loan payable to stockholder is a non-interest-bearing loan
payable to PageOne Business Productions, LLC. The amount is due
and payable on demand.
6
<PAGE>
COMBINED COMPANIES CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF JUNE 30, 2000
NOTE 3 STOCKHOLDERS' DEFICIENCY
The Company was originally authorized to issue 2,000 shares of
common stock at $.01 per share par value. The Company issued 900
and 200 shares to AppleTree Investment Company, Ltd. and PageOne
Business Productions, LLC, respectively.
Management subsequently filed an amendment to the articles of
incorporation with the State of Delaware, which increased the
number of authorized common shares to 100,000,000, effected a 375
to 1 split of the 1,100 previously issued common shares and
created 8,000,000 authorized shares of preferred stock, of which
the issuance, rights and other terms are to be determined by the
Company's Board of Directors. In addition, the par value of the
common stock was changed to $0.001 per share and the par value of
the new preferred stock was set at $0.001 per share.
The financial statements at June 30, 2000 gives effect to the
common stock split, new authorized share amounts, and par values
enumerated in the amended certificate of incorporation. As of
June 30, 2000, no preferred shares have been issued.
NOTE 4 GOING CONCERN
As reflected in the accompanying financial statements, the
Company has accumulated losses of $17,396, a working capital
deficiency of $16,395 and has not generated any revenues since it
has not yet implemented 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
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. For the period since inception (April 27, 1998) through June 30,
2000, during the Company's development stage, the Company has a zero cash
balance and has accumulated losses of ($17,396).
FINANCIAL CONDITION AND LIQUIDITY
The Company has a working capital deficiency of $16,395 and has an ongoing
need to finance its activities. To date, the Company currently has funded these
cash requirements by offering and selling its Common Stock, in addition to cash
advances from a stockholder, and has issued 412,500 shares of Common Stock for
net proceeds of $1,001.00. Operating costs for the current period were funded by
a loan from a stockholder.
PLAN OF OPERATION
The Company has registered a dot.com name and has determined it can begin
conducting its business with limited financing that it has arranged.
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.
COMBINED COMPANIES CORPORATION
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Registrant
August 21, 2000 By: /s/ James P. Walters
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James P. Walters
Chief Financial Officer
(Principal Financial Officer)
9
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EXHIBIT INDEX
Exhibit No. Description
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27 Financial Data Schedule
