UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10 QSB
(X) Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended March 30, 2000
( ) Transition report pursuant of Section 13 or 15(d) of the Securities
Exchange Act of 1939 for the transition period ____ to______
COMMISSION FILE NUMBER 0001103097
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FAR REACH HOLDINGS, LTD.
-----------------------------------------
(Exact name of registrant as set forth in its charter)
Nevada 33-0885763
- ----------------------------------
- ----------------------------------
(State or other jurisdiction of (IRS Employer Identification
No.)
incorporation or organization)
44489 Town Center Way #D415, Palm Desert, CA 92260
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices, including Registrant's zip code
and telephone number)
NONE
- --------------------------------------------------------------
Former name, former address and former fiscal year, if changed
Indicate by check mark whether the registrant (1) has filed all reports
required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 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
--- ---
The number of shares of the registrant's common stock as of March 31, 2000:
2,000,000 shares.
Transitional Small Business Disclosure Format (check one): Yes No X
--- ---
TABLE OF CONTENTS
PAGE
-----------------
- ----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
(a) Balance Sheet
3
(b) Statement of Operations
4
(c) Statement of Changes in Financial Position
5
(d) Statement of Shareholders' Equity
6
(e) Notes to Financial Statements
7
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations
8
Item 3. Risks
PART II. OTHER INFORMATION
9
Item 1. Legal Proceedings
Item 2. Changes in Securities and Use of Proceeds
Item 3. Defaults On Senior Securities
Item 4. Submission of Items to a Vote
Item 5. Other Information
Item 6
(a) Exhibits
(b) Reports on Form 8K
None
SIGNATURES
10
FINANCIAL DATA SCHEDULE
11
[CAPTION]
[CAPTION]
FAR REACH HOLDINGS, LTD.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
March 31,
---------------------
1999 2000
------- -------
Assets: ............................................$ -- $ --
======= =======
Liabilities - Accounts Payable .....................$ -- $ --
------- -------
Stockholders' Equity:
Common Stock, Par value $.001
Authorized 100,000,000 shares,
Issued 1,000,000 shares at December 31,
1999 and 1998 .................................. 1,000 1,000
Paid-In Capital .................................. 440 440
Retained Deficit ................................(1,200) (1,200)
Deficit Accumulated During the
Development Stage .............................. (240) (240)
------- -------
Total Stockholders' Equity .................... -- --
------- -------
Total Liabilities and
Stockholders' Equity ........................ $ -- $ --
======= =======
[CAPTION]
FAR REACH HOLDINGS, LTD.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
Cumulative
For period ended Since
Inception
March 31, of Development
-------------- Stage
1999 2000
----- ----- -----
Revenues: ........................ $ -- $ -- $ --
Expenses: ..................... 240 -- 240
----- ----- -----
Net Loss $ (240) $ -- $(240)
----- ----- -----
Basic & Diluted loss per share ..... $ -- $ --
===== =====
[CAPTION]
FAR REACH HOLDINGS, LTD.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD ENDED MARCH 31, 2000
<TABLE>
Deficit
Accumulated
During
Common Stock Paid-In
Retained Development
Shares Par Value Capital
Deficit Stage
------ ---------- -------
- --------- --------
<S> <C> <C> <C>
<C> <C>
Balance at May 23, 1996 (inception) $ -- $ -- $ -- $
- -- $ --
June 10, 1996 Issuance of Stock for
F-3<PAGE>
Services and payment
of Accounts Payable 1,000 1,000 --
- -- --
Net Loss -- -- --
(1,000) --
--------- --------- ---------
- --------- ---------
Balance at December 31, 1996 -- -- --
(1,000) --
Net Loss -- -- --
100 --
--------- --------- ---------
- --------- ---------
Balance at December 31, 1997
As Originally Reported 1,000 1,000 --
(1,100) --
Retroactive adjustment for 1,000
to 1 stock split 11/11, 1999 999,000 -- --
- -- --
--------- --------- ---------
- --------- ---------
Restated balance January 1, 1998 1,000,000 1,000 --
(1,100) --
Net Loss -- -- --
(100) --
--------- --------- ---------
- --------- ---------
Balance at December 31, 1998 1,000,000 1,000 --
(1,200) --
Capital contributed by Shareholder -- -- 440
Net Loss -- -- --
- -- (240)
--------- --------- ---------
- --------- ---------
Balance at December 31, 1999 1,000,000 $ 1,000 $ 440 $
(1,200) $ (240)
Balance at March 31, 2000 1,000,000 $ 1,000 $ 440 $
(1,200) $ (240) =========
========= ========= ========= =========
</TABLE>
[CAPTION]
FAR REACH HOLDINGS, LTD.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
Cumulative
For period ended Since
Inception
March 31, of Development
-------------- Stage
1999 2000
----- ----- -----
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Loss ............................ $(240) $ -- $(240)
Increase (Decrease) in Accounts Payable (200) -- (200)
----- ----- -----
Net Cash Used in operating activities ...... (440) -- (440)
----- ----- -----
CASH FLOWS FROM INVESTING
ACTIVITIES:
Net cash provided by
investing activities ............... -- -- --
----- ----- -----
CASH FLOWS FROM FINANCING
ACTIVITIES:
Capital contributed by shareholder ........ 440 -- 440
----- ----- -----
Net Cash Provided by
Financing Activities .................. 440 -- 440
----- ----- -----
Net (Decrease) Increase in
Cash and Cash Equivalents .......... -- -- --
Cash and Cash Equivalent
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 $ 300 $ -- 600
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND
FINANCING ACTIVITIES: None
[CAPTION]
FAR REACH HOLDINGS, LTD.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD ENDED MARCH 31, 2000
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of accounting policies for FAR REACH HOLDINGS, LTD. 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.
ORGANIZATION AND BASIS OF PRESENTATION
The Company was incorporated under the laws of the State of Nevada on May
23, 1996. The Company ceased all operating activities during the period from
May 23, 1996 to June 5, 1999 and was considered dormant. Since June 5,
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.
NOTE 2 - INCOME TAXES
As of December 31, 1999, the Company had a net operating loss carry
forward for income tax reporting purposes of approximately $1,000 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 chance 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.
NOTE 5 - STOCK SPLIT
On November 11, 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 1999
and 1998 have been restated to reflect the stock split.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
THIS ANALYSIS CONTAINS FORWARD-LOOKING COMMENTS WHICH ARE BASED ON CURRENT
INFORMATION. ACTUAL RESULTS IN THE FUTURE MAY DIFFER MATERIALLY.
PLAN OF OPERATIONS
The Company has no current operations, other than searching for a suitable
merger candidate. Therefore, a comparative analysis of this quarter to the
same quarter for the last fiscal year is not presented.
The Company was organized for the purpose of creating a corporate vehicle to
seek, investigate and, if such investigation warrants, acquire an interest in
one or more business opportunities presented to it by persons or firms who or
which desire to seek perceived advantages of a publicly held corporation. At
this time, the Company has no plan, proposal, agreement, understanding or
arrangement to acquire or merge with any specific business or company, and the
Company has not identified any specific business or company for investigation
and evaluation. No member of Management or promoter of the Company has had any
material discussions with any other company with respect to any acquisition of
that company. The Company will not restrict its search to any specific
business,
industry or geographical location, and the Company may participate in a
business
venture of virtually any kind or nature. The discussion of the proposed
business
under this caption and throughout is purposefully general and is not meant
to be
restrictive of the Company's virtually unlimited discretion to search for and
enter into potential business opportunities.
The Company's plan of operations over the next 12 months includes the
seeking of acquisition or merger opportunities. During the next twelve
months, the Company plans to satisfy its cash requirements by additional
equity financing. There can be no assurance that the company will be
successful in raising additional equity financing, and, thus, be able to
satisfy its cash requirements, which primarily consist of legal and
accounting fees at the present time. If the company is not able to raise
equity capital, and it presently has no cash with which to satisfy any
future cash requirements. The company will need a minimum of $10,000 to
satisfy its cash requirements for the next 12 months. The company will not
be able to operate if it does not obtain equity financing. The Company has
no current material commitments. The Company depends upon capital to be
derived from future financing activities such as subsequent offerings of its
stock. There can be no assurance that the Company will be successful in
raising the capital it requires. The company does not anticipate any further
research and development of any products, nor does it expect to incur any
research and development costs. The company does not expect the purchase or
sale of plant or any significant equipment, and it does not anticipate any
change in the number of its employees. The Company has no current material
commitments. The Company has generated no revenue since its inception.
The Company is still considered to be a development stage company, with no
significant revenue, and is dependent upon the raising of capital through
placement of its common stock. There can be no assurance that the Company will
be successful in raising the capital it requires through the sale of its common
stock.
The Company intends to utilize the proceeds from this offering or to obtain
funds in one or more private placements to finance the operation of any
acquired business. Persons purchasing securities in these placements and
other shareholders will likely not have the opportunity to participate in
the decision relating to any acquisition. The Company's proposed business is
sometimes referred to as a "blind pool" because any investors will entrust
their investment monies to the Company's management before they have a
chance to analyze any ultimate use to which their money may be put.
Consequently, the Company's potential success is heavily dependent on the
Company's management, which will have virtually unlimited discretion in
searching for and entering into a business opportunity. None of the officers
and directors of the Company has had any experience in the proposed business
of the Company. There can be no assurance that the Company has had any
experience in the proposed business of the Company. There can be no
assurance that the Company will be able to raise any funds in private
placement. In any private placement, management may purchase shares on the
same terms as offered in the private placement.
Management anticipates that it will only participate in one potential business
venture. This lack of diversification should be considered a substantial
risk in
investing in the Company because it will not permit the Company to offset
potential losses from one venture against gains from another.
The Company may seek a business opportunity with a firm that only recently
commenced operations, or a developing company in need of additional funds for
expansion into new products or markets, or an established company seeking a
public vehicle. In some instances, a business opportunity may involve the
acquisition or merger with a corporation which does not need substantial
additional cash but which desires to establish a public trading market for its
common stock. The Company may purchase assets and establish wholly owned
subsidiaries in various business or purchase existing businesses as
subsidiaries. The Company anticipates that the selection of a business
opportunity in which to participate will be complex and extremely risky.
Because
of general economic conditions, rapid technological advances being made in some
industries, and shortages of available capital, management believes that there
are numerous firms seeking the benefits of a publicly traded corporation. Such
perceived benefits of a publicly traded corporation may include facilitating or
improving the terms on which additional equity financing may be sought,
providing liquidity for the principals of a business, creating a means for
providing incentive stock options or similar benefits to key employees,
providing liquidity (subject to restrictions of applicable statues) for all
shareholders, and other factors. Potentially available business opportunities
may occur in many different industries and at various stages of development,
all
of which will make the task of comparative investigation and analysis of such
business opportunities extremely difficult and complex. As is customary in the
industry, the Company may pay a finder's fee for locating an acquisition
prospect. If any such fee is paid, it will be approved by the Company's
Board of
Directors and will be in accordance with the industry standards. Such fees are
customarily between 1% and 5% of the size of the transaction, based upon a
sliding scale of the amount involved. Such fees are typically in the range
of 5%
on a $1,000,000 transaction ratably down to 1% in a $4,000,000 transaction.
Management had adopted a policy that such a finder's fee or real estate
brokerage fee could, in certain circumstances, be paid to any employee,
officer,
director or 5% shareholder of the Company, if such person plays a material role
in bringing a transaction to the Company. As part of any transaction, the
acquired company may require that Management or other stockholders of the
Company sell all or a portion of their shares to the acquired company, or to
the
principals of the acquired company. It is anticipated that the sales price of
such shares will be lower than the anticipated market price of the Company's
Common Stock at such a time. The Company's funds are not expected to be used
for purposes of any stock purchase from insiders. The Company shareholders
will not be provided the opportunity to approve or consent to such sale. The
opportunity to sell all or a portion of their shares in connection with an
acquisition may influence management's decision to enter into a specific
transaction. However, management believes that since the anticipated sales
price will potentially be less than market value, that the potential of a
stock sale will be a material factor in their decision to enter a specific
transaction.
The above description of potential sales of management stock is not based upon
any corporate bylaw, shareholder or board resolution, or contract or agreement.
No other payments of cash or property are expected to be received by Management
in connection with any acquisition. The Company has not formulated any policy
regarding the use of consultants or outside advisors, but does not anticipate
that it will use the services of such persons.
The Company has, and will continue to have, insufficient capital with which to
provide the owners of business opportunities with any significant cash or other
assets. However, management believes the Company will offer owners of business
opportunities the opportunity to acquire a controlling ownership interest in a
public company at substantially less cost than is required to conduct an
initial
public offering. The owners of the business opportunities will, however, incur
significant post-merger or acquisition registration costs in the event they
wish
to register a portion of their shares for subsequent sale. The Company will
also
incur significant legal and accounting costs in connection with the acquisition
of a business opportunity including the costs of preparing post-effective
amendments, Forms 8-K, agreements and related reports and documents. However,
the officers and directors of the Company have not conducted market research
and
are not aware of statistical data which would support the perceived benefits of
a merger or acquisition transaction for the owners of a business opportunity.
The Company does not intend to make any loans to any prospective merger or
acquisition candidates or unaffiliated third parties.
PART II. OTHER INFORMATION
Item 1. Legal proceedings NONE
Item 2. Changes in securities and use of proceeds NONE
Item 3. Defaults on senior securities NONE
Item 4. Submission of items to a vote NONE
Item 5. Other information NONE
Item 6.
a) Exhibits NONE
b) Reports on 8K NONE
SIGNATURES
In accordance with the requirements of the Securities and Exchange Act
of 1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Four Peaks Group, Inc.
Dated: May 5, 2000 By: /s/David Sitke
---------------------------
DAVID SITKE,
President and Director
[TYPE]EX-27
<SEQUENCE>2
[DESCRIPTION]FINANCIAL DATA SCHEDULE
<TABLE> <S> <C>
[ARTICLE] 5
[MULTIPLIER] 1
<S> <C>
[PERIOD-TYPE] 3-MOS
[FISCAL-YEAR-END] DEC-31-1999
[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] 0
[BONDS] 0
[PREFERRED-MANDATORY] 0
[PREFERRED] 0
[COMMON] 1000000
[OTHER-SE] 0
[TOTAL-LIABILITY-AND-EQUITY] 0
[SALES] 0
[TOTAL-REVENUES] 0
[CGS] 0
[TOTAL-COSTS] 0
[OTHER-EXPENSES] 0
[LOSS-PROVISION] 0
[INTEREST-EXPENSE] 0
[INCOME-PRETAX] 0
[INCOME-TAX] 0
[INCOME-CONTINUING] 0
[DISCONTINUED] 0
[EXTRAORDINARY] 0
[CHANGES] 0
[NET-INCOME] 0
[EPS-BASIC] (.00)
[EPS-DILUTED] (.00)
</TABLE>
