U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarter ended: March 31, 2000
Commission file no. 000-29229
Pizza Group, Inc. #1
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(Name of Small Business Issuer in its Charter)
Florida 65-0950424
- ------------------------------------ ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification no.)
incorporation or organization)
4718 Lillian Avenue
Palm Beach Gardens, FL 33418
- --------------------------------- -------------------------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (561) 694-9425
Securities to be registered under Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered Each class to be registered
None None
- ----------------------------------- -----------------------------
Securities to be registered under Section 12(g) of the Act:
Common Stock, $.0001 par value per share
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(Title of class)
Copies of Communications Sent to:
Mintmire & Associates
265 Sunrise Avenue, Suite 204
Palm Beach, FL 33480
Tel: (561) 832-5696 - Fax: (561) 659-5371
<PAGE>
Indicate by 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
---- ----
As of March 31, 2000, there are 5,650,000 shares of voting stock of
the registrant issued and outstanding.
<PAGE>
PART I
Item 1. Financial Statements
INDEX TO THE FINANCIAL STATEMENTS
Independent Auditor's Report...............................................F-2
Balance Sheet..............................................................F-3
Statement of Operations and Accumulated Deficit............................F-4
Statement of Cash Flows....................................................F-5
Notes to Financial Statements..............................................F-6
INDEPENDENT ACCOUNTANTS' REVIEW REPORT
<PAGE>
The Board of Directors and Stockholders
Pizza Group, Inc. #1
Palm Beach, Florida
We have reviewed the accompanying balance sheet of Pizza Group, Inc. #1 (a
Florida corporation and a development stage company) as of March 31, 2000, and
the related statements of Operation and Deficit accumulated during the
development stage, and Cash Flows for the six months then ended, in accordance
with Statements on Standards for Accounting and Review Services issued by the
American Institute of Certified Public Accountants. All information included in
these financial statements is the representation of the management of Pizza
Group, Inc. #1.
A review consists principally of inquiries of company personnel and analytical
procedures applied to financial data. It is substantially less in scope than an
audit in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion regarding the financial statements taken
as a whole. Accordingly, we do not express such an opinion.
Based upon our review, we are not aware of any material modifications that
should be made to the accompanying financial statements in order for them to be
in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As shown in the financial statements,
the Company has incurred net losses since its inception. The Company's financial
position and operating results raise substantial doubt about its ability to
continue as a going concern. Management's plan regarding those matters also are
described in Note D. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
/s/ Dorra Shaw & Dugan
Certified Public Accountants
May 12, 2000
F-2
<PAGE>
<TABLE>
<CAPTION>
Pizza Group, Inc. #1
( A Development Stage Company)
BALANCE SHEET
March 31, 2000
- ----------------------------------------------------------------------- ------------------
<S> <C>
ASSETS
Current Assets:
Cash $ 5,850
- ----------------------------------------------------------------------- ------------------
TOTAL CURRENT ASSETS 5,850
- ----------------------------------------------------------------------- ------------------
$ 5,850
- ----------------------------------------------------------------------- ------------------
LIABILITIES
Current Liabilities:
Accrued expenses $ 2,000
- ----------------------------------------------------------------------- ------------------
TOTAL CURRENT LIABILITIES 2,000
- ----------------------------------------------------------------------- ------------------
$ 2,000
- ----------------------------------------------------------------------- ------------------
STOCKHOLDERS' EQUITY
Common stock - $.0001 par value - 50,000,000 share authorized
5,650,000 shares issued and outstanding 565
Preferred stock - No par value - 10,000,000 shares authorized
No shares issued or outstanding -
Additional paid-in-capital 10,365
Deficit accumulated during development stage (7,080)
- ----------------------------------------------------------------------- ------------------
TOTAL STOCKHOLDERS' EQUITY 3,850
- ----------------------------------------------------------------------- ------------------
$ 5,850
- ----------------------------------------------------------------------- ------------------
</TABLE>
See Accompanying Notes to Financial Statements
F-3
<PAGE>
<TABLE>
<CAPTION>
Pizza Group, Inc. #1
( A Development Stage Company)
STATEMENT OF OPERATIONS AND DEFICIT
ACCUMULATED DURING THE DEVELOPMENT STAGE
For the six months ended March 31, 2000
- -------------------------------------------------------- ------------------
<S> <C>
Revenues $ -
- -------------------------------------------------------- ------------------
Operating expenses:
Professional fees 6,000
Taxes and licenses 150
- -------------------------------------------------------- ------------------
Total operating expenses 6,150
- -------------------------------------------------------- ------------------
Loss before income taxes (6,150)
Income taxes -
- -------------------------------------------------------- ------------------
Net loss (6,150)
Deficit accumulated during
the development stage - October 1, 1999 (930)
- -------------------------------------------------------- ------------------
Deficet accumulated during
the development stage - March 31, 2000 $ (7,080)
- -------------------------------------------------------- ------------------
Net loss per share $ (0.001)
- -------------------------------------------------------- ------------------
Weighted average shares of
common stock 4,037,038
- -------------------------------------------------------- ------------------
</TABLE>
See Accompanying Notes to Financial Statements
F-4
<PAGE>
<TABLE>
<CAPTION>
PIZZA GROUP, INC. #1
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS'
EQUITY
- ---------------------------------------------------------------------------------------------------------------
Additional
Number of Preferred Common Paid - In Deficit
Shares Stock Stock Capital Accumulated Total
- -------------------------------------------------------- --------- -------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
Beginning balance:
April 1, 1991 - Services 4,650,000 $ - $ 465 $ 465 $ - $ 930
(Date of Inception)
November 14, 1999 - Stock split
5000 to 1
Issuance of Common Stock:
December 29, 1999 1,000,000 - 100 9,900 - 10,000
Deficit accumulated during
the development stage - - - - (7,080) (6,930)
- -------------------------------------------------------- ---------- ------- --------- ---------- ----------
Balance - March 31, 2000 5,650,000 $ - $ 565 $10,365 $ (7,080) $ 3,850
- -------------------------------------------------------- ---------- ------- --------- ---------- ----------
</TABLE>
See Accompanying Notes to Financial Statements
F-5
<PAGE>
<TABLE>
<CAPTION>
Pizza Group, Inc. #1
(A Development Stage Company)
Statement of Cash Flows
For the six months ended March 31, 2000
- ------------------------------------------------------------------- -----------------
<S> <C>
Operating Activities:
Net loss $ (6,150)
Adjustments to reconcile net loss to net cash
used by operating activities:
Increase (decrease) in:
Accrued expenses 2,,000
- --------- ---- ---------------------------------------------------- -----------------
Net cash used by operating activities (4,150)
- ------------------------------------------------------------------- -----------------
Financing activities:
Issuance of Common Stock 10,000
- ------------------------------------------------------------------- -----------------
Net cash provided by financing activities 10,000
- ------------------------------------------------------------------- -----------------
Net increase in cash 5,850
- ------------------------------------------------------------------- -----------------
Cash - December 31, 1999 $ 5,850
- ------------------------------------------------------------------- -----------------
</TABLE>
See Accompanying Notes to Financial Statements
F-6
<PAGE>
PIZZA GROUP, INC. #1
NOTES TO FINANCIAL STATEMENTS
Note A - Summary of Significant Accounting Policies:
Organization
Pizza Group, Inc. #1 (a development stage company) is a Florida Corporation
organized to engage in the marketing and distribution of pizzas. The Company
failed in its attempt to implement its initial business plan and during November
1991 abandoned its efforts. The Company had no operations for the period prior
to November 1991. The Company was inactive and there were no transactions from
November 1991 to the date of reinstatement by the State of Florida on October 1,
1999 that affect the balances reflected in the financial statements as of
October 1, 1999.
The Company has a new business plan, which was adopted on or about December 1,
1999, which is to engage in seeking potential operating businesses and business
opportunities with the intent to acquire or merge with such businesses. The
assets of the Company will be used for its expenses of operation to implement
this plan.
Accounting Method
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a September 30 year-end.
Start - Up Costs
Start - up and organization costs are being expensed as incurred.
Loss Per Share
The computation of loss per share of common stock is based on the weighted
average number of shares outstanding at the date of the financial statements.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.
Interim Financial Statements
The March 31, 2000 Interim Financial Statements include all adjustments which in
the opinion of management are necessary in order to make the financial
statements not misleading.
Note B - Stockholders' Equity:
On April 1, 1991, the Company issued 930 shares of common stock, in lieu of
cash, for the fair market value of services rendered by its initial
stockholders. On November 14, 1999 the company effected a forward stock split at
the rate of 5,000 to 1, increasing issued and outstanding stock to 4,650,000. On
December 29, 1999 the company sold a total of 1,000,000 additional shares of
common stock for the sum of $10,000.
F-7
<PAGE>
Note B - Stockholders' Equity (con't):
The $6,000 in professional fees includes the costs and expenses of legal and
accounting service associated with the preparation and filing of the
registration statement.
At March 31, 2000, the Company had authorized 50,000,000 shares of $.0001 par
value common stock and had 5,650,000 shares of common stock issued and
outstanding. In addition, the Company authorized 10,000,000 shares of preferred
stock with the specific terms; conditions, limitations and preferences to be
determined by the Board of Directors. None of the preferred stock was issued and
outstanding as of March 31, 2000.
Note C - Income Taxes:
The Company has a net operating loss carry forward of $6,150 that may be offset
against future taxable income. If not used, the carry forward will expire in
2019.
The amount recorded as deferred tax assets, cumulative as of March 31, 2000 is
$1,000, which represents the amounts of tax benefits of loss carry-forwards. The
Company has established a valuation allowance for this deferred tax asset of
$1,000, as the Company has no history of profitable operations.
Note D - Going Concern:
The Company's financial statements are prepared using generally accepted
accounting principles applied to a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. The Company has incurred losses from its inception through March 31,
2000. It has not established revenues sufficient to cover operating costs and to
allow it to continue as a going concern. Management plans currently provide for
experts to secure a successful acquisition or merger partner so that it will be
able to continue as a going concern. In the event such efforts are unsuccessful,
contingent plans have been arranged to provide that the current Director of the
Company is to fund required future filings under the 34 Act, and existing
shareholders have expressed an interest in additional funding if necessary to
continue the Company as a going concern.
F-8
<PAGE>
tem 2. Management's Discussion and Analysis or Plan of Operation
The Company is considered a development stage company with limited
assets or capital, and with no operations or income since approximately 1996.
The costs and expenses associated with the preparation and filing of this
registration statement and other operations of the Company have been paid for by
a shareholder, specifically Noreen Wilson (see Item 4, Security Ownership of
Certain Beneficial Owners and Management - Noreen Wilson is the controlling
shareholder). Ms. Wilson has agreed to pay future costs associated with filing
future reports under Exchange Act of 1934 if the Company is unable to do so. It
is anticipated that the Company will require only nominal capital to maintain
the corporate viability of the Company and any additional needed funds will most
likely be provided by the Company's existing shareholders or its sole officer
and director in the immediate future. Current shareholders have not agreed upon
the terms and conditions of future financing and such undertaking will be
subject to future negotiations, except for the express commitment of Ms. Wilson
to fund required 34 Act filings. Repayment of any such funding will also be
subject to such negotiations. However, unless the Company is able to facilitate
an acquisition of or merger with an operating business or is able to obtain
significant outside financing, there is substantial doubt about its ability to
continue as a going concern.
In the opinion of management, inflation has not and will not have a
material effect on the operations of the Company until such time as the Company
successfully completes an acquisition or merger. At that time, management will
evaluate the possible effects of inflation on the Company as it relates to its
business and operations following a successful acquisition or merger.
Management plans currently provide for experts to secure a successful
acquisition or merger partner so that it will be able to continue as a going
concern. In the event such efforts are unsuccessful, contingent plans have been
arranged to provide that the current Director of the Company is to fund required
future filings under the 34 Act, and existing shareholders have expressed an
interest in additional funding if necessary to continue the Company as a going
concern.
Plan of Operation
During the next twelve months, the Company will actively seek out and
investigate possible business opportunities with the intent to acquire or merge
with one or more business ventures. In its search for business opportunities,
management will follow the procedures outlined in Item 1 above. Because the
Company has limited funds, it may be necessary for the sole officer and director
to either advance funds to the Company or to accrue expenses until such time as
a successful business consolidation can be made. Management intends to hold
expenses to a minimum and to obtain services on a contingency basis when
possible. Further, the Company's directors will defer any compensation until
such time as an acquisition or merger can be accomplished and will strive to
have the business opportunity provide their remuneration. However, if the
Company engages outside advisors or consultants in its search for business
opportunities, it may be necessary for the Company to attempt to raise
additional funds. As of the date hereof, the Company has not made any
arrangements or definitive agreements to use outside advisors or consultants or
to raise any capital. In the event the Company does need to raise capital most
likely the only method available to the Company would be the private sale of its
securities. Because of the nature of the Company as a development stage company,
it is unlikely that it could make a public sale of securities or be able to
borrow any significant sum from either a commercial or private lender. There can
be no assurance that the Company will able to obtain additional funding when and
if needed, or that such funding, if available, can be obtained on terms
<PAGE>
acceptable to the Company.
The Company does not intend to use any employees, with the possible
exception of part- time clerical assistance on an as-needed basis. Outside
advisors or consultants will be used only if they can be obtained for minimal
cost or on a deferred payment basis. Management is convinced that it will be
able to operate in this manner and to continue its search for business
opportunities during the next twelve months.
Results of Operations -For the Six Months Ending March 31, 2000
Financial Condition, Capital Resources and Liquidity
For the six months ending March 31, 2000 the Company did not generate revenues
and incurred total operating expenses of $6,150. The $6,150 is attributable to
professional fees including expenses related to legal and accounting services
associated with the preparation and filing of securities documents by the
Company.
Net Losses
From the date of reinstatement, October 1, 1999 to March 31, 2000, the Company
reported an accumulated net loss from operations of ($7,080) which is
attributable to development stage expenses.
Year 2000 Compliance
The Company did not experience any material negative impact to its
operations as a result of the Year 2000 calendar change. The Company did not
experience any material impact to its financial condition as a result of
becoming Year 2000 compliant. The Company does not anticipate any material
disruption in its operations in the future as a result of the Year 2000 calendar
change.
Forward-Looking Statements
This Form 10-QSB includes "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. All statements, other
than statements of historical facts, included or incorporated by reference in
this Form 10-QSB which address activities, events or developments which the
Company expects or anticipates will or may occur in the future, including such
things as future capital expenditures (including the amount and nature thereof),
business strategy, expansion and growth of the Company's business and
operations, and other such matters are forward-looking statements. These
statements are based on certain assumptions and analyses made by the Company in
light of its experience and its perception of historical trends, current
conditions and expected future developments as well as other factors it believes
are appropriate in the circumstances. However, whether actual results or
developments will conform with the Company's expectations and predictions is
subject to a number of risks and uncertainties, general economic market and
business conditions; the business opportunities (or lack thereof) that may be
presented to and pursued by the Company; changes in laws or regulation; and
other factors, most of which are beyond the control of the Company.
Consequently, all of the forward-looking statements made in this Form 10-QSB are
qualified by these cautionary statements and there can
<PAGE>
be no assurance that the actual results or developments anticipated by the
Company will be realized or, even if substantially realized, that they will have
the expected consequence to or effects on the Company or its business or
operations. The Company assumes no obligations to update any such
forward-looking statements.
PART II
Item 1. Legal Proceedings.
The Company knows of no legal proceedings to which it is a party or
to which any of its property is the subject which are pending, threatened or
contemplated or any unsatisfied judgments against the Company.
Item 2. Changes in Securities and Use of Proceeds
None
Item 3. Defaults in Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted during the quarter ending March 31, 2000,
covered by this report to a vote of the Company's shareholders, through the
solicitation of proxies or otherwise.
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) The exhibits required to be filed herewith by Item 601 of Regulation
S-B, as described in the following index of exhibits, are
incorporated herein by reference, as follows:
Exhibit No. Exhibit Name
- -------------- -----------------------------
3(i).1 Articles of Incorporation filed April 1, 1991
3(i).2 Articles of Amendment filed November 16, 1999
3(ii).1 By-laws
27 Financial Data Schedule
- --------------
(1) Incorporated herein by reference to the Company's Registration Statement on
Form 10- SB.
* Filed herewith
(b) No Reports on Form 8-K were filed during the quarter ended March 31,
2000.
Signatures
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
there unto duly authorized.
Pizza Group, Inc. #1
(Registrant)
Date: May 15, 2000 BY: /s/ Noreen Wilson
-------------------------------
Noreen Wilson President
In accordance with the Exchange Act, this report has been signed
below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.
Date Signature Title
- ------------- ----------------------------- -----------------------
May 15, 2000 BY: /s/ Noreen Wilson
----------------------------
Noreen Wilson President, Secretary,
Treasurer, Director
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0001103721
<NAME> Pizza Group, Inc. #1
<MULTIPLIER> 1
<CURRENCY> U.S. Currency
<S> <C>
<PERIOD-TYPE> 6-mos
<FISCAL-YEAR-END> Sep-30-1999
<PERIOD-START> Oct-01-1999
<PERIOD-END> Mar-31-2000
<EXCHANGE-RATE> 1
<CASH> 5,850
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 5,850
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 5,850
<CURRENT-LIABILITIES> 2,000
<BONDS> 0
0
0
<COMMON> 565
<OTHER-SE> 3,850
<TOTAL-LIABILITY-AND-EQUITY> 5,850
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 6,150
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (6,150)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (6,150)
<EPS-BASIC> (0.001)
<EPS-DILUTED> 0
</TABLE>
