U.S. 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 March 31, 2000
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[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
---
For the transition period from _____________ to _____________
Commission File Number: 0-29247
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Global Teledata Corporation
----------------------------------------------------
(Exact name of Small Business Issuer as specified in its Charter)
NEVADA 65-0693103
----------------------------- -----------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
18870 Still Lake Drive, Jupiter, Florida 33458
---------------------------------------------------------
(Address of principal executive offices
(561) 741-0410
----------------------
(Issuer's telephone number)
N/A
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(Former Name, former address and former fiscal year, if changed
since last Report.)
Check mark whether the Issuer (1) has filed all reports required to be
filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 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
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 9,975,354 Common Stock as
of June 30, 2000.
<PAGE>
<TABLE>
<CAPTION>
GLOBAL TELEDATA CORPORATION
INDEX
<S> <C>
PART I. FINANCIAL INFORMATION
---------------------
Item 1. Financial Statements (unaudited)
Consolidated Balance Sheets as of March 31, 2000 and December 31, 1999
Consolidated Statements of Operations for the Three Months
Ended March 31, 2000 and March 31,1999, and for the Period
from Inception (May 15, 1995) to March 31, 2000.
Consolidated Statements of Stockholders' Equity (Deficit) for the Period
from Inception (May 15, 1995) to March 31, 2000.
Consolidated Statements of Cash Flows for the Three Months
Ended March 31, 2000 and 1999 and for the Period from
Inception (May 15, 1995) to March 31, 2000.
Notes to Consolidated Financial Statements
Item 2. Management's Discussion and Analysis and Plan of Operations
PART II. OTHER INFORMATION
-----------------
Item 6. Exhibits and Reports on Form 8-K
</TABLE>
2
<PAGE>
PART I. FINANCIAL INFORMATION
---------------------
Item 1. Financial Statements (unaudited)
Basis of Presentation
---------------------
The accompanying unaudited consolidated financial statements of
Celebrity Entertainment Group, Inc. (the "Company") have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Regulation S-B.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments considered necessary for a fair
presentation (consisting of normal recurring accruals) have been included. 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. Operating results for the
three month period ended March 31, 2000 are not necessarily indicative of the
results that may be expected for the year ending December 31, 2000. For further
information, refer to the consolidated financial statements and footnotes for
the year ended December 31, 1999 found in the Company's Form 10-KSB.
3
<PAGE>
GLOBAL TELEDATA CORPORATION
(A Development Stage Company)
Balance Sheets
<TABLE>
<CAPTION>
ASSETS
March 31, December 31,
2000 1999
-------- --------
<S> <C> <C>
CURRENT ASSETS
Cash $ -- $ --
-------- --------
Total Current Assets -- --
-------- --------
TOTAL ASSETS $ -- $ --
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
--------
CURRENT LIABILITIES
Accounts payable $ 1,500 $ 2,806
-------- --------
Total Liabilities 1,500 2,806
-------- --------
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock; authorized 25,000,000 common shares
at $0.001 par value; 9,975,354 and 3,475,354 shares
issued and outstanding, respectively 9,975 9,975
Additional paid-in capital 17,229 12,681
Deficit accumulated during development stage (28,704) (25,462)
-------- --------
Total Stockholders' Equity (Deficit) (1,500) (2,806)
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ -- $ --
======== ========
</TABLE>
See Accountants' Review Report and the
accompanying notes to the reviewed
financial statements.
4
<PAGE>
GLOBAL TELEDATA CORPORATION
(A Development Stage Company)
Statements of Operations
From
Inception on
For the May 15,
Three Months Ended 1995 Through
March 31, March 31,
2000 1999 2000
----------- ----------- -----------
REVENUES $ -- $ -- $ --
EXPENSES (3,242) (3,187) (28,704)
----------- ----------- -----------
NET LOSS $ (3,242) $ (3,187) $ (28,704)
=========== =========== ===========
BASIC LOSS PER SHARE $ (0.00) $ (0.00)
=========== ===========
WEIGHTED AVERAGE SHARES
OUTSTANDING 9,975,354 9,975,354
=========== ===========
See Accountants' Review Report and the
accompanying notes to the reviewed
financial statements.
5
<PAGE>
GLOBAL TELEDATA CORPORATION
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
<TABLE>
<CAPTION>
Deficit
Accumulated
Common Stock Additional During the
---------------------------- Paid-in Development
Shares Amount Capital Stage
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Balance at inception -- $ -- $ -- $ --
Issuance of common stock
at inception at $0.001 per share 1,975,354 1,975 -- --
Net loss from inception to
December 31, 1995 -- -- -- (2,033)
---------- ---------- ---------- ----------
Balance, December 31, 1995 1,975,354 1,975 -- (2,033)
Common stock issued for
acquisition of Marine Way, Inc.
stock at $0.001 per share 8,000,000 8,000 -- --
Expenses paid by shareholder
on behalf of the Company -- -- 780 --
Net loss for the year ended
December 31, 1996 -- -- -- (8,880)
---------- ---------- ---------- ----------
Balance, December 31, 1996 9,975,354 9,975 780 (10,913)
Expenses paid by shareholder
on behalf of the Company -- -- 1,000 --
Net loss for the year ended
December 31, 1997 -- -- -- (1,100)
---------- ---------- ---------- ----------
Balance, December 31, 1997 9,975,354 9,975 1,780 (12,013)
Cancellation of common stock (6,500,000) (6,500) 6,500 --
Expenses paid by shareholder
on behalf of the Company -- -- 959 --
Net loss for the year ended
December 31, 1998 -- -- -- (701)
---------- ---------- ---------- ----------
Balance, December 31, 1998 3,475,354 $ 3,475 $ 9,239 $ (12,714)
---------- ---------- ---------- ----------
</TABLE>
See Accountants' Review Report and the
accompanying notes to the reviewed
financial statements.
6
<PAGE>
GLOBAL TELEDATA CORPORATION
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit) (Continued)
<TABLE>
<CAPTION>
Deficit
Accumulated
Common Stock Additional During the
----------------------------- Paid-in Development
Shares Amount Capital Stage
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Balance, December 31, 1998 3,475,354 $ 3,475 $ 9,239 $ (12,714)
Expenses paid by shareholder on
behalf of the Company -- -- 3,442 --
Common stock issued for
services valued at $0.001
per share 6,500,000 6,500 -- --
Net loss for the year ended
December 31, 1999 -- -- -- (12,748)
--------- --------- --------- ---------
Balance, December 31, 1999 9,975,354 9,975 12,681 (25,462)
Expenses paid by shareholder
on behalf of the Company -- -- 4,548 --
Net loss for the three months
ended March 31, 2000 -- -- -- (3,242)
--------- --------- --------- ---------
Balance, March 31, 2000 9,975,354 $ 9,975 $ 17,229 $ (28,704)
========= ========= ========= =========
</TABLE>
See Accountants' Review Report and the
accompanying notes to the reviewed
financial statements.
7
<PAGE>
GLOBAL TELEDATA CORPORATION
(A Development Stage Company)
Statements of Cash Flows
<TABLE>
<CAPTION>
From
For the Inception on
Three Months Ended May 15,
March 31, 1995 Through
----------------------------- March 31,
2000 1999 2000
-------- -------- --------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (3,242) $ (3,187) $(28,704)
Adjustments to reconcile net loss to
cash used by operations:
Common stock issued for stock -- -- 14,500
Amortization -- -- 500
Increase in other assets -- -- (500)
Increase (decrease) in accounts payable (1,306) 3,187 1,500
-------- -------- --------
Net Cash Used by Operating Activities (4,548) -- (12,704)
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
CASH FLOWS FROM FINANCING ACTIVITIES
Expenses paid by shareholder 4,548 -- 10,729
Issuance of common stock -- -- 1,975
-------- -------- --------
Net Cash Provided by Financing Activities 4,548 -- 12,704
-------- -------- --------
NET INCREASE (DECREASE) IN CASH -- -- --
CASH AT BEGINNING OF YEAR -- -- --
-------- -------- --------
CASH AT END OF YEAR $ -- $ -- $ --
======== ======== ========
CASH PAID DURING THE YEAR FOR:
Interest $ -- $ -- $ --
Income taxes $ -- $ -- $ --
NON-CASH FINANCING ACTIVITIES
Common stock issued for stock $ -- $ -- $ --
</TABLE>
See Accountants' Review Report and the
accompanying notes to the reviewed
financial statements.
8
<PAGE>
GLOBAL TELEDATA CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2000 and December 31, 1999
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Organization
The financial statements presented are those of Global Teledata
Corporation, (a development stage company) (the Company). The
Company was incorporated in the State of Nevada on May 15, 1995 as
Television Networking, Inc., for the purpose of entering the video
production business. The Company ceased operations in 1996 and has
since been inactive. On November 9, 1998, the Company's name was
changed to Global Teledata Corporation.
b. Accounting Method
The Company's financial statements are prepared using the accrual
method of accounting. The Company has selected a December 31 year
end.
<TABLE>
<CAPTION>
c. Basic Loss Per Share
For the Three Months Ended
March 31, 2000
----------------------------------------------------------
Loss Shares Per Share
(Numerator) (Denominator) Amount
<S> <C> <C> <C>
Net loss $ (3,242) 9,975,354 $ (0.00)
For the Three Months Ended
March 31, 1999
----------------------------------------------------------
Loss Shares Per Share
(Numerator) (Denominator) Amount
Net loss $ (3,187) 9,975,354 $ (0.00)
</TABLE>
The computation of basic loss per share of common stock is based
on the weighted average number of shares outstanding.
d. Provision for Taxes
The Company accounts for income taxes using Statement of Financial
Accounting Standards No. 109, "Accounting for Income taxes." Under
Statement 109, the liability method is used in accounting for
income taxes.
As of December 31, 1999, the Company had net operating loss
carryforwards of approximately $28,700 that may be offset against
future taxable income through 2020. The tax benefit of the net
operating loss carryforwards is offset by a valuation allowance of
the same amount due to the uncertainty that the carryforwards will
be used before they expire.
9
<PAGE>
GLOBAL TELEDATA CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2000 and December 31, 1999
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
e. Cash Equivalents
The Company considers all highly liquid investments with a
maturity of three months or less when purchased to be cash
equivalents.
f. Estimates
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.
g. Revenue Recognition
The Company currently has no source of revenues. Revenue
recognition policies will be determined when principal operations
begin.
NOTE 2 - GOING CONCERN
The Company's financial statements are prepared using generally
accepted accounting principles applicable to a going concern which
contemplates the realization of assets and liquidation of
liabilities in the normal course of business. However, the Company
does not have significant cash or other material assets, nor does
it have an established source of revenues sufficient to cover its
operating costs and to allow it to continue as a going concern. It
is the intent of the Company to seek a merger with an existing,
operating company. Until that time, the stockholders have
committed to cover operating costs of the Company.
NOTE 3 - STOCK EXCHANGES
On January 2, 1996, the Company entered into a stock exchange
agreement whereby it acquired 100 shares of the voting stock of
the Marine Way, Inc. in exchange for 8,000,000 shares of its
common stock. The investment has been determined to have no value
and has been written off.
On September 30, 1996, the Company entered into an acquisition
agreement whereby it acquired 100% of the issued and outstanding
shares of Armor Insurance co., Inc. in exchange for 8,000,000
shares of its common stock. The agreement was subsequently
rescinded and the shares issued were canceled. The rescission has
been recorded retroactively in the financial statements as not
having occurred.
10
<PAGE>
GLOBAL TELEDATA CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2000 and December 31, 1999
NOTE 3 - STOCK EXCHANGES (Continued)
In 1998, the Company canceled 6,500,000 shares of common stock as
part of a merger agreement with International Computer Resources,
Inc. The shares were part of a 1996 issuance to Marine Way, Inc.
The merger with International Computer Resources, Inc. was not
completed and the shares were reissued to Marine Way, Inc. on
November 16, 1999, restoring all stockholders back to pre-merger
status.
11
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition
and Plan of Operations
General
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Global Teledata Corporation was incorporated on May 15, 1995 as a
Nevada Corporation under the name Television Networking, Inc. Global was
incorporated for the purpose of entering the video production business. It
ceased operations in 1996 and, since that time, has been inactive. In November
1998, in connection with a merger with another entity that was later rescinded
by both parties, Global amended its articles of incorporation to change its name
to Global Teledata Corporation.
We are authorized to issue 15,000,000 shares of common stock, $0.001
par value, of which 9,975,354 shares were issued and outstanding as of June 30,
2000. We are authorized to issue 10,000,000 shares of preferred stock, $0.001
par value, none of which are issued and outstanding. Each holder of the common
stock shall be entitled to one vote for each share held. The preferred stock may
be divided into series or classes by us upon the approval of a majority vote of
our directors.
Other than issuing shares to shareholders, we have not commenced any
operational activities. As such, we can be defined as a "shell" company, whose
sole purpose at this
12
<PAGE>
time is to locate and consummate a merger or acquisition with a private entity.
Our directors have elected to commence implementation of our principal business
purpose. Our offices are located at 18870 Still Lake Drive, Jupiter, Florida
33458.
The proposed business activities described in this report classify us
as a blank check company. Many states have enacted statutes, rules and
regulations limiting the sale of securities of blank check companies in their
respective jurisdictions. Marine Way, Inc., holds 6,500,000 of our shares. We do
not intend to undertake any other offering of our securities, either debt or
equity, until such time as we have successfully implemented our business plan.
Marine Way has expressed its intention not to sell its shares of common stock
until such time as we have successfully consummated a merger or acquisition and
are no longer classified as a blank check company. In addition, Marine Way has
also expressed its intention not to sell its shares unless the shares are
subsequently registered or if an exemption from registration is available.
Three Months Ended March 31, 2000 Compared to Three Months Ended
March 31, 1999.
Results of Operations
---------------------
Revenues
--------
The Company currently has no established source of revenues. The
revenues for both the three months ended March 31, 2000 and for the three months
ended March 31, 1999 were $0.00.
General and Administrative Expenses
-----------------------------------
General and administrative expenses for the three months ended March
31, 2000 were $3,242 as compared to $3,187 for the three months ended March 31,
1999, representing an increase of $55. The increase in general and
administrative expenses was due to an increase in business development costs
including professional fees and consulting fees.
Net Loss
--------
As a result of the above, net loss for the three months ended March 31,
2000 was $3,242 as compared to the net loss of $3,187 for the three months ended
March 31, 1999, representing an increase of $55.
Liquidity and Capital Resources
13
<PAGE>
To fund working capital requirements through March 31, 2000, the
Company utilized cash reserves based upon equity funding from a shareholder in
the amount of $4,548.
Cautionary Statement Regarding Forward-Looking Statements:
---------------------------------------------------------
Certain statements contained in this Section and elsewhere in this
report regarding matters that are not historical facts are forward-looking
statements. Because such forward- looking statements include risks and
uncertainties, actual results may differ materially from those expressed or
implied by such forward-looking statements. All statements which address
operating performance, events or developments that management expects or
anticipates to incur in the future, including statements relating to sales and
earnings growth or statements expressing general optimism about future operating
results, are forward- looking statements. The forward-looking statements are
based on management's current views and assumptions regarding future events and
operating performance. Many factors could cause actual results to differ
materially from estimates contained in management's forward-looking statements.
The differences may be caused by a variety of factors, including, but not
limited to, adverse economic conditions, competitive pressures, inadequate
capital, unexpected costs, lower revenues, net income and forecasts, the
possibility of fluctuation and volatility of the Company's operating results and
financial condition, inability to carry out marketing and sales plans and loss
of key executives, among other things.
PART II. OTHER INFORMATION
-----------------
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits required by Item 601 of Regulation S-B
The following exhibits are filed as part of this report:
Exhibits:
(27.1) Financial Data Schedule
(b) Reports on Form 8-K
None.
14
<PAGE>
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned as duly authorized officers of the Registrant.
Global Teledata Corporation,
a Nevada corporation
By: /s/ Alan Pavsner
--- ----------------
Alan Pavsner, President and Director
(Principal Executive, Financial and
Accounting Officer)
By: /s/ Mary Francis Pavsner
--- ------------------------
Mary Francis Pavsner, Secretary
DATED: June 30, 2000
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