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
April 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
to
Commission file number 0-29195
SCOVEL MANAGEMENT INC
(Exact name of registrant as specified in its charter)
Delaware 51-0395696
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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128 April Rd., Port Moody, B.C. V3H3M5
(Address of principal executive offices (zip code))
604/469-8901
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the last 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
Indicate the number of shares outstanding ofeach of the issuer's classes
of common equity, as of the latest practicable date.
Class Outstanding at April 30, 2000
Common Stock, par value $0.0001 5,000,000
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PART I -- FINANCIAL INFORMATION
STEPHEN J. BUSH, C.A.
Chartered Accountant
Port Moody B.C.
Canada
ACCOUNTANT'S REVIEW REPORT
The Board of Directors
Scovel Management Inc.
Port Moody B.C.
I have reviewed the accompanying balance sheet of Scovel Management Inc.
(a Development Stage Company), as of April 30, 2000, and the related
statements of operations, stockholders' equity, and cash flows for the
100 day period ended April 30, 2000. The review was conducted in
accordance with Canadian Statements on Standards for accounting
standards and Review Services issued by the Canadian Institute of
Chartered Accountants. There are no significant differences from generally
accepted accounting principles in the United States and the rules and
regulations promulgated by the Securities and Exchange Commission.
All information included in these financial statements is the
representation of the management of Scovel Management Inc.
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, I do not express such an opinion.
Based on my review, I am 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 financial statements for the period ended January 21, 2000 were
audited by me and I expressed an unqualified opinion on it in my
report dated January 24, 2000. I have not performed any auditing
procedures since that date.
The accompanying financial statements have been prepared assuming
that the Company will continue as a development stage company. As
discussed in Note 1, the Company has been in the development stage
since its inception on January 4, 2000. The Company's ability to
commence operations is contingent upon its ability to identify a
prospective target business and raise the capital it will require
through the issuance of equity securities, debt securities, bank
borrowings or a combination therof. The financial statements do
not include any adjustments that might result from the outcome of
this uncertainty.
/s/ Stephen J. Bush, C.A.
Chartered Accountant
Port Moody, B.C.
May 9, 2000
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ITEM 1. FINANCIAL STATEMENTS
SCOVEL MANAGEMENT INC
(A DEVELOPMENT STAGE COMPANY)
Balance Sheet
April 30, 2000
(Unaudited)
(With audited figures at January 21,2000 for comparison)
ASSETS
January 21,2000 April 30,2000
Cash $ 500 $ -
TOTAL ASSETS $ 500 $ -
LIABILITIES AND STOCKHOLDER'S EQUITY
January 21,2000 April 30,2000
LIABILITIES
Due to related party $ 229 $ -
Total liabilities $ 229 $ -
STOCKHOLDER'S EQUITY
Common Stock, $.0001 par value, 100 million
shares authorized, 5,000,000 issued
and outstanding 500 500
Deficit accumulated during development stage (229) (500)
Total Stockholder's Equity 271 -
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ 500 $ -
See accompanying notes to financial statements.
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SCOVEL MANAGEMENT INC
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
April 30, 2000
(unaudited)
(With audited figures at January 21,2000 for comparison)
January 21,2000 April 30,2000
Income $ - $ -
Expenses
Organization expense 229 238
Bank charges - 33
Total expenses 229 271
NET LOSS $ (229) $ (271)
See accompanying notes to financial statements.
SCOVEL MANAGEMENT INC
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN
STOCKHOLDER'S EQUITY
Ended April 30, 2000
(unaudited)
(With audited figures at January21,2000 for comparison)
Deficit
Accumulated
Common During Devel-
Stock opment Stage Total
Common stock issuance $ 500 $ - $ 500
Net losses: For the period
ended January 21,2000 (229) (229)
For the period
ended April 30, 2000 - (271) (271)
BALANCE AT APR. 30, 2000 $ 500 $ (500) $ -
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SCOVEL MANAGEMENT INC
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
April 30, 2000
(unaudited)
(With audited figures at January 21,2000 for comparison)
CASH FLOWS FROM January 21,2000 April 30,2000
OPERATING ACTIVITIES:
Net Loss $ (229) (271)
Adjustment to reconcile
net loss to net cash
used by operating activities:
Due to a related party 229 (229)
Net cash used in operating
activities - (500)
CASH FLOWS FROM INVESTING
ACTIVITIES: - -
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from issuance of
common stock 500 -
Net cash provided by
financing activities 500 -
INCREASE(DECREASE) IN CASH
AND CASH EQUIVALENTS $ 500 (500)
CASH AND CASH EQUIVALENTS
BEGINNING OF PERIOD - 500
CASH AND CASH EQUIVALENTS
END OF PERIOD $ 500 $ -
See accompanying notes to financial statements.
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SCOVEL MANAGEMENT INC
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
April 30, 2000
(UNAUDITED)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. Organization and Business Operations
Scovel Management Inc (a development stage company) ("the Company")
was incorporated in Delaware on January 4, 2000 to serve as a
vehicle to effect a merger, exchange of capital stock, asset
acquisition or other business combination with a domestic or
foreign private business.
The Company's ability to commence operations is contingent upon
its ability to identify a prospective target business and raise
the capital it will require through the issuance of equity
securities, debt securities, bank borrowings or a combination
thereof.
B. Use of Estimates
The preparation of the 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.
C. Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers
all highly liquid investments purchased with an original maturity of
three months or less to be cash equivalents.
D. Income Taxes
The Company accounts for income taxes under the Financial Accounting
Standards Board of Financial Accounting Standards No. 109,
"Accounting for Income Taxes" ("Statement 109"). Under Statement 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 expense or benefits due to the Company
not having any material operations for the period ending April 30, 2000.
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NOTE 2 - STOCKHOLDER'S EQUITY
A. Common Stock
The Company is authorized to issue 100,000,000 shares of common stock
at $.0001 par value. The Company issued 5,000,000 shares of its
common stock to Gerald Ghini pursuant to Rule 506 for an
aggregate consideration of $500.
NOTE 3 RELATED PARTIES
Legal counsel to the Company is a Director of the Company.
The Company has entered into an agreement with Gerald Ghini
for services in exchange for shares of the Company's common stock.
There have been no services provided by Gerald Ghini through the
date of this report. When services are provided, the Company will
value the stock at the fair market value of the shares or at the
value of the services provided, whichever is more readily
determinable.
In addition, the Company has an agreement with the Company's
President to perform services without compensation. There have been
no services provided through the date of this report by the
President. When such services are provided, the Company will record
the services at their fair value as a capital contribution.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The Company has registered its common stock on a Form 10-SB
registration statement filed pursuant to the Securities Exchange
Act of 1934 (the "Exchange Act") and Rule 12(g) thereof. The
Company files with the Securities and Exchange Commission periodic
and episodic reports under Rule 13(a) of the Exchange Act,
including quarterly reports on Form 10-QSB and annual reports
Form 10-KSB. As a reporting company under the Exchange
Act, the Company may register additional securities on Form S-8
(provided that it is then in compliance with the reporting
requirements of the Exchange Act) and on Form S-3 (provided that
is has during the prior 12 month period timely filed all reports
required under the Exchange Act).
The Company was formed to engage in a merger with or acquisition
of an unidentified foreign or domestic private company which
desires to become a reporting company whose securities have been
registered under the Exchange Act. The Company may be deemed to
meet the definition of a "blank check" company contained in
Section (7)(b)(3) of the Securities Act of 1933, as amended.
Management believes that there are perceived benefits to being a
reporting company which may be attractive to foreign and domestic
private companies.
These benefits are commonly thought to include
(1) the ability to use securities to make acquisition of assets
or businesses;
(2) increased visibility in the financial community;
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(3) the facilitation of borrowing from financial institutions;
(4) improved trading efficiency;
(5) the potential for shareholder liquidity;
(6) greater ease in subsequently raising capital;
(7) compensation of key employees through options for stock
for which there may be a public market;
(8) enhanced corporate image; and,
(9) a presence in the United States capital market.
A private company which may be interested in a business combination
with the Company may include
(1) a company for which a primary purpose of becoming a reporting
company is the use of its securities for the acquisition of
assets or businesses;
(2) a company which is unable to find an underwriter of its
securities or is unable to find an underwriter of securities
on terms acceptable to it;
(3) a company which wishes to become a reporting company with less
dilution of its common stock than would occur normally upon an
underwriting;
(4) a company which believes that it will be able obtain
investment capital on more favorable terms after it has become
a reporting company;
(5) a foreign company which may wish an initial entry into the
United States securities market;
(6) a special situation company, such as a company seeking to
satisfy redemption requirements under a qualified Employee
Stock Option Plan; and,
(7) a company seeking one or more of the other benefits believed
to attach to a reporting company.
Management is actively engaged in seeking a qualified private
company as a candidate for a business combination. The Company is
authorized to enter into a definitive agreement with a wide variety
of private businesses without limitation as to their industry or
revenues. It is not possible at this time to predict with which
private company, if any, the Company will enter into a definitive
agreement or what will be the industry, operating history, revenues,
future prospects or other characteristics of that company.
As of the date hereof, the Company is in the process of completing
a business merger with New Millennium Media International (NMMI)
whereby NMMI would become the surviving issuer for reporting purposes
pursuant to Rule 12g3A. If such agreement is completed or other
material fact occurs, the surviving Company (NMMI) will file notice
of such fact with the Securities and Exchange Commission on Form 8-K.
Persons reading this Form 10-QSB are advised to view New Millennium's
Mar.10/2000 8K & Apr.10/2000 8Ka for full details.
The current shareholders of the Company have agreed not to sell or
otherwise transfer any of their common stock of the Company except in
connection with a business combination.
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The Company does not intend to trade its securities in the secondary
market until completion of a business combination. It is
anticipated that following such occurrence the Company will
take the steps required to cause its common stock to be admitted
to quotation on the NASD OTC Bulletin Board or, if it then meets
the financial and other requirements thereof, on the Nasdaq
SmallCap Market, National Market System or regional or national
exchange.
COMPUTER SYSTEMS REDESIGNED FOR YEAR 2000
Many existing computer programs use only two digits to identify
a year in such program's date field. These programs were
designed and developed without consideration of the impact
of the change in the century for which four digits will be
required to accurately report the date. If not corrected,
many computer applications could fail or create erroneous
results by or following the year 2000 ("Year 2000 Problem").
Many of the computer programs containing such date language
problems have not been corrected by the companies or governments
operating such programs. The Company does not have operations
and does not maintain computer systems. However, it is impossible
to predict what computer programs will be effected, the impact
any such computer disruption will have on other industries or
commerce or the severity or duration of a computer disruption.
Before the company enters into any business combination, it will
inquire as to the status of any target company's Year 2000
Problem, the steps such target company has taken to correct
any such problem and the probable impact on such target company
of any computer disruption. However, there can be no assurance
that the Company will not combine with a target company that
has an uncorrected Year 2000 Problem or that any such Year 2000
Problem corrections are sufficient. The extent of the Year 2000
Problem of a target company may be impossible to ascertain and
its impact on the Company is impossible to predict.
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no legal proceedings against the Company and the Company
is unaware of such proceedings contemplated against it.
ITEM 2. CHANGES IN SECURITIES
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
Not applicable.
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) SEE: New Millenium Media International Inc. Sec. File
number 29923
(b) March10/2000 8-K12G3 and April 10/2000 8-K12G3/A Plan
of Merger.
Exhibit 4
-- Certificate of Incorporation filed as an exhibit to the
Company's registration statement on Form 10-SB (File No.
0-29195) filed on January 27, 2000 and is incorporated
herein by reference.
-- By-Laws filed as an exhibit to the Company's registration
statement on Form 10-SB (File No. 0-29195) filed on January
27, 2000 which is incorporated herein by reference.
(b) Reports on Form 8-K
There were no reports on Form 8-K filed by the Company during the
quarter.
SIGNATURES
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 thereunto duly authorized.
SCOVEL MANAGEMENT INC
By: /s/ Gerald Ghini
Gerald Ghini, President
Dated: May 9 , 2000.
