7
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 June 30,
2000.
[ ] Transition report under Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the transition period
from ------------ to --------------
Commission file number: 000-29471
DEERWOOD, INC.
--------------------------------------
(Exact name of small business issuer as specified in its charter)
Nevada 86-0972810
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5505 N. Indian Trail, Tucson, Arizona 85750
------------------------------------------
(Address of principal executive office) (Zip Code)
(520) 577-1516
----------------------
(Issuer's telephone number)
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 XX No
----- -----
The number of outstanding shares of the issuer's common
stock, $0.001 par value, as of June 30, 2000 was 1,000,000.
PAGE 1
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS..................................3
Condensed Balance Sheets as of September 30, 1999
and June 30, 2000....................................5
Condensed Statements of Operations
for the Three and Nine Month Periods Ended
June 30, 2000 and 1999...............................6
Condensed Statements of Cash Flows
for the Nine Month Period Ended
June 30, 2000 and 1999...............................7
Notes to Unaudited Condensed Financial Statements.........9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS.................10
PART II - OTHER INFORMATION
ITEM 1 LEGAL PROCEEDINGS......................................12
ITEM 2 CHANGES IN SECURITIES..................................12
ITEM 5 OTHER INFORMATION......................................12
INDEX TO EXHIBITS.............................................13
[THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]
PAGE 2
PART I
ITEM 1. FINANCIAL STATEMENTS
As used herein, the term "Company" refers to Deerwood, Inc.,
a Nevada corporation, and its subsidiaries and predecessors
unless otherwise indicated. Unaudited, condensed interim
financial statements including a balance sheet for the Company as
of the quarter ended June 30, 2000 and statements of operations
and statements of cash flows for the interim period up to the
date of such balance sheet and the comparable period of the
preceding year.
[THIS SPACE HAS BEEN LEFT BLANK INTENTIONALLY]
PAGE 3
INDEPENDENT ACCOUNTANTS' REPORT
Deerwood, Inc.
(A Development Stage Company)
We have reviewed the accompanying balance sheets of
Deerwood, Inc. (a development stage company) as of June 30, 2000
and December 31, 1999, and the related statements of operations
for the three and six month periods ended June 30, 2000 and 1999,
and cash flows for the six month periods ended June 30, 2000 and
1999. These financial statements are the responsibility of the
Company's management.
We conducted our review in accordance with standards
established by the American Institute of Certified Public
Accountants. A review of interim financial information consists
principally of applying analytical procedures to financial data
and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an
audit conducted in accordance with generally accepted auditing
standards, the objective of which is the expression of an opinion
regarding the financial statement taken as a whole. Accordingly,
we do not express such an opinion.
Based on our review, we are not aware of any material
modifications that should be made to the accompanying financial
statements for them to be in conformity with generally accepted
accounting principles.
Respectfully submitted
/s/ Robison, Hill & Co.
-----------------------
Certified Public Accountants
Salt Lake City, Utah
September 2, 2000
PAGE 4
DEERWOOD, INC.
(A Development Stage Company)
BALANCE SHEETS
June 30, September 30,
2000 1999
------------ ------------
ASSETS: $ - $ -
======== ========
LIABILITIES & STOCKHOLDERS'
EQUITY
Current Liabilities:
Accounts Payable $ - $ -
======== ========
Stockholders' Equity:
Common Stock, Par value $.001
Authorized 100,000,000 shares,
Issued 1,000,000 Shares at
June 30, 2000 and
December 31, 1999 1,000 1,000
Paid-In Capital 1,230 350
Retained Deficit (1,200) (1,200)
Deficit Accumulated During the
Development Stage (1,030) (150)
-------- --------
Total Stockholders' Equity - -
-------- --------
Total Liabilities and
Stockholders' Equity $ - $ -
======== ========
See accompanying notes and accountants' report.
PAGE 5
DEERWOOD, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
Cumulative
since
For the Three For the Six October 20,
Months Months 1999 Inception of
Ended Ended Development
June 30, June 30, Stage
------------- ----------- -----------------
2000 1999 2000 1999
----- ----- ----- -----
Revenues $ - $ - $ - $ - $ -
----- ----- ----- ----- ------
Expenses
General and - - 880 - 1,030
Administrative ------ ----- ----- ----- ------
Net Loss $ - $ - $ (880) $ - $(1,030)
======== ===== ======== ===== ========
Basic & Diluted $ - $ - $ - $ -
loss per share ======== ===== ======== =====
See accompanying notes and accountants' report.
PAGE 6
DEERWOOD, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
Cumulative
For the six months Since
ended October 20, 1999
June 30, Inception of
------------------ Development
2000 1999 Stage
------------------ ----------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Loss $ (880) $ - $ (1,030)
Increase (Decrease) in Accounts
Payable - - (200)
--------- -------- ----------------
Net Cash Used in operating
activities (880) - (1,230)
--------- -------- ----------------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Net cash provided by investing
activities - - -
-------- --------- ----------------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Capital contributed by
shareholder 880 - 1,230
-------- --------- ----------------
Net Cash Provided by
Financing Activities 880 - 1,230
-------- --------- ----------------
Net (Decrease) Increase in
Cash and Cash Equivalents - - -
Cash and Cash Equivalents
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 $ - $ - $ 75
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: None
See accompanying notes and accountants' report.
PAGE 7
DEERWOOD, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2000 AND 1999
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of accounting policies for Deerwood, Inc. 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.
The unaudited financial statements as of June 30, 2000 and
for the three and six months then ended reflect, in the opinion
of management, all adjustments (which include only normal
recurring adjustments) necessary to fairly state the financial
position and results of operations for the three and six months.
Operating results for interim periods are not necessarily
indicative of the results which can be expected for full years.
Organization and Basis of Presentation
The Company was incorporated under the laws of the State of
Nevada on June 25, 1997. The Company ceased all operating
activities during the period from June 25, 1997 to October 20,
1999 and was considered dormant. Since October 20, 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 June 30, 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.
Loss per Share
The reconciliations of the numerators and denominators of
the basic loss per share computations are as follows:
PAGE 8
DEERWOOD, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2000 AND 1999
(Continued)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Income Shares Per-Share
(Numerator) (Denominator) Amount
For the three months ended June 30, 2000
----------------------------------------
Basic Loss per Share
Loss to common
shareholders $ - 1,000,000 $ -
========= ========= =========
For the six months ended June 30, 2000
---------------------------------------
Basic Loss per Share
Loss to common
shareholders $ (880) 1,000,000 $ -
========= ========= =========
For the three months ended June 30, 1999
-----------------------------------------
Basic Loss per Share
Loss to common
shareholders $ - 1,000,000 $ -
========= ========= =========
For the six months ended June 30, 1999
--------------------------------------
Basic Loss per Share
Loss to common
shareholders $ - 1,000,000 $ -
========= ========= =========
The effect of outstanding stock equivalents are anti-
dilutive for June 30, 2000 and 1999 and are thus not considered.
Reclassification
Certain reclassifications have been made in the 1999
financial statements to conform with the June 30, 2000
presentation.
NOTE 2 - INCOME TAXES
As of June 30, 2000, the Company has a net operating loss
carryforward for income tax reporting purposes of approximately
$3,000 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 change 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.
PAGE 9
DEERWOOD, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2000 AND 1999
(Continued)
NOTE 4 - COMMITMENTS
As of June 30, 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 October 20, 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
have been restated to reflect the stock split.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
This Quarterly Report contains certain 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, which are intended to be covered by the safe
harbors created thereby. Investors are cautioned that all
forward-looking statements involve risks and uncertainty,
including without limitation, the ability of the Company to
continue its expansion strategy, changes in costs of raw
materials, labor, and employee benefits, as well as general
market conditions, competition and pricing. Although the Company
believes that the assumptions underlying the forward-looking
statements contained herein are reasonable, any of the
assumptions could be inaccurate, and therefore, there can be no
assurance that the forward-looking statements included in this
Quarterly Report will prove to be accurate. In light of the
significant uncertainties inherent in the forward-looking
statements including herein, the inclusion of such information
should not be regarded as are presentation by the Company or any
other person that the objectives and plans of the Company will be
achieved.
As used herein the term "Company" refers to Deerwood, Inc., a
Nevada corporation and its predecessors, unless the context
indicates otherwise. The Company is currently a shell company
whose purpose is to acquire operations through an acquisition or
merger or to begin its own start-up business.
The Company is in the process of attempting to identify and
acquire a favorable business opportunity. The Company has
reviewed and evaluated a number of business ventures for possible
acquisition or participation by the Company. The Company has not
entered into any agreement, nor does it have any commitment or
understanding to enter into or become engaged in a transaction as
of the date of this filing. The Company continues to
investigate, review, and evaluate business opportunities as they
become available and will seek to acquire or become engaged in
business opportunities at such time as specific opportunities
warrant.
Results of Operations
The Company had no sales or sales revenues for the three and six
months ended June 30, 2000 or 1999 because it is a shell company
that has not had any business operations for the past three
years.
PAGE 10
The Company had no costs of sales revenues for the three and six
months ended June 30, 2000 or 1999 because it is a shell company
that has not had any business operations for the past three
years. The Company had $0 and $880 in general and administrative
expenses for the three and six month periods ended June 30, 2000
and $0 for the same periods in 1999.
The Company recorded net loss of $0 and $880 for the three and
six months ended June 30, 2000 compared to $0 loss for the same
periods in 1999.
Capital Resources and Liquidity
At June 30, 2000, the Company had total current assets of $0 and
total assets of $0 as compared to $0 current assets and $0 total
assets at December 31, 1999. The Company had a net working
capital deficit of $0 at June 30, 2000 and December 31, 1999.
Net stockholders' deficit in the Company was $0 as of June 30,
2000 and December 31, 1999.
PAGE 11
PART II-OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None/Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
None/Not Applicable.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
(a) Exhibits. Exhibits required to be attached by Item 601 of
Regulation S-B are listed in the Index to Exhibits on page
12 of this Form 10-QSB, and are incorporated herein by
reference.
(b) Reports on Form 8-K. No reports on Form 8-K were filed
during the period covered by this Form 10-QSB.
SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, this 2nd day of
September, 2000.
Deerwood, Inc.
/s/ Daniel L. Hodges
---------------------
Daniel L. Hodges September 2, 2000
President/CFO and Director
PAGE 12
EXHIBIT INDEX
Exhibit No. Page No. Description
27 12 Financial Data Schedule "CE"
PAGE 13
[TYPE]EX-27
<SEQUENCE>2
[DESCRIPTION]FDS --
<TABLE> <S> <C>
[ARTICLE] 5
[LEGEND]
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE UNAUDITED FINANCIAL STATEMENTS FOR THE PERIOD
ENDED JUNE 30, 2000 THAT WERE FILED WITH THE COMPANY'S REPORT ON
FORM 10-QSB AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
[CIK] 0001105297
[NAME] DEERWOOD, INC.
[MULTIPLIER] 1,000
[CURRENCY] U.S. Dollars
<S> <C>
[PERIOD-TYPE] 6-MOS
[FISCAL-YEAR-END] DEC-31-2000
[PERIOD-START] APR-1-2000
[PERIOD-END] JUN-30-2000
[EXCHANGE-RATE] 1
[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] 1
[OTHER-SE] (1)
[TOTAL-LIABILITY-AND-EQUITY] 0
[SALES] 0
[TOTAL-REVENUES] 0
[CGS] 0
[TOTAL-COSTS] 0
[OTHER-EXPENSES] 2
[LOSS-PROVISION] 0
[INTEREST-EXPENSE] 0
[INCOME-PRETAX] (2)
[INCOME-TAX] 0
[INCOME-CONTINUING] (2)
[DISCONTINUED] 0
[EXTRAORDINARY] 0
[CHANGES] 0
[NET-INCOME] (2)
[EPS-BASIC] 0
[EPS-DILUTED] 0
</TABLE>
