SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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
[ ] Transition report under Section 13 or 15(d) of the Exchange Act
For the transition period from __________ to __________
Commission file number 0-29487
CONUS HOLDINGS, INC.
(Exact Name of Small Business Issuer as Specified in Its Charter)
NEVADA 33-0850619
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) identification No.)
610 Newport Center Drive, Suite 800
Newport Beach, CA 92660
(Address of Principal Executive Offices)
(949) 719-1977
(Issuer's Telephone Number, Including Area Code)
(Former Name, Former Address and Former Fiscal Y ear,
if Changed Since Last Report)
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 No X
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State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: As of March 31, 2000 there
were outstanding 1,000,000 shares of common stock, par value $0.001, and no
shares of preferred stock.
<PAGE>
CONUS HOLDINGS, INC.
INDEX
Page
----
Part I Financial Information
Item 1. Financial Statements
Balance sheet as of March 31, 2000
and December 31, 1999 (unaudited) . . . . . . . . . 3
Statements of operations for the three months ended
March 31, 2000 and 1999 (unaudited). . . . . . . . . . 4
Statements of cash flows for the three months ended
March 31, 2000 and 1999 (unaudited) . . . . . . . . . 5
Notes to financial statements . . . . . . . . .. . .. . 6
Item 2. Managements Discussion and Analysis or
Plan of Operation . . . . . . . . . . . .. . . . . . . . 7
Part II Other Information
Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . 9
Item 2. Changes in Securities . . . . . . . . . . . . . . . . . . 9
Item 3. Defaults Upon Senior Securities . . . . . . . . . . . . 9
Item 4. Submission of Matters to a Vote of Security Holders . . . . . 9
Item 5. Other Information . . . . . . . . . . . . . . . . . . .. 9
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . 9
<PAGE>
PART I - FINANCIAL STATEMENTS
Item 1. Financial Statements
CONUS HOLDINGS, INC.
(A Development Stage Company)
BALANCE SHEET
ASSETS
<TABLE>
<CAPTION>
March 31, 2000 December 31, 1999
---------------- -------------------
<S> <C> <C>
Cash $ -- $ --
------------------ ---------------
Total assets $ -- $ --
=================== ================
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Payable to related party $ 520 $ 520
------------------- -----------------
Total liabilities $ 520 $ 520
------------------- -----------------
Stockholders' equity (deficit):
Preferred stock:
0.001 par value; 2,000,000 shares
authorized; no shares issued and
outstanding $ -- $ --
Common stock, $0.001 par value,
20,000,000 shares authorized;
1,000,000 shares issued and
outstanding on December 31, 1999
and March 31, 2000 $ 1,000 $ 1,000
Deficit accumulated during the
development stage $ (1,520) $(1,520)
-------------------- --------------------
Total stockholders' equity (deficit) $ (520) $ (520)
-------------------- --------------------
Total liabilities and stockholders'
equity (deficit) $ -- $ --
=================== ===================
</TABLE>
<PAGE>
CONUS HOLDINGS, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
<S> <C> <C>
Three months ended Three months ended
March 31, 2000 March 31, 1999
---------------------- -------------------
General and Administrative Expenses $ -- $ --
------------------- -------------------
Net loss $ -- $ --
=================== ===================
</TABLE>
<PAGE>
CONUS HOLDINGS, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
<S> <C> <C>
Three months ended Three Months ended
March 31, 2000 March 31, 1999
------------------- -------------------
Cash flows from operating activities:
Net loss $ -- $ --
Net cash used in operating activities $ -- $ --
------------------- --------------------
Net increase (decrease) in cash $ -- $ --
------------------- --------------------
Cash, beginning of period $ -- $ --
------------------- ---------------------
Cash, end of period $ $ --
=================== ======================
</TABLE>
<PAGE>
CONUS HOLDINGS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
Note 1 Summary of Significant Accounting Policies.
Conus Holdings, Inc. (the Company) is a developmental stage enterprise
incorporated on April 9, 1998 under the laws of the State of Nevada. The
Company intends to seek acquisitions or other business endeavors. The Company
has had no operations to date and its activities have been limited to
organization efforts related to obtaining initial financing. The Company
intends to purchase, merge with or acquire securities or assets held by target
entities via an exchange of the targeted company's securities or assets for the
Company's cash, securities and/or assets. The Company has not negotiated with
or identified a prospective acquisition candidate and has not targeted any
particular business or industry within which it will seek acquisitions. The
Company's fiscal year end is December 31.
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for the interim
financial information and the instructions to Form 10-QSB. Accordingly, they do
not include all the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, the interim financial statements include all adjustments considered
necessary for a fair presentation of the Company's financial position, results
of operations and cash flows for the three months ended March 31, 2000. These
statements are not necessarily indicative of the results to be expected for the
full fiscal year. These statements should be read in conjunction with the
financial statements and notes thereto included in the Company's Form 10-SB for
the year ended December 31, 1999 as filed with the Securities and Exchange
Commission.
<PAGE>
Item 2. Managements Discussion and Analysis or Plan of Operation
The Company's activities since inception have been limited to
organizational matters, and the Company has not engaged in any operating
activity since its inception.
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 reports under Rule 13(a) of the Exchange Act,
including quarterly reports on Form 10-QSB and annual reports on Form 10-KSB.
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 ("public") company whose securities are qualified for trading in the
United States secondary market. The Company meets 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 with a class of publicly-traded securities which may be attractive to
foreign and domestic private companies.
These benefits are commonly thought to include (1) the ability to use
registered securities to make acquisition of assets or businesses; (2) increased
visibility in the financial community; (3) the facilitation of borrowing from
financial institutions; (4) improved trading efficiency; (5) shareholder
liquidity; (6) greater ease in subsequently raising capital; (7) compensation of
key employees through options for stock for which there is 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
public 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 public with less dilution of its common stock
than would occur normally upon an underwriting; (4) a company which believes
that is will be able to obtain investment capital on more favorable terms after
it has become public; (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 a public market 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 public company.
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.
<PAGE>
As of the date hereof, management has not made any final decision
concerning, and has not entered into any agreements for, a business combination.
When any such agreement is reached or other material fact occurs, the Company
will file notice of such agreement or fact with the Securities and Exchange
Commission on Form 8-K. Persons reading this Form 10-QSB are advised to see if
the Company has subsequently filed a Form 8-K.
Each of the current shareholders of the Company have agreed not to sell or
otherwise transfer any of their common stock of the Company until after such
time as the Company has completed a business combination transaction.
As soon as the Company is eligible, it intends to apply to have its common
stock listed or admitted to quotation on the NASD OTC Bulletin Board or, if it
meets the financial and other requirements thereof, on the Nasdaq Small Cap
Market, National Market System, or other regional or national exchange.
Liquidity
The Company has no funds available and does not anticipate having any funds
available until a merger transaction is consummated. In the event that no
transaction is consummated, the Company will have a very limited amount of funds
with which to operate and may not be able to operate in the future.
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
There are no legal proceedings against the Company and the Company is
unaware of any proceedings contemplated against it.
Item 2. Changes in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to the security holders for a vote.
Item 5. Other Information
There is no other information deemed material by management for disclosure
herein.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
None.
(b) Reports on Form 8-K
None.
<PAGE>
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.
CONUS HOLDINGS, INC.
Dated: May 19, 2000 /s/ M. Richard Cutler
---------------------------
By: M. Richard Cutler
Its: President
