SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000.
PARTICLE 5, INC.
(Exact name of registrant as specified in its charter)
Nevada 000-29775 Applied For
(State of (Commission (I.R.S. Employer
organization) File Number) Identification No.)
2980 South Rainbow Boulevard, Suite 200-C, Las Vegas, NV 89146
(Address of principal executive offices)
Registrant's telephone number, including area code (702) 307-0488
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 and (2) has been subject to such filing requirements
for the past 90 days. Yes X
There are 5,000,000 shares of common stock issued and outstanding
as of June 7, 2000.
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The financial statements and supplemental data required by this
Item follow the index of financial statements appearing at Item 6
of this Form 10Q-SB.
ITEM 2. MANAGEMENT'S PLAN OF OPERATION
NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS
This statement includes projections of future results and
"forward-looking statements" as that term is defined in Section
27A of the Securities Act of 1933 as amended (the "Securities
Act"), and Section 21E of the Securities Exchange Act of 1934 as
amended (the "Exchange Act"). All statements that are included in
this Registration Statement, other than statements of historical
fact, are forward-looking statements. Although Management
believes that the expectations reflected in these forward-looking
statements are reasonable, it can give no assurance that such
expectations will prove to have been correct. Important factors
that could cause actual results to differ materially from the
expectations are disclosed in this Statement, including, without
limitation, in conjunction with those forward-looking statements
contained in this Statement.
Plan of Operation
The Company's Plan of Operation has not changed since the filing
of its amended Form 10-SB filed with the SEC on April 21, 2000.
The description of the current plan of operation is incorporated
by reference to Section 2 of it's amended Form 10-SB.
Competition
The Company is an insignificant participant among firms which
engage in business combinations with, or financing of,
development-stage enterprises. There are many established
management and financial consulting companies and venture capital
firms which have significantly greater financial and personal
resources, technical expertise and experience than the Company.
In view of the Company's limited financial resources and
management availability, the Company will continue to be at
significant competitive disadvantage vis-a-vis the Company's
competitors.
Employees
The Company's only employees at the present time are its officers
and directors, who will devote as much time as the Board of
Directors determine is necessary to carry out the affairs of the
Company.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is not a party to any material pending legal
proceedings and, to the best of its knowledge, no such action by
or against the Company has been threatened.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No such matters were submitted during the most recent quarter.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
FINANCIAL STATEMENTS
Unaudited financial statements for the quarter ended
March 31, 2000.
PARTICLE 5, INC.
BALANCE SHEET
<TABLE>
<S> <C> <C>
March 31, February
24,
2000 20
00
(Unaudited)
ASSETS $ - $ -
LIABILITIES - -
CAPITAL
Subscription of Stock Receivable (5,000) (5,000)
Common Stock, $.001 par value;
25,000,000 shares
authorized, 5,000,000 shares issued 5,000 5,000
and outstanding
Total Capital - -
TOTAL CAPITAL AND LIABILITIES $ - $ -
</TABLE>
The accompanying note is an integral part of the financial
statement.
- 2 -
PARTICLE 5, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a) Basis of Presentation
The accompanying financial statements have been
prepared in accordance with generally accepted
accounting principles for interim financial information
and with the instructions to Form 10-QSB 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 (consisting only of normal recurring
adjustments) considered necessary for a fair
presentation have been included.
For further information, refer to the financial
statements and footnotes included in Form 10-SB as of
February 24, 2000.
b) Particle 5, Inc. was incorporated on February 24,
2000 in the State of Nevada. The Corporation's
principal business activity has not been determined.
- 3 -
EXHIBITS
a) The exhibits, consisting of the Company's Articles of
Incorporation, are attached to the Company's Form 10-SB, filed on
March 2, 2000. These exhibits are incorporated by reference to
that Form.
b) The exhibits, consisting of the Company's Bylaws, are
attached to the Company's Form 10-SB, filed on March 2, 2000.
These exhibits are incorporated by reference to that Form.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
Particle 5, Inc.
By: /s/ J. E. Dhonau
J. E. Dhonau, President
