UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-QSB
Quarterly Report Under Section 13 or 15(d) of
The Securities Exchange Act of 1934
March 31, 2000 0-29943
- --------------------- ----------------------
For the Quarter Ended Commission File Number
FOURTHCAI, INC.
(Name of Small Business Issuer)
NEVADA 86-0979534
- ------------------------ -----------------------
(State of Incorporation) (I.R.S. Employer
Identification Number.)
10245 East Via Linda, Suite 220, Scottsdale, Arizona 85258
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(Address of Principal Executive Offices Including Zip Code)
(480) 421 2882
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(Issuers 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 such shorter
period that the registrant was required to file such reports), and (2) has been
subject to filing requirements for the past 90 days. YES [X] NO [ ]
Number of shares outstanding of each of the issuer's classes of common equity,
as of March 31, 2000: 5,040,000
Transitional Small Business Disclosure Format: YES [ ] NO [X]
<PAGE>
FOURTHCAI, INC.
INDEX
Page
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PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
Balance Sheet at March 31, 2000 3
Statement of Operations for the three months ended
March 31, 2000 4
Statement of Cash Flows for the three months ended
March 31, 2000 5
Notes to Financial Statements 6
Item 2 - Management's Discussion and Analysis 8
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 10
Item 2. Changes in Securities and Use of Proceeds 10
Item 3. Default Upon Senior Securities 10
Item 4. Submission of Matters to a Vote of Security Holders 10
Item 5. Other Information 10
Item 6. Exhibits and Reports on Form 8-K 10
SIGNATURES 11
2
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FOURTHCAI, INC.
BALANCE SHEET
MARCH 31, 2000
ASSETS
Current Assets
Cash and cash equivalents $ 900
-------
Current Assets 900
-------
Organization costs, net of amortization (Note 2) 442
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Total Assets $ 1,342
=======
LIABILITIES AND STOCKHOLDERS' EQUITY
Stockholders' Equity
Common Stock - $0.0001 par value, authorized
100,000,000 shares, issued and outstanding 5,040,000 $ 504
Additional paid in capital 1,596
Retained Earnings (Deficit) (758)
Total Stockholders' Equity 1,342
-------
Total Liabilities and Stockholders' Equity $ 1,342
=======
The accompanying notes are an integral part of these financial statements.
3
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FOURTHCAI, INC.
STATEMENT OF OPERATIONS
FOR THE QUARTER ENDED MARCH 31, 2000
Revenue $ --
Expenses
Administrative costs 300
Amortization of organization costs 25
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Net Income/(Loss) $ 325
==========
Loss per common share $ 0.00
==========
Weighted average shares outstanding 5,040,000
==========
The accompanying notes are an integral part of these financial statements.
4
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FOURTHCAI, INC.
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE QUARTER ENDED MARCH 31, 2000
Common Stock
------------------- Paid in Retained
Shares Amount Capital Earnings Total
------ ------ ------- -------- -----
Balance at December 31,1999 5,040,000 $504 $1,596 $(433) $ 1,667
Net Income/(Loss) (325) (325)
--------- ---- ------ ----- -------
Balance at March 31, 2000 5,040,000 $504 $1,596 $(758) $ 1,342
========= ==== ====== ===== =======
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
FOURTHCAI, INC.
STATEMENT OF CASH FLOWS
FOR THE QUARTER ENDED MARCH 31, 2000
Loss from operations $ (325)
Adjustments to reconcile los from operations to net
cash provided by (from) operating activities:
Amortization of organization costs 25
-------
Net cash (used) by operations (300)
-------
Net cash (used) by operating activities (300)
-------
Net increase in cash and cash equivalents 300
Cash and cash equivalents at beginning of period 1,200
-------
Cash and cash equivalents at end of period $ 900
=======
The accompanying notes are an integral part of these financial statements.
6
<PAGE>
FOURTHCAI, INC.
NOTES TO FINANCIAL STATEMENT
FOR THE QUARTER ENDED MARCH 31, 2000
STATEMENT OF INFORMATION FURNISHED
The accompanying financial statements have been prepared in accordance
with Form 10-QSB instructions and in the opinion of management contain all
adjustments (consisting of only normal and recurring accruals) necessary to
present fairly the financial position as of March 31, 2000. These results have
been determined on the basis of generally accepted accounting principles and
have been audited by our independent auditor.
NOTE 1 - THE COMPANY
FourthCAI, Inc. (the "Company") was incorporated in the state of Nevada on
September 3, 1999. The Company has had no operations since incorporation,
however, has incurred certain costs related to organization and
administration. Legal services were provided to the Company in exchange for
stock of the Company. This transaction was based on the out-of-pocket costs
for the provider and recorded by the Company as $500. These organization
costs have been capitalized and are being amortized over 60 months.
Administrative costs allocated to Company for the quarter ended March 31,
2000 were $300.
NOTE 2 - STOCKHOLDERS' EQUITY
The Company has 100,000,000 shares of $0.0001 par value stock authorized
and 5,040,000 shares outstanding at March 31, 2000.
7
<PAGE>
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
MANAGEMENT'S PLAN OF OPERATION
During the next twelve months the registrant intends to locate,
analyze, acquire or merge with a targeted company.. The registrant will continue
to solicit targeted companies through the utilization of contacts in business
and professional communities. The registrant intends to solicit directly or may
engage consultants or advisors to assist it in reaching its objective. Payment
will be made to these consultants and advisors if a successful acquisition or
merger occurs because of their efforts. The payment may consist of cash or some
stock in the surviving entity or a combination of both.
The satisfaction of the registrant's cash requirements for the next
twelve months will be met in that Corporate Architects, Inc., the registrant's
principal shareholder, has agreed to advance to the Company the additional funds
needed for operations and those amounts designated for costs associated with a
search for and completion of an acquisition. The principal shareholder has no
expectation of reimbursement of the funds advanced unless the new owners of the
Company decide to pay all or a portion thereof. A limit as to the minimum or
maximum amounts advanced by the principal shareholder has not been set. The
registrant will not borrow funds to pay management, agents, consultants,
advisors or promoters. The Company will not merge with, acquire or purchase
assets of an entity in which the Company's officers, directors or shareholders
or any affiliate or agent hold an equity position or is an officer or director.
The Company's business plan is to locate certain companies that may
wish to merge with the registrant in some fashion. This targeted company would
desire the perceived advantages of a merger with a public, reporting company.
The perceived advantages may enhance the company's ability to attract
investment, utilize securities for acquisition, provide liquidity and numerous
other benefits. No particular industry has been identified nor is this search
confined to a specific geographical area. It is not anticipated by management
that the Company will be able to participate in any more than one merger because
of its limited assets and resources.
The registrant may merge or acquire a company in early stage
development needing additional capital to launch new products, increase
marketing or improve quality. The utilization of the public market may be
beneficial in raising the required capital.
8
<PAGE>
The registrant does not have nor will it acquire capital to supply
targeted companies. It is the position of management that it can present to the
candidate the opportunity to acquire controlling interest in a public company
without the substantial costs, both in time and money, of an initial public
offering. Management has performed only limited research in this area.
The officer and director of the registrant will undertake the
responsibility of finding and analyzing new business opportunities. He will
perform this task individually and possibly with the help of other consultants
and agents. The agents or consultants will not receive a cash fee from the
registrant said fee will have to be assumed by the target company. The officer
is experienced in the analysis of companies and will be able to determine the
existence of the primary requirements of a good business structure consisting of
financial, management, products, distribution, need for further research and
development, growth potential and other material requirements. The registrant
will have total discretion in determining the type of company best suited for a
business combination.
The registrant will be subject to all the reporting requirements of the
Securities Exchange Act. Said Act requires, among other things, that a reporting
company file its audited financial statements. The registrant will not merge or
acquire a company that does not have or will not have audited financials within
a reasonable period of time, to meet the requirements of the Exchange Act. If
the merger candidate is unable to produce audited financial statements within
sixty days from the filing of the 8 K announcing the consummation of the merger
or said financial statements fail to comply with the Exchange Act, the closing
documents will provide for the dissolution of the transaction.
A target company may want to establish a public trading market for its
securities. It may desire to avoid what it perceives to be an adverse
consequence of undertaking its own public offering. It is possible to meet this
objective by entering into a transaction with the registrant. The adverse
consequences may be perceived to be, loss of control, substantial expense and
loss of time attempting to conclude an underwriting or the inability to retain
an underwriter with acceptable terms
A business candidate may have pre-existing agreements with outside
advisors, attorneys and accountants and the continuation of those agreements may
be required before the candidate will agree to close a transaction with the
registrant. These existing agreements may be a factor in the determination by
the registrant to go forward.
9
<PAGE>
The conclusion of a business transaction will most likely result in the
present shareholders no longer being in control of the registrant. Management of
the registrant probably will not have the expertise in the business of the new
entity, which will result in the resignation of the present management.
The acquisition or merger usually results in the issuance of restricted
securities as consideration. If the negotiations resulted in the requirement for
registered securities to be issued, the surviving company would have to bear the
burden of registering the shares. There can be no assurance that these newly
registered shares would be sold into the market depressing the market value.
A merger with another company will significantly dilute the percentage
of ownership the present shareholders now enjoy. The amount of dilution will
depend on the number of shares issued which in turn could depend on the assets
and liabilities of the merging company. This is not to say that other factors
may not enter into this determination.
PART II OTHER INFORMATION
ITEM 3. LEGAL PROCEEDINGS
The Company is not a party to any litigation and to its knowledge, no
action, suit or proceedings against it has been threatened by any person or
entity.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULT UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3.1 Articles of Incorporation with Amendments filed with the Form
10 SB on March 14, 2000 and incorporated by reference
3.2 By Laws filed with the Form 10 SB on March 14, 2000 and
incorporated by reference
3.3 Computation per share earnings in current financial statements
and filed with Form 10 SB on March 14, 2000 and incorporated
by reference.
23 Consent of Accountant
27 Financial Data Schedule
(b) Reports on Form 8-K
There was one report filed on Form 8-K dated April 24, 2000
indicating a change of address. Said 8K is incorporated by reference
10
<PAGE>
SIGNATURE
In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
FOURTHCAI, INC..
May 10, 2000 /s/ Edmond L. Lonergan
------------------------------------------
Edmond L. Lonergan, Director and President
11
[JAMES C. MARSHALL, CPA, PC LETTERHEAD]
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion of our audit of the financial statements of
FourthCAI, Inc. as of March 31, 2000 as part of this Form 10-QSB.
/s/ James C. Marshall, CPA, PC
Scottsdale, Arizona
May 5, 2000
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