U.S. 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 ending June 30, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
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Commission file number 0-29983
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PASSANT ACQUISITION CORPORATION
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(Name of Small Business Issuer in its Charter)
NEVADA 91-2027723
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(State of Incorporation) (IRS Employer Identification No.)
18610 East 32nd Ave., Greenacres, WA 99016
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number,( 509 ) 891 - 8373
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Former Name, former address and former fiscal year 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
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Applicable only to issuers involved in bankruptcy proceedings during the
preceding five years
Check whether the registrant filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court. Yes No
--- ---
Applicable on to corporate issuers
State the number of shares outstanding of each of the issuer's class of
common equity, as of the latest practicable date:
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Transitional Small Business Disclosure Format
(Check One)
Yes No
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<PAGE>
PASSANT ACQUISITION CORPORATION
FORM 10-QSB
INDEX
Page No.
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Part I - Financial Information
Item 1 - Financial Statements (unaudited)
Balance Sheets -
June 30, 2000 and March 8, 2000 3
Statement of Operations -
Six Months ended June 30, 2000 4
Statement of Cash Flows -
Six Months ended June 30, 2000 5
Notes to Financial Statements 6
Item 2- Management's Discussion and Analysis or Plan of
Operation 8
Part II - Other Information 8
Item 6 - Exhibits and Reports on Form 8-K 8
Signature
2
<PAGE>
PART I-FINANCIAL INFORMATION
Item 1. Financial Statements. (Unaudited)
Passant Acquisition Corporation
(A Development Stage Enterprise)
BALANCE SHEET
June 30, March 31,
2000 2000
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(unaudited)
ASSETS
Cash $ 484 $ 1,000
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Total Current Assets $ 484 $ 1,000
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Total Assets $ 484 $ 1,000
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities $ 1,089 --
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Stockholder's Equity
Common Stock, $0.001 par value,
25,000,000 shares authorized,
5,000,000 shares issued and
outstanding 5,000 5,000
Deficit accumulated during
development stage (5,605) (4,000)
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Total Stockholders' Equity 605 1,000
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TOTAL LIABILITIES AND
STOCKHOLDER'S EQUITY $ 484 $ 1,000
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See Accompanying Notes to financial statements.
3
<PAGE>
Passant Acquisition Corporation
(A Development Stage Enterprise)
STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
Inception
Period Ending (Feb.24, 2000)
June 30, 2000 March 31, 2000
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(unaudited) (unaudited)
Income $ -- $ --
Expenses
Organization expense 250 250
Legal expense 1,000 1,000
Administrative expense 3,331 2,750
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Accounting 1,024
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5,605 4,000
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NET LOSS FROM
OPERATIONS (5,605) (4,000)
Income Taxes -- --
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Net Loss (5,605) (4,000)
Accumulated Deficit, Beginning
Balance -- --
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Accumulated Deficit, Ending
Balance $ (5,605) $ (4,000)
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Net Loss per Common share $ nil $ nil
Weighted Average Number of
Common shares outstanding 5,000,000 5,000,000
See accompanying notes to financial statements.
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<PAGE>
Passant Acquisition Corporation
(A Development Stage Enterprise)
STATEMENT OF CASH FLOWS
Period Ending Inception
June 30, 2000 (Feb.24,2000)
to Mar.31,2000
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(unaudited) (unaudited)
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net Loss $(5,605) $(4,000)
Expenses paid by issuance of stock 4,000 4,000
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Net cash provided in operating activities -- --
CASH FLOWS FROM INVESTING ACTIVITIES -- --
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds for issuance of stock 1,000 1,000
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Change in cash (516) 1,000
Cash, beginning balance 1,000 --
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Cash, end of period $ 484 $ 1,000
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Supplemental disclosures:
Interest paid $ -- $ --
Income taxes paid $ -- $ --
NON-CASH TRANSACTIONS
Stock issued in exchange for expenses paid $ 4,000 $ 4,000
See Accompanying Notes to financial statements.
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<PAGE>
Passant Acquisition Corporation
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
AS OF June 30, 2000
Note 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Passant Acquisition Corporation (hereinafter " the Company") was incorporated on
February 24, 2000 in Nevada primarily for the purpose of serving 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 fiscal
year end is December 31.
Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies of Passant Acquisition
Corporation is presented to assist in understanding the Company's financial
statements. The financial statements and notes are representations of the
Company's management which is responsible for their integrity and objectivity.
These accounting policies conform to generally accepted accounting principles
and have been consistently applied in the preparation of the financial
statements.
Development Stage Activities
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The Company has been in the development stage since its formation in February
2000 and has not yet realized any revenue from its planned operations.
Going Concern
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The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.
As shown in the accompanying financial statements, the Company incurred a net
loss of $5,605 for the period ended June 30, 2000 and had no revenue. The future
of the Company is dependent 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. The
financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts and
classification of recorded assets, or the amounts and classification of
liabilities that might be necessary in the event the Company cannot continue in
existence.
Accounting Method
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The Company's financial statements are prepared using the accrual method of
accounting.
Loss Per Share
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Loss per share was computed by dividing the net loss by the weighted average
number of shares outstanding during the period. The weighted average number of
shares was calculated by taking the number of shares outstanding and weighting
them by the amount of time that they were outstanding. Basic and diluted loss
per share were the same, as there were no common stock equivalents outstanding.
Cash and Cash Equivalents
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For purposes of the Statement of Cash Flows, the Company considers all
short-term debt securities purchased with a maturity of three months or less to
be cash equivalents.
Provision for Taxes
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At June 30, 2000, the Company had a net operating loss of approximately $5,605.
No provision for taxes or tax benefit has been reported in the financial
statements, as there is not a measurable means of assessing future profits or
losses.
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<PAGE>
Use of Estimates
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The process of preparing financial statements in conformity with generally
accepted accounting principles requires the use of estimates and assumptions
regarding certain types of assets, liabilities, revenues and expenses. Such
estimates primarily related to unsettled transactions and events as of the date
of the financial statements. Accordingly, upon settlement, actual results may
differ from estimated amounts.
Impaired Asset Policy
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In March 1995, the Financial Accounting Standards Board issued a statement
titled, "Accounting for Impairment of Long-lived Assets". In complying with this
standard, the Company will review its long-lived assets quarterly to determine
if any events or changes in circumstances have transpired which indicate that
the carrying value of its assets may not be recoverable. The Company does not
believe any adjustments are needed to the carrying value of its assets at June
30, 2000.
Development Costs
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In accordance with generally accepted accounting principles, the Company will
expense development costs as incurred.
Note 3 - PROPERTY AND EQUIPMENT
At June 30, 2000, the Company does not own any property or equipment.
Note 4 - COMMON STOCK
On February 27, 2000, 5,000,000 shares of common stock were issued to an officer
and related party. (See Note 5) There was no public offering of any securities.
The above referenced shares were issued in repayment of expenses of $ 4,000 and
cash of $1,000. These shares were issued pursuant to Section 4(2) of the
Securities Act of 1933, a securities offering transaction exemption not
requiring registration. The Company has not authorized any preferred stock,
convertible stock, warrants or options as of June 30, 2000.
Note 5 - RELATED PARTIES
On February 27, 2000, Long Lane Capital, Inc. was issued 4,750,000 common stock
shares in consideration of organizational and professional costs incurred by
Long Lane Capital, Inc. on behalf of the Company. Gregory M. Wilson, a director
of the Company, was issued 250,000 common stock shares. Legal counsel to the
Company is a firm owned by Gregory M. Wilson, who also owns the controlling
interest in the outstanding stock of Long Lane Capital, Inc. (See Note 4)
Note 6 - YEAR 2000 ISSUES
Like other companies, Passant Acquisition Corporation could be adversely
affected if the computer systems of the Company, its suppliers or customers use
do not properly process and calculate date-related information and data from the
period surrounding and including January 1, 2000. This is commonly known as the
"Year 2000" issue. Additionally, this issue could impact non-computer systems
and devices such as production equipment and elevators, etc. At this time, the
Company does not have any evidence of problems associated with the year 2000
issue.
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<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation.
There have been no operations or significant changes in the financial
statements of the Company since its Form 10-QSB was filed for the period ending
March 31, 2000.
PART II- OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
Exhibit Number Description
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*(3.1) Articles of Incorporation of Passant
Acquisition Corporation
*(3.2) By-Laws
*(10) Lock-Up Agreement
(27) Financial Data Schedule
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*Previously filed.
(b) Reports on Form 8-K. No reports on Form 8-K were filed in this
quarter.
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.
Dated: August 9, 2000
PASSANT ACQUISITION CORPORATION
/s/ Gregory M. Wilson
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By: Gregory M. Wilson
Title: President
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