U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB SEC File No:
33-14982-LA
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 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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ANACONDA VENTURE CORPORATION
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(Exact name of registrant as specified in its charter)
California 33-0897452
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(State or other (IRS Employer
jurisdiction of Identification No.)
incorporation)
19900 MacArthur Boulevard, Suite 660, Irvine, California 92612
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(Address of principal executive offices) (Zip Code)
Company's telephone number, including area code: (949) 851-9800
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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 such filing requirements for the past 90 days.
[X] Yes [ ] No
State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date:
11,000,000 Shares as of the date of this report. The Company has
approximately 15 share holders.
Transitional Small Business Disclosure Format (check one): [ ] Yes [X] No
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ANACONDA VENTURE CORPORATION
Form 10-QSB for the Quarter ended September 30, 2000
Table of Contents
Page
PART 1 - FINANCIAL INFORMATION.................................................3
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS FOR ANACONDA VENTURE CORPORATION............4
CAUTION REGARDING FORWARD-LOOKING INFORMATION.............................4
OVERVIEW OF THE COMPANY...................................................5
PART II - OTHER INFORMATION....................................................6
ITEM 1 - LEGAL PROCEEDINGS................................................6
ITEM 2 - CHANGES IN SECURITY..............................................6
ITEM 3 - DEFAULTS ON SENIOR SECURITIES....................................6
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..............6
ITEM 5 - OTHER INFORMATION................................................6
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K.................................7
SIGNATURE.................................................................8
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PART 1 - FINANCIAL INFORMATION
ANACONDA VENTURE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
February 17, 2000
(Inception) to September 30, 2000
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net loss $ (1,108)
Adjustment to reconcile net loss to net cash
used by operating activities
Increase in accounts payable 750
Capitalized expenses 358
Net cash used by operating activities -
CASH FLOW FROM FINANCING
ACTIVITIES:
Proceeds from issuance of common stock 2,000
Net cash provided by financing activities 2,000
INCREASE IN CASH AND CASH
EQUIVALENTS 2,000
CASH AND CASH EQUIVALENTS -
BEGINNING OF PERIOD -
CASH AND CASH EQUIVALENTS - END OF
----------------------------------
PERIOD $ 2,000
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ANACONDA VENTURE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
FOR THE PERIOD FROM FEBRUARY 17, 2000 (INCEPTION)
TO SEPTEMBER 30, 2000
<TABLE>
<CAPTION>
DEFICIT
ACCUMULATED
COMMON STOCK ADDITIONAL DURING
ISSUED PAID-IN DEVELOPMENT
SHARES AMOUNT CAPITAL STAGE TOTAL
------ ------ ------- ----- -----
<S> <C> <C> <C> <C> <C>
Common Stock Issuance 5,000,000 $ 2,000 $ -- $ -- $ 2,000
Fair value of expenses
contributed -- -- 358 -- 358
Net loss for the period
ended
September 30, 2000 -- -- -- (1,108) (1,108)
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BALANCE
SEPTEMBER 30, 2000: 5,000,000 $ 2,000 $ 358 $ (1,108) $ 1,250
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</TABLE>
PART 1 - ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS FOR ANACONDA VENTURE CORPORATION.
The following discussion of the financial conditions and results of
operations of the Company should be read in conjunction with the financial
statements, including notes thereto, for the Company.
CAUTION REGARDING FORWARD-LOOKING INFORMATION
---------------------------------------------
This quarterly report contains certain forward-looking statements
and information relating to the Company that are based on the beliefs of the
Company or management as well as assumptions made by and information currently
available to the Company or management. When used in this document, the words
"anticipate," "believe," "estimate," "expect" and "intend" and similar
expressions, as they relate to the Company or its management, are intended to
identify forward- looking statements. Such statements reflect the current view
of the Company regarding future events and are subject to certain risks,
uncertainties and assumptions, including the risks or uncertainties noted.
Should one or more of these risks or uncertainties materialize, or should
underlying assumption prove incorrect, actual results may vary materially from
those described herein asanticipated, believed, estimated, expected or intended.
In each instance, forward-looking information should be considered in light of
the accompanying meaningful cautionary statements herein.
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OVERVIEW OF THE COMPANY
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Anaconda Venture Corporation (the "Company") was incorporated in
February 2000, under the laws of the State of California, primarily for the
purpose of acquiring or merging with a small to medium size company. The Company
currently has no operations, revenue or activity. The Company filed a form 10SB
Registration Statement, which became effective on March 23, 2000.
Results of Operations
As of September 30, 2000, the Company is in the development stage and
had conducted minimal activities. Accordingly, the accompanying financial
statements should not be regarded as typical for normal periods of operation.
Additional financing or restructuring will be required in order for the Company
to complete its development stage activities. Management and the Company's
existing shareholders expect to have to continue to contribute capital to
support the Company's operations until a merger or acquisition candidate is
located.
The Company had no operations or revenues, or significant assets or
liabilities since its inception in February 2000.
Three Months and Nine Months Ended September 30, 2000, Compared to Periods Ended
September 30, 1999
Revenue. The Company was recently formed and the Company was not in
existence during the quarter or the nine month period ended September 30, 1999,
the Company had no revenues for the quarter ended September 30, 2000, and has
had no revenues since inception. Similarly, the Company had no cost of sales,
gross profit or other income during the period ended September 30, 2000, or from
its inception. The Company's nominal operating expenses of less than $300 per
months have been paid by its shareholder.
Liquidity and Capital Resources
As of September 30, 2000, the Company had cash, cash equivalents and
net working capital of approximately $500. The sole source of cash has been
contributions by the Company's Shareholder. The Company has relied upon
contributions by its shareholder to fund its operations during the periods
discussed. The Company has not received any capital contribution in cash from
its Shareholder since initial contributions as set forth in the Company's Form
10SB dated March 23, 2000.
The Company anticipates that any need of working capital in future
periods will be limited and will be contributed by the Company's Shareholder.
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The Company believes that existing cash and cash equivalents, cash flow
from operations will be sufficient to meet the Company's presently anticipated
working capital needs for the next 3 months. To the extent the Company uses its
cash resources for its operations, the Company will be required to obtain
additional funds, if available, through borrowings or equity financings. There
can be no assurance that such capital will be available on acceptable terms. If
the Company is unable to obtain sufficient financing, it may be unable to fully
implement its growth strategy.
Material Changes in Operations
The Company has not had any material changes in operations since its
formation or the date of its Form 10 SB Registration Statement.
Year 2000 Compliance
The Company has not experienced any Year 2000 complications.
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
None.
ITEM 2 - CHANGES IN SECURITY
None.
ITEM 3 - DEFAULTS ON SENIOR SECURITIES
None.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5 - OTHER INFORMATION
TRANSFER OF SHARES
On August 16, 2000, the Company's shareholders entered into an
agreement to sell 4,200,000 of its outstanding shares of the Company to
Solutions Media, Inc. ("SMI"). The shares were transferred on or about September
10, 2000 to SMI for cash and based upon the representations of SMI that it would
merge its operations into the Company and distribute the shares of the Company
it acquired to its over 400 shareholders. The Company's officers and directors
resigned concurrently with the transfer and Wayne Irving, the CEO of SMI was
appointed as sole officer and director of the Company.
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Shortly thereafter, SMI discontinued operations, Wayne Irving resigned
from SMI and Mr. Irving never took any steps to accept his appointments with the
Company or took any action on behalf of the Company. The Company was unable to
obtain any responses to its inquiries from SMI or Mr. Irving. The Company was
left without any officers or directors. In an emergency Action by Written
Consent, the Company's available shareholders reappointed Tim Chang and Patrick
Boyd as the Company's two directors, and Mr. Boyd and Mr. Chang appointed Mr.
Chang as the Chief Executive Officer and Chief Financial Officer of the Company
and Mr. Boyd as Secretary of the Company. The emergency actions returned the
officers and directors to those reflected in the Company's Form 10SB filed March
23, 2000. No actions were ever taken by Mr. Irving or SMI. SMI remains an owner
of 4,200,000 shares of the Company's common stock on the books and records of
the Company, however, the selling shareholders have asserted that SMI breached
its contractual obligations to the Company and its other shareholders by failing
to continue its operations and failing to distribute the shares it owes to SMI's
shareholders.
SUBSEQUENT ACTIONS
On October 30, 2000, the Company completed a private placement of
6,000,000 shares of its common stock to seven separate investors, all located
within the State of California. The subscribers were provided with a term sheet
and with copies of the Company's current and past filings with the SEC,
financial statements and other information they requested from the Company. The
offering complied with California Corporations Code ss.25102(f). Each of the
subscribers had a preexisting business relationship with the executive officers
and directors of the Company.
Upon the conclusion of the offering, the Company will have 11,000,000
shares outstanding held by 14 separate shareholders.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
None.
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SIGNATURES
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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.
September 30, 2000 ANACONDA VENTURE CORPORATION
By:/s/ Tim T. Chang
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Tim T. Chang, President
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