UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
QUARTERLY REPORT FOR SMALL BUSINESS ISSUERS SUBJECT TO THE 1934
ACT REPORTING REQUIREMENTS
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2000
Commission File No. 000-30255
PURE COUNTRY
(Exact name of registrant as specified in its charter)
Nevada 88-0426887
(State of organization) (I.R.S. Employer Identification No.)
8764 Carlitas Joy Court, Las Vegas, NV 89117
(Address of principal executive offices)
Registrant's telephone number, including area code (702) 228-4688
Check whether the issuer (1) filed all reports required to be
file 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 6,000,000 shares of common stock outstanding as of
September 30, 2000.
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FINANCIAL STATEMENTS
Audited financial statements as of September 30, 2000, and for
the three-month periods then ended.
TABLE OF CONTENTS
PAGE
ACCOUNTANT'S LETTER 1
BALANCE SHEET - ASSETS 2
BALANCE SHEET - LIABILITIES AND STOCKHOLDERS' 3
EQUITY
STATEMENT OF OPERATIONS 4-5
STATEMENT OF STOCKHOLDERS' EQUITY 6
STATEMENT OF CASH FLOWS 7-8
NOTES TO FINANCIAL STATEMENTS 9-13
INDEPENDENT AUDITORS' REPORT
Board of Directors October 13, 2000
PURE COUNTRY
Las Vegas, Nevada
I have audited the accompanying Balance Sheets of PURE
COUNTRY (A Development Stage Company), as of Sep 30, 2000, and
December 31, 1999, and the related statements of stockholders'
equity for Sep 30, 2000, and December 31, 1999, and statements of
operation and cash flows for the three months ending Sep 30,
2000, and Sep 30, 1999, for the nine months ended Sep 30, 2000,
and Sep 30, 1999, and the two years ended December 31, 1999, and
December 31, 1998, and the period July 27, 1995 (inception), to
Sep 30, 2000. These financial statements are the responsibility
of the Company's management. My responsibility is to express an
opinion on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. I believe that my
audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of PURE COUNTRY (A Development Stage Company), as of Sep 30,
2000, and December 31, 1999, and the related statements of
stockholders' equity for Sep 30, 2000, and December 31, 1999, and
statements of operation and cash flows for the three months
ending Sep 30, 2000, and Sep 30, 1999, for the nine months ended
Sep 30, 2000, and Sep 30, 1999, and the two years ended December
31, 1999, and December 31, 1998, and the period July 27, 1995
(inception), to Sep 30, 2000, in conformity with generally
accepted accounting principles.
The accompanying financial statements have been prepared
assuming the Company will continue as a going concern. As
discussed in Note #5 to the financial statements, the Company has
had no operations and has no established source of revenue. This
raises substantial doubt about its ability to continue as a going
concern. Management's plan in regard to these matters is
described in Note #5. These financial statements do not include
any adjustments that might result from the outcome of this
uncertainty.
/s/ Barry L. Friedman
Barry L. Friedman
Certified Public Accountant
1582 Tulita Drive
Las Vegas, NV 89123
(702) 361-8414
PURE COUNTRY
(A Development Stage Company)
BALANCE SHEET
ASSETS
<TABLE>
<S> <C> <C>
9 Mos. Ending Year Ended
Sep 30, 2000 Dec.31,
1999
----------- -----------
CURRENT ASSETS $ 0 $ 0
------ ------
TOTAL CURRENT ASSETS $ 0 $ 0
------ ------
OTHER ASSETS $ 0 $ 0
------ ------
TOTAL OTHER ASSETS $ 0 $ 0
------ ------
TOTAL ASSETS $ 0 $ 0
------ ------
</TABLE>
The accompanying notes are an integral part of these financial
statements
- 2-
PURE COUNTRY
(A Development Stage Company)
BALANCE SHEET
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<S> <C> <C>
9 Mos. Ending Year Ended
Sep 30, 2000 Dec.31,
1999
----------- ------------
CURRENT LIABILITIES
Officers Advances (Note #8) $ 2,475 $ 475
-------- --------
TOTAL CURRENT LIABILITIES $ 2,475 $ 475
-------- --------
STOCKHOLDERS EQUITY (Note #4)
Preferred Stock, $0.001 Par Value
Authorized 10,000,000 Shares
Issued and Outstanding
At Sep 30, 2000 - None $ 0
Common stock, $.001 par value
authorized 50,000,000 shares
issued and outstanding at
December 31, 1999 - 6,000,000 shares $ 6,000
Sep 30, 2000 - 6,000,000 shares 6,000
Additional paid in Capital 196 196
Accumulated loss during
the development stage -8,671 -6,671
-------- --------
TOTAL STOCKHOLDERS' EQUITY $ -2,475 $ -475
-------- --------
TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY $ 0 $ 0
-------- --------
</TABLE>
The accompanying notes are an integral part of these financial
statements
- 3 -
PURE COUNTRY
(A Development Stage Company)
STATEMENT OF OPERATIONS
<TABLE>
<S> <C> <C> <C> <C>
3 Mos. Ended 3 Mos. Ended 9 Mos. Ended 9 Mos. Ended
Sep 30, Sep 30, Sep 30, Sep 30,
2000 1999 2000 1999
-------- --------- ---------- ---------
REVENUE $ 0 $ 0 $ 0 $ 0
--------- --------- --------- --------
EXPENSES
General, Selling
and $ 1,000 $ 125 $ 2,000 $ 125
Administrative
--------- --------- --------- --------
Total Expenses $ 1,000 $ 125 $ 2,000 $ 125
--------- --------- --------- --------
Net Profit/Loss (-) $ -1,000 $ -125 $ -2,000 $ -125
--------- --------- --------- --------
Net Loss per share
-
Basic and diluted
(Note #2) $ -.0002 $ NIL $ -.0003 $ NIL
--------- --------- --------- --------
Weighted average
number of common
shares outstanding 6,000,000 6,000,000 6,000,000 6,000,000
--------- --------- --------- --------
</TABLE>
The accompanying notes are an integral part of these financial
statements
- 4 -
PURE COUNTRY
(A Development Stage Company)
STATEMENT OF OPERATIONS (Continued)
<TABLE>
<S> <C> <C> <C>
Jul.27,1995
Year Ended Year Ended (Inception)
December 31, December 31, to Sep 30,
1999 1998 2000
-------- --------- --------
REVENUE $ 0 $ 0 $ 0
--------- --------- --------
EXPENSES
General, Selling
and Administrative $ 125 $ 350 $ 8,671
--------- --------- --------
Total Expenses $ 125 $ 350 $ 8,671
--------- --------- --------
Net Profit/Loss (-) $ -125 $ -350 $ -8,671
--------- --------- --------
Net loss per share -
Basic and diluted
(Note #2) $ NIL $ -.0006 $ -.0014
--------- --------- --------
Weighted average
number of common
shares outstanding 6,000,000 6,000,000 6,000,000
--------- --------- --------
</TABLE>
The accompanying notes are an integral part of these financial
statements
- 5 -
Pure Country
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>
<S> <C> <C> <C> <C>
Additional Accumu-
Common Stock Paid-in lated
Shares Amount Capital Deficit
-------- --------- --------- --------
Balance,
December 31, 1997 25,000 $ 6,196 $ 0 $ -6,196
Net loss year ended
December 31, 1998 -350
--------- --------- -------- ---------
Balance,
December 31, 1998 25,000 $ 6,196 $ 0 $ -6,546
September 21, 1999
Changed from no par
Value to $.001 -6,171 +6,171
September 21, 1999
Forward Stock Split
240 to 1 5,975,000 +5,975 -5,975
Net loss year ended
December 31, 1999 -125
--------- --------- -------- ---------
Balance,
December 31, 1999 6,000,000 $ 6,000 $ 196 $ -6,671
Net Loss January
1, 2000 to
Sep 30, 2000 -2,000
--------- --------- -------- ---------
Balance
Sep 30, 2000 6,000,000 $ 6,000 $ 196 $ -8,671
</TABLE>
The accompanying notes are an integral part of these financial statements
- 6 -
PURE COUNTRY
(A Development Stage Company)
STATEMENT OF CASH FLOWS
<TABLE>
<S> <C> <C> <C> <C>
3 Mos.Ended 3 Mos.Ended 9 Mos.Ended 9 Mos.Ended
Sep 30, Sep 30, Sep 30, Sep 30,
2000 1999 2000 1999
-------- --------- --------- ---------
Cash Flow from
Operating Activities
Net Loss $ -1,000 $ -125 $ -2,000 $ -125
Adjustment to
reconcile
net loss to net cash
provided by
operating
activities
Changes in Assets
and Liabilities
Increase in current
Liabilities
Officers Advances +1,000 +125 +2,000 +125
--------- -------- -------- -------
Net cash used in
operating Activities $ 0 $ 0 $ 0 $ 0
Cash Flows from
Investing Activities 0 0 0 0
Cash Flows from
Financing Activities
Issuance of Common
Stock 0 0 0 0
--------- -------- -------- -------
Net increase
(decrease)
in cash $ 0 $ 0 $ 0 $ 0
Cash, beginning
of period 0 0 0 0
--------- -------- -------- -------
Cash, end of period $ 0 $ 0 $ 0 $ 0
--------- -------- -------- -------
</TABLE>
The accompanying notes are an integral part of these financial
statements
- 7 -
PURE COUNTRY
(A Development Stage Company)
STATEMENT OF CASH FLOWS (CONTINUED)
<TABLE>
<S> <C> <C> <C>
Jul.27,1995
Year Ended Year Ended (Inception)
December 31, December 31, to Sep 30,
1999 1998 2000
---------- ---------- -----------
Cash Flow from
Operating Activities
Net Loss $ -125 $ -350 $ -8,671
Adjustment to
reconcile
net loss to net cash
provided by operating
activities
Changes in Assets
and Liabilities
Increase in current
Liabilities
Officers Advances +125 +350 +2,475
------- -------- ---------
Net cash used in
operating Activities $ 0 $ 0 $ -6,196
Cash Flows from
Investing Activities 0 0 0
Cash Flows from
Financing Activities
Issuance of Common
Stock 0 0 +6,196
------- -------- ---------
Net increase
(decrease)
in cash $ 0 $ 0 $ 0
Cash, beginning
of period 0 0 0
------- -------- ---------
Cash, end of period $ 0 $ 0 $ 0
------- -------- ---------
</TABLE>
The accompanying notes are an integral part of these financial
statements
- 8 -
Pure Country
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
Sep 30, 2000, and December 31, 1999
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized July 27, 1995, under the laws of
the State of Nevada as Pure Country The Company currently
has no operations and in accordance with SFAS #7, is
considered a development company.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Method
The Company records income and expenses on the accrual
method.
Estimates
The preparation of financial statements in conformity
with generally accepted accounting principles requires
management to make estimates and assumptions that
affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported
amounts of revenue and expenses during the reporting
period. Actual results could differ from those
estimates.
Cash and equivalents
The Company maintains a cash balance in a non-interest-
bearing bank that currently does not exceed federally
insured limits. For the purpose of the statements of
cash flows, all highly liquid investments with the
maturity of three months or less are considered to be
cash equivalents. There are no cash equivalents as of
September 30, 2000.
- 9 -
Pure Country
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
Sep 30, 2000, and December 31, 1999
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Income Taxes
Income taxes are provided for using the liability
method of accounting in accordance with Statement of
Financial Accounting Standards No. 109 (SFAS #109)
"Accounting for Income Taxes". A deferred tax asset or
liability is recorded for all temporary difference
between financial and tax reporting. Deferred tax
expense (benefit) results from the net change during
the year of deferred tax assets and liabilities.
Reporting on Costs of Start-up Activities
In April 1998, the American Institute of Certified
Public Accountants issued Statement of Position 98-5
("SOP 98-5"), "Reporting the Costs of Start-up
Activities" which provides guidance on the financial
reporting of start-up costs and organizational costs.
It requires costs of start-up activities and
organization costs to be expensed as incurred. SOP 98-
5 is effective for fiscal years beginning after
December 15, 1998, with initial adoption reported as
the cumulative effect of a change in accounting
principal.
Loss Per Share
Net loss per share is provided in accordance with
Statement of Financial Accounting Standards No. 128
(SFAS #128) "Earnings Per Share". Basic loss per share
is computed by dividing losses available to common
stockholders by the weighted average number of common
shares outstanding during the period. Diluted loss per
share reflects per share amounts that would have
resulted if dilative common stock equivalents had been
converted to common stock. As of September 30, 2000,
the Company had no dilative common stock equivalents
such as stock options.
- 10 -
Pure Country
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
Sep 30, 2000, and December 31, 1999
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Year End
The Company has selected December 31st as its fiscal
year-end.
Year 2000 Disclosure
The year 2000 issue had no effect on this Company.
NOTE 3 - INCOME TAXES
There is no provision for income taxes for the period ended
December 31, 1999, due to the net loss and no state income
tax in Nevada, the state of the Company's domicile and
operations. The Company's total deferred tax asset as of
December 31, 1999, is as follows:
<TABLE>
<S> <C>
Net operation loss carry forward $ 6,671
Valuation allowance $ 6,671
Net deferred tax asset $ 0
</TABLE>
The federal net operating loss carry forward will expire in
2017 to 2019.
- 11 -
Pure Country
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
Sep 30, 2000, and December 31, 1999
NOTE 4 - STOCKHOLDERS' EQUITY
Common Stock
The authorized common stock of the corporation consists of
50,000,000, shares with a par value $.001 per share.
On July 27, 1995, the Company issued 20 shares of its no par
value common stock in consideration of $200.00 in cash to
one of its directors.
On July 27, 1997, the Company issued 24,980 shares of its no
par value common stock in consideration of $5,996.00 in cash
to three additional directors.
On September 21, 1999, the State of Nevada approved the
company's restated Articles of Incorporation, which
increased its capitalization from 25,000 common shares of no
par value to 50,000,000 common shares with a par value of
$.001 and added 10,000,000 preferred shares with a par value
of $.001.
On September 21, 1999, the company forward split its common
stock 240:1, thus increasing the number of outstanding
common shares from 25,000 to 6,000,000 shares.
Preferred Stock
The authorized preferred stock of the corporation consists
of 10,000,000 shares with a par value of $0.001 per share.
NOTE 5 - GOING CONCERN
The Company's financial statements are prepared using generally
accepted accounting principles applicable to a going concern
which contemplates the realization of assets and liquidation of
liabilities in the normal course of business. However, the
Company does not have significant cash or other material assets,
nor does it have an established source of revenues sufficient to
cover its operating costs and to allow it to continue as a going
concern. The stockholders/officers and or directors have
committed to advancing the operating costs of the Company
interest free.
- 12 -
Pure Country
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
Sep 30, 2000, and December 31, 1999
NOTE 6 - RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real or personal
property. An officer of the corporation provides office
services without charge. Such costs are immaterial to the
financial statements and accordingly, have not been
reflected therein. The officers and directors of the Company
are involved in other business activities and may in the
future, become involved in other business opportunities. If
a specific business opportunity becomes available, such
persons may face a conflict in selecting between the Company
and their other business interests. The Company has not
formulated a policy for the resolution of such conflicts.
NOTE 7 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any
additional shares of common or preferred stock.
NOTE 8 - OFFICERS ADVANCES
While the Company was seeking additional capital to advance
it's Business Plan, an officer of the Company has advanced
funds on behalf of the Company to pay for any costs incurred
by it. These funds are interest free.
- 13 -
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, those expectations reflected in 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 June 23, 2000.
The description of the current plan of operation is incorporated
by reference to Section 2 of its amended Form 10-SB.
Competition Pure Country may encounter
Pure Country is an insignificant participant among firms, which
engage in business combinations with financing of development
stage enterprises. There are many established management and
financial consulting companies and venture capital firms which
have significantly greater financial and personnel resources,
technical expertise and experience than Pure Country In view of
our company's limited financial resources and management
availability, it will continue to be at a significant competitive
disadvantage.
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 has
been threatened by or against the Company.
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.
EXHIBITS
3.1 The exhibits, consisting of the Company's Articles of
Incorporation, are attached to the Company's Amended Form 10-SB,
filed on June 23, 2000. These exhibits are incorporated by
reference to that Form.
3.2 The exhibits, consisting of the Company's Bylaws, are
attached to the Company's Amended Form 10-SB, filed on June 23,
2000. These exhibits are incorporated by reference to that Form.
23 Consent of Independent Certified Public Accountant
27 Financial Data Schedule
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.
Pure Country
By: /s/ Lewis Eslick
Lewis Eslick, President
Date: November 14, 2000
