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 ended
September 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
To
Commission file number 0-30343
IRVING CAPITAL, CORP.
(Exact name of registrant as specified in its charter)
Delaware 13-4078836
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
39 Broadway, Suite 2250, New York, NY 10006
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(Address of principal executive offices (zip code))
212/425-8200
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(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the last 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 X No
Indicate the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.
Class Outstanding at September 30, 2000
Common Stock, par value $0.0001 5,000,000
ITEM 1. FINANCIAL STATEMENTS
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IRVING CAPITAL, CORP.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
FOR THE PERIOD ENDED SEPTEMBER 30, 2000
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IRVING CAPITAL, CORP.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
FOR THE PERIOD FROM INCEPTION TO SEPTEMBER 30, 2000
(SEE ACCOUNTANTS' REVIEW REPORT)
CONTENTS
Page
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Accountants' Review Report 1.
Financial Statements:
Balance Sheet 2.
Statement of Income and Accumulated Deficit 3.
Statement of Changes in Stockholders' Equity 4.
Statement of Cash Flows 5.
Notes to Financial Statements 6.
COHEN & KAMENY CPA'S PLLC
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COHEN & KAMENY CPA'S PLLC
3530 HENRY HUDSON PARKWAY, SUITE B
RIVERDALE, NY 10463
(718) 548-7200 FAX (718) 796-0184
ELI COHEN, CPA
DAVID KAMENY, CPA
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Accountants' Review Report
To The Board of Directors
Irving Capital, Corp.
We have reviewed the accompanying balance sheet of Irving Capital, Corp. (a
Delaware corporation) as of September 30, 2000 and the related statements of
operations and accumulated deficit, stockholders' equity and cash flows for the
period from inception (September 8, 1999) to September 30, 2000 in accordance
with standards established by the American Institute of Certified Public
Accountants. All information included in these financial statements is the
representation of the management of Irving Capital, Corp.
A review consists principally of inquiries of company personnel and analytical
procedures applied to financial data. It is substantially less in scope than an
audit in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion regarding the financial statements taken
as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements in order for them to be in
conformity with generally accepted accounting principles.
COHEN & KAMENY CPA'S PLLC
Riverdale, New York
November 7, 2000
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IRVING CAPITAL, CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS OF SEPTEMBER 30, 2000
(SEE ACCOUNTANTS' REVIEW REPORT)
CURRENT ASSETS:
Cash $ 635.
TOTAL CURRENT ASSETS: 635.
--------
TOTAL ASSETS $ 635.
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LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:
$ --
-------
TOTAL LIABILITIES: --
-------
STOCKHOLDERS' EQUITY:
Common stock, $.0001 par value,
10,000,000 shares authorized,
5,000,000 issued and outstanding $ 500.
Additional paid in capital 225.
Accumulated Deficit (90).
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TOTAL STOCKHOLDERS' EQUITY: 635.
--------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 635.
========
The accompanying notes are an integral part of these financial statements
Page 2.
COHEN & KAMENY CPA'S PPLC
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IRVING CAPITAL, CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF INCOME AND ACCUMULATED DEFICIT
FOR THE PERIOD FROM INCEPTION TO SEPTEMBER 30, 2000
(SEE ACCOUNTANTS' REVIEW REPORT)
NET SALES $ --
COST OF SALES --
GROSS PROFIT --
------------
OPERATING EXPENSES (90).
(LOSS) FROM OPERATIONS (90).
------------
NET (LOSS) (90).
------------
ACCUMULATED DEFICIT - BEGINNING OF PERIOD --
ACCUMULATED DEFICIT - END OF PERIOD $ (90).
============
NET (LOSS) PER SHARE: $(0.000018).
============
The accompanying notes are an integral part of these financial statements.
Page 3.
COHEN & KAMENY CPA'S PPLC
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IRVING CAPITAL, CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM INCEPTION TO SEPTEMBER 30, 2000
(SEE ACCOUNTANTS' REVIEW REPORT)
Additional
Common Paid-in Accumulated
Stock Capital Deficit
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Balances at inception -
September 8, 1999 -- -- --
Common stock subscribed 500. 225. --
Net (loss) -- -- (90).
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Balances at September 30, 2000 500. 225. (90).
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The accompanying notes are an integral part of these financial statements.
Page 4.
COHEN & KAMENY CPA'S PLLC
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IRVING CAPITAL, CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM INCEPTION TO SEPTEMBER 30, 2000
(SEE ACCOUNTANTS' REVIEW REPORT)
CASH FLOWS FROM OPERATING ACTIVITIES:
Operating expenses $ (90).
---------
NET CASH (USED) BY OPERATING ACTIVITIES (90).
---------
CASH FLOWS FROM INVESTING ACTIVITIES:
--
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NET CASH PROVIDED BY INVESTING ACTIVITIES --
---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Common stock issued pursuant to stock subscription agreement 725.
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NET CASH PROVIDED BY FINANCING ACTIVITIES 725.
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NET INCREASE IN CASH & CASH EQUIVALENTS $ 635.
Cash - at beginning of period --
---------
CASH & CASH EQUIVALENTS - AT END OF PERIOD $ 635.
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The accompanying notes are an integral part of these financial statements.
Page 5.
COHEN & KAMENY CPA'S PPLC
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IRVING CAPITAL, CORP.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD FROM INCEPTION TO SEPTEMBER 30, 2000
NOTE 1 - DESCRIPTION OF THE COMPANY'S BUSINESS:
Irving Capital, Corp. (the Company) was incorporated on September 8,
1999 in the state of Delaware. The Company was formed in order to seek
business opportunities and is currently a "shell" with no business
operations. As of the date of these financial statements all of the
Company's operations have been organizational in nature and as a
result it must be considered in its developmental stage.
The Company's current business plan is to seek out business
opportunities and to pursue other related activities intended to
enhance shareholder value. The Company will be seeking opportunities,
which will probably be in the form of a merger with a foreign or
domestic private issuer that wishes to become a reporting issuer.
However, the Company will explore opportunities, which may take the
form of a purchase, exchange of stock, or encompass entities such as a
corporation, joint venture or partnership. This includes industries
such as service, finance, natural resources, manufacturing, high
technology, product development, medical, communications and others.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
The Company's accounting policies are in accordance with generally
accepted accounting principles. Outlined below are those policies
considered significant.
(a) Statement of cash flows:
For purposes of the statement of cash flows, the company considers all
highly liquid investments purchased with an original maturity of three
months or less to be cash equivalents.
NOTE 3 - CAPITAL STOCK:
As part of the Company's initial organization the Company was
authorized to issue 10,000,000 shares of its $ .0001 par value common
stock. Subsequent to its formation the Company entered into
subscription agreements authorizing the issuance of 5,000,000 shares
of it's $ .0001 par value common stock. The subscription agreements
were completed on March 7, 2000 when the Company received payments for
the shares.
Page 6.
Cohen & Kameny CPA's PLLC
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The Company has registered its common stock on a Form 10-SB
registration statement filed pursuant to the Securities Exchange Act
of 1934 (the "Exchange Act") and Rule 12(g) thereof. The Company files
with the Securities and Exchange Commission periodic and episodic
reports under Rule 13(a) of the Exchange Act, including quarterly
reports on Form 10-QSB and annual reports Form 10-KSB. As a reporting
company under the Exchange Act, the Company may register additional
securities on Form S-8 (provided that it is then in compliance with
the reporting requirements of the Exchange Act) and on Form S-3
(provided that is has during the prior 12 month period timely filed
all reports required under the Exchange Act), and its class of common
stock registered under the Exchange Act may be traded in the United
States securities markets provided that the Company is then in
compliance with applicable laws, rules and regulations, including
compliance with its reporting requirements under the Exchange Act. The
Company was formed to engage in a merger with or acquisition of an
unidentified foreign or domestic private company which desires to
become a reporting ("public") company whose securities are qualified
for trading in the United States secondary market. The Company meets
the definition of a "blank check" company contained in Section
(7)(b)(3) of the Securities Act of 1933, as amended. Management
believes that there are perceived benefits to being a reporting
company with a class of publicly-traded securities which may be
attractive to foreign and domestic private companies. These benefits
are commonly thought to include: (1) the ability to use registered
securities to make acquisition of assets or businesses; (2) increased
visibility in the financial community; (3) the facilitation of
borrowing from financial institutions; (4) improved trading
efficiency; (5) shareholder liquidity; (6) greater ease in
subsequently raising capital; (7) compensation of key employees
through options for stock for which there is a public market; (8)
enhanced corporate image; and, (9) a presence in the United States
capital market. A private company which may be interested in a
business combination with the Company may include (1) a company for
which a primary purpose of becoming public is the use of its
securities for the acquisition of assets or businesses; (2) a company
which is unable to find an underwriter of its securities or is unable
to find an underwriter of securities on terms acceptable to it; (3) a
company which wishes to become public with less dilution of its common
stock than would occur normally upon an underwriting; (4) a company
which believes that it will be able obtain investment capital on more
favorable terms after it has become public; (5) a foreign company
which may wish an initial entry into the United States securities
market; (6) a special situation company, such as a company seeking a
public market to satisfy redemption requirements under a qualified
Employee Stock Option Plan; and (7) a company seeking one or more of
the other benefits believed to attach to a public company. Management
is actively engaged in seeking a qualified private company as a
candidate for a business combination. The Company is authorized to
enter into a definitive agreement with a wide variety of private
businesses without limitation as to their industry or revenues. It is
not possible at this time to predict with which private company, if
any, the Company will enter into a definitive agreement or what will
be the industry, operating history, revenues, future prospects or
other characteristics of that company. As of March 31, 2000,
management had not made any final decision concerning or entered into
any agreements for a business combination. See "SUBSEQUENT EVENTS"
below. When any such agreement is reached or other material fact
occurs, the Company will file notice of such
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agreement or fact with the Securities and Exchange Commission on Form
8-K. Persons reading this Form 10-QSB are advised to see if the
Company has subsequently filed a Form 8-K. The current shareholders of
the Company have agreed not to sell or otherwise transfer any of their
common stock of the Company except in connection with a business
combination. The Company does not intend to trade its securities in
the secondary market until completion of a business combination. It is
anticipated that immediately following such occurrence the Company
will cause its common stock to be listed or admitted to quotation on
the NASD OTC Bulletin Board or, if it then meets the financial and
other requirements thereof, on the Nasdaq SmallCap Market, National
Market System or a regional or national exchange.
SUBSEQUENT EVENTS
Not applicable.
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no legal proceedings against the Company and the Company is
unaware of such proceedings contemplated against it.
ITEM 2. CHANGES IN SECURITIES
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits Exhibit 4
-- Certificate of Incorporation filed as an exhibit to the Company's
registration statement on Form 10-SB (File No. 0-30343) filed on June
12, 2000 which is incorporated herein by reference.
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-- By-Laws filed as an exhibit to the Company's registration statement
on Form 10-SB (File No. 0-30343) filed on June 12, 2000 which is
incorporated herein by reference.
(b) Reports on Form 8-K
There were no reports on Form 8-K filed by the Company during the quarter
ended September 30, 2000.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
IRVING CAPITAL, CORP.
By: /s/ Mark Elenowitz
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Mark Elenowitz, CEO
Dated: November 8, 2000
