Securities and Exchange Commission
Washington, D.C. 20549
--------------
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended June 30, 2000 Commission File Number:
HARTLAND INVESTMENTS INC.
(Exact name of small business registrant as specified in its charter)
Delaware 98-0221494
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9521 21 Street S.E., Calgary, Alberta, T2C 4B1
(Address and telephone number of principal executive offices)
Securities to be registered under Section 13 of the Act: NONE
Securities to be registered under Section 15(d) of the Act:
Common Stock, par value of $.0001 per share
Yarek Bartosz, 9521 21 Street S.E., Calgary, Alberta, T2C 4B1 403.720.8550
(Name, address and telephone number of agent for service)
<PAGE>
HARTLAND INVESTMENTS INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
June 30, 2000
December 31, 1999
<PAGE>
TABLE OF CONTENTS
PAGE
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ACCOUNTANT'S LETTER 1
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BALANCE SHEET - ASSETS 2
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BALANCE SHEET - LIABILITIES AND STOCKHOLDERS' EQUITY 3
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STATEMENT OF OPERATIONS 4-5
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STATEMENT OF STOCKHOLDERS' EQUITY 6
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STATEMENT OF CASH FLOWS 7-8
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NOTES TO FINANCIAL STATEMENTS 9-12
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<PAGE>
INDEPENDENT AUDITORS' REPORT
----------------------------
Board of Directors August 14, 2000
HARTLAND INVESTMENTS INC.
Calgary, Alberta, Canada
I have audited the accompanying Balance Sheet of HARTLAND INVESTMENTS
INC. (A Development Stage Company), as of June 30, 2000, and December 31, 1999,
and the related statement of stockholders' equity for June 30, 2000, and
December 31, 1999, and the related statements of operations and cash flows for
the three months ended June 30, 2000, and June 30, 1999, for the six months
ended June 30, 2000, and June 30, 1999, the year ended December 31, 1999, the
period May 26, 1998 to December 31, 1998, and the period May 26, 1998
(inception), to June 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 HARTLAND INVESTMENTS
INC. (A Development Stage Company), as of June 30, 2000, and December 31, 1999,
and the related statement of stockholders' equity for June 30, 2000, and
December 31, 1999, and the related statements of operations and cash flows for
the three months ended June 30, 2000, and June 30, 1999, for the six months
ended June 30, 2000, and June 30, 1999, the year ended December 31, 1999, the
period May 26, 1998 to December 31, 1998, and the period May 26, 1998
(inception), to June 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
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<PAGE>
HARTLAND INVESTMENTS INC.
(A Development Stage Company)
BALANCE SHEET
-------------
ASSETS
------
6 Mos. Ending Year Ended
June 30, 2000 Dec. 31, 1999
------------- -------------
CURRENT ASSETS
Cash $ 0 $ 802
------------- -------------
TOTAL CURRENT ASSETS $ 0 $ 802
------------- -------------
OTHER ASSETS $ 0 $ 0
------------- -------------
TOTAL OTHER ASSETS $ 0 $ 0
------------- -------------
TOTAL ASSETS $ 0 $ 802
------------- -------------
The accompanying notes are an integral part of these financial statements
- 2 -
<PAGE>
HARTLAND INVESTMENTS INC.
(A Development Stage Company)
BALANCE SHEET
-------------
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
6 Mos. Ending Year Ended
June 30, 2000 Dec. 31, 1999
------------- -------------
CURRENT LIABILITIES
Officers Advances (Note #8) $ 823 $ 625
------------- -------------
TOTAL CURRENT LIABILITIES $ 823 $ 625
------------- -------------
STOCKHOLDERS EQUITY (Note #4)
Preferred stock, $.0001 par value
Authorized 20,000,000 shares
issued and outstanding at
June 30, 2000 - None $ 0
Common stock, $.0001 par value
authorized 80,000,000 shares
issued and outstanding at
December 31, 1999 - 1,250,000 shares $ 125
June 30, 2000 - 1,250,000 shares 125
Additional paid in Capital 762 762
Accumulated loss during
the development stage -1,710 -710
------------- -------------
TOTAL STOCKHOLDERS' EQUITY $ -823 $ 177
------------- -------------
TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY $ 0 $ 802
------------- -------------
The accompanying notes are an integral part of these financial statements
- 3 -
<PAGE>
<TABLE>
<CAPTION>
HARTLAND INVESTMENTS INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
-----------------------
3 Mos. Ended 3 Mos. Ended 6 Mos. Ended 6 Mos. Ended
June 30, 2000 June 30, 1999 June 30, 2000 June 30, 1999
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
REVENUE $ 0 $ 0 $ 0 $ 0
------------- ------------- ------------- -------------
EXPENSES
General, Selling
and Administrative $ 1,000 $ 0 $ 1,000 $ 0
------------- ------------- ------------- -------------
Total Expenses $ 1,000 $ 0 $ 1,000 $ 0
------------- ------------- ------------- -------------
Net Profit/Loss (-)
from Operations $ -1,000 $ 0 $ -1,000 $ 0
------------- ------------- ------------- -------------
Interest Income $ 0 $ 7 $ 0 $ 14
------------- ------------- ------------- -------------
Net Income/Loss $ -1,000 $ 7 $ -1,000 $ 14
------------- ------------- ------------- -------------
Net Loss per share -
Basic and diluted
(Note #2) $ -.0008 $ NIL $ -.0008 $ NIL
------------- ------------- ------------- -------------
Weighted average
number of common
shares outstanding 1,250,000 1,250,000 1,250,000 1,250,000
------------- ------------- ------------- -------------
</TABLE>
The accompanying notes are an integral part of these financial statements
- 4 -
<PAGE>
<TABLE>
<CAPTION>
HARTLAND INVESTMENTS INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS (Continued)
-----------------------------------
May 26, 1998 May 26, 1998
Year Ended (Inception) to (Inception) to
Dec. 31, 1999 Dec, 31, 1998 June 30, 2000
-------------- -------------- --------------
<S> <C> <C> <C>
REVENUE $ 0 $ 0 $ 0
-------------- -------------- --------------
EXPENSES
General, Selling
and Administrative $ 0 $ 742 $ 1,742
-------------- -------------- --------------
Total Expenses $ 0 $ 742 $ 1,742
-------------- -------------- --------------
Net Profit/Loss (-)
from operations $ 0 $ -742 $ -1,742
-------------- -------------- --------------
Interest Income $ 32 $ 0 $ 32
-------------- -------------- --------------
Net Income/Loss $ 32 $ -742 $ -1,710
-------------- -------------- --------------
Net Loss per share -
Basic and diluted
(Note #2) $ NIL $ -.0006 $ -.0014
-------------- -------------- --------------
Weighted average
number of common
shares outstanding 1,250,000 1,250,000 1,250,000
-------------- -------------- --------------
</TABLE>
The accompanying notes are an integral part of these financial statements
- 5 -
<PAGE>
HARTLAND INVESTMENTS INC.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
--------------------------------------------
Common Stock Additional Accumu-
------------ Paid-In lated
Shares Amount Capital Deficit
---------- ---------- ---------- ----------
Balance,
December 31, 1998 1,250,000 $ 125 $ 762 $ -742
Net Profit, Year Ended
December 31, 1999 +32
---------- ---------- ---------- ----------
Balance,
December 31, 1999 1,250,000 $ 125 $ 762 $ -710
Net Loss
January 1, 2000, to
June 30, 2000 -1,000
---------- ---------- ---------- ----------
Balance,
June 30, 2000 1,250,000 $ 125 $ 762 $ -1,710
---------- ---------- ---------- ----------
The accompanying notes are an integral part of these financial statements
- 6 -
<PAGE>
<TABLE>
<CAPTION>
HARTLAND INVESTMENTS INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
-----------------------
3 Mos. Ended 3 Mos. Ended 6 Mos. Ended 6 Mos. Ended
June 30, 2000 June 30, 1999 June 30, 2000 June 30, 1999
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Cash Flow from
Operating Activities
Net Loss $ -1,000 $ +7 $ -1,000 $ +14
Adjustment to reconcile
net loss to net cash
provided by operating
activities
Issued stock for services 0 0 0 0
Changes in Assets
and Liabilities
Increase in current
Liabilities
Officers Advances +198 0 +198 0
------------- ------------- ------------- -------------
Net cash used in
Operating Activities $ -802 $ $ -802 $ +14
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 $ -802 $ +7 $ -802 $ +14
Cash,
beginning of period 802 770 802 770
------------- ------------- ------------- -------------
Cash,
end of period $ 0 $ 777 $ 0 $ 784
------------- ------------- ------------- -------------
</TABLE>
The accompanying notes are an integral part of these financial statements
- 7 -
<PAGE>
<TABLE>
<CAPTION>
HARTLAND INVESTMENTS INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS (CONTINUED)
-----------------------------------
May 26, 1998 May 26, 1998
Year Ended (Inception) to (Inception) to
Dec. 31, 1999 Dec, 31, 1998 June 30, 2000
-------------- -------------- --------------
<S> <C> <C> <C>
Cash Flow from
Operating Activities
Net Loss $ +32 $ -742 $ -1,710
Adjustment to reconcile
net loss to net cash
provided by operating
activities
Issued stock for services 0 +117 +117
Changes in Assets
and Liabilities
Increase in current
Liabilities
Officers Advances 0 +625 +823
-------------- -------------- --------------
Net cash used in
operating Activities $ +32 $ 0 $ -770
Cash Flows from
Investing Activities 0 0 0
Cash Flows from
Financing Activities
Issuance of Common
Stock 0 +770 +770
-------------- -------------- --------------
Net increase
(decrease)
in cash $ +32 $ 770 $ 0
Cash,
beginning of period 770 0 0
-------------- -------------- --------------
Cash,
end of period $ 802 $ 770 $ 0
-------------- -------------- --------------
</TABLE>
The accompanying notes are an integral part of these financial statements
- 8 -
<PAGE>
HARTLAND INVESTMENTS INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
-----------------------------
June 30, 2000, and December 31, 1999
NOTE #1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized May 26, 1998, under the laws of the State of
Delaware, as HARTLAND INVESTMENTS INC. The Company currently has no
operations and, in accordance with SFAS #7, is considered a development
stage 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 December 31, 1999, or June 30, 2000.
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.
- 9 -
<PAGE>
HARTLAND INVESTMENTS INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
-----------------------------------------
June 30, 2000, and December 31, 1999
NOTE #2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Reporting on Costs of Start-Up Activities
-----------------------------------------
Statement of Position 98-5 ("SOP 98-5"), "Reporting on the
Costs of Start-Up Activities" which provides guidance on the
financial reporting of start-up costs and organization costs.
It requires most costs of start-up activities and organization
costs to be expensed as incurred. With the adoption of SOP
98-5, there has been little or no effect on the company's
financial statements.
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 June 30, 2000, the Company
had no dilutive common stock equivalents such as stock
options.
Year End
--------
The Company has selected December 31st as its year-end.
Year 2000 Disclosure
--------------------
The Y2K issued had no effect on this Company.
NOTE #3 - INCOME TAXES
There is no provision for income taxes for the period ended June 30,
2000. The Company's total deferred tax asset as of December 31, 1999,
is as follows:
Net operation loss carry forward $ 710
Valuation allowance $ 710
Net deferred tax asset $ 0
- 10 -
<PAGE>
HARTLAND INVESTMENTS INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
-----------------------------------------
June 30, 2000, and December 31, 1999
NOTE #3 - INCOME TAXES (CONTINUED)
The federal net operating loss carry forward will expire between 2014
and 2019.
This carry forward may be limited upon the consummation of a business
combination under IRC Section 381.
NOTE #4 - STOCKHOLDERS' EQUITY
Common Stock
------------
The authorized common stock of HARTLAND INVESTMENTS INC. INC.
consists of 80,000,000 shares, with a par value of $0.0001 per
share.
Preferred Stock
---------------
HARTLAND INVESTMENTS INC. has authorized preferred stock of
20,000,000 shares, with a par value of $0.0001 per share.
On June 1, 1998, the Company issued 1,173,000 shares of its
$0.0001 par value common stock for services of $117.00.
On October 30, 1998, the Company issued 77,000 shares of its
$0.0001 par value common stock for $770.00 in cash.
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. It is the intent of the
Company to seek a merger with an existing, operating company.
- 11 -
<PAGE>
HARTLAND INVESTMENTS INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
-----------------------------
June 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 is seeking additional capital through a merger with
an existing company, 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.
- 12 -
