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 ended June 30, 2000
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[] Transition Report under Section 13 or 15(d)of the Exchange Act For the
Transition Period from ________ to ___________
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Commission File Number: 000-30717
Plainview Laboratories, Inc.
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(Exact name of small business issuer as specified in its charter)
Nevada 88-0409261
------------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification
No.)
308 Horn Street
Las Vegas, NV 89107
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(Address of principal executive offices)
(702) 203-8477
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(Issuer's telephone number)
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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 of 1934 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.
Yes [ ] No [X]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDING 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 [ ]
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Securities to be registered under section 12(g)of the Act:
Common Stock, $.001 par value per share, 20,000,000 shares authorized,
1,000,000 issued and outstanding as of June 30, 2000. Preferred Stock,
$.001 par value per share, 5,000,000 shares authorized, none issued nor
outstanding as of June 30, 2000.
Traditional Small Business Disclosure Format (check one) Yes [ ] No [X]
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements................................. 4
Independent Auditors' Report......................... 5
Balance Sheet........................................ 6
Income Statement..................................... 7
Changes in Stockholders' Equity....................... 8
Statement of Cash Flows............................... 9
Footnotes.............................................10-11
Item 2. Management's Discussion and Analysis of Plan
of Operation.......................................... 12
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.................................... 16
Item 2. Changes in Securities and Use of Proceeds............ 16
Item 3. Defaults upon Senior Securities...................... 16
Item 4. Submission of Matters to a Vote
of Security Holders.................................. 16
Item 5. Other Information..................................... 16
Item 6. Exhibits and Reports on Form 8-K...................... 16
Signatures...................................................... 17
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PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
(Financial Statements Commence on Following Page)
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G. BRAD BECKSTEAD
Certified Public Accountant
330 E. Warm Springs
Las Vegas, NV 89119
702.528.1984
425.928.2877 (efax)
INDEPENDENT ACCOUNTANTS' REVIEW REPORT
Board of Directors
Plainview Labratories, Inc.
Las Vegas, NV
I have reviewed the accompanying balance sheet of Plainview Labratories, Inc.
as of June 30, 2000 and the related statements of income, shareholder's
equity, and cash flows for the three-month ended June 30, 2000 and December
31, 1998 (Date of Inception) to June 30, 2000. These financial statements are
the responsibility of the Company's management.
I conducted my reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures
to financial data, and making inquiries of persons responsible for financial
and accounting matters. It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing standards, which
will be performed for the full year with the objective of expressing an
opinion regarding the financial statements taken as a whole. Accordingly, I
do not express such an opinion.
Based on my reviews, I am not aware of any material modifications that should
be made to the accompanying financial statements referred to above for them
to be in conformity with accounting principles generally accepted in the
United States.
/s/ G. Brad Beckstead, CPA
--------------------------
July 31, 2000
Las Vegas, Nevada
License #2701
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Plainview Laboratories, Inc.
(A Development Stage Company)
Balance Sheet
June 30, 2000
<TABLE>
<CAPTION>
BALANCE SHEET
Assets
<S> <C>
Cash $ 858
----------
Total Assets $ 858
==========
Liabilities and Stockholders' Equity
Common stock, $0.001 par value,
20,000,000 shares authorized; 1,000,000
shares issued and outstanding
at 6/30/00 1,000
Deficit accumulated during development stage (142)
----------
Total Stockholders' Equity 858
----------
Total Liabilities and Stockholders' Equity $ 858
==========
</TABLE>
See accompanying "Independent Accountant's Review Report".
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Plainview Laboratories, Inc.
(A Development Stage Company)
Income Statement
For the period
December 31, 1998 (Date of Inception) to
June 30, 2000
<TABLE>
<CAPTION>
INCOME STATEMENT
December 31, 1998
(Inception) to
June 30, 2000
-------------
<S> <C>
Revenue $ -0-
General and administrative expenses (142)
------------
Net loss $ (142)
============
Weighted average number of
common shares outstanding 1,000,000
Net loss per share $ -0-
============
</TABLE>
See accompanying "Independent Accountant's Review Report".
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Plainview Laboratories, Inc.
(A Development Stage Company)
Statement of Changes in Stockholders' Equity
For the period
December 31, 1998 (Date of Inception)
to June 30, 2000
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Deficit
Accumulated
During Total
Common Stock Development Stockholders'
Shares Amount Stage Equity
--------- ------- --------- ---------
<S> <C> <C> <C> <C>
March 31, 2000
Issued for cash 1,000,000 1,000.00 1,000.00
Net Loss
December 31, 1988
(inception) to
June 30, 2000 (142.00) (142.00)
-----------------------------------------------
Balance as of
June 30, 2000 1,000,000 $ 1,000.00 $ (142.00) $858.00
========= ========== ======== =========
</TABLE>
See accompanying "Independent Accountant's Review Report".
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Plainview Laboratories, Inc.
(A Development Stage Company)
Statement of Cash Flows
For the period
December 31, 1998 (Date of Inception)
to June 30, 2000
<TABLE>
<CAPTION>
STATEMENT OF CASH FLOWS
CASH FLOWS USED BY OPERATING ACTIVITIES
<S> <C>
Net loss (142)
--------
Net cash used by operating activities (142)
--------
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash used by investing activities -0-
--------
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of capital stock 1,000
--------
Net cash provided by financing activities 1,000
--------
Beginning cash -0-
--------
Ending cash 858
--------
NON-CASH TRANSACTIONS
Interest expense -0-
Income taxes -0-
</TABLE>
See accompanying "Independent Accountant's Review Report".
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Plainview Laboratories, Inc.
(A Development Stage Company)
Footnotes
Note 1 - History and organization of the company
The Company was organized December 31, 1998 (Date of Inception) under the
laws of the State of Nevada. The Company has no operations and in accordance
with SFAS #7, the Company is considered a development stage company. The
Company is authorized to issue 20,000,000 shares of $0.001 par value common
stock and 5,000,000 of its $0.001 par value common stock.
Note 2 - Summary of significant accounting policies
Accounting policies and procedures have not been determined except as
follows:
1. The Company uses the accrual method of accounting.
2. 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 significantly from those
estimates.
3. 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 June 30, 2000.
4. Earnings per share (EPS) is computed using the weighted average number of
shares of common stock outstanding during the period. Diluted EPS is
computed by dividing net income by the weighted average shares outstanding,
assuming all dilutive potential common shares were issued. Since the Company
has no common shares that are potentially issuable, such as stock options,
convertible preferred stock and warrants, basic and diluted EPS are the same.
The Company had no dilutive common stock equivalents such as stock options as
of June 30, 2000.
5. The Company has not yet adopted any policy regarding payment of
dividends. No dividends have been paid since inception.
6. The Company will review its need for a provision for federal income tax
after each operating quarter and each period for which a statement of
operations is issued.
7. The Company has adopted December 31 as its fiscal year end.
Note 3 - 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 differences between financial and tax reporting.
Deferred tax expenses (benefit) results from the net change during the year
of deferred tax assets and liabilities.
There is no provision for income taxes for the year ended June 30, 2000, due
to the net loss and no state income tax in Nevada.
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Plainview Laboratories, Inc.
(A Development Stage Company)
Footnotes
June 30, 2000
Note 4 - Stockholders' Equity
The Company is authorized to issue 20,000,000 shares of its $0.001 par value
common stock and 5,000,000 shares of its $0.001 par value preferred stock.
On March 14, 2000, the Company issued 1,000,000 shares of its $.001 par value
common stock for cash of $1,000.
There have been no other issuances of common or preferred stock.
Note 5 - Going concern
The Company's financial statements are prepared using the 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 has not commenced its planned principal
operations. Without realization of additional capital, it would be unlikely
for the Company to continue as a going concern.
Note 6 - Related party transactions
The Company does not lease or rent any property. Office services are
provided without charge by a director. 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 stock.
Note 7 - Year 2000 issue
The Year 2000 issue arises because many computerized systems use two digits
rather than four to identify a year. Date-sensitive systems may recognize
the year 2000 as 1900 or some other date, resulting in errors when
information using year 2000 dates is processed. In addition, similar
problems may arise in systems which use certain dates in 1999 to represent
something other than a date. The effects of the Year 2000 issue may be
experienced before, on, or after January 1, 2000, and if not addressed, the
impact on operations and financial reporting may range from minor errors to
significant system failure which could affect an entity's ability to conduct
normal business operations. It is not possible to be certain that all
aspects of the Year 2000 issue affecting the entity, including those related
to the efforts of customers, suppliers, or other third parties will be fully
resolved.
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2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATION
The Company was formed on December 31, 1998, under the laws of the State of
Nevada. The Company has been inactive from the date of inception through
March 14, 2000. At that time, the Company issued 1,000,000 shares of its
$0.001 par value common stock for cash of $1,000. Since the Company has been
inactive since its date of inception, there has been no costs to the Company.
Management recognizes that the Company needs to be further capitalized before
it can initiate its business plan. 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, however, the intent of the Company to seek to raise
additional capital via a private placement offering pursuant to Regulation "D"
Rule 505 or 506 or a private placement.
The Company does not have any preliminary agreements or understandings
between the company and its stockholders/officers and directors with respect to
loans or financing to operate the company. The Company currently has no
arrangements or commitments for accounts and accounts receivable financing.
There can be no assurance that any such financing can be obtained or, if
obtained, that it will be on reasonable terms.
This is a developmental stage company. The Company hopes to produce
generic pharmaceutical products, through contract laboratories and
manufacturing facilities, for pharmaceutical products that have lost their
innovator patent, and where no other generics for these products are currently
available on the market. If successful, the Company plans to distribute this
product into the marketplace through drug wholesalers, chain pharmacies and
State Medicaid programs.
It is the Company's intention to enter the marketplace with the first
versions of generic drugs, after their innovator patents have expired. There
are no guarantees that other generic pharmaceuticals could not enter the
market first with a similar product beforehand. Other companies could be
developing a similar product; if they enter the market first, this would
dramatically curtail any earnings potential for the Company. Additionally, a
superior competitive product could force the Company out of business.
As of June 30, 2000, the Company has yet to generate any revenues. In
addition, the Company does not expect to generate any revenues over the
next approximately twenty-four months.
Management believes that the Company's future growth and success
will be largely dependent on its ability to obtain an ANDA (Abbreviated New
Drug Application) from the FDA to produce and market a pharmaceutical
product where the patent on the brand name product has expired, and then
subsequently market a generic version.
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The Company has not incurred any research and development costs from
December 31, 1998 (date of inception) through June 30, 2000. The for
Research activities are not expected to be borne by any of the Company's
customers, of which there are none, but rather by the Company.
Management does not anticipate any significant changes in the number of its
employees over the next approximately twelve (12) months.
Going Concern - The Company experienced operating losses for the period
Ended June 30, 2000. The financial statements have been prepared assuming
the Company will continue to operate as a going concern which contemplates
the realization of assets and the settlement of liabilities in the normal
course of business. No adjustment has been made to the recorded amount of
assets or the recorded amount or classification of liabilities which would be
required if the Company were unable to continue its operations
Unclassified Balance Sheet - In accordance with the provisions of SFAS
No. 53, the Company has elected to present an unclassified balance sheet.
Earnings per share (EPS) is computed using the weighted average number
of shares of common stock outstanding during the period. Diluted EPS is
computed by dividing net income by the weighted average shares outstanding,
assuming all dilutive potential common shares were issued. Since the
Company has no common shares that are potentially issuable, such as
stock options, convertible preferred stock and warrants, basic and diluted
EPS are the same. The Company had no dilutive common stock equivalents such as
stock options as of June 30, 2000.
The Company has not pursued or explored any opportunities for an acquisition
or merger. This does not preclude that the Company may not explore any
opportunities in the future.
Results of Operations
As of June 30, 2000, the Company has yet to generate any revenues. In
addition, the Company does not expect to generate any revenues over the
next approximately to twenty-four (24) months.
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Plan of Operation
This is a developmental stage company. Through contract laboratories
and manufacturing facilities, the Company hopes to produce generic
pharmaceutical products for pharmaceuticals that have lost their innovator
patent and for which no other generics are currently available on the market.
If successful, the Company plans to distribute these products in the general
marketplace through drug wholesalers, chain pharmacies and State Medicaid
programs.
Although it is the Company's intention to enter the marketplace with
the first versions of generic drugs after their innovator patents have expired,
there are no guarantees that other generic pharmaceuticals could not enter the
market first with a similar product beforehand. Other companies could be
developing a similar product; if they enter the market first, this would
dramatically curtail any earnings potential for the Company. Additionally, a
superior competitive product could force the Company out of business.
Liquidity and Capital Resources
The Company was formed on December 31, 1998, under the laws of the
State of Nevada. The Company issued 1,000,000 shares of its $0.001 par value
common stock for cash of $1,000. The Company has been inactive from the date
of inception through March 14, 2000, at which time it better developed its
business plan. As the Company has been inactive since its date of inception,
it has incurred no costs. Management recognizes that the Company needs to be
further capitalize before it can initiate its business plan. 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, however, the intent of the
Company to seek to raise additional capital via a private placement offering
pursuant to Regulation "D" Rule 505 or 506 or a private placement.
The Company does not have any preliminary agreements or understandings
between with its stockholders/officers and directors with respect to loans or
financing to operate the company. The Company currently has no arrangements or
commitments for accounts and accounts receivable financing. There can
be no assurance that any such financing can be obtained or, if obtained, that
it will be on reasonable terms.
The Company currently has one (1) employee: one President. All of the
research and development with be subcontracted to outside laboratories and a
manufacturing facility. This subcontracting will be coordinated by the
President of the Company. If the company can obtain an ANDA from the
FDA for a generic pharmaceutical product, at that time the Company will either
consider adding more employees, or selling its rights to market the product to
another Company.
The Company has no material commitments for capital expenditures nor
does it foresee the need for such expenditures over the next year. It does not
expect to purchase or sell any of its facilities or equipment and because of
its intention to sub-contract all of its development and research work to other
companies, management does not believe there is any need to bear the expense of
leasing office facilities.
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Management feels that this arrangement is suitable given the limited nature
of the Company's current operations, and further that this will remain the
case for the next twenty-four (24) months. There are currently no proposed
programs for renovating, improving or developing the facilities currently being
used by the Company.
Furthermore, the Company does not currently own nor has it made any
investments in real estate, including real estate mortgages, and does not
intend to make such investments in the near future.
Market For Company's Common Stock
The common stock of the Company is currently not traded on the OTC Bulletin
Board or any other formal or national securities exchange. There is no
trading market for the Company's Common Stock at present and there has been no
trading market to date. At this time, management has not undertaken any
discussions, preliminary or otherwise, with any prospective market maker
concerning the participation of such market maker in the aftermarket for the
Company's securities, but the Company may initiate such discussions in the
future. In addition, being a start-up, there is no fiscal history to disclose.
Similarly, there is currently no Common Stock which is subject to outstanding
options or warrants to purchase, or securities convertible into, the Company's
Common Stock, as there is no common Stock of the Company which could be sold
under Rule 144 under the Securities Act of 1933, as amended, or that
the registrant has agreed to register for sale by the security holders.
There is likewise no common equity that is being or is proposed to be publicly
offered by the registrant, the offering of which could have a material effect
on the market price of the issuer's common equity.
Dividend Policy
The Company has never paid or declared any dividend on its Common Stock
and does not anticipate paying cash dividends in the foreseeable future.
Forward-Looking Statements
This Form 10-QSB includes "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended. All statements, other
than statements of historical facts, included or incorporated by reference
in this Form 10-QSB which address activities, events or developments which the
Company expects or anticipates will or may occur in the future, including such
things as future capital expenditures (including the amount and nature
thereof), finding suitable merger or acquisition candidates, expansion and
growth of the Company's business and operations, and other such matters are
forward-looking statements. These statements are based on certain assumptions
and analyses made by the Company in light of its experience and its perception
of historical trends, current conditions and expected future developments as
well as other factors it believes are appropriate in the circumstances.
However, whether actual results or developments will conform with the Company's
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Forward-Looking Statements (Cont'.)
expectations and predictions is subject to a number of risks and uncertainties,
general economic market and business conditions; the business opportunities (or
lack thereof) that may be presented to and pursued by the Company; changes in
laws or regulation; and other factors, most of which are beyond the control of
the Company. Consequently, all of the forward-looking statements made in this
Form 10-QSB are qualified by these cautionary statements and there can be no
assurance that the actual results or developments anticipated by the Company
will be realized or, even if substantially realized, that they will have the
expected consequence to or effects on the Company or its business or
operations. The Company assumes no obligations to update any such forward-
looking statements.
PART II OTHER INFORMATION
ITEM 1. Legal Proceedings
The Company is not a party to any legal proceedings.
ITEM 2. Changes in Securities and Use of Proceeds
None.
ITEM 3. Defaults upon Senior Securities
None.
ITEM 4. Submission of Matters to a Vote of Security Holders
During the quarter ended June 30, 2000, no matters were submitted to
the Company's security holders.
ITEM 5. Other Information
None.
ITEM 6. Exhibits and Reports on Form 8-K
None.
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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.
Plainview Laboratories, Inc.
-----------------------------
(Registrant)
By: /s/ Juliann DeStefano
---------------------------
Juliann DeStefano, Chairman of the Board,
President and Chief Executive Officer
Dated: August 8, 2000
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