U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
Quarterly Report Under
the Securities Exchange Act of 1934
For Quarter Ended: September 30, 2000
Commission File Number: 000-31677
LEGENDS ENTERPRISES, INC.
(Exact name of small business issuer as specified in its charter)
Oregon
(State or other jurisdiction of incorporation or organization)
93-1179335
(IRS Employer Identification No.)
18848 SE Highway 212
Clackamas, Oregon
(Address of principal executive offices)
97015
(Zip Code)
(503) 658-7994
(Issuer's Telephone Number)
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 ____.
The number of shares of the registrant's only class of common stock issued and
outstanding, as of September 30, 2000, was 500,000 shares.
<PAGE>
PART I
ITEM 1. FINANCIAL STATEMENTS.
The unaudited financial statements for the nine month period
ended September 30, 2000, are attached hereto.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with
the Company's unaudited financial statements and notes thereto included herein.
The Company generated no revenues during the nine month period ended September
30, 2000. Management of the Company anticipates that the Company will not
generate any significant revenues until the Company accomplishes its business
objective of merging with a nonaffiliated entity or acquiring assets from the
same.
In connection with, and because it desires to take advantage
of, the "safe harbor" provisions of the Private Securities Litigation Reform Act
of 1995, the Company cautions readers regarding certain forward looking
statements in the following discussion and elsewhere in this report and in any
other statement made by, or on the behalf of the Company, whether or not in
future filings with the Securities and Exchange Commission. Forward looking
statements are statements not based on historical information and which relate
to future operations, strategies, financial results or other developments.
Forward looking statements are necessarily based upon estimates and assumptions
that are inherently subject to significant business, economic and competitive
uncertainties and contingencies, many of which are beyond the Company's control
and many of which, with respect to future business decisions, are subject to
change. These uncertainties and contingencies can affect actual results and
could cause actual results to differ materially from those expressed in any
forward looking statements made by, or on behalf of, the Company. The Company
disclaims any obligation to update forward looking statements.
Plan of Operation
The Company intends to seek to acquire assets or shares of an entity
actively engaged in business, in exchange for its securities. As of the date of
this report, management of the Company has had preliminary discussions with
potential merger or acquisition candidates, but there is no definitive agreement
between the Company and any third party relevant thereto. In the event the
Company does enter into an agreement with such a third party, the Board of
Directors does intend to obtain certain assurances of value of the target entity
assets prior to
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consummating such a transaction, with further assurances that an audited
financial statement would be provided within sixty days after closing of such a
transaction. Closing documents relative thereto will include representations
that the value of the assets conveyed to or otherwise so transferred will not
materially differ from the representations included in such closing documents,
or the transaction will be voidable.
The Company has no full time employees. The Company's
President and Secretary/Treasurer have agreed to allocate a portion of their
time to the activities of the Company, without compensation. These officers
anticipate that the business plan of the Company can be implemented by their
devoting approximately 20 hours per month to the business affairs of the Company
and, consequently, conflicts of interest may arise with respect to the limited
time commitment by such officers.
Because the Company presently has nominal overhead or other
material financial obligations, management of the Company believes that the
Company's short term cash requirements can be satisfied by management injecting
whatever nominal amounts of cash into the Company to cover these incidental
expenses. There are no assurances whatsoever that any additional cash will be
made available to the Company through any means.
Liquidity and Capital Resources
The Company presently has nominal cash or cash equivalents.
Because the Company is not required to pay rent or salaries to any of its
officers or directors, management believes that the Company has sufficient funds
to continue operations through the foreseeable future.
The Company's securities are currently not liquid. There are
no market makers in the Company's securities and it is not anticipated that any
market will develop in the Company's securities until such time as the Company
successfully implements its business plan of engaging in a business opportunity,
either by merger or acquisition of assets. The Company presently has no liquid
financial resources to offer such a candidate and must rely upon an exchange of
its stock to complete such a merger or acquisition.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS - NONE
ITEM 2. CHANGES IN SECURITIES - NONE
ITEM 3. DEFAULTS UPON SENIOR SECURITIES - NONE
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION - NONE.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K -
(a) Exhibits
EX-27 Financial Data Schedule
(b) Reports on Form 8-K
None.
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<TABLE>
LEGENDS ENTERPRISES, INC.
(formerly Legends Diagnostic, Inc.)
(a development stage company)
BALANCE SHEET
ASSETS
<CAPTION>
September 30, December 31,
2000 1999
----------- -----------
(unaudited)
<S> <C> <C>
Cash $ - $ -
--------- ---------
Total assets $ - $ -
========= =========
STOCKHOLDERS' EQUITY
Stockholders' equity:
Common stock, $.001 par value
100,000,000 shares authorized
500,000 shares issued and outstanding $ 500 $ 500
Preferred stock, no par value
25,000,000 shares authorized
no shares issued and outstanding - -
Deficit accumulated during the development stage
--------- ---------
(500) (500)
--------- ---------
Total stockholders' equity
- -
--------- ---------
Total liabilities and stockholders' equity $ - $ -
========= =========
</TABLE>
See notes to financial statements
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<PAGE>
<TABLE>
LEGENDS ENTERPRISES, INC.
(formerly Legends Diagnostic, Inc.)
(a development stage company)
STATEMENTS OF OPERATIONS
(UNAUDITED)
<CAPTION>
Nine Month Period June 21, 1995
Ended September 30, (inception)
------------------ through
2000 1999 September 30, 2000
-------- -------- ------------------
<S> <C> <C> <C>
Revenues $ - $ - $ -
Selling, general and administrative
- - (500)
-------- -------- ------------------
Net loss $ - $ - $ (500)
======== ======== ==================
Basic loss per share $ .00 $ .00 $ .00
======== ======== ==================
Weighted average common shares outstanding 500,000 500,000 500,000
======== ======== ==================
</TABLE>
See notes to financial statements
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<PAGE>
<TABLE>
LEGENDS ENTERPRISES, INC.
(formerly Legends Diagnostic, Inc.)
(a development stage company)
STATEMENTS OF OPERATIONS
(UNAUDITED)
<CAPTION>
Three month period
Ended September 30,
--------------------
2000 1999
--------- ---------
<S> <C> <C>
Revenues $ - $ -
Selling, general and administrative expenses - -
--------- ---------
Net loss $ - $ -
========= =========
Basic loss per share $ .00 $ .00
========= =========
Weighted average common shares outstanding 500,000 500,000
========= =========
</TABLE>
See notes to financial statements
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<PAGE>
<TABLE>
LEGENDS ENTERPRISES, INC.
(formerly Legends Diagnostic, Inc.)
(a development stage company)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<CAPTION>
Nine Month Period June 21,1995
Ended September 30, (inception)
------------------ through
2000 1999 September 30, 2000
-------- -------- ------------------
<S> <C> <C> <C>
Net loss $ - $ - $ (500)
-------- -------- ------------------
Adjustments to reconcile net loss to net cash
used in operating activities:
Issuance of common stock for cash advances - - 500
-------- -------- ------------------
Net cash used in operating activities - - -
-------- -------- ------------------
Net increase (decrease) in cash - - -
Cash, beginning of period - - -
-------- -------- ------------------
Cash, end of period $ - $ - $ -
======== ======== ==================
</TABLE>
See notes to financial statements
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<PAGE>
LEGENDS ENTERPRISES, INC.
(formerly Legends Diagnostic, Inc.)
(a development stage company)
Notes To Unaudited Financial Statements
September 30, 2000
Note 1 - Unaudited Financial Information
The unaudited financial information included for the three month and nine month
interim periods ended September 30, 2000 were taken from the books and records
of the Company without audit. However, such information reflects all adjustments
(consisting of normal recurring adjustments, which are of the opinion of
management, necessary to reflect properly the results of interim periods
presented). The results of operations for the nine month period ended September
30, 2000 are not necessarily indicative of the results expected for the year
ended December 31, 2000.
Note 2 - Financial Statements
Management has elected to omit substantially all footnotes relating to the
condensed financial statements of the Company included in the report. For a
complete set of footnotes, reference is made to the Company's audited financial
statement for the fiscal year ended December 31, 1999 included in its Form 10-SB
Registration Statement as filed with the Securities and Exchange Commission.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities and
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
LEGENDS ENTERPRISES, INC.
(Registrant)
Dated: November 14, 2000
By: s/Tia C. Fernandez
--------------------------------
Tia C. Fernandez,
Secretary/Treasurer
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LEGENDS ENTERPRISES, INC.
EXHIBIT INDEX TO QUARTERLY REPORT ON FORM 10-QSB
FOR THE QUARTER ENDED SEPTEMBER 30, 2000
EXHIBITS Page No.
EX-27 Financial Data Schedule..............................................12
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