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 MARCH 31, 2000
COMMISSION FILE NO. 2-70345-NY.
TIMEONE, INC.
(Exact name of Registrant as specified in its Charter)
Nevada 88-0182534
- ------------------------------- -----------------------
(State or other jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
631 North Stephanie Street, PMB 378
Henderson, NV 89014
(Address of Principal Executive Offices)
Registrant's Telephone Number, including Area Code:
(702) 456-8070
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filled by Section 13 or 15(d) of the Securities Exchange Act 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.
(1) Yes: X No:
(2) Yes: X No:
Number of Shares Outstanding at the End of the Fiscal Quarter:
8,266,300 shares of common stock
(Indicate Number of Shares Outstanding of Each Class of Common
Stock as of the end of the Quarter)
Page 1 of 9 consecutively numbered
pages.
1
<PAGE>
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS REQUIRED BY FORM 10-QSB
TimeOne, Inc., a development stage company, ("Registrant" or "Company")
files herewith an unaudited balance sheet of the Registrant as of March 31, 2000
and the related statements of income, stockholders' equity, and cash flows for
the three month periods ended March 31, 2000 and 1999. The unaudited financial
statements included in this report on Form 10-QSB have been prepared by the
Company. In the opinion of the management of the Company, the financial
statements fairly present the financial condition of the Company.
2
<PAGE>
TimeOne, Inc.
(A Development Stage Company)
Consolidated Balance Sheet
(Unaudited)
ASSETS
<TABLE>
<CAPTION>
March 31,
2000
-----------------
Current Assets
<S> <C>
Cash $ 1,126,496
Government Securities 599,250
Note Receivable 200,000
Prepaid Expenses 15,744
-----------------
Total Current Assets 1,941,490
Other Assets
Security Deposits 2,501
Montana Property 56,589
-----------------
Total Other Assets 59,090
-----------------
TOTAL ASSETS $ 2,000,580
=================
LIABILITIES & STOCKHOLDERS EQUITY
Current Liabilities
Accounts Payable and Accrued Expenses $ 55,840
-----------------
Total Current Liabilities 55,840
Stockholders Equity
Capital Stock, Common 826
Additional Paid-in Capital 1,229,336
Retained Earnings 714,578
-----------------
Total Stockholders Equity 1,944,740
-----------------
TOTAL LIABILITIES & STOCKHOLDERS EQUITY $ 2,000,580
=================
</TABLE>
3
<PAGE>
TimeOne, Inc.
(A Development Stage Company)
Consolidated Statement of Operations
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
2000 1999
------------------ ------------------
Revenues
<S> <C> <C>
Gain on Sales of Securities $ 0 $ 260,667
Interest and Dividends 22,192 5,716
Miscellaneous income 0 103
Adjustment of Government Securities to market 1,614 0
Unrealized Gain on Securities 0 136,665
------------------ ------------------
Total Revenue 23,806 403,151
Costs and Expenses
Interest 0 6,516
Professional Fees 31,506 33,800
Legal and Accounting 11,899 600
Office and Travel 30,815 12,384
------------------ ------------------
Total Costs and Expenses 74,220 53,300
------------------ ------------------
NET INCOME BEFORE TAXES (50,414) 349,851
Income Taxes 0 0
------------------ ------------------
NET INCOME FROM CONTINUING OPERATIONS (50,414) 349,851
NET GAIN (LOSS) FROM DISCONTINUED OPERATIONS 0 21,375(1)
------------------ ----------------
NET INCOME $ (50,414) $ 371,226
================== ==================
</TABLE>
(1) Adjustment to income taxes previously accrued.
4
<PAGE>
TimeOne, Inc.
(A Development Stage Company)
Statement of Stockholders Equity
(Unaudited)
<TABLE>
<CAPTION>
Additional Retained
Common Stock Paid-in Earnings
Shares Amount Capital (Deficit)
------------------ ----------------- ----------------- ------------------
<S> <C> <C> <C> <C>
Balances at December 31, 1995 6,113,900 $ 611 $ 1,120,692 $ 121,417
Stock issued for assets 2,000,000 200 124,800
Restricted stock issued to employees 350,000 35 32,776
Net Income for year ended
December 31, 1996 107,831
------------------ ----------------- ----------------- ------------------
Balances at December 31, 1996 8,463,900 846 1,278,268 229,248
Cancel Treasury stock (109,000) (11) (48,941)
Net Income for year ended
December 31, 1997 64,209
------------------ ----------------- ----------------- ------------------
Balances at December 31, 1997 8,354,900 835 1,229,327 293,457
Net Income for year ended
December 31, 1998 274,691
------------------ ----------------- ----------------- ------------------
Balances at December 31, 1998 8,354,900 835 1229,327 568,148
Cancel Company stock (88,600) (9) 9
Net Income for year ended
December 31, 1999 196,844
------------------ ----------------- ----------------- ------------------
Balances at December 31, 1999 8,266,300 826 1,229,336 764,992
Net Income for quarter ended
March 31, 2000 (50,414)
------------------ ----------------- ----------------- ------------------
Balances at March 31, 2000 8,266,300 $ 826 $ 1,229,336 $ 714,578
================== ================= ================= ==================
</TABLE>
5
<PAGE>
TimeOne, Inc.
(A Development Stage Company)
Statement of Consolidated Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
2000 1999
------------------ ------------------
Operating Activities
<S> <C> <C>
Net Income (Loss) $ (50,414) $ 371,226
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Accounts Receivable 389 0
Unrealized Gain on Government Securities (1,614) (136,665)
(Increase) Decrease in Receivables (200,000) 300,000
Increase (Decrease) in Accounts Payable and Payroll Tax (50,000) 0
------------------ ------------------
Net Cash Provided By Operating Activities (301,639) 534,561
Investing Activities
Cost of Government Securities Sold 3,809,782 1,368,279
Purchase of Government Securities (2,802,693) (1,563,943)
------------------ ------------------
Net Cash Used By Investing Activities 1,007,089 (195,664)
------------------ ------------------
Increase (Decrease) in Cash and Cash Equivalents 705,450 338,897
Cash and Cash Equivalents at Beginning of Period 421,046 622,408
------------------ ------------------
Cash and Cash Equivalents at End of Period $ 1,126,496 $ 961,305
================== ==================
</TABLE>
6
<PAGE>
TIMEONE, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 2000
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Revenue Recognition
Interest income is accrued as earned. Gains or losses on the sale of securities
are recorded as of the trade date
U.S. Government Securities
U.S. Government securities, as a group, are carried at market value in
accordance with FAS #115. Prior to January 1, 1994, the securities were carried
at the lower of cost or market. At March 31, 2000, an increase of $1,614 was
made to adjust to market.
Income Taxes
No federal income taxes were due for the year ended December 31, 1999. At
December 31, 1999, the Company had prepaid income taxes of $15,744.
Cash and Cash Equivalents
For financial statement purposes, the Company considers all highly liquid
investments with an original maturity of three months or less when purchased to
be cash equivalents.
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, liabilities, revenues, and expenses
during the reporting period. Estimates also affect the disclosure of contingent
assets and liabilities at the date of the financial statements. Actual results
could differ from these estimates. Such estimates of significant accounting
sensitivity are allowance for doubtful accounts and reserves for obsolete
inventory.
NOTE B - DEVELOPMENT STAGE COMPANY
The Company re-entered the development stage on January 1, 1999, after the sale
of its sole operating activity "Buffs-N-Puffs" carwash. Management is currently
seeking other business opportunities while earning the maximum return possible
on its cash and other liquid assets.
NOTE C - MONTANA LAND
In September, 1994, Daniel Pentelute, the Majority stockholder of the Company,
purchased 21 acres of land in Montana. Three days later, the Company purchased a
50% interest in the land from Mr. Pentelute at his cost (50%). The other 50%
interest was purchased by Desert Land Enterprises whose sole stockholder is
Daniel Pentelute. The cost of the 50% interest was $52,590. In 1998, Desert Land
presented the Company with a bill for approximately $42,000 for 50% of the
improvements made to the land. The Company agreed to repay these costs as the
lots were sold. The balance due at March 31, 2000 was $14,279.
NOTE D - FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amount of cash and cash equivalents, accounts payable, and accrued
expenses approximate fair value due to the short maturity periods of these
instruments.
NOTE E - SUBSEQUENT EVENTS
On March 3, 2000, the Company signed a non-binding letter of intent to acquire
all of the outstanding shares of SunGlobe Fiber Systems Corporation, a Delaware
corporation. The due diligence process is expected to be completed by May 31,
2000.
NOTE F - NOTE RECEIVABLE
Note receivable from a private corporation represents an unsecured loan of
$200,000 dated March 16, 2000 with interest accruing at the published prime rate
in the Wall Street Journal. The due date of the note is May 31, 2000.
NOTE G - RELATED PARTY TRANSACTIONS
During 1994, Daniel Pentelute, the major shareholder of the Company, purchased
21 acres of land in Montana and three (3) days later sold a one-half interest to
the Company at his cost. The other one-half interest is owned by Desert Land
Enterprises, whose sole shareholder is Daniel Pentelute.
7
<PAGE>
TIMEONE, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 2000
NOTE G - RELATED PARTY TRANSACTIONS - (continued)
In January of 1999, the Board of Directors of the Company entered into an
agreement with Deseret Land Enterprises, Inc., whose sole shareholder is Daniel
Pentelute, President (thru March 13, 2000) and majority shareholder of the
Company, to provide certain services to the Company on a monthly basis for a fee
of $4,500 per month, plus all out of pocket expenses. These services include
telephone and fax service, all necessary secretarial services, research into
possible business opportunities, and access to various financial publications,
websites, and sources. This agreement was approved by the directors having no
financial interest in the agreement and is believed to be at or below the
prevailing rates for similar services from independent sources.
In January, 1999, the Company entered into a retainer agreement with Roy E.
Molina Certified Public Accountant, Inc. to provide all in-house accounting
services, tax advice, and other miscellaneous accounting services for a monthly
fee of $4,000, including all expenses. Mr. Molina is a Director, President (as
of March 13, 2000) and Chief Financial Officer of the Company. This agreement
was approved by the Directors having no financial interest in the agreement and
is believed to be at our below the prevailing rates for similar services from
independent sources.
8
<PAGE>
ITEM 2. MANAGEMENT'S PLAN OF OPERATION
Since the sale of the Carwash business on October 20, 1998 the Company
has had no operating business. Comparing operating results from previous years
is not meaningful. Management of the Company has and will continue to evaluate
new business opportunities.
On March 3, 2000, the Company announced that it had entered into a
non-binding letter of intent to acquire all of the outstanding shares of
SunGlobe Fiber Systems Corporation ("SGFS"), a Delaware corporation.
SGFS is developing the "Maya-1 Fiber Network", which combines the
technology of undersea fiber optic cable and communication satellites to create
a seamless digital Internet and telephony delivery system throughout Central
America. The Maya-1 cable is scheduled to become operational in June of 2000 and
will be shared by SGFS and other major foreign and domestic Tier 1 International
Carriers. The Company has loaned SGFS $200,000 to help fund the development
costs.
Under the terms of the agreement, SGFS shareholders will receive 51% of
the issued and outstanding shares of the combined companies. The closing of the
transaction is dependent on satisfying a number of conditions precedent,
including each party completing its due diligence. Significant sums have been
expended during this quarter on the due diligence process.
SIGNATURE
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.
TimeOne, Inc.
(A Development Stage Company)
Date: May 15, 2000 By:
Roy E. Molina
President
9
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
TimeOne, Inc. March 31, 2000 financial statements and is qualified in
its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000350133
<NAME> TimeOne, Inc.
<CURRENCY> US
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<EXCHANGE-RATE> 1.00
<CASH> 1,126,496
<SECURITIES> 599,250
<RECEIVABLES> 200,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,941,490
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,000,580
<CURRENT-LIABILITIES> 55,840
<BONDS> 0
0
0
<COMMON> 826
<OTHER-SE> 1,943,914
<TOTAL-LIABILITY-AND-EQUITY> 2,000,580
<SALES> 0
<TOTAL-REVENUES> 23,806
<CGS> 0
<TOTAL-COSTS> 74,220
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (50,414)
<INCOME-TAX> 0
<INCOME-CONTINUING> (50,414)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (50,414)
<EPS-BASIC> .00
<EPS-DILUTED> .00
</TABLE>
