FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
Quarterly Report Under Section 13 or 15 (d)
Of the Securities Exchange Act of 1934
For Quarter Ended March 31, 2000
Commission File Number 0-14047
_________CARDINAL INDUSTRIES, INC.________
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-2392188
(State or other jurisdiction
of incorporation or organization) (IRS Employer Identification No.)
6975 SOUTH UNION PARK DRIVE, #600, SALT LAKE CITY, UTAH 84047
(Address of principal executive offices)
______________(801) 256-9600_____________
(Registrant's telephone number including area code)
________________________________________
(Former address, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or such shorter period that the
registrant was required to file such reports)
Yes_X_ No ___
and (2) has been subject to such filing requirements for the past 90 days.
Yes X No___
________ 5,798,697________________
(Number of shares of common stock
the registrant had outstanding as of April 25, 2000)
PART 1
ITEM 1 - FINANCIAL STATEMENTS
The condensed financial statements included herein have been prepared by the
Company, pursuant to the rules and regulations of the Securities and Exchange
Commission.
In the opinion of the Company, all adjustments, consisting of only normal
recurring adjustments, necessary to present fairly the financial position of
the Company as of March 31, 2000 and the results of its operations and
changes in its financial position from September 30, 1999 through March 31,
2000 have been made. The results of its operations for such interim period
is not necessarily indicative of the results to be expected for the entire
year.
INDEPENDENT AUDITOR'S REVIEW REPORT
To the Board of Directors
Cardinal Industries, Inc.
Salt Lake City, Utah
We have reviewed the accompanying balance sheet of Cardinal Industries, Inc.
as of March 31, 2000, and the related statements of income, retained
earnings, and cash flows for the period then ended, in accordance with
Statements on Standards for Accounting and Review Services issued by the
American Institute of Certified Public Accountants. All information
included in these financial statements is the representation of the
management of Cardinal Industries, Inc.
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.
The accompanying balance sheet as of September 30, 1999 was audited by us and
we expressed an unqualified opinion on it in our report dated January 21, 2000.
The accompanying statement of operations and cash flows for the three month
and six month period ended March 31, 1999 and the three months ended
December 31, 1999 were not audited by us and, accordingly, we do not express
an opinion on them.
Crouch, Bierwolf & Chisholm
Salt lake City, Utah
May 15, 2000
Cardinal Industries, Inc.
Balance Sheet
ASSETS
March 31, December 31,
2000 1999
(Reviewed)
CURRENT ASSETS
Interest receivable $ 9,375 $ 7,500
TOTAL CURRENT ASSETS $ 9,375 $ 7,500
LIABILITIES AND STOCKHOLDERS? EQUITY
CURRENT LIABILITIES
Accounts Payable $ 300 $ 300
Notes Payable 39,000 39,000
Interest Payable 5,365 4,875
Total Current Liabilities 44,665 44,175
STOCKHOLDERS? EQUITY
Common Stock 10,000,000 shares
authorized at $.001 par value;
5,798,697 shares issued and outstanding 5,799 5,799
Capital in Excess of Par Value 1,075,301 1,075,301
Accumulated Deficit During Development Stage (966,390) (967,775)
Less: Subscriptions Receivable (150,000) (150,000)
Total Stockholders? Equity (35,290) (36,675)
TOTAL LIABILITIES AND STOCKHOLDERS? EQUITY $ 9,375 $ 7,500
Cardinal Industries, Inc.
Statements of Operations
(unaudited)
For the Three For the Three
Months Ended Months Ended
March 31, March 31,
2000 1999
Revenue $ 1,875 $ 1,875
Expense
Interest 490 490
Net Income (loss) before tax $ 1,385 $ 1,385
Taxes - -
Income (loss) $ 1,385 $ 1,385
Income Per Common Share $ - $ -
Average Outstanding Shares 5,798,697 5,798,697
Cardinal Industries, Inc.
Statement of Stockholders' Equity
March 31, 2000
Common Common Additional
Stock Stock Paid In Retained Subscirition
Shares Amount Capital Deficit Receivable
Balance December 31
1998 5,798,697 5,799 1,075,301 (973,325) (150,000)
Net Income - - - 5,550 -
Balance, December 31
1999 5,798,697 5,799 1,075,301 (967,775) (150,000)
Net Income - - - 1,385 -
Balance, March 31
2000 5,798,697 5,799 1,075,301 (966,390) (150,000)
Cardinal Industries, Inc.
Statements of Cash Flows
For the Three For the Three
Months Ended Months Ended
March 31, March 31,
2000 1999
(Reviewed) (unaudited)
Cash Flows from Operating
Activities:
Net Income (Loss) $ 1,385 $ 1,385
(Increase) Decrease
in interest receivable (1,875) (1,875)
in accounts payable/interest payable 490 490
- -
Cash Flows from Investing
Activities: - -
Cash Flows from Financing
Activities: - -
Increase (decrease) in cash - -
Cash, beginning of period - -
Cash, end of period $ - $ -
Supplemental cash flow information:
Interest $ - $ -
Income Taxes (Including
Penalties & Interest) $ - $ -
Cardinal Industries, Inc.
Notes to the Financial Statements
March 31, 2000
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Organization
The Company was incorporated as Sanson Institute of Heraldry, Inc., under the
laws of the Commonwealth of Massachussetts on February 21, 1966, for the
purpose of engaging in any lawful business activity. On April 25, 1975, the
Company changed its name to Cardinal Industries, Inc. There have been no
operations since 1991.
In 1999, the Company created and later merged with, a Nevada subsidiary.
b. Recognition of Revenue
The Company recognized income and expense on the accrual basis of accounting
3. Earnings (Loss) Per Share
The computation of earnings (loss) per share of common stock is based on the
weighted average number of shares outstanding at the date of the financial
statements.
4. Provision for Income Taxes
No provision for income taxes has been recorded due to net operating loss
carry forwards totaling approximately $965,000 that will be offset against
future taxable income. These NOL carry forwards have already begun to
expire. No tax benefit has been reported in the financial statements because
the Company believes there is a 50% or greater chance the carry forward will
expire unused. The current year net income was offset from part of the NOL
carryforward.
Deferred tax assets and the valuation account is as follows at December 31, 1999
December 31, 1999 .
Deferred tax asset:
NOL carry forward $ 330,000
Valuation allowance (330,000)
Total $ - .
Cardinal Industries, Inc.
Notes to the Financial Statements
March 31, 2000
5. Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the financial
statements and revenues and expenses during the reporting period. In these
financial statements, assets involve extensive reliance on management's
estimates. Actual results could differ from those estimates.
NOTE 2 - GOING CONCERN
The accompanying financial statements have been prepared assuming that the
company will continue as a going concern. The company has had recurring
operating losses for the past several years and is dependent upon financing
to continue operations. The financial statements do not include any
adjustments that might result from the outcome of uncertainty. It is
managements plan to find an operating company to merge with, thus creating
necessary operating revenue.
NOTE 3 - STOCKHOLDERS? EQUITY
During December 1998, the Company issued 3,000,000 shares of common stock in
exchange for a note receivable in the amount of $150,000.
NOTE 4 - RELATED PARTY TRANSACTIONS
During December 1998, the Company issued 3,000,000 shares of common stock to
International Venture Capital and Advisory, Inc. in exchange for a note
receivable of $150,000. The note bears interest at 5% annually and is due on
demand.
NOTE 5 - NOTES PAYABLE
On July 1, 1997, the Board of Directors approved a conversion of an account
payable of $39,000 for past services of an officer for a convertible
debenture accruing interest at 5% per year. The debenture is convertible on
demand at 75% of market value or par value, whichever is greater.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
Liquidity and Capital Resources. The Registrant had approximately $(35,290)
as operating capital at March 31, 2000. The Registrant intends to raise
additional funds as needed through private placements with accredited and
sophisticated investors.
Results of Operation. During the quarter ended March 31, 2000, the
registrant had net income of $1,385, compared to net income of $1,385 for the
same period last year.
Plan of Operations. The Company is currently in the process of looking for
business opportunities to acquire or merge with. There is no guarantee that
management will be successful in finding such an opportunity. The Company is
also in the process of bringing all of its periodic reports current for
filing with the Securities and Exchange Commission. During this process, the
Company intends to raise operational capital through private placements.
PART II
OTHER INFORMATION
Item 1. Legal Proceedings. None
Item 2. Changes in Securities. None
Item 3. Defaults Upon Senior Securities. None
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. None
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 authorized officer.
Dated April 25, 2000
Cardinal Industries, Inc.
/s/ Robert Kropf
We hereby consent to the use of our review report of Cardinal Industries,
Inc. dated May 15, 2000 for the period ended March 31, 2000 in the Form 10Q
Report for the period then ended.
s/s Crouch, Bierwolf & Chisholm
Salt Lake City, UT
The accompanying notes are an integral part of these financial statements
