U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarter ended September 30, 1997
------------------
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File No. 2-98074-NY
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INTERNATIONAL FIRE PREVENTION, INC.
-----------------------------------
(Name of Small Business Issuer in its Charter)
NEVADA 11-2751536
------ ----------
(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
9005 Cobble Canyon Lane
Sandy, Utah 84093
---------------------------
(Address of Principal Executive Offices)
Issuer's Telephone Number: (801) 942-0555
Conference Capital Corp.
1887 O'Toole, Suite #C-106
San Jose, California 95131
--------------------------
(Former Name or Former Address, 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 Exchange Act during the past 12 months (or for such
shorter period that the Company 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
--- --- --- ---
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS)
Check whether the issuer has 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 ___
(APPLICABLE ONLY TO CORPORATE ISSUERS)
State the number of shares outstanding of each of the Issuer's
classes of common equity, as of the latest practicable date:
September 30, 1997
*Common - 1,500,000 shares
*Takes into account a one for 21.643 reverse split of the
10,821,500 outstanding shares of common stock, effective July 29, 1997, and
the issuance of 1,000,000 post split "unregistered" and "restricted" shares of
common stock to directors and executive officers in consideration of services
rendered. See Item 5 of this Report.
DOCUMENTS INCORPORATED BY REFERENCE
A description of any "Documents Incorporated by Reference" is
contained in Item 6 of this Report.
Transitional Small Business Issuer Format Yes X No
--- ---
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
The Consolidated Financial Statements of the Company required
to be filed with this 10-QSB Quarterly Report were prepared by management and
commence on the following page, together with related Notes. In the opinion
of management, these Consolidated Financial Statements fairly present the
financial condition of the Company.
<TABLE>
INTERNATIONAL FIRE PREVENTION, INC.
[A Development Stage Company]
CONDENSED BALANCE SHEETS
[Unaudited]
<CAPTION>
ASSETS
September 30, December 31,
1997 1996
___________ ___________
<S> <C> <C>
CURRENT ASSETS:
Cash $ - $ -
___________ ___________
Total Current Assets - -
OTHER ASSETS - -
___________ ___________
$ - $ -
___________ ___________
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 15,899 $ 11,650
Payable to related parties 4,430 1,930
___________ ___________
Total Current Liabilities 20,329 13,580
___________ ___________
STOCKHOLDERS' EQUITY (DEFICIT):
Common stock 1,500 500
Capital in excess of par value 201,401 201,401
Retained earnings (deficit) (212,816) (212,816)
Deficit accumulated during the
development stage (10,414) (2,665)
___________ ___________
Total Stockholders' Equity (Deficit) (20,329) (13,580)
___________ ___________
$ - $ -
___________ ___________
</TABLE>
The accompanying notes are an integral part of these financial
statements.
NOTE: The balance sheet at December 31, 1996 was taken from the
audited financial statements at that date and condensed.
<PAGE>
<TABLE>
INTERNATIONAL FIRE PREVENTION, INC.
[A Development Stage Company]
CONDENSED STATEMENTS OF OPERATIONS
[Unaudited]
<CAPTION>
For the Three For the Nine For the Period
Months Ended Months Ended From December 31,
September 30, September 30, 1995 Through
________________ ________________ September 30,
1997 1996 1997 1996 1997
______ ______ ______ ______ ________________
<S> <C> <C> <C> <C> <C>
REVENUE $ - $ - $ - $ - $ -
______ ______ ______ ______ ________________
EXPENSES:
General and
administrative 6,549 313 7,749 2,353 10,414
______ ______ ______ ______ ________________
Total expenses 6,549 313 7,749 2,353 10,414
______ ______ ______ ______ ________________
LOSS FROM OPERATIONS (6,549) (313) (7,749) (2,353) (10,414)
CURRENT INCOME TAX
EXPENSE - - - - -
DEFERRED INCOME TAX
EXPENSE - - - - -
______ ______ ______ ______ ________________
NET LOSS $(6,549) $ (313) $(7,749) $(2,353) $ (10,414)
______ ______ ______ ______ ________________
</TABLE>
The accompanying notes are an integral part of these financial
statements.
<PAGE>
<TABLE>
INTERNATIONAL FIRE PREVENTION, INC.
[A Development Stage Company]
CONDENSED STATEMENTS OF CASH FLOWS
[Unaudited]
<CAPTION>
For the Nine For the Period
Months Ended From December 31,
September 30, 1995 Through
_______________________ September 30,
1997 1996 1997
__________ __________ ________________
<S> <C> <C> <C>
Cash Flows from Operating Activities:
Net (loss) $ (7,749) $ (2,040) $ (10,414)
Adjustments to reconcile net
income to net cash used by
operating activities:
Non-cash expenses (income) 1,000 - 1,000
Changes in assets and liabilities:
Accounts Payable 4,249 625 5,499
Payable to related party 2,500 1,415 3,915
__________ __________ ________________
Net Cash Flows used by
Operating Activities - - -
__________ __________ ________________
Cash Flows from Investing Activities - - -
__________ __________ ________________
Net Cash Flows used by
Investing Activities - - -
__________ __________ ________________
Cash Flows from Financing Activities:
Proceeds from common stock issuance - - -
Advances by shareholders - - -
__________ __________ ________________
Net Cash Flows Provided by
Financing Activities - - -
__________ __________ ________________
Net Increase (Decrease) in Cash - - -
Cash at Beginning of Period - - -
__________ __________ ________________
Cash at End of Period $ - $ - $ -
__________ __________ ________________
</TABLE>
Supplemental schedule of Non-cash Investing and Financing
Activities:
For the period ended September 30, 1997
1,000,000 shares of common stock was issued for services rendered
valued at $1,000.
For the period ended September 30, 1996:
None
The accompanying notes are an integral part of these financial
statements.
<PAGE>
INTERNATIONAL FIRE PREVENTION, INC.
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Condensed Financial Statements - The accompanying financial
statements have been prepared by the Company without audit.
In the opinion of management, all adjustments (which include
only normal recurring adjustments) necessary to present fairly
the financial position, results of operations and cash flows
at September 30, 1997 and for all periods presented have been
made.
Certain information and footnote disclosures normally included
in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted.
It is suggested that these condensed financial statements be
read in conjunction with the financial statements and notes
thereto included in the Company's December 31, 1996 audited
financial statements. The results of operations for the
period ended September 30, 1997 are not necessarily indicative
of the operating results for the full year.
Organization - The Company was organized under the laws of the
State of Nevada as Conference Capital Corp. on December 14,
1984. The Company raised $100,000 through a public stock
offering which was registered with the Securities and Exchange
Commission on Form S-18. During 1987 the Company entered into
a business acquisition with International Fire Prevention
("IFP") wherein IFP became a wholly-owned subsidiary of the
Company. The operations of IFP were not successful and the
Company became dormant in approximately 1988. The Company has
been inactive since that time and also had its corporate
charters canceled. During 1996, the Company was re-instated
with the State of Nevada and is currently in good standing.
The Company is considered to have re-entered into a new
development stage during 1996. The Company is presently an
inactive shell pursuing a suitable business opportunity. Any
transaction with an operating company will likely be
structured similar to a reverse acquisition in which a
controlling interest in the Company will be acquired by the
successor operation. In such a transaction, the shareholders
of the Company will likely own a minority interest in the
combined company after the acquisition, and present management
of the company will likely resign and be replaced by the
principals of the operating company. This type of transaction
will leave the current shareholders with only a small minority
voice in the operating business and their interest may be
insufficient to control any seats of the board of directors or
to have any substantial voice in other corporate transactions.
Development Stage - The Company is considered a development
stage company as defined in SFAS No. 7. Consequently,
cumulative numbers have been provided from December 31, 1995
forward to reflect the Company re-entering into development
stage during 1996.
Accounting Estimates - The preparation of the 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, the disclosures of contingent assets and
liabilities at the date of the financial statements and the
reported amount of revenues and expenses during the reporting
period. Actual results could differ from those estimated.
<PAGE>
INTERNATIONAL FIRE PREVENTION, INC.
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Common Stock Split - The financial statements have been
restated for all periods presented to reflect a reverse stock
split on the basis of one share issued for every 21.643 shares
previously issued. The stock split was effected during July,
1997.
NOTE 2 - PAYABLE TO RELATED PARTY
An officer and director of the Company has periodically
advanced funds to the Company or paid expenses on behalf of
the Company. These advances are non-interest bearing and are
due upon demand. The unpaid advances amounted to $4,430 and
$1,930 as of September 30, 1997 and December 31, 1996,
respectively. [See Note 4]
NOTE 3 - CAPITAL STOCK
Common Stock - During 1985 in connection with its organization
the Company issued 231,022 shares of its previously
authorized, but unissued common stock for cash of $5,000.
During 1985, the Company issued 23,102 shares of common stock
pursuant to a public offering for cash of $100,000. Stock
offerings costs of $35,030 were deducted from the proceeds.
During the years ended 1985 and 1986 the Company issued
14,855 additional shares of common stock, upon exercise of
warrants for total proceeds of $128,931.
During 1987 the Company issued 231,022 shares of common
stock in connection with an acquisition agreement with IFP.
The Company issued 1,000,000 shares of common stock, during July,
1997, to an officer of the Company for services rendered
valued at $1,000.
NOTE 4 - RELATED PARTY TRANSACTIONS
Payables to Related Party - At September 30, 1997 and December
31, 1996 the Company had $4,430 and $1,930 in related party
payables. Total advances made during 1997 and 1996 were
$2,500 and $1,415 respectively.
Office Space - The Company currently has no operations and has
not had a need to rent office space. An officer of the
Company is allowing the Company to use his address, as
needed, on a rent free basis.
The Company issued 1,000,000 shares of common stock, during July,
1997, to an officer of the Company for services rendered
valued at $1,000.
<PAGE>
INTERNATIONAL FIRE PREVENTION, INC.
[A Development Stage Company]
NOTES TO UNAUDITED FINANCIAL STATEMENTS
NOTE 5 - INCOME TAXES
The Company accounts for income taxes in accordance with
Statement of Financial Accounting Standards No. 109
"Accounting for Income Taxes" which requires the liability
approach for the effect of income taxes.
The Company has available at December 31, 1996 unused
operating loss carryforwards of approximately $13,000, which
may be applied against future taxable income and which expire
in various years through 2011. If certain substantial changes
in the Company's ownership should occur, there could be an
annual limitation on the amount of net operating loss
carryforward which can be utilized. The amount of and
ultimate realization of the benefits from the operating loss
carryforwards for income tax purposes is dependent, in part,
upon the tax laws in effect, the future earnings of the
Company, and other future events, the effects of which cannot
be determined. Because of the uncertainty surrounding the
realization of the loss carryforwards the Company has
established a valuation allowance equal to the tax effect of
the loss carryforwards (approximately $4,500) at December 31,
1996 and, therefore, no deferred tax asset has been recognized
for the loss carryforwards. The change in the valuation
allowance is equal to the tax effect of the current period's
net loss (approximately $900 for 1996).
NOTE 6 - RETAINED EARNINGS (DEFICIT)
When the Company discontinued its previous operations and
became inactive (approximately 1987-1988) many of the
Company's records were lost or not maintained. Current
management has made a search for any assets, potential
liabilities and accounting records related to the Company and
its previous operations. Management has used the last
available financial statements of the Company (prior to going
inactive) to calculate its retained earnings (deficit). The
financial statements used by management included an audited
financial statement for the year ended December 31, 1986 and
an unaudited interim statement for the nine months ended
September 30, 1987. All assets and liabilities which existed
at those times were written off resulting in a deficit of
$201,901. Expenses incurred from that time until 1996,
($10,915) when the Company re-entered into a development
stage, have also been included in retained earnings (deficit)
resulting in a balance of $212,816 at December 31, 1995. The
balance sheet category "Deficit accumulated during the
development stage" includes the activity from December 31,
1995 forward.
NOTE 7 - CONTINGENCIES
During 1987 and 1988, the Company discontinued all of its
operations and those of its subsidiary. Management believes
that the Company is not liable for any existing liabilities
related to its former operations and those of its subsidiary
but the possibility exists that creditors and others seeking
relief from the subsidiary may also include the Company in
claims and suits pursuant to the parent subsidiary
relationship which existed between the Company and its
subsidiary. The Company is not currently named in any such
suits nor is it aware of any such suits against its former
subsidiary. It is the belief of Management and their Counsel
that the Company would be successful in defending against any
such claims and that no material negative impact on the
financial position of the Company would occur. Management and
Counsel further believe that with the passage of time the
likelihood of any such claims being raised is becoming more
remote and that various Statutes of Limitations should provide
adequate defenses for the Company. Consequently, the
financial statements do not reflect any accruals or allowances
for any such claims.
<PAGE>
INTERNATIONAL FIRE PREVENTION, INC.
[A Development Stage Company]
NOTES TO UNAUDITED FINANCIAL STATEMENTS
NOTE 8 - GOING CONCERN
The accompanying financial statements have been prepared in
conformity with generally accepted accounting principles which
contemplate continuation of the Company as a going concern.
However, the Company has no current operations, has incurred
significant losses the past few years and has liabilities in
excess of assets resulting in a stockholders' deficit. This
raises substantial doubt about the ability of the Company to
continue as a going concern. In this regard, management is
proposing to raise additional funds through loans and /or
through additional sales of its common stock which funds will
be used to assist in establishing on-going operations or
through a business acquisition. There is no assurance that
the Company will be successful in raising this additional
capital or achieving profitable operations. The financial
statements do not include any adjustments that might result
from the outcome of these uncertainties.
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation.
Plan of Operation.
The Company has not engaged in any material operations or
had any revenues from operations during the last two calendar years. The
Company's plan of operation for the next 12 months is to continue to seek the
acquisition of assets, properties or businesses that may benefit the Company
and its stockholders. Management anticipates that to achieve any such
acquisition, the Company will issue shares of its common stock as
the sole consideration for any such acquisition.
During the next 12 months, the Company's only foreseeable
cash requirements will relate to maintaining the Company in good
standing or the payment of expenses associated with reviewing or
investigating any potential business venture. Such funds may
be advanced by management or stockholders as loans to the Company. Because
the Company has not identified any such venture as of the date of this Report,
it is impossible to predict the amount of any such loans or advances.
However, any such loans or advances should not exceed $25,000 and will be on
terms no less favorable to the Company than would be available from a
non-affiliated lender in an arm's length transaction. As of the date of this
Report, the Company is not involved in any negotiations respecting any such
potential business venture.
Results of Operations.
- ----------------------
Other than restoring and maintaining its good corporate
standing in the State of Nevada, compromising and settling its
debts and seeking the acquisition of assets, properties or
businesses that may benefit the Company and its stockholders,
the Company has had no material business operations during the two
most recent calendar years, and was dormant from 1988 to January 1, 1996.
At September 30, 1997, the Company had no assets and had liabilities of
$20,329. There were no revenues in the three months ended September 30, 1997
and 1996, and expenses during these periods were $6,549 and $313,
respectively. And in the nine months ended September 30, 1997 and 1996, there
were no revenues and expenses were $7,749 and $2,353, respectively. For the
period from inception January 1, 1996 through September 30, 1997, there were
no revenues and expenses were $10,414.
For the three months ended September 30, 1997, there was a net loss from
operations of ($6,549); for the three months ended June 30, 1996, there was a
net loss of ($313); and for the nine months ended September 30, 1997 and 1996,
net losses were ($7,749) and ($2,353), respectively.
Liquidity
- ---------
Since January 1, 1996, and through September 30, 1997, $3,915 were
provided by members of management to pay the expenses incurred by the Company
in bringing its status current in the state of Nevada and related matters.
There is no written note or agreement respecting the repayment of these funds,
although they are due on demand, and bear no interest.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None; not applicable.
Item 2. Changes in Securities.
None; not applicable.
Item 3. Defaults Upon Senior Securities.
None; not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted to a vote of the Company's security holders
during the first quarter of the calendar year covered by this Report or
during the two previous calendar years; further, no matter has been submitted
to a vote of the Company's security holders since the Company became
dormant in 1988.
Item 5. Other Information.
None; not applicable.
Item 6. Exhibits and Reports on Form 8-K.
Exhibit
(a) Exhibits.* Number
None.
(b) Reports on Form 8-K.
None.
* A summary of any Exhibit is modified in its entirety by reference
to the actual Exhibit.
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 thereunto duly authorized.
INTERNATIONAL FIRE PREVENTION, INC.
Date: 11/12/97 By /s/ David C. Merrell
David C. Merrell
President and Director
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, this Report has been signed below by the following persons on
behalf of the Company and in the capacities and on the dates indicated:
INTERNATIONAL FIRE PREVENTION, INC.
Date: 11/12/97 By /s/ David C. Merrell
David C. Merrell
President and Director
Date: 11/12/97 By /s/ Corie Merrell
Corie Merrell
Secretary/Treasurer and Director
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 20329
<BONDS> 0
0
0
<COMMON> 1500
<OTHER-SE> (21829)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 7749
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (7749)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (7749)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
