U.S. 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 quarterly period ended September 30, 1999
Commission File Number: 033-90355
NEVADA 454390 87-0542172
(STATE OF INCORPORATION) (PRIMARY STANDARD (IRS EMPLOYER
INDUSTRIAL INDENIFICATION NUMBER)
CLASSIFICATION
CODE NUMER)
BINGOGOLD.COM, INC.
------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the preceding 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___
As of September 30, 1999, the Registrant had 8,984,064 shares of
common stock, no par value per share, outstanding.
Transitional Small Business Disclosure Format (check one): Yes__ No X
<PAGE> 1
BINGOGOLD.COM, INC.
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of
SecurityHolders
Item 5. Other Information
Item 6. Exhibits
[Inapplicable Items Have Been Omitted]
<PAGE> 2
BINGOGOLD.COM, INC.
(A Development Stage Company)
CONDENSED BALANCE SHEET
September 30, 1999
(UNAUDITED)
ASSETS
Current Assets
Deposit with legal counsel $ 659
Total Current Assets 659
-------------
Total Assets $ 659
=============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable $ 19,280
-------------
Total Current Liabilities 19,280
-------------
Stockholders' Deficit
Common stock - $0.001 par value; 75,000,000 shares
authorized; 8,984,025 shares issued and outstanding 8,984
Additional paid-in capital 206,934
Deficit accumulated during the development stage (234,539)
-------------
Total Stockholders' Deficit (18,621)
-------------
Total Liabilities and Stockholders' Equity $ 659
=============
See the accompanying notes to condensed financial statements.
<PAGE> 3
BINGOGOLD.COM, INC.
(A Development Stage Company)
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
Cumulative From
April 12, 1989
For the Six Months For the Nine Months (Beginning of
Ended June 30, Ended Sept. 30, Development Stage)
------------------ ------------------ through
1999 1998 1999 1998 September 30, 1999
------- ------- ------- -------- ------------------
General and
Administrative
Expenses $ 9,822 $ 1,936 $ 12,833 $ 2,441 $ 234,539
--------- ------- --------- ------- -------------
Net Loss $ (9,822) $(1,936) $ (12,833) $(2,441) $ (234,539)
========== ======== ========== ======== ==============
Basic and
Diluted Loss
Per Share $ (0.00) $ (0.00) $ (0.00) $ (0.00) $ (0.21)
========== ======== ========== ======== =============
Weighted
Average Common
Shares Used in
Per Share
Calculation 8,984,025 984,025 8,984,025 984,025 $ 1,127,279
========= ======== ========== ======= =============
See the accompanying notes to condensed financial statements.
<PAGE> 4
BINGOGOLD.COM, INC.
(A Development Stage Enterprise)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
Cumulative From
April 12, 1989
For the Nine Months Ended (Beginning of
------------------------- Development Stage)
September 30, through
1999 1998 September 30, 1999
----------- ----------- ------------------
Cash Flows From Operating
Activities
Net loss $ (12,833) $ (2,441) $ (234,539)
Adjustments to reconcile
net loss to net cash
used by operating
activities:
Amortization -- -- 1,183
Common stock issued
for services -- -- 9,000
Expenses paid by
shareholder 678 -- 678
Change in assets and
liabilities:
Net change in deposit
with legal counsel (659) -- (659)
Other assets -- -- 11,029
Payable to shareholder -- -- (3,003)
Accounts payable 10,814 926 21,783
---------- ----------- ---------------
Net Cash Used by Operating
Activities (2,000) (1,515) (194,528)
----------- ----------- ---------------
Cash Flows From Investing
Activities Cash acquired
upon reorganization
of Company -- -- 23,540
----------- ----------- ---------------
Net Cash Provided by
Investing Activities -- -- 23,540
----------- ----------- ---------------
Cash Flows From Financing
Activities Borrowings
from shareholder -- 5,000 13,800
Principal payments on
borrowings from shareholder -- -- (13,800)
Issuance of common stock
for cash -- -- 86,500
Additional capital
contributed 2,000 -- 84,488
---------- ----------- ---------------
Net Cash Provided by
Financing Activities 2,000 5,000 170,988
---------- ----------- ---------------
Increase in Cash -- 3,485 --
Cash at Beginning of Period -- -- --
---------- ----------- ---------------
Cash at End of Period $ -- $ 3,485 $ --
=========== =========== ===============
See the accompanying notes to condensed financial statements.
<PAGE> 5
BINGOGOLD.COM, INC.
(A Development Stage Enterprise)
NOTES TO CONDENSED FINANCIAL STATEMENTS
NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization -- Cofitras Entertainment, Inc. (Company), was
incorporated on January 26,1986 as Vantage, Inc. in the State of
Nevada. On April 12, 1989, the Company ceased operations and is
currently considered a development stage enterprise with its business
purpose being seeking a suitable merger/acquisition or joint venture
candidate. In 1995, the Company changed its name from Vantage, Inc. to
COFITRAS ENTERTAINMENT, INC. In 1999, the Company changed ins name
to BINGOGOLD.COM, INC.
Use of 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 and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those
estimates.
Basis of Presentation -- The Company has no operations and has
accumulated losses since inception of $234,539. This situation raises
substantial doubt about its ability to continue as a going concern.
The accompanying financial statements do not include
any adjustments relative to the amount and classification of
liabilities that might result from the outcome of this uncertainty.
Management is currently seeking one or more potential business
ventures through acquiring or merging with a company with viable
operations.
Basic and Diluted Loss Per Common Share -- In the fourth quarter 1998,
the Company adopted Statement of Financial Accounting Standards (SFAS)
No. 128, Earnings Per Share. Under SFAS 128, loss per common share is
computed by dividing net loss available to common stockholders by the
weighted-average number of common shares outstanding during the period.
The adoption of SFAS 128 had no effect on basis or diluted loss per
common share.
NOTE 2-PRESENTATION OF INTERIM FINANCIAL STATEMENTS
The accompanying financial statements have been prepared by the Company
without audit, pursuant to the rules and regulations of the Security
and Exchange Commission. Certain information and note disclosures
normally included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted
pursuant to such regulations, although the Company believes that the
disclosures are adequate to make the information presented not
misleading. These financial statements should be read in conjunction
with the financial statements and notes thereto included in the
Company's most recent Annual Report on Form 10-KSB. In the opinion of
<PAGE> 6
BINGOGOLD.COM, INC.
(A Development Stage Enterprise)
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Continued)
management, these financial statements include all adjustments
(consisting only of normal recurring adjustments) necessary to present
fairly the Company's financial position, the results of its
operations and its cash flows for the periods presented. The
results of operations of the nine-month period ended September 30,
1999 are not necessarily indicative of the results that may be
expected for the remainder of the fiscal year ending
December 31, 1999.
NOTE 3 - DEPOSIT WITH LEGAL COUNCIL
In April and June 1999, a shareholder contributed additional capital
totaling $2,000 for which no additional shares were issued. These funds
were held in a trust fund by the company's legal Counsel and used to
pay Company expenses during the three months ended September 30,
1999. The balance remaining in the trust account was $659 as of
September 30, 1999.
<PAGE> 7
PART I. - Financial Information
-------------------------------
Item 1. Financial Statements. [Unaudited]
- ------------------------------------------
Attached hereto and incorporated by this reference are
the unaudited Financials Statements for Cofitras Entertainment, Inc.
for the nine month period ending September 30, 1999.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Opertions.
-------------------------------------------------
Management's discussion and analysis may contain
forward-looking statements that involve risks and uncertainties. The
statements contained in this 10-QSB Report that are not purely historical
are forward-looking statements within the meaning of Section 21 E of the
Exchange Act, including, without limitation, statements regarding the
Company's expectations, beliefs, estimates, intentions, and strategies
about the future. Words such as, "anticipates," "expects," "intends,"
"plans," "believes," "seeks," "estimates," "projects," "predicts," or
ariations of such words and similar expressions are intended to
identify such forward-looking statements, but their absence
does not mean the statement is not forward-looking. These statements are not
guarantees of future performance and are subject to certain risks,
uncertainties, and assumptions that are difficult to predict; therefore,
actual results may differ materially from those expressed or forecasted in
any such forward-looking statements as a result of various factors.
Management has attempted in this section to highlight and discuss what
it believes are the more significant financial data and operating information
about the Company. As a summary, it is subject to and should be considered in
connection with the more complete Financials attached hereto.
(a) Operations & Liquidity - Cofitras does not presently have
any active business purposes or revenues and minimal assets.
While current liabilities are relatively modest ($19,280), the Company
does not have any current cash flow with which it may discharge such
liabilities. Currently, the Company is solely engaged through a principal
officer, Damon Madsen, in seeking potential acquisition, merger, or other
reorganizational opportunities by which the Company may obtain assets and
an active business purpose. No assurance of success with regard to these
efforts can be made, nor the terms under which a reorganization,
acquisition, or business type of restructuring may be implemented.
Shareholders should realize that any reorganization or
restructuring of the Company for business purposes will almost
certainly result in additional shares being issued to a merger or acquisition
candidate supplying either an active business purpose and/or assets leading to
pursuit of an active business purpose. The net result of any such
reorganization is that the percentage of ownership of existing shareholders
will almost certainly be significantly reduced and shareholders may further
suffer some dilution to their sharehold value. However, dilution is not
anticipated to be a significant factor in any reorganization, since the
current shares essentially have no tangible value based upon the lack of
assets or other interest having value presently in the Company.
The present Company must be solely valued upon its present worth as an
inactive, no-asset based reporting company, sometimes referred to as a "public
shell." At present the Company has an accumulated deficit of approximately
$234,539, and current liabilities of approximately $19,280, with no material
assets. As previously noted, the Company does not presently have, nor has it
historically had, any revenues or resulting income. Costs of the Company, such
as those incurred in filing these reports, are primarily being financed through
loans or capital contributions to the Company from its principal shareholders,
or carried as accounts payable.
In the last audited Financial Statements for the Company for the period
ending December 31, 1998, the auditors expressed an opinion that the Company may
not be considered as a "going concern" due to lack of revenues or income.
Management would further note that while its present management is actively
engaged in seeking acquisition or merger possibilities for the Company,
unless such activities are successful within the next few months, the
Company may not be able to continue to pay and discharge the cost of
maintaining the Company as an active business corporation, and/or as a
continuing Reporting Company under the Securities and Exchange Act of 1934.
Shareholders will be notified when or if the Company is successful in a
proposed form of reorganization and may be required to vote on approval or
acceptance of such reorganization depending upon the type or nature of such a
reorganization proposal.
As previously noted in the last filed 10-KSB Report for the period
ending December 31, 1998, the Company was substantially reorganized in a
majority share acquisition closed as of March 1999. As a result
of that Majority Share Acquisition, the following parties became the majority
shareholders in the Company and also assumed management responsibilities.
Number of Percentage of Option or
Name Position Shares Held Issued & Rights*
Outstanding
Shares
Damon Madsen Pres/Director 2,666,667 30% 0
Gregory Stringham VP/Director 2,666,667 30% 0
Dennis Madsen Sec/Treas/ 2,666,667 30% 0
Director
* There are no outstanding options or similar stock rights in the
Company to any person.
Due to the lack of revenues or income in the Company, none of the
officers or directors are presently receiving any compensation. Officers and
directors may be allowed deferred compensation in cash or shares to be paid as
part of a future reorganizational effort, if and when negotiated.
Management's general discussion of operations and Financial Statements
is limited by and should be considered within the context of the actual
Financial Statements and Notes attached thereto and incorporated as part of
Item 1 above.
(b) Year 2000 Disclosure - As many of our shareholders and
other interested parties may be aware, there is significant concern
that certain computer programs and computers are not presently configured
to recognize the year 2000 or succeeding years. This defect in computer
functions could have a serious adverse impact upon your company and other
industries if various computer programs and applications cease to function
or function erroneously as we approach the year 2000.
By way of practical illustration, software programs dealing with
accounting and banking functions within the Company could misfunction or cease
to function if not year 2000 compliant. The Company views the year 2000, or Y2K,
compliance problems it may face to fall within three general categories:
(1) The potential impact on the Company's own information
technology (IT Systems) consisting of stand alone computers and
their integral software.
(2) The potential impact of the possibility of collateral
failure or misfunction in non-IT systems due to their computer
components such as telephone systems, security systems, Company vehicles, etc.
(3) The potential adverse effect upon the Company from year
2000 failure among third party service and product suppliers
upon which the Company may depend in the future for any core products and
services.
The Company believes it is addressing its year 2000 potential problems
related to its owned or leased IT systems. The Company has recently reviewed
the computer and programs which it uses and determined both the computer and
programs to be Y2K compliant.
As to non-IT systems, the Company presently does not have any systems,
but will insure that any such systems leased, bought, or acquired in the future
are certified Y2K compliant.
The Company, not having any present business purpose, cannot plan for
future Y2K problems and compliance by third parties, except to make such
planning a criteria in any future business acquisition or pursuit.
PART II. - Other Information
----------------------------
Item 4. Submission of Matters to a Vote of Security Holders
- -----------------------------------------------------------
No matters were required to be submitted to shareholder vote
during the quarter ending September 30, 1999 or are anticipated to be
submitted during the third quarter of 1999.
Item 5. - Other Information.
- ----------------------------
The Company knows of no other material information
other than as described and set out above. For the interim period,
the Company will be engaged in attempting to assimilate changes
resulting from the prior Reorganization and to work to achieve a suitable
merger or acquisition.
Item 6. Exhibits and Reports on Form 8-K.
- ------------------------------------------
(1) The attached unaudited Financials for the period
ending September 30, 1999 are attached and incorporated as part I.
(2) The Company made no 8-K Filings in the quarter
ending September 30, 1999.
OTHER EXHIBITS:
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 thereunto duly authorized.
BINGOGOLD.COM, INC.
Date: December 9, 1999 By:-------------------------
Richard D. Wilk
President, Secretary and
Treasurer
[TYPE]EX-27
<SEQUENCE>2
[DESCRIPTION]FDS --
<TABLE> <S> <C>
[ARTICLE] 5
<S> <C>
[PERIOD-TYPE] 9-MOS
[FISCAL-YEAR-END] DEC-31-1999
[PERIOD-END] SEP-30-1999
[CASH] 659
[SECURITIES] 0
[RECEIVABLES] 0
[ALLOWANCES] 0
[INVENTORY] 0
[CURRENT-ASSETS] 659
[PP&E] 0
[DEPRECIATION] 0
[TOTAL-ASSETS] 0
[CURRENT-LIABILITIES] (19280)
[BONDS] 0
[PREFERRED-MANDATORY] 0
[PREFERRED] 0
[COMMON] 8984025
[OTHER-SE] 0
[TOTAL-LIABILITY-AND-EQUITY] (234539)
[SALES] 0
[TOTAL-REVENUES] 0
[CGS] 0
[TOTAL-COSTS] 0
[OTHER-EXPENSES] 0
[LOSS-PROVISION] 0
[INTEREST-EXPENSE] 0
[INCOME-PRETAX] 0
[INCOME-TAX] 0
[INCOME-CONTINUING] 0
[DISCONTINUED] 0
[EXTRAORDINARY] 0
[CHANGES] 0
[NET-INCOME] 0
[EPS-BASIC] 0
[EPS-DILUTED] 0
</TABLE>
