United States Securities and Exchange Commission
Washington, DC 20549
FORM 10-QSB
Quarterly Report Under Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the Quarter Ended Commission File Number
- --------------------- ----------------------
September 30, 1999 0-25765
PATRIOT INVESTMENT CORPORATION
-------------------------------
(Exact name of registrant as specified in its charter)
NEVADA
--------
(State of other jurisdiction of incorporation or organization)
87-0429748
------------
(I.R.S. Employer Identification No.)
6269 Jamestown Court, Salt Lake City, Utah, 84121
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(Address of principal executive offices)
801-566-6627
--------------
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
None
------
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 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.
X Yes No
------ ------
State the number of shares outstanding of each of the registrants classes
of common equity, as of the latest practicable date.
Common stock, par value $.001, 20,000,000 shares outstanding as of
October 21, 1999
Transitional small business disclosure format (Check one):
X Yes No
----- -----
PART I - FINANCIAL INFORMATION
-------------------------------
ITEM 1. FINANCIAL STATEMENTS
- -----------------------------
See pages F-1 to F-4 attached.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL STATEMENTS
- ---------------------------------------------------------------------
This Form 10-QSB contains certain forward-looking statements. For
this purpose any statements contained in this Form 10-QSB that are not
statements of historical fact may be deemed to be forward-looking
statements. Without limiting the foregoing, words such as "may", "will,"
"expect," "believe," "anticipate," "estimate" or "continue" or comparable
terminology are intended to identify forward-looking statements. These
statements by their nature involve substantial risks and uncertainties, and
actual results may differ materially depending on a variety of factors,
many of which are not within the Company's control. These factors include
but are not limited to economic conditions generally and in the industries
in which the Company may participate; competition within the Company's
chosen industry, including competition from much larger competitors;
technological advances and failure by the Company to successfully develop
business relationships.
General
- -------
Since its inception in 1986, the Company has not had active business
operations. The Company intends to seek, investigate and if warranted,
acquire an interest in a business opportunity. The Company does not
propose to restrict its search for a business opportunity to any particular
industry or geographical area and may, therefore, engage in essentially any
business in any industry. The Company has unrestricted discretion in
seeking and participating in a business opportunity, subject to the
availability of such opportunities, economic conditions and other factors.
As of the date of this report, the Company has not yet entertained the
acquisition of any business opportunity but is actively seeking such
opportunities.
Year 2000 Compliance
- --------------------
This concern, known as "The Year 2000" problem or "The Millennium Bug"
is expected to effect a large number of computer systems and programs after
the year 1999. The concern is that any computer function that requires a
date calculation may produce errors or system failures. As a result,
computer systems and/or software used by many companies will need to be
upgraded to comply with "Year 2000" requirements. The Company is presently
evaluating the impact of the Year 2000 issue as it affects its business
operations and interfaces . To date, the Company is unaware of any
situation of noncompliance that would materially adversely effect its
operations or financial condition. There can be no assurance, however,
that instances of noncompliance which could have a material adverse effect
on the Company's operations or financial condition have been identified.
Additional, there can be no assurance that the systems of other companies
with which the Company transacts business will be corrected on a timely
basis, or that failure by such third party entities to correct a Year 2000
problem, or a correction which is incompatible with the Company's
information systems, would not have a material adverse effect on the
Company's operations or financial condition.
2
PLAN OF OPERATIONS
- ------------------
The Company has little cash and has experienced losses from inception.
As of September 30, 1999, the Company had $3,784 cash on hand. As of that
date, the Company had no outstanding liabilities. The Company has no
material commitments for capital expenditures for the next twelve months.
As of the date of this report, the Company has yet to generate
positive cash flow. Since inception, the Company has primarily financed
its operations through the sale of common stock.
The Company believes that its current cash needs can be met with the
cash on hand for at least the next twelve months. However, should the
Company obtain a business opportunity, it may be necessary to raise
additional capital. This may be accomplished by selling common stock of
the Company.
Management of the Company intends to actively seek business
opportunities for the Company during the next twelve months.
PART II - OTHER INFORMATION
-----------------------------
Item 1. Legal Proceedings
- --------------------------
None
Item 2. Changes in Securities
- -------------------------------
Recent Sales of Unregistered Securities
(a) Securities sold.
--------------------
<TABLE>
<CAPTION>
Date Title Price Per Share Amount
------------- --------- --------------- ----------
<S> <C> <C> <C>
Dec. 31, 1996 Common $.001 2,300,000
Dec. 31, 1997 Common $.001 5,000,000
--------------------------------------------------------
</TABLE>
3
(b) Underwriters and other purchasers.
--------------------------------------
All securities were purchased by Bradley S. Shepherd, an officer and
director of the Company.
(c) Consideration.
------------------
The aggregate offering price for sales made in 1996 was $2,300 and
$15,000 in 1997. No commissions were paid.
(d) Exemption from registration claimed.
----------------------------------------
The shares were issued pursuant to an exemption from registration
under Section 4(2) of the Securities Act of 1933, as amended.
(e) Terms of conversion or exercise.
------------------------------------
Not applicable.
(f) Use of Proceeds.
--------------------
Proceeds from the sale of shares was used for working capital.
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
- -----------------------------------------
(A) Reports on Form 8-K
No reports on Form 8-K were filed or required to be filed during the
quarter ended September 30, 1999.
4
(B) Exhibits. The following exhibits are included as part of this
report:
<TABLE>
<CAPTION>
Exhibit SEC Exhibit Title of Document Location
Number Ref. Number
-------------------------------------------------------------
<S> <C> <C> <C>
27 27 Financial Data Schedule Attached
-------------------------------------------------------------
</TABLE>
5
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this to be signed on its behalf by the
undersigned thereunto duly authorized.
Patriot Investment Corporation
October 28, 1999 /s/ Bradley S. Shepherd
------------------------
Bradley S. Shepherd
President and Treasurer
6
PATRIOT INVESTMENT CORPORATION
(A Development Stage Company)
<TABLE>
<CAPTION>
BALANCE SHEETS
ASSETS
September December
30, 1999 31, 1998
------------ ------------
(Unaudited)
<S> <C> <C>
CURRENT ASSETS:
Cash in bank $ 3,784 $ 4,914
------------ ------------
Total Current Assets 3,784 4,914
------------ ------------
TOTAL ASSETS $ 3,784 $ 4,914
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ - $ -
Stockholder advance 4,000 -
------------ ------------
Total Current Liabilities 4,000 -
------------ ------------
STOCKHOLDERS' EQUITY
Preferred stock; $.001 par value,
10,000,000 shares authorized,
no shares issued and outstanding - -
Common stock; $.001 par value 30,000,000
shares authorized, 20,000,000 shares
issued and outstanding both periods 20,000 20,000
Capital in excess of par value 141,376 141,376
Earnings (deficit) accumulated during
the development stage (161,592) (156,463)
------------ ------------
Total Stockholders' Equity (Deficit) (216) 4,914
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 3,784 $ 4,914
============ ============
</TABLE>
See Notes to Condensed Financial Statements.
F-1
PATRIOT INVESTMENT CORPORATION
(A Development Stage Company)
<TABLE>
<CAPTION>
STATEMENTS OF OPERATION
(Unaudited)
For the Three For the Nine
Months Ended Months Ended Cumulative
September 30, September 30, During the
---------------------- --------------------- Development
1999 1998 1999 1998 Stage
---------- ---------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C>
REVENUE $ - $ - $ - $ - $ -
EXPENSES (435) (850) (5,130) (1,075) (18,116)
LOSS FROM DISCONTINUED
OPERATIONS - - - - (143,476)
---------- ---------- ---------- ---------- -----------
NET INCOME (LOSS) $ (435) $ (850) $ (5,130) $ (1,075) $ (161,592)
========== ========== ========== ========== ===========
EARNINGS (LOSS) PER SHARE $ (0.00) $ (0.00) $ (0.00) $ (0.00) $ (0.03)
========== ========== ========== ========== ===========
</TABLE>
See Notes to Condensed Financial Statements
F-2
PATRIOT INVESTMENT CORPORATION
(A Development Stage Company)
<TABLE>
<CAPTION>
STATEMENTS OF CASH FLOWS
(Unaudited)
For the Three For the Nine
Months Ended Months Ended Cumulative
September 30, September 30, During the
---------------------- --------------------- Development
1999 1998 1999 1998 Stage
---------- ---------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES
Net Income (Loss) $ (435) $ (850) $ (5,130) $ (1,075) $ (161,592)
---------- ---------- ---------- ---------- -----------
Net Cash Flows (Used)
By Operating Activities $ (435) $ (850) $ (5,130) $ (1,075) $ (161,592)
---------- ---------- ---------- ---------- -----------
CASH FLOWS FROM INVESTING
ACTIVITIES - - - - -
---------- ---------- ---------- ---------- -----------
CASH FLOWS FRON FINANCING
ACTIVITIES
Proceeds from sale of
common stock - - - - 161,376
Stockholder advance 4,000 - 4,000 - 4,000
---------- ---------- ---------- ---------- -----------
Net Cash Provided by
Financing Activities 4,000 - 4,000 - 165,376
---------- ---------- ---------- ---------- -----------
NET INCREASE (DECREASE)
IN CASH 3,565 (850) (1,130) (1,075) 3,784
CASH - BEGINNING OF PERIOD 219 5,764 4,914 5,989 -
---------- ---------- ---------- ---------- -----------
CASH - END OF PERIOD $ 3,784 $ 4,914 $ 3,784 $ 4,914 $ 3,784
========== ========== ========== ========== ===========
SUPPLEMENTAL DISCLOSURES
Interest $ - $ - $ - $ - $ -
========== ========== ========== ========== ===========
Income Tax $ - $ - $ - $ - $ -
========== ========== ========== ========== ===========
</TABLE>
See Notes to Condensed Financial Statements
F-3
PATRIOT INVESTMENT CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE #1 - CONDENSED FINANCIAL STATEMENTS
- ----------------------------------------
The Company, without audit, has prepared the accompanying financial
statements. In the opinion of management, all adjustments (which
include only normal recurring adjustments) necessary to present fairly
the financial position, results of operation and cash flows at
September 30, 1999 and 1998 and for all periods presented have been
made.
Certain information and footnote disclosure 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, 1998 audited financial statements. The results of
operations for the periods ended September 30, 1999 and 1998 are not
necessarily indicative of the operating results for the full year.
F-4
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000805729
<NAME> PATRIOT INVESTMENT CORP
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JUL-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 3,784
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3,784
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 3,784
<CURRENT-LIABILITIES> 4,000
<BONDS> 0
0
0
<COMMON> 20,000
<OTHER-SE> (20,216)
<TOTAL-LIABILITY-AND-EQUITY> 3,784
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 435
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (435)
<INCOME-TAX> 0
<INCOME-CONTINUING> (435)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (435)
<EPS-BASIC> .00
<EPS-DILUTED> .00
</TABLE>
