3
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. 0-25765
PATRIOT INVESTMENT CORPORATION
(Exact name of small business issuer as specified in its charter)
Nevada 87-0429748
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
6169 Jamestown Court, Salt Lake City, Utah 84121
(Address of principal executive offices)
801-566-6627
(Issuer's telephone number)
Not Applicable
(Former name, address and fiscal year, if changed since last report)
Check whether the issuer (1) has 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 issuer
was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [ X] No [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:
Check whether the registrant has filed all documents and reports
required to be filed by Sections 12, 13, or 15(d) of the
Exchange Act subsequent to 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 March 31, 2000: 25,000,000
shares of common stock.
Transitional Small Business Format: Yes [ ] No [ X ]
<PAGE>
FORM 10-QSB
PATRIOT INVESTMENT CORPORATION
INDEX
Page
PART I. Financial Information
Item I. Financial Statements (unaudited) 3
Review Report of Independent Certified
Public Accountants 4
Condensed Balance Sheets - March 31, 2000
(unaudited) and December 31, 1999 5
Condensed Statements of Operations
(unaudited) for the Three Months Ended
March 31, 2000 and 1999, and for the
Period from January 13, 1986 (Inception) 6
to March 31, 2000
Statements of Cash Flows (unaudited) for
the Three Months Ended March 31, 2000 and
1999, and from the Period from January
13, 1986 (Inception) to March 31, 2000 7
Notes to Consolidated Financial 8
Statements
Item 2. Management's Discussion and 9
Analysis of Financial Condition or Plan
of Operation
PART II. Other Information
Item 6. Exhibits and Reports on Form 8-K 10
Signatures 11
(Inapplicable items have been omitted)
2
<PAGE>
PART I.
Financial Information
Item 1. Financial Statements (unaudited)
In the opinion of management, the accompanying unaudited
financial statements included in this Form 10-QSB reflect all
adjustments (consisting only of normal recurring accruals)
necessary for a fair presentation of the results of operations
for the periods presented. The results of operations for the
periods presented are not necessarily indicative of the results
to be expected for the full year.
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<PAGE>
HANSEN, BARNETT & MAXWELL
A Professional Corporation
CERTIFIED PUBLIC ACCOUNTANTS
(801) 532-2200
Member of AICPA Division of Firms Fax (801) 532-7944
Member of SECPS 345 East Broadway, Suite 200
Member of Summit International Associates Salt Lake City, Utah 84111-2693
REVIEW REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors
Patriot Investment Corporation
We have reviewed the accompanying condensed balance sheet of
Patriot Investment Corporation (a development stage company) as
of March 31, 2000, and the related condensed statements of
operations and cash flows for the three-month periods ended March
31, 2000 and 1999 and the cumulative period from January 13, 1986
through March 31, 2000. These financial statements are the
responsibility of the Company's management.
We conducted our review in accordance with standards established
by the American Institute of Certified Public Accountants. A
review of interim financial information consists principally of
applying analytical procedures to financial data and making
inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit
conducted 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 condensed financial
statements referred to above for them to be in conformity with
generally accepted accounting principles.
We have previously audited, in accordance with generally accepted
auditing standards, the balance sheet as of December 31, 1999,
and the related statements of income, stockholders' equity, and
cash flows for the year then ended and the cumulative period from
January 1, 1994 through December 31, 1999 (not presented herein);
and in our report dated March 10, 2000, we expressed an
unqualified opinion on those financial statements with an
explanatory paragraph describing conditions that raised
substantial doubt about its ability to continue as a going
concern. The financial statements of Patriot Investment
Corporation for the period from inception on January 13, 1986
through December 31, 1993 were audited by other auditors whose
report dated January 15, 1995, expressed an unqualified opinion
with an explanatory paragraph describing conditions that raised
substantial doubt about it ability to continue as a going
concern.
HANSEN, BARNETT & MAXWELL
Salt Lake City, Utah
April 27, 2000
4
<PAGE>
PATRIOT INVESTMENT CORPORATION
(A Development Stage Company)
CONDENSED BALANCE SHEETS
(Unaudited)
ASSETS
March 31 December 31,
2000 1999
Current Assets - Cash $ 137 $ 376
Total Assets $ 137 $ 376
LIABILITIES AND STOCKHOLDERS= EQUITY
Current Liabilities Accounts Payable $ 1,987 $ -
Total Liabilities 1,987 -
Stockholders' Equity
Preferred Stock, $0.001 par value; 10,000,000
shares authorized; no shares issued and
outstanding Common Stock, $0.001 par value; $ - $ -
50,000,000 shares authorized; 25,000,000
shares issued and outstanding at March 31,
2000 and December 31, 1999 25,000 25,000
Additional paid in capital 141,376 141,376
Deficit accumulated during development stage (168,226) (166,000)
Total Stockholders' Equity (1,850) 376
Total Liabilities and Stockholders= Equity $ 137 $ 376
The accompanying notes are an integral part of these financial
statements.
5
<PAGE>
PATRIOT INVESTMENT CORPORATION
(A Development Stage Company)
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
From Inception
On January 13
For the Three Months 1986 Through
Ended March 31, March 31,
2000 1999 2000
Revenue $ - $ - $ -
Expenses 2,226 3,220 24,750
Loss from discontinued operations - - 143,476
Net Loss $ (2,226) $(3,220) $ (168,226)
Basic and Diluted Loss Per Share $ (0.00) $ (0.00) $ (0.02)
Weighted Average Shares
Outstanding 25,000,000 20,000,000 7,707,233
The accompanying notes are an integral part of these financial
statements.
6
<PAGE>
PATRIOT INVESTMENT CORPORATION
(A Development Stage Company)
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
From Inception
On January
13, 1986
For the Three Months Through
Ended March 31, March 31,
2000 1999 2000
Cash Flows from Operating Activities
Net loss $ (2,226) $ (3,220) $ (168,226)
Adjustments to reconcile net loss to cash
used by operating activities:
Change in accounts payable 1,987 - 1,987
Net Cash Used in Operating Activities (239) (3,220) (166,239)
Cash Flows from Financing Activities
Proceeds from issuance of common stock - - 161,376
Advances from officer - - 5,000
Net Cash Provided by Financing Activities - - 166,376
Net Increase (Decrease) in Cash (239) (3,220) 137
Cash at Beginning of Year 376 4,914 -
Cash at End of Period $ 137 $ 1,694 $ 137
Supplemental Cash Flow Information
No interest was paid during the three months ended March 31, 2000
and 1999 nor for the period from January 13, 1986 (date of
inception) through March 31, 2000.
The accompanying notes are an integral part of these financial
statements.
7
<PAGE>
PATRIOT INVESTMENT CORPORATION
(A Development Stage Company)
NOTE TO THE CONDENSED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1B CONDENSED FINANCIAL STATEMENTS
The accompanying condensed financial statements are unaudited. In
the opinion of management, all necessary adjustments (which
include only normal recurring adjustments) have been made to
present fairly the financial position, results of operations and
cash flows for the periods presented. Certain information and
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
consolidated financial statements be read in conjunction with the
Company's financial statements and notes thereto included in the
Form 10-KSB dated December 31, 1999. The results of operations
for the three month period ended March 31, 2000 are not
necessarily indicative of the operating results to be expected
for the full year.
8
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION OR PLAN OF OPERATION
Forward-Looking Statement Notice
When used in this report, the words "may," "will," "expect,"
"anticipate," "continue," "estimate," "project," "intend," and
similar expressions are intended to identify forward-looking
statements within the meaning of Section 27a of the Securities
Act of 1933 and Section 21e of the Securities Exchange Act of
1934 regarding events, conditions, and financial trends that may
affect the Company's future plans of operations, business
strategy, operating results, and financial position. Persons
reviewing this report are cautioned that any forward-looking
statements are not guarantees of future performance and are
subject to risks and uncertainties and that actual results may
differ materially from those included within the forward-looking
statements as a result of various factors. Such factors are
discussed under the "Item 6. Management's Discussion and
Analysis of Financial Condition or Plan of Operations," and also
include general economic factors and conditions that may directly
or indirectly impact the Company's financial condition or results
of operations.
Three Month periods Ended March 31, 2000 and 1999
The Company had no revenue from continuing operations for the
three-month periods ended March 31, 2000 and 1999.
General and administrative expenses for the three month periods
ended March 31, 2000 and 1999, consisted of general corporate
administration, legal and professional expenses, and accounting
and auditing costs. These expenses were $2,226 and $3,220 for
the three-month periods ended March 31, 2000 and 1999,
respectively.
As a result of the foregoing factors, the Company realized a net
loss of $2,226 for the three months ended March 31, 2000, as
compared to a net loss of $3,220 for the same period in 1999.
Liquidity and Capital Resources
At March 31, 2000, the Company had working capital deficit of
approximately $1,850, as compared to a working capital of
approximately $376 at December 31, 1999.
Management believes that the Company has sufficient cash and
short-term investments to meet the anticipated needs of the
Company's operations through at least the next 12 months.
However, there can be no assurances to that effect, as the
Company has no significant revenues and the Company's need for
capital may change dramatically if it acquires an interest in a
business opportunity during that period. The Company's current
operating plan is to (i) handle the administrative and reporting
requirements of a pubic company, and (ii) search for potential
businesses, products, technologies and companies for acquisition.
At present, the Company has no understandings, commitments or
agreements with respect to the acquisition of any business
venture, and there can be no assurance that the Company will
identify a business venture suitable for acquisition I the
future. Further, there can be no assurance that the Company
would be successful in consummating any acquisition on favorable
terms or that it will be able to profitably manage any business
venture it acquires.
9
<PAGE>
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
Reports on Form 8-K: No reports on Form 8-K were filed by the
Company during the quarter ended March 31, 2000.
Exhibits: Included only with the electronic filing of this report
is the Financial Data Schedule for the three month period ended
March 31, 2000 (Exhibit ref. No. 27).
10
<PAGE>
SIGNATURES
In accordance with the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned thereunto
duly authorized.
PATRIOT INVESTMENT CORPORATION
Date: 5/5/00 By: Bradley S. Shepherd
Bradley S. Shepherd,
President, Secretary and Treasurer
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<PAGE>
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<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-2000
<CASH> 137
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 137
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 137
<CURRENT-LIABILITIES> 1,987
<BONDS> 0
0
0
<COMMON> 25,000
<OTHER-SE> (26,850)
<TOTAL-LIABILITY-AND-EQUITY> 137
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (2,226)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,226)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,226)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
