U.S. Securities and Exchange Commission
Washington, DC 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 September 30, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ---- to ----
Commission File number 0-161470
TELE-OPTICS, INC.
(Exact name of small business issuer as specified in its charter)
Delaware 65-0008442
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
21218 St. Andrews Boulevard, #642, Boca Raton, FL 33433
(Address of principal executive office and zip code)
(561) 360-4951
(Issuer's telephone number)
(Former name, former address, and former fiscal year,
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 of 1934
during the past 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 at least the past 90
days. Yes _X_ 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: On December 1, 1999, there were 4,740,000 shares of the
Registrant's Common Stock outstanding.
Transitional Small Business Disclosure Format (check one);
Yes No X
<PAGE>
TELE-OPTICS, INC.
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets - September 30, 1999 (Unaudited) and
December 31, 1998
Statement of Operations - Three months and nine
months ended September 30, 1999 and 1998
(Unaudited).
Statement of Cash Flows - Nine months ended
September 30, 1999 and 1998 (Unaudited).
Notes to Financial Statements.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security-Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
<PAGE> 2
TELE-OPTICS, INC.
PART I - FINANCIAL INFORMATION
Item I. Financial Statements
<PAGE> 3
TELE-OPTICS, INC.
BALANCE SHEET
<TABLE>
<CAPTION>
September 30, December 31,
1999 1998
(Unaudited)
------------- ------------
<S> <C> <C>
ASSETS
Current Assets:
Cash $ 2,404 $ 28,145
=========== ===========
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current Liabilities:
Accounts payable $ 3,000 $ -
----------- -----------
Shareholders' Deficit:
Common stock, par value,
$.001 per share; authorized,
5,000,000 shares; issued and
outstanding 4,740,000 shares 47,400 47,400
Additional paid-in capital 1,863,042 1,863,042
Retained earnings (deficit) (1,735,950) (1,707,209)
----------- -----------
174,492 203,233
Less: Treasury stock,
50,000 shares at cost 175,088 175,088
----------- -----------
Total Shareholders' Deficit (596) 28,145
----------- -----------
$ 2,404 $ 28,145
=========== ===========
</TABLE>
See notes to financial statements.
<PAGE> 4
TELE-OPTICS, INC.
STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1999 1998 1999 1998
---------- --------- ---------- ----------
<S> <C> <C> <C> <C>
Revenues: $ - $ - $ - $ -
Costs and Expenses:
Administrative (1,460) - (28,741) (2,015)
---------- --------- ---------- ----------
Net income (loss) $ (1,460) $ - $ (28,741) $ (2,015)
========== ========= ========== ==========
Income (loss)
per share $ - $ - $ (.01) $ -
========== ========= ========== ==========
Average number of
shares outstanding 4,740,000 4,740,000 4,740,000 4,740,000
========== ========== ========== ==========
</TABLE>
See notes to financial statements.
<PAGE> 5
TELE-OPTICS, INC.
STATEMENT OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
1999 1998
----------- -----------
<S> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES: $ (28,741) $ (2,015)
Adjustments to reconcile net
loss to net cash used in
operating activities:
Increase in accounts payable 3,000 -
---------- ----------
Net cash used in operating
activities (25,741) (2,015)
CASH FLOWS FROM
INVESTING ACTIVITIES - -
CASH FLOWS FROM
FINANCING ACTIVITIES - (3,000)
---------- ----------
DECREASE IN CASH (25,741) (5,015)
CASH BALANCE -
BEGINNING OF PERIOD 28,145 34,000
---------- ----------
CASH BALANCE -
END OF PERIOD $ 2,404 $ 28,985
========== ==========
</TABLE>
See notes to financial statements.
<PAGE> 6
TELE-OPTICS, INC.
NOTES TO FINANCIAL STATEMENTS
September 30, 1999
NOTE 1 - BUSINESS ACTIVITY
The Company, a Delaware corporation, maintains an
administrative office in Florida. At the present time,
the Company has minimal operations, and is actively
attempting to acquire a business operation, or effect a
business combination with a privately-held company
seeking public status.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The balance sheet as of September 30, 1999, the statement
of operations for three months and nine months ended
September 30, 1999 and 1998, and the statement of cash
flows for the nine months ended September 30, 1999 and
1998, have been prepared by the Company without audit.
In the opinion of management, all adjustments (which
include only normal recurring accruals) necessary to
present fairly the financial position and results of
operations at September 30, 1999, and for all periods
presented have been made.
The financial statements as of December 31, 1998 have
been derived from audited financial statements.
The operations for the nine months ended September 30,
1999 are not necessarily indicative of the results of
operations to be expected for the Company's fiscal year.
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
financial statements be read in conjunction with the
financial statements and notes thereto as of December 31,
1998 and the year then ended.
NOTE 3 - NET INCOME (LOSS) PER SHARE
Net income (loss) per common share is based on the
weighted average number of shares outstanding during the
period.
<PAGE> 7
Item 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION OR PLAN OF OPERATION
Plan of Operation
The Registrant is presently a development stage company
conducting minimal business operations. The Company has become
current in its reporting obligations under the Securities Exchange
Act of 1934 through the preparation and filing of quarterly and
annual reports on Forms 10-QSB and 10-KSB, respectively. Since the
Company has become current in its reporting obligations, the
Company is attempting to effect a merger, exchange of capital
stock, asset acquisition or other similar business combination (a
"Business Combination") with an operating or development stage
business which the Registrant may consider to have significant
growth potential.
As indicated above, management has determined that the
Company's business plan during the next twelve (12) months is
primarily to seek one or more potential businesses which may, in
the opinion of management, warrant the Company's involvement. The
Company recognizes that as a result of its limited financial,
managerial or other resources, the number of suitable potential
businesses which may be available to it will be extremely limited.
In seeking to attain its business objective, the Company will not
restrict its search to any particular industry. Rather, the
Company may investigate businesses of essentially any kind or
nature, including but not limited to, finance, high technology,
manufacturing, service, sports, research and development,
communications, insurance, brokerage, transportation and others.
Notwithstanding the foregoing, management does not intend to become
involved with a company which is an "investment company" under the
Investment Company Act of 1940, or with a company which may be
deemed an "investment advisor" under the Investment Advisors Act of
1940. Nor does the Company intend to become an investment company
or an investment advisor. Management's discretion is otherwise
unrestricted and it may participate in any business whatsoever
which may in the opinion of management, meet the business
objectives discussed herein. It is emphasized that the business
objectives discussed herein are extremely general and are not
intended to be restrictive upon the discretion of management. As
of the date of this report, the Company has not chosen the
particular area of business in which its proposes to engage and has
not conducted any market studies with respect to any business or
industry, although management of the Company has had preliminary
discussions with a variety of enterprises.
The Company will not restrict its search to any specific
industry, except as set forth above. At this time, it is
impossible to determine the needs of the business in which the
Company may seek to participate, and whether such business may
require additional capital, management, or may be seeking other
advantages which the Company may offer.
<PAGE> 8
Possible business endeavors may involve the acquisition of or
a merger with a company which does not need additional equity, but
seeks to establish a public trading market for its securities.
Businesses which seek the Company's participation in their
operations may desire to do so to avoid what such businesses deem
to be adverse factors related to undertaking a public offering.
Such factors include substantial time requirements and legal costs,
along with other conditions or requirements imposed by Federal and
state securities laws.
The analysis of potential business endeavors will be
undertaken by or under the supervision of the Company's management.
Management is comprised of individuals of varying business
experiences, and management will rely on their own business
judgment in formulating decisions as to the types of businesses
which the Company may acquire or in which the Company may
participate. It is quite possible that management will not have
any business experience or expertise in the type of businesses
engaged in by a company which may be investigated by the Company.
It is anticipated that locating and investigating specific
proposals will take a substantial period of time, although the time
such process will take can by no means be assured. Further, even
after a business is located, the negotiation, drafting and
execution of relevant agreements, disclosure documents and other
instruments may require substantial additional time, effort and
attention on the part of management, as well as substantial costs
for attorneys, accountants and others. If a decision is made not
to participate in a specific business endeavor, the costs
theretofore incurred in the related investigation might not be
recoverable. Furthermore, even if an agreement were reached for
the participation in a specific business, the failure to consummate
that transaction might result in the loss to the Company of the
related costs incurred.
Since the Company's operating expenses, in management's
opinion, will be minimal during the next twelve (12) months or
until the Company is able to engage in meaningful operations, the
Company does not anticipate a liquidity deficiency. It is
anticipated that the Company's current management and others will
fund the Company's operations, if required, by loans and/or
contributions of capital. The Company has no present commitment
that is likely to result in its liquidity increasing or decreasing
in any material way. In addition, the Company knows of no trend,
additional demand, event or uncertainty that will result in, or
that are reasonably likely to result in, the Company's liquidity
increasing or decreasing in any material way. The Company has no
material commitments for capital expenditures. The Company knows
of no material trends, favorable or unfavorable, in the
Registrant's capital resources. The Company has no outstanding
credit lines or credit commitments in place and has no current need
for financial credit.
<PAGE> 9
PART II
Item 1. LEGAL PROCEEDINGS
Not applicable.
Item 2. CHANGE IN SECURITIES
Not Applicable
Item 3. DEFAULTS UPON SENIOR SECURITIES
Not Applicable
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Applicable
Item 5. OTHER INFORMATION
Not Applicable
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) There are no exhibits required to be filed for the
period covered by this Report.
(b) The Company did not file a Current Report on Form
8-K during the period covered by this Report.
<PAGE> 10
SIGNATURES
In accordance with the requirements of the Exchange Act, the
Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
TELE-OPTICS, INC.
By:/s/John P. Little
Dated: December 15, 1999 John P. Little, President
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Balance
Sheet, Statement of Operations, Statements of Cash Flows and Notes thereto
incorporated in Part I, Item 1. of this Form 10-QSB and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> SEP-30-1999
<CASH> 2,404
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,404
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,404
<CURRENT-LIABILITIES> 3,000
<BONDS> 0
0
0
<COMMON> 47,400
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 2,404
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 1,460
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,460)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,460)
<EPS-BASIC> 0.00
<EPS-DILUTED> 0.00
</TABLE>
