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, 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 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 October 30, 2000, there were 7,500,000 shares of the Registrant's
Common Stock issued and outstanding.
<PAGE>
TELE-OPTICS, INC.
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Accountant's Report
Balance Sheet - September 30, 2000 (Unaudited)
Statement of Operations - Nine months ended September
30, 2000 and 1999 (Unaudited).
Statement of Cash Flows - Nine months ended September
30, 2000 and 1999 (Unaudited).
Notes to Financial Statements.
Item 2. Management's Discussion and Analysis of Financial
Condition or Plan of Operation.
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
-2-
<PAGE>
TELE-OPTICS, INC.
PART I - FINANCIAL INFORMATION
Item I. Financial Statements
--------------------
-3-
<PAGE>
Board of Directors and Shareholders
Tele-Optics, Inc.
Boca Raton, Florida
INDEPENDENT ACCOUNTANT'S REPORT
I have reviewed the accompanying balance sheet of Tele-Optics, Inc. as
of September 30, 2000, and the statement of operations, and cash flows
for the nine months then ended. These financial statements are the
responsibility of the Company's management.
I conducted my 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, I do
not express such an opinion.
Based on my review, I am not aware of any material modifications that
should be made to the accompanying financial statements for them to be
in conformity with generally accepted accounting principles.
Thomas W. Klash
Certified Public Accountant
Hollywood, Florida
October 25, 2000
-4-
<PAGE>
TELE-OPTICS, INC.
(A Development Stage Company)
BALANCE SHEET
(Unaudited)
September 30,
2000
-------------
ASSETS
------
Current Assets:
Cash $ 3,222
============
LIABILITIES AND SHAREHOLDERS' DEFICIT
-------------------------------------
Current Liabilities:
Accounts payable $ 499
------------
Shareholders' Deficit:
Common stock, par value,
$.001 per share; authorized,
100,000,000 shares; issued and
outstanding 7,500,000 shares 7,500
Additional paid-in capital 1,755,454
Deficit accumulated during
development stage (53,022)
Accumulated deficit - from operations (1,707,209)
------------
Total Shareholders' Deficit 2,723
------------
Total Liabilities and Deficit $ 3,222
============
See accompanying notes to financial statements.
-5-
<PAGE>
TELE-OPTICS, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(UNAUDITED)
<TABLE>
<CAPTION>
Cumulative
Development
September 30, September 30, Stage
2000 1999 Amounts
------------- ------------- -----------
<S> <C> <C> <C>
Revenues: $ - $ - $ -
Costs and Expenses 10,272 28,741 53,022
------------ ------------ -----------
Net income (loss) $ (10,272) $ (28,741) $ (53,022)
============ ============ ===========
Net loss per
common share $ - $ (.01) $ (.01)
============ ============ ===========
Average number of
common shares
outstanding 7,101,852 4,740,000 5,885,291
============ ============ ===========
</TABLE>
See accompanying notes to financial statements.
-6-
<PAGE>
TELE-OPTICS, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(UNAUDITED)
<TABLE>
<CAPTION>
Cumulative
Development
September 30, September 30, Stage
2000 1999 Amounts
------------- ------------- -----------
<S> <C> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net loss $ (10,272) $ (28,741) $ (51,144)
Adjustments to reconcile
net (loss) to net cash
used in operating
activities:
Increase (decrease) in
accounts payable (4,767) - 845
Stock issued for services - 3,000 7,600
------------ ------------ -----------
Net cash used in operating
activities (15,039) (25,741) (42,699)
------------ ------------ -----------
CASH FLOWS FROM
FINANCING ACTIVITIES:
Sale of common stock 5,000 - 15,000
------------ ------------ -----------
Net cash provided by
financing activities 5,000 - 15,000
------------ ------------ -----------
NET (DECREASE) IN CASH (10,039) (25,741) (27,699)
CASH - BEGINNING OF PERIOD 13,261 28,145 28,145
------------ ------------ -----------
CASH - END OF PERIOD $ 3,222 $ 2,404 $ 446
============ ============ ============
</TABLE>
See accompanying notes to financial statements.
-7-
<PAGE>
TELE-OPTICS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 2000
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Operations - Tele-Optics, Inc. (the "Company") was
incorporated in the state of Delaware on December 31, 1986. In
1987, the Company issued shares of its common stock pursuant
to a public offering.
During, 1999, and through the date of this statement, the
Company has devoted its activities to raising capital,
becoming current on all previously delinquent regulatory
reporting obligations, and seeking to effect a merger or
acquisition with a company that management believes to have
significant growth potential. Accordingly, the Company was
classified as a Development Stage Company, effective January
1, 1999.
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 and
disclosure of contingent assets and liabilities at the date of
the financial statement and the reported amounts of revenues
and expenses during the reporting period. Actual results
could differ from those estimates.
Income Taxes - Deferred taxes are provided on the "liability"
method whereby deferred tax assets are recognized for
operating loss carryforwards. Deferred tax assets are reduced
by a valuation allowance, when, in the opinion of management,
it is more likely than not that some portion or all of the
deferred tax asset will not be realized.
Loss Per Share - Loss per common share is based upon the
weighted average number of common shares outstanding during
the period.
Cash and Cash Equivalents - The Company considers all highly
liquid investments, with a maturity date of three months or
less at the time of purchase, to be cash equivalents.
-8-
<PAGE>
TELE-OPTICS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 2000
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd)
Disclosures - 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, 1999 and the
year then ended.
NOTE B - RELATED PARTY TRANSACTIONS
Occupancy and Administrative Costs - At present, the Company
does not own any property. The Company maintains its business
address at a minimal cost. Administrative services, including
the use of fixtures, furniture and equipment, and the use of
employees to provide secretarial and bookkeeping services, are
provided to the Company at minimal cost by the Company's
current officers and directors.
NOTE D - INCOME TAXES
Deferred taxes relating to the tax benefit of the Company's
net operating loss was offset by a valuation allowance due to
the uncertainty of profitable operations in the future.
The Company's federal income tax net operating loss
carryforward of approximately $1,655,000 may be carried
forward through the year 2016 for tax purposes, to offset
taxable income.
-9-
<PAGE>
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 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.
Further, the Company does not intend to become an investment company
or an investment advisor. Otherwise, management's discretion is
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.
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
-10-
<PAGE>
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 potential business 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.
-11-
<PAGE>
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
On August 7, 2000, the Company sold 500,000 shares of its
Common Stock to officers, directors and other principal stockholders of
the Company for an aggregate consideration of $5,000.00. The proceeds
have been added to the working capital of the Company.
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.
-12-
<PAGE>
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.
Dated: November 9, 2000 By:/s/ John P. Little
----------------------------
John P. Little, President
-13-
<PAGE>
