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 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 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 May 1, 2000, there were 7,000,000 shares of the
Registrant's Common Stock issued and outstanding.
<PAGE> 1
TELE-OPTICS, INC.
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Accountant's Reports
Balance Sheet - March 31, 2000 (Unaudited)
Statement of Operations - Three months ended March
31, 2000 and 1999 (Unaudited).
Statement of Cash Flows - Three months ended March
31, 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
<PAGE> -2-
TELE-OPTICS, INC.
PART I - FINANCIAL INFORMATION
Item I. Financial Statements
<PAGE> -3-
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 March 31, 2000, and the statement of operations, and cash
flows for the three 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
May 1, 2000
<PAGE> -4-
TELE-OPTICS, INC.
(A Development Stage Company)
BALANCE SHEET
(Unaudited)
March 31,
1999
----------
ASSETS
------
Current Assets:
Cash $ 7,427
===========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current Liabilities:
Accounts payable $ 4,405
-----------
Shareholders' Deficit:
Common stock, par value,
$.001 per share; authorized,
100,000,000 shares; issued and
outstanding 7,000,000 shares 7,000
Additional paid-in capital 1,750,954
Deficit accumulated during
development stage (47,723)
Accumulated deficit - from operations (1,707,209)
-----------
Total Shareholders' Equity 3,022
-----------
Total Liabilities and Equity $ 7,427
===========
See accompanying notes to financial statements.
<PAGE> -5-
TELE-OPTICS, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(UNAUDITED)
<TABLE>
<CAPTION>
Cumulative
Development
March 31, March 31, Stage
2000 1999 Amounts
---------- ---------- -----------
<S> <C> <C> <C>
Revenues: $ - $ - $ -
Costs and Expenses 4,973 1,105 47,723
---------- ---------- ----------
Net income (loss) $ (4,973) $ (1,105) $ (47,723)
========== ========== ===========
Net loss per
common share $ - $ - $ (.01)
========== ========== ===========
Average number of
common shares
outstanding 7,000,000 4,740,000 5,382,770
========== ========== ===========
</TABLE>
See accompanying notes to financial statements.
<PAGE> -6-
TELE-OPTICS, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(UNAUDITED)
<TABLE>
<CAPTION>
Cumulative
Development
March 31, March 31, Stage
2000 1999 Amounts
---------- ---------- -----------
<S> <C> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net loss $ (4,973) $ (1,105) $ (47,723)
Adjustments to reconcile
net (loss) to net cash
used in operating
activities:
Increase (decrease) in
accounts payable (861) - 4,405
Stock issued for services - - 7,600
---------- ---------- -----------
Net cash used in operating
activities (5,834) (1,105) (35,718)
---------- ---------- -----------
CASH FLOWS FROM
FINANCING ACTIVITIES:
Sale of common stock - - 15,000
---------- ---------- -----------
Net cash provided by
financing activities - - 15,000
---------- ---------- -----------
NET (DECREASE) IN CASH (5,834) (1,105) (20,718)
---------- ---------- -----------
CASH - BEGINNING OF PERIOD 13,261 28,145 28,145
---------- ---------- -----------
CASH - END OF PERIOD $ 7,427 $ 27,040 $ 7,427
========== ========== ===========
</TABLE>
See accompanying notes to financial statements.
<PAGE> -7-
TELE-OPTICS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 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.
<PAGE> -8-
TELE-OPTICS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 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 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 net operating loss carryforward of
approximately $1,692,000 may be carried forward through
the year 2016 for tax purposes, to offset taxable income.
<PAGE> -9-
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
<PAGE> -10-
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 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.
<PAGE> -11-
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> -12-
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: May 12, 2000 John P. Little, President
<PAGE> -13-
<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 1 Item 1 of this Form 10-QSB and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 7,427
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 7,427
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 7,427
<CURRENT-LIABILITIES> 4,405
<BONDS> 0
0
0
<COMMON> 7,000
<OTHER-SE> (3,978)
<TOTAL-LIABILITY-AND-EQUITY> 7,427
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 4,973
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (4,973)
<INCOME-TAX> 0
<INCOME-CONTINUING> (4,973)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4,973)
<EPS-BASIC> 0.00
<EPS-DILUTED> 0.00
</TABLE>
