SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
[X] Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
Commission File No.: 0-27133
AQUAMOTION, INC.
(Exact name of registrant as it appears in its charter)
NEVADA 88-0333296
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5757 West Century Boulevard, Suite 340, Los Angeles, California 90045
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code: (310)-665-0221
Securities registered pursuant to Section 12 (b) of the Act: None
Securities registered pursuant to Section 12 (b) of the Act:
Class A Common Stock $0.001 Par Value
Indicate by check mark whether the registrant (1) has filed all reports to be
filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the
preceding 12 months ( or 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. Yes No
At the end of the quarter ending 09/30/99 there were 1,000,000 issued and
outstanding shares of the registrants common stock.
There is no active market for the registrant's securities.
PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
See attached exhibit
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION.
Results of Operations
The Company has had no operations during this quarter.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
None
Item 2. Changes in Securities
None
Item 3. Default 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 10-Q
(a) The following documents are filed as part of this report:
Financial Statements as of September 30, 1999.
Exhibits:
3.1 Articles of Incorporation Incorporated by
reference The
Company's Form 10-
SB/A filed on May 12th,
2000.
3.2 By-Laws Incorporated by
reference The
Company's Form 10-
SB/A filed on May 12th,
2000.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Aquamotion, Inc.
By: /S/
Kelly Ryan, Secretary
Aquamotion, INC.
FINANCIAL STATEMENTS
CONTENTS
Page
Independent Auditor's Report 1
Financial Statements
Balance Sheet 2
Statement of Operations 3
Statement of Stockholder's Equity 4
Statement of Cash Flows 5
Notes to Financial Statements 6-7
INDEPENDENT AUDITOR'S REPORT
Board of Directors
Aquamotion, Inc.
Las Vegas, Nevada
I have audited the accompanying balance sheets of Aquamotion, Inc. (a
development stage company), as of March 31, 2000; December 31, 1999; and
September 30, 1999 and the related statements of operations, stockholders'
equity and cash flows for three month period March 31, 2000 and the year ended
December 31, 1999 and the nine month period ended September 30,1999. These
financial statements are the responsibility of the Company's management. My
responsibility is to express an opinion on these financial statements based
on my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. I believe that my audit provides a
reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Aquamotion, Inc. at March
31, 2000; December 31, 1999; September 30, 1999 and the results of their
operations and their cash flows for the five month period ended March 31, 2000;
and year ended December 31, 1999 and the nine month period ended September 30,
1999 in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 4 to the financial
statements, the Company has had no operations and has no established source
of revenue. This raises substantial doubt about its ability to continue as a
going concern. Management's plan in regard to these matters are also
described in Note 4. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/S/
Kurt D. Saliger C.P.A.
Certified Public Accountant
May 23, 2000
<TABLE>
Aquamotion, INC.
( A Development Stage Company)
BALANCE SHEETS
ASSETS
<CAPTION>
<S> <C> <C> <C>
March December September
31,2000 31, 1999 30, 1999
CURRENT ASSETS:
Cash $0 $0 $0
------- -------- --------
TOTAL CURRENT ASSETS $0 $0 $0
------- -------- --------
TOTAL ASSETS $0 $0 $0
======= ======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts Payable $0 $0 $0
TOTAL CURRENT LIABILITIES $0 $0 $0
STOCKHOLDERS' EQUITY:
Common Stock, par value $.0027
authorized 25,000,000 shares;
issued and outstanding
1,000,000 shares $2,700 $2,700 $2,700
Additional paid in Capital $0 $0 $0
Deficit Accumulated During
Development Stage $(2,700) $(2,700) $(2,700)
-------- ------- --------
TOTAL STOCKHOLDERS' EQUITY $0 $0 $0
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $0 $0 $0
======== ======= ========
</TABLE>
See accompanying notes to financial statements & audit report
<TABLE>
Aquamotion, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
<CAPTION>
Jan. 1, Jan. 1 Jan. 1 March 14, 1995
1999 to to to (inception)
September December March to March
30, 1999 30, 1999 31, 2000 31, 2000
<C> <C> <C> <C>
<S>
INCOME:
Revenue $ 0 $ 0 $0 $0
TOTAL INCOME $ 0 $ 0 $0 $0
EXPENSES:
General
and Administrative $0 $0 $0 $2,700
----- ------ ------ -------
TOTAL EXPENSES $0 $0 $0 $2,700
Net Profit/Loss(-) $0 $0 $0 ($2,700)
===== ===== ====== ========
Net Profit/Loss(-) per share
$0.0000 $0.0000 $0.000 ($0.0027)
===== ===== ====== ========
average number of
shares of common
stock outstanding 1,000,000 1,000,000 1,000,000 1,000,000
====== ====== ======= ========
</TABLE>
See accompanying notes to financial statements & audit report
<TABLE>
Aquamotion, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
March 31, 2000
<CAPTION>
Common Stock Additonal (Deficit)
Number Paid Accumulated
of In During
Shares Amount Capital Development
Stage
<C> <C> <C> <C>
March 14, 1995
issued for cash (note 3) 10,000 $2,700 $0
Net (loss), 03-14-95
(inception) to 12-31-95 - - - $(2,700)
Balance December
31, 1995 10,000 $2,700 $0 $(2,700)
Net Income
December 31, 1996 $0
Balance December
31, 1996 10,000 $2,700 $0 $(2,700)
September 28, 1997
Forward Stock Split
100:1 990,000
Net Income $0
------- ------ -------- ----------
Balance, Dec. 31, 1997 1,000,000 $2,700 $0 $(2,700)
Net Income, 12-31-98 $0
-------- ------ -------- ----------
Balance, Dec. 31,1998 1,000,000 $2,700 $0 $(2,700)
Net Income, 12-31-99 $0
-------- ------ -------- ----------
Balance, Dec. 31, 1999 1,000,000 $2,700 $0 $(2,700)
Net Income, 03-31-00 $0
-------- ------ --------- ----------
Balance, March 31, 2000 1,000,000 $2,700 $0 $(2,700)
========= ====== ========= ==========
See accompanying notes to financial statements & audit report
</TABLE>
<TABLE>
Aquamotion, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
<CAPTION>
<S> <C> <C> <C> <C>
Jan. 1, Jan. 1 Jan. 1 March 14, 1995
to to to (inception)
Sept. 30 December March to March 31,
1999 31, 1999 31, 2000 2000
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss $0 $0 $0 $(2,700)
Accounts Payable $0 $0 $0 $0
CASH FLOWS FROM
OPERATING ACTIVITIES
Issue common stock $0 $0 $0 $2,700
------- -------- -------- --------
Net increase
(decrease) in cash $0 $0 $0 $0
Cash, Beginning
of Period $0 $0 $0 $0
------- ------- -------- --------
Cash, End of Period $0 $0 $0 $0
===== ===== ====== ======
</TABLE>
See accompanying notes to financial statements & audit report
Aquamotion, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized in March 14, 1995 under the laws of the State
of Nevada, under the name of Aquamotion, Inc. The Company currently has no
operations and, in accordance with SFAS #7, is considered a development stage
company.
NOTE 2 - ACCOUNTING POLICIES AND PROCEEDURES
Accounting Method
The company records income and expenses on the accural method of accounting.
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 at the date of the
financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those estimates.
For the statements of cash flows, all highly liquid investments with a
maturity of three months or less are considered to be cash equivalents. There
were no cash equivalents as of September 30, 1999 and December 31, 1999 and
March 31, 2000.
Fixed Assets
The Company does not mantain or control any fixed assets.
Income Taxes
Income Taxes are provided for using the liability method of accounting in
accordance with Statement of Financial Accounting Standards No. 109 (SFAS #109)
"Accounting for Income Taxes." A deferred tax asset or liability is recorded
for all temporary differences between financial and tax reporting. Deferred
tax expense (benefit) results from the net change during the year of deferred
tax assets and liabilities.
Loss per share
Net loss per share is provided in accordance with Statement of Financial
Accounting Standards No. 128 (SFAS #128) "Earnings Per Share." Basic loss
per share is computed by dividing losses available to common shareholders by
the weighted average number of common shares outstanding during the period.
Diluted loss per share relfects per share amounts that would have resulted
if dilutive common stock equivalents had been converted to common stock. As of
March 31, 2000; December 31, 1999 and September 30, 1999 the Company had no
dilutive common stock equivalents such as stock options.
Note 3- Stockholders' equity
Common Stock
The authorized common stock of the Company consists of 25,000,000 shares with
a par value of $0.0027 per share.
On March 14, 1995, the Company issued 10,000 shares of its common stock for
$2,700 cash.
On September 28, 1997, the company declared to increase the authorized number
of shares of common stock to 25,000,000 shares with a stated par value of
$0.0027 per share. The Company also declared a forward stock split of 100:1
for issued and outstanding common stock shares resulting in 1,000,000 common
shares of stock outstanding.
Preferred Stock
The authorized preferred stock of the Company consists of no preferred stock.
NOTE 4 - GOING CONCERN
The Company's financial statements are prepared using the generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and liquidation of liabilties in the normal course of
business. However, the Company has no current source of revenue. Without
realization of additional capital, it would be unlikely for the Company to
continue as a going concern. It is management's plan to seek additional
capital through a merger with an existing operating company.
Aquamotion, INC.
FINANCIAL STATEMENTS
CONTENTS
Page
Independent Auditor's Report 1
Financial Statements
Balance Sheet 2
Statement of Operations 3
Statement of Stockholder's Equity 4
Statement of Cash Flows 5
Notes to Financial Statements 6-7
INDEPENDENT AUDITOR'S REPORT
Board of Directors
Aquamotion, Inc.
Las Vegas, Nevada
I have audited the accompanying balance sheets of Aquamotion, Inc. (a
development stage company), as of May 31, 1999; December 31, 1998; and 1997;
and the related statements of operations, stockholders' equity and cash flows
for the period ended May 31, 1999. These financial statements are the
responsibility of the Company's management. My responsibility is to express
an opinion on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. I believe that my audit provides a
reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Aquamotion, Inc. at May
31, 1999 the results of its operations and its cash flows for the periods
then ended in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 3 to the financial
statements, the Company has had no operations and has no established source
of revenue. This raises substantial doubt about its ability to continue as a
going concern. Management's plan in regard to these matters are also
described in Note 3. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/S/
Kurt D. Saliger C.P.A.
Certified Public Accountant
June 14, 1999
<TABLE>
Aquamotion, INC.
( A Development Stage Company)
BALANCE SHEETS
ASSETS
<CAPTION>
<S> <C> <C> <C>
May December December
31,1999 31, 1998 31, 1997
CURRENT ASSETS:
Cash $0 $0 $0
------- -------- --------
TOTAL CURRENT ASSETS $0 $0 $0
------- -------- --------
TOTAL ASSETS $0 $0 $0
======= ======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts Payable $0 $0 $0
TOTAL CURRENT LIABILITIES $0 $0 $0
STOCKHOLDERS' EQUITY:
Common Stock, par value $.0027
authorized 25,000,000 shares;
issued and outstanding
1,000,000 shares $2,700 $2,700 $2,700
Additional paid in Capital $0 $0 $0
Deficit Accumulated During
Development Stage $(2,700) $(2,700) $(2,700)
-------- ------- --------
TOTAL STOCKHOLDERS' EQUITY $0 $0 $0
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $0 $0 $0
======== ======= ========
</TABLE>
See accompanying notes to financial statements & audit report
<TABLE>
Aquamotion, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
<CAPTION>
For the For the March 14, 1995
five months years ended (inception)
May 31, December 31, to May
1999 1998 & 1997 31, 1999
<C> <C> <C>
<S>
INCOME:
Revenue $ 0 $ 0 $0
TOTAL INCOME $ 0 $ 0 $0
EXPENSES:
Selling, General
and Administrative $0 $0 $2,700
Amortization and
Depreciation 0 0 0
----- ------ ------
TOTAL OPERATING
EXPENSES 0 0 $2,700
INCOME (LOSS) FROM
OPERATIONS 0 0 ($2,700)
OTHER INCOME (EXPENSES)
Gain on sale of assests 0 0 ($2,700)
Interest expenses 0 0 0
INCOME (LOSS) BEFORE
INCOME TAXES 0 0 ($2,700)
Income Taxes 0 0 0
NET PROFIT (LOSS) 0 0 ($2,700)
NET PROFIT (LOSS)
PER SHARE $0.00 $0.00 ($0.0027)
AVERAGE NUMBER OF SHARES
OF COMMON STOCK
OUTSTANDING 1,000,000 1,000,000 1,000,000
===== ===== ======
</TABLE>
See accompanying notes to financial statements & audit report
<TABLE>
Aquamotion, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
May 31, 2000
<CAPTION>
Common Stock Additonal (Deficit)
Number Paid Accumulated
of In During
Shares Amount Capital Development
Stage
<C> <C> <C> <C>
March 14, 1995
issued for cash (note 3) 10,000 $2,700 $0
Net (loss), 03-14-95
(inception) to 12-31-95 - - - $(2,700)
Balance December
31, 1995 10,000 $2,700 $0 $(2,700)
Net Income
December 31, 1996 $0
Balance December
31, 1996 10,000 $2,700 $0 $(2,700)
September 28, 1997
Forward Stock Split
100:1 990,000
Net Income $0
------- ------ -------- ----------
Balance, Dec. 31, 1997 1,000,000 $2,700 $0 $(2,700)
Net Income, 12-31-98 $0
-------- ------ -------- ----------
Balance, Dec. 31,1998 1,000,000 $2,700 $0 $(2,700)
Net Income, 05-31-99 $0
-------- ------ -------- ----------
Balance, MAY 31, 1999 1,000,000 $2,700 $0 $(2,700)
See accompanying notes to financial statements & audit report
</TABLE>
<TABLE>
Aquamotion, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
<CAPTION>
<S> <C> <C> <C>
Jan. 1, Jan. 1 to March 14, 1995
1999 to Dec. 31, (inception)
May 31, December to March 31,
1999 1997,1998 1999
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss $0 $0 $(2,700)
Amortization and Depreciation $0 $0 $0
Accounts Payable $0 $0 $0
CASH FLOWS FROM
OPERATING ACTIVITIES
Issue common stock $0 $0 $2,700
------- -------- --------
Net increase
(decrease) in cash $0 $0 $0
Cash, Beginning
of Period $0 $0 $0
------- ------- --------
Cash, End of Period $0 $0 $0
===== ===== ======
</TABLE>
See accompanying notes to financial statements & audit report
Aquamotion, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized in March 14, 1995 under the laws of the State
of Nevada, under the name of Aquamotion, Inc. The Company currently has no
operations and, in accordance with SFAS #7, is considered a development stage
company.
NOTE 2 - ACCOUNTING POLICIES AND PROCEEDURES
Accounting Method
The company records income and expenses on the accural method of accounting.
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 at the date of the
financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those estimates.
For the statements of cash flows, all highly liquid investments with a
maturity of three months or less are considered to be cash equivalents. There
were no cash equivalents as of December 31, 1997 and December 31, 1998 and
May 31, 1999.
Fixed Assets
The Company does not mantain or control any fixed assets.
Income Taxes
Income Taxes are provided for using the liability method of accounting in
accordance with Statement of Financial Accounting Standards No. 109 (SFAS #109)
"Accounting for Income Taxes." A deferred tax asset or liability is recorded
for all temporary differences between financial and tax reporting. Deferred
tax expense (benefit) results from the net change during the year of deferred
tax assets and liabilities.
Loss per share
Net loss per share is provided in accordance with Statement of Financial
Accounting Standards No. 128 (SFAS #128) "Earnings Per Share." Basic loss
per share is computed by dividing losses available to common shareholders by
the weighted average number of common shares outstanding during the period.
Diluted loss per share relfects per share amounts that would have resulted
if dilutive common stock equivalents had been converted to common stock. As of
December 31, 1997 and 1998 and May 31, 1999, the Company had no
dilutive common stock equivalents such as stock options.
Note 3- Stockholders' equity
Common Stock
The authorized common stock of Aquamotion, INC. consists of 25,000,000
shares with a par value of $0.0027 per share. On March 14, 1995, the Company
issued 10,000 shares of its common stock for $2,700 cash.
On September 28, 1997, the company declared to increase the authorized number
of shares of common stock to 25,000,000 shares with a stated par value of
$0.0027 per share. The Company also declared a forward stock split of 100:1
for issued and outstanding common stock shares resulting in 1,000,000 common
shares of stock outstanding.
NOTE 4 - GOING CONCERN
The Company's financial statements are prepared using the generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and liquidation of liabilties in the normal course of
business. However, the Company has no current source of revenue. Without
realization of additional capital, it would be unlikely for the Company to
continue as a going concern. It is management's plan to seek additional
capital through a merger with an existing operating company.
