<PAGE>
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
Annual Report Pursuant to Section 13 or 15 (d)
of the Securities Exchange Act of 1934
For the Quarter Ended Commission File No.
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March 31, 2000 33-18778
MOVIEO NETWORK, INC.
FORMERLY POTENCO, INC.
--------------------------
(Exact Name of Registrant)
NEVADA 99-0259454
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1730 Federal Highway, Suite #322
Del Rey Beach, Florida 33483
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(Address of Principal Executive Offices)
Registrant's telephone number including area code: (561) 272-2169
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Former address, 3730 Kirby Drive, Suite 6500
if changed since last report. Houston, Texas 77098
Name and Telephone Number of persons to contact in regard to this
notification.
(1) Quigg Lawrence (804) 307-4400
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 of 15 (b) of
the Securities and Exchange Act of 1934 or Section 30 or the
Investments Act of 1940 during the preceding 12 months (or for such
shorter) period that the Registrant was required to file such reports
been filed? If answer is no, identify report(s).
X Yes No
---- ----
(3) Is it anticipated that any significant change in result of operations
from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject
report or portion thereof?
Yes X No
---- ----
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made.
Indicate the number of shares outstanding for each of the issuer's
classes of Common Stock as of the last practical date: As of June 22,
2000 there were 11,674,189 shares issued and outstanding.
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MOVIEO NETWORK, INC.
FORMERLY POTENCO, INC.
TABLE OF CONTENTS
PART I FINANCIAL STATEMENTS
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ITEM 1. FINANCIAL STATEMENTS (Unaudited)
Accountant's Review Letter . . . . . . . . . . . . . . . . . .4
Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . .5
Statement of Operations. . . . . . . . . . . . . . . . . . . .6
Statement of Cash Flows. . . . . . . . . . . . . . . . . . . .7
Note to Financial Statements . . . . . . . . . . . . . . . . .8
ITEM 2. MANAGEMENT DISCUSSION AND FINANCIAL
CONDITION AND RESULTS OF OPERATIONS. . . . . . . . . . . . . 11
PART II OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . . . 13
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SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . 14
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<PAGE>
PART 1. Financial Statements
The accompanying reviewed financial statements have been prepared in
accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB and Rule 10-
01 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of
management, adjustments (consisting or normal recurring accruals)
considered necessary for a fair presentation have been included. Operating
results for the three months periods ending March 31, 2000 are not
necessarily indicative of the results that may be expected for the year
ended December 31, 2000. For further information, refer to the financial
statements and footnotes thereto included in the Company's annual report on
Form 10-K for the year ended December 31, 1999.
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Schvaneveldt & Company
Certified Public Accountant
275 East South Temple, #300
Salt Lake City, Utah 84111
(801) 521-2392
Darrell T. Schvaneveldt, C.P.A.
Board of Directors
Movieo Network, Inc.
Formerly Potenco, Inc.
(A Development Stage Company)
I have reviewed the accompanying balance sheets, of Movieo Network, Inc.,
formerly Potenco, Inc., as of March 31, 2000, and for the three month
period 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 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.
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 an accumulated deficit and a negative
net worth at March 31, 2000. These factors raise substantial doubt about
the Company's ability to continue as a going concern. Management's plans
in regard to these matters are also discussed in Note #4. The financial
statements do not include any adjustments that might result from the
outcome of this uncertainty.
/S/ Schvaneveldt & Company
Salt Lake City, Utah 84111
June 22, 2000
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Movieo Network, Inc.
Formerly Potenco, Inc.
(A Development Stage Company)
Balance Sheet
March 31, 2000 (Unaudited) & December 31, 1999
<TABLE>
<CAPTION>
March December
31, 2000 31, 1999
----------- -----------
<S> <C> <C>
Assets
Current Assets $ -0- $ -0-
-------------- ----------- -----------
Total Assets $ -0- $ -0-
=========== ===========
Liabilities & Stockholders' Equity
Current Liabilities
-------------------
Accounts Payable $ 9,540 $ 143,317
Stockholders' Equity
--------------------
Common Stock; 50,000,000 Shares Authorized
at $0.001 Par Value; 12,222,762 & 560,312
Shares Issued & Outstanding Respectively
Retroactively Restated 12,223 560
Paid In Capital 1,809,965 1,666,811
Deficit Accumulated in the Development Stage (1,831,728) (1,810,688)
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Total Stockholders' Equity ( 9,540) ( 143,317)
----------- -----------
Total Liabilities &
Stockholders' Equity $ -0- $ -0-
=========== ===========
</TABLE>
See Accountant's Review Letter and Accompanying Notes
5
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Movieo Network, Inc.
Formerly Potenco, Inc.
(A Development Stage Company)
Statement of Operations (Unaudited)
For the Period January 1, 2000 to March 31, 2000
and the Period January 1, 1999 to March 31, 1999
<TABLE>
<CAPTION>
2000 1999
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<S> <C> <C>
Revenues $ -0- $ -0-
-------- ------------- -------------
Expenses
--------
Professional Fees 14,375 -0-
Consulting Fees 5,500 -0-
Transfer Agent Fees 1,165 -0-
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Total Expenses 21,040 -0-
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Net Income (Loss) ($ 21,040) $ -0-
============= =============
Net Loss Per Share
Of Common Stock ($ 0.002) ($ 0.00)
Weighted Average Number Of
Shares Outstanding During Period 11,189,979 560,312
</TABLE>
See Accountant's Review Letter and Accompanying Notes
6
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Movieo Network, Inc.
Formerly Potenco, Inc.
(A Development Stage Company)
Statement of Cash Flows (Unaudited)
For the Periods January 1, 2000 to March 31, 2000
& January 1, 1999 to March 31, 1999
<TABLE>
<CAPTION>
2000 1999
----------- -----------
<S> <C> <C>
Cash Flows from Operating Activities
------------------------------------
Net Loss ($ 21,040) $ -0-
Adjustments to Reconcile Net Loss to
Net Cash Used by Operating Activities;
Non Cash Expenses 500 -0-
Changes in Operating Liabilities;
(Decrease) in Accounts Payable ( 27,960) -0-
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Net Cash Provided (Used) by
Operating Activities ( 48,500) -0-
Cash Flows from Investing Activities -0- -0-
------------------------------------ ----------- -----------
Net Cash Provided (Used) by
Investing Activities -0- -0-
Cash Flows from Financing Activities
------------------------------------
Proceeds from Common Stock Sales 40,291 -0-
Contributed Capital 8,209 -0-
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Net Cash Provided (Used) by
Financing Activities 48,500 -0-
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Increase (Decrease) in Cash -0- -0-
Cash at Beginning of Period -0- -0-
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Cash at End of Period $ -0- $ -0-
=========== ===========
Disclosures from Operating Activities
-------------------------------------
Interest $ -0- $ -0-
Taxes -0- -0-
</TABLE>
See Accountant's Review Letter and Accompanying Notes
7
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Movieo Network, Inc.
Formerly Potenco, Inc.
(A Development Stage Company)
Notes to Financial Statements
NOTE #1 - Organization
----------------------
Movieo Network, Inc., (Movieo) was organized in the state of Nevada on
September 25, 1987, under the name of Potenco, Inc. In April of 2000,
the Company changed its name to Movieo Network, Inc. The Articles of
Incorporation state the purpose of the corporation is to conduct business
in the field of financial and business consulting and operation; to seek for
and acquire business opportunities in the financial field; or transact any
lawful business, or to promote or conduct any legitimate object or purpose,
under and subject to the laws of the state of Nevada.
NOTE #2 - Significant Accounting Policies
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A. The Company uses the accrual method of accounting.
B. Revenues and directly related expenses are recognized in the period
when the goods are shipped to the customer.
C. The Company considers all short term, highly liquid investments that
are readily convertible, within three months, to known amounts as cash
equivalents. The Company currently has no cash equivalents.
D. Basic Earnings Per Shares are computed by dividing income available to
common stockholders by the weighted average number of common shares
outstanding during the period. Diluted Earnings Per Share shall be
computed by including contingently issuable shares with the weighted
average shares outstanding during the period. When inclusion of the
contingently issuable shares would have an antidilutive effect upon
earnings per share no diluted earnings per share shall be presented.
E. Inventories: Inventories are stated at the lower of cost, determined
by the FIFO method or market.
F. Depreciation: The cost of property and equipment is depreciated over
the estimated useful lives of the related assets. The cost of
leasehold improvements is amortized over the lesser of the length of
the lease of the related assets of the estimated lives of the assets.
Depreciation and amortization is computed on the straight line method.
G. Estimates: The preparation of the financial statements in conformity
with generally accepted accounting principles requires management to
make estimates and assumptions that affect the amounts reported in the
financial statements and accompanying notes. Actual results could
differ from those estimates.
NOTE #3 - Income Taxes
----------------------
Movieo Network, Inc., has adopted FASB 109 to account for income taxes.
Movieo Network, Inc., currently has no issues that create timing
differences that would mandate deferred tax expense. Net operating losses
would create possible tax assets in future years. Due to the uncertainty
as to the utilization of net operating loss carryforwards an evaluation
allowance has been made to the extent of any tax benefit that net operating
losses may generate. Subsequent to the report Movieo Network had a change
in officers and a change in control. When control of an entity changes net
operating losses generally can be used only by the tax payer (Officers) who
sustained the losses. There can be no assurance that the net operating
losses sustained before the change in control will be available for future
benefits.
8
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Movieo Network, Inc.
Formerly Potenco, Inc.
(A Development Stage Company)
Notes to Financial Statements -Continued-
NOTE #3 - Income Taxes -Continued-
-----------------------------------
Movieo Network, Inc., has incurred losses that can be carried forward to
offset future earnings if conditions of the Internal Revenue Code are met.
These losses are as follows:
<TABLE><CAPTION>
Year of Loss Amount Expiration Date
------------------------------------------------
<S> <C> <C>
1987 - 1998 $ 1,667,771 2007 - 2008
1999 32,102 2019
</TABLE>
<TABLE><CAPTION>
1999
------------
<S> <C>
Current Tax Asset Value of Net Operating Loss
Carryforwards at Current Prevailing Federal Tax Rate $ 577,956
Evaluation Allowance ( 577,956)
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Net Tax Asset $ -0-
============
Current Income Tax Expense -0-
Deferred Income Tax Benefit -0-
</TABLE>
NOTE #4 - Going Concern
-----------------------
Movieo Network, Inc., has no assets and no operations from which it can
obtain working capital. Movieo Network, Inc., recognizes that it must find
a source of working capital or Movieo Network, Inc., may not be able to
continue its existence. Current officers of Movieo Network, Inc., are
seeking a business opportunity through merger or acquisition that would
provide operations with a revenue flow and the possibility of additional
capital investment.
NOTE #5 - Stockholders' Equity
------------------------------
Movieo Network, Inc., is authorized to issue 50,000,000 shares of $0.001
par value stock.
Pursuant to Form S-18 Registration statement Movieo Network, Inc., issued
2,500,000 shares at $0.01 per share for gross proceeds of $250,000, cost of
the offering was $28,860.
In the year ended December 31, 1988, Movieo Network, Inc., issued
13,350,000 shares in a reverse acquisition transaction with Colonial
Properties & Development Corp., and Subsidiaries, a Florida Corporation.
Colonial Properties & Development Corp., and Subsidiaries, ceased
operations in 1989 and were suspended by the state of Florida for failure
to file an Annual Report in 1991.
On November 17, 1999, the Board of Directors authorized a one for two
hundred seventy five (1 for 275) reverse split of its outstanding shares.
9
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Movieo Network, Inc.
Formerly Potenco, Inc.
(A Development Stage Company)
Notes to Financial Statements -Continued-
NOTE #5 - Stockholders' Equity -Continued-
------------------------------------------
In December 1999, the Company issued 500,000 shares of common stock, valued
at $500, in consideration for services rendered to the Company.
On January 6, 2000, the Company issued 4,029,100 shares of its common stock
for cash of $40,291 and 4,585,000 shares in satisfaction of accounts
payable of $45,850.
On February 15, 2000, the Company issued Pursuant to a Form S-8
Registration Filing, 2,998,350 shares in satisfaction of accounts payable
of $59,967.
On March 11, 2000, the Company issued 50,000 shares valued at $500 to
Steven Chu for services rendered as a Board Member.
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ITEM 2.
Management's Discussion And Analysis of Financial Condition And Results of
Operation
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The following is a discussion of the Registrant's financial condition and
results of operations. This discussion should be read in conjunction with
the Consolidated Financial Statements of the Registrant appearing under
Item 7 of this Report. Statements contained in this "Management's
Discussion and Analysis of Financial Conditions and Results of Operations,"
which are not historical facts may be forward-looking statements. Such
information involves risks and uncertainties, including those created by
general market conditions, competition and the possibility that events may
occur which could limit the ability of the Registrant to maintain or
improve its operating results or execute its primary growth strategy.
Although management believes that the assumptions underlying the
forward-looking statements are reasonable, any of the assumptions could be
inaccurate, and there can therefore be no assurance that the
forward-looking statements included herein will prove to be accurate. The
inclusion of such information should not be regarded as a representation by
management or any other person that the objectives and plans of the
Registrant will be achieved. Moreover, such forward-looking statements are
subject to certain risks and uncertainties which could cause actual results
to differ materially from those projected. Readers are cautioned not to
place undue reliance on these forward-looking statements that speak only as
of the date hereof.
General
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Management intends for the Registrant to proceed in its efforts to expand
holdings through the purchase of existing, profitable, private, companies
where there is a demonstrable gain in productivity through the minimization
of general and administrative costs which are duplicative. Management will
seek to implement a capital structure which affords the greatest
flexibility for future acquisitions while maintaining an adequate base of
equity to cushion against fluctuations in the business cycle. Currently the
company is a development stage corporation.
11
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Liquidity and Capital Resources
-------------------------------
The Company has no assets and no operations from which to produce revenues
and is dependant upon its officer to provide working capital. During the
quarter ended March 31, 2000, the Company sold 4,209,100 shares of its
common stock for $0.001 per shares which provided $40,291.
Current operating expenses for the quarter ended March 31, 2000, of $12,331
and $27,960 shown in accounts payable were paid from these funds.
Results of Operations
---------------------
In the quarter ended March 31, 2000, the Company incurred $21,040 in
operating expenses compared to $0.00 in the comparable quarter of 1999.
The loss for the first quarter of 2000 was $21,040 and there were no
activities for the first quarter 1999.
12
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<PAGE>
PART II OTHER INFORMATION
Item 1. Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . None
Item 2. Changes in the Rights of the
Registrant's Security Holders. . . . . . . . . . . . . . . . None
Item 3. Defaults by the Company on its
Senior Securities. . . . . . . . . . . . . . . . . . . . . . None
Item 4. Results of Votes of Security Holders . . . . . . . . . . . . None
Item 5. Other Information. . . . . . . . . . . . . . . . . . . . . . None
</Page>
<PAGE>
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.
Movieo Network, Inc.
Formerly Potenco, Inc.
(Registrant)
Date: June 22,2000 By: /S/ Quigg Lawrence
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Quigg Lawrence
President
14
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