|-------------------------|
UNITED STATES | OMB |
SECURITIES AND EXCHANGE COMMISSION | APPROVAL |
Washington, D.C. 20549 |OMB Number:3235-0416 |
|Expires: April 30, 2003 |
FORM 10-QSB |Estimated average burden |
|hours per response:32.00 |
(Mark One) |-------------------------|
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT
For the transition period from_________ to ________
Commission File No. 33-18778
MOVIEO NETWORK, INC. F/K/A POTENCO, INC.
----------------------------------------
(Exact Name of Registrant)
NEVADA 99-0259454
------------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
777 East Atlantic Avenue
Delray Beach, Florida 33483
---------------------------------------
(Address of principal executive offices)
Registrant's telephone number including area code: (804) 355-8384)
-----------------
Former address, 1730 Federal Highway, Suite #322
if changed since last report. Delray Beach, Florida 33483
Name and Telephone Number of persons to contact in regard to this
notification.
(1) Quigg Lawrence (804) 355-8384
---------------- ---------- ------------------
(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 30,
2000 there were 12,222,762 shares issued and outstanding.
<PAGE>
MOVIEO NETWORK, INC.
FORMERLY POTENCO, INC.
TABLE OF CONTENTS
PART I FINANCIAL STATEMENTS
------
ITEM 1. FINANCIAL STATEMENTS (Unaudited)
Balance Sheet . . . . . . . . . . . . . . . . . . . . . . . .1
Statements of Operations . . . . . . . . . . . . . . . . . . .2
Statements of Deficiency in Assets . . . . . . . . . . . . . .3
Statements of Cash Flows . . . . . . . . . . . . . . . . . . .4
Notes to Financial Statements. . . . . . . . . . . . . . . . .5 to 7
ITEM 2. MANAGEMENT DISCUSSION AND FINANCIAL
CONDITION AND RESULTS OF OPERATIONS. . . . . . . . . . . . . 8
PART II OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . . . 9
-------
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . 9
<PAGE>
PART 1. Financial Statements
The accompanying unaudited financial statements have been prepared by us 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 management opinion's, adjustments (consisting of normal
recurring accruals), considered necessary for a fair presentation have been
included. Operating results for the six month periods ending June 30, 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 related footnotes included in our annual report on Form 10-K for
the year ended December 31, 1999.
<PAGE>
MOVIEO NETWORK, INC.
BALANCE SHEET - Unaudited
June 30, 2000
--------------------------------------------------------------------------------
ASSETS
TOTAL ASSETS $ -
--------------------------------------------------------------------------------
LIABILITIES AND DEFICIENCY IN ASSETS
LIABILITIES
Accounts Payable $ 71,537
--------------------------------------------------------------------------------
TOTAL LIABILITIES 71,537
--------------------------------------------------------------------------------
COMMITMENTS AND CONTINGENCIES
DEFICIENCY IN ASSETS
Common stock, $0.001 par value, 50,000,000 shares authorized,
12,222,762 shares issued and outstanding 12,223
Additional paid-in-capital 143,154
Accumulated deficit prior to development stage, net (960)
Accumulated deficit development stage (225,954)
--------------------------------------------------------------------------------
TOTAL DEFICIENCY IN ASSETS (71,537)
--------------------------------------------------------------------------------
TOTAL LIABILITIES AND DEFICIENCY IN ASSETS $ -
--------------------------------------------------------------------------------
See accompanying notes.
-1-
<PAGE>
MOVIEO NETWORK, INC
STATEMENTS OF OPERATIONS - Unaudited
Inception of
Six Months Ended Three Months Ended Development Stage
June 30, June 30, Through
2000 1999 2000 1999 June 30, 2000
REVENUES $ - $ - $ - $ - $ -
GENERAL AND
ADMINISTRATIVE
EXPENSES 83,037 - 61,997 - 225,954
--------------------------------------------------------------------------------
NET LOSS BEFORE
INCOME TAX BENEFIT (83,037) - (61,997) - (225,954)
INCOME TAX BENEFIT - - - - -
--------------------------------------------------------------------------------
NET LOSS $(83,037) $ - $(61,997) $ - $ (1,810,688)
--------------------------------------------------------------------------------
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING
(BASIC AND DILUTED)11,161,450 - 12,222,762 - 11,161,450
--------------------------------------------------------------------------------
NET LOSS PER SHARE
(BASIC AND DILUTED) $(0.01) $ - $(0.01) $ - $ (0.02)
--------------------------------------------------------------------------------
See accompanying notes.
-2-
<PAGE>
MOVIEO NETWORK, INC.
STATEMENTS OF DEFICIENCY IN ASSETS - Unaudited
Common Stock Additional Development Stage
------------ Paid-In -------------------
Description Shares Amount Capital Prior to During Total
--------------------------------------------------------------------------------
Balance, December 31,
1998 60,312 $ 60 $ - $ (960) $ - $ (960)
Issuance of common
stock for services 500,000 500 - - - 500
Net loss for the year
ended December
31, 1999 - - - - (142,917)(142,917)
--------------------------------------------------------------------------------
Balance, December
31, 1999 560,312 560 - (960) (143,317)(143,317)
Issuance of common
stock for cash 4,029,100 4,029 36,262 - - 40,291
Contributed capital - - 8,209 - - 8,209
Issuance of common
stock in satisfaction
of accounts payable 7,583,350 7,584 98,233 - - 105,817
Issuance of common
stock for services 50,000 50 450 - - 500
Net loss for the six
months ended June 30,
2000 - - - - (83,037) (83,037)
--------------------------------------------------------------------------------
Balance, June 30,2000 12,222,762 $12,223 $143,154 $ (960)$(225,954)$(71,537)
--------------------------------------------------------------------------------
See accompanying notes.
-3-
<PAGE>
MOVIEO NETWORK, INC.
STATEMENTS OF CASH FLOWS - Unaudited
--------------------------------------------------------------------------------
Six Months For the Six Months Inception of
Ended Ended Development Stage
June 30, June 30, Through
2000 1999 June 30, 2000
-------------- ---------------- ----------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (83,037) $ - $ (2225,954)
Adjustments to reconcile
net loss to net cash
used by operating activities:
Fees paid by issuance
of common stock 500 - 500
Accounts payable paid
by issuance of
common stock 105,817 - 142,574
Changes in assets and liabilities:
Accounts payable (71,780) - (71,537)
--------------------------------------------------------------------------------
NET CASH USED BY OPERATING
ACTIVITIES (48,500) - (154,417)
--------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sales of
common stock 40,291 - 146,208
Contributed capital 8,209 - 8,209
-------------------------------------------------------------------------------
NET CASH PROVIDED BY FINANCING 48,500 - 154,417
--------------------------------------------------------------------------------
NET DECREASE IN CASH AND
EQUIVALENTS - - -
CASH AND CASH EQUIVALENTS
- BEGINNING - - -
--------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS
- ENDING $ - $ - $ -
--------------------------------------------------------------------------------
SUPPLEMENTAL DISCLOSURES:
Interest and fees received $ - $ - $ -
Interest paid $ - $ - $ -
Taxes paid $ - $ - $ -
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING TRANSACTIONS:
Common stock issued for:
Services $ 500 $ - $ 500
Satisfaction of
accounts payable $105,817 $ - $ 105,817
--------------------------------------------------------------------------------
See accompanying notes.
-4-
<PAGE>
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
-----------------------------------------
A. The Company uses the accrual method of accounting.
B. 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.
C. 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.
D. 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. Subsequently 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.
-5-
<PAGE>
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:
Year of Loss Amount Expiration Date
------------------------------------------------
1987 - 1998 $ 1,667,771 2007 - 2008
1999 32,102 2019
1999
------------
Current Tax Asset Value of Net Operating Loss
Carryforwards at Current Prevailing Federal Tax Rate $ 577,956
Evaluation Allowance ( 577,956)
------------
Net Tax Asset $ -0-
============
Current Income Tax Expense -0-
Deferred Income Tax Benefit -0-
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.
-6-
<PAGE>
MovieO Network, Inc.
Formerly Potenco, Inc.
(A Development Stage Company)
Notes to Financial Statements -Continued-
NOTE 5 Stockholders' Equity - Continued
------------------------------------------
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.
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
Stephen Chu for services rendered as a Board Member.
-7-
<PAGE>
ITEM 2.
Management's Discussion And Analysis of Financial Condition
And Results of Operation
---------------------------------------------------------------------------
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
-------
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.
Liquidity and Capital Resources
-------------------------------
The Company has no assets and no operations from which to produce revenues.
Adminstrative and other expenses have been financed through accounts payable and
we are dependent upon outside investors to provide working capital.
Results of Operations
---------------------
In the quarter ended June 30, 2000, the Company incurred $61,997 in
operating expenses compared to $0.00 in the comparable quarter of 1999.
The loss for the second quarter of 2000 was $61,997 and there were no
activities for the second quarter 1999.
-8-
<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
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: August 9,2000 By: /S/ Quigg Lawrence
-------------- ------------------------
Quigg Lawrence
President
-9-
<PAGE>
