<PAGE>
U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1998
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File No. 0-23819
PANDORA'S GOLDEN BOX
--------------------
(Name of Small Business Issuer in its Charter)
NEVADA 76-0547762
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(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
11949 FM 3005, #403
Galveston, Texas 77554
----------------------
(Address of Principal Executive Offices)
Issuer's Telephone Number: (409) 737-4346
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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 the past 90 days.
(1) Yes X No (2) Yes X No
--- --- --- ---
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APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Not applicable.
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the Registrant's classes
of common stock, as of the latest practicable date:
October 13, 1998
180,341
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
The Financial Statements of the Registrant required to be filed with
this 10-QSB Quarterly Report were prepared by management, and commence on the
following page, together with Related Notes. In the opinion of management,
the Financial Statements fairly present the financial condition of the
Registrant.
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<TABLE>
PANDORA'S GOLDEN BOX
(A Development Stage Company)
Balance Sheets
<CAPTION>
ASSETS
September 30, December 31,
1998 1997
(Unaudited)
<S> <C> <C>
CURRENT ASSETS
Cash $ 2,564 $ 5,812
Total Current Assets 2,564 5,812
TOTAL ASSETS $ 2,564 $ 5,812
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 8,070 $ 957
Total Current Liabilities 8,070 957
TOTAL LIABILITIES 8,070 957
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock: 50,000,000 shares authorized
of $0.001 par value, 180,341 and 180,341
shares issued and outstanding, respectively 180 180
Additional paid-in capital 273,719 273,719
Deficit accumulated during the development stage (279,405) (269,044)
Total Stockholders' Equity (Deficit) (5,506) 4,855
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ 2,564 $ 5,812
</TABLE>
<TABLE>
PANDORA'S GOLDEN BOX
(A Development Stage Company)
Statements of Operations
(Unaudited)
<CAPTION>
From
Inception on
July 26,
For the Three Months Ended For the Nine Months Ended 1983 Through
September 30, September 30, September 30,
1998 1997 1998 1997 1998
<S> <C> <C> <C> <C> <C>
REVENUES $ - $ - $ - $ - $ -
EXPENSES 1,047 - 10,361 - 279,405
NET LOSS $ (1,047) $ - $ (10,361) $ - $(279,405)
BASIC NET LOSS PER
SHARE OF COMMON
STOCK $ (0.01) $ - $ (0.06) $ -
BASIC WEIGHTED
OUTSTANDING SHARES 180,341 180,341 180,341 180,341
</TABLE>
<TABLE>
PANDORA'S GOLDEN BOX
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
<CAPTION>
Deficit
Accumulated
Additional During the
Common Stock Paid-in Development
Shares Amount Capital Stage
<S> <C> <C> <C> <C>
Inception on August 4, 1987 - $ - $ - $ -
45,000 shares of common stock
issued for cash at $0.17 per
share 45,000 45 7,455 -
29,570 shares of common stock
issued for cash at $5.00 per
share 29,570 30 147,818 -
4,000 shares of common stock
issued for equipment at $27.11
per share 4,000 4 108,547 -
Loss from inception on
August 4, 1987
to December 31, 1994 - - - (263,899)
Balance, December 31, 1994 78,570 79 263,820 (263,899)
Net loss for the year ended
December 31, 1995 - - - -
Balance, December 31, 1995 78,570 79 263,820 (263,899)
Net loss for the year ended
December 31, 1996 - - - -
Balance, December 31, 1996 78,570 79 263,820 (263,899)
100,000 shares of common stock
issued for cash at $0.10 per
share 100,000 100 9,900 -
1,711 shares of common stock
issued in conjunction with a
100-for-1 reverse stock split 1,771 1 (1) -
Net loss for the year ended
December 31, 1997 - - - (5,145)
Balance, December 31, 1997 180,341 180 273,719 (269,044)
Net loss for the nine months
ended September 30, 1998
(unaudited) - - - (10,361)
Balance, September 30, 1998
(unaudited) 180,341 $ 180 $ 273,719 $ (279,405)
</TABLE>
<TABLE>
PANDORA'S GOLDEN BOX
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
<CAPTION>
From
Inception on
July 26,
For the Three Months Ended For the Nine Months Ended 1983 Through
September 30, September 30, September 30,
1998 1997 1998 1997 1998
<S> <C> <C> <C> <C> <C>
OPERATING ACTIVITIES
Net loss $(1,047) $ - $(10,361) $ - $(279,405)
Increase in accounts
payable 203 - 7,113 - 8,070
Net Cash Provided
(Used) by Operating
Activities (844) - (3,248) - (271,335)
CASH FLOWS FROM
INVESTING ACTIVITIES - - - - -
CASH FLOWS FROM
FINANCING ACTIVITIES
Proceeds from issuance
of common stock - - - - 273,899
Net Cash Provided
(Used) by Financing
Activities - - - - 273,899
NET INCREASE (DECREASE)
IN CASH AND CASH
EQUIVALENTS (844) - (3,248) - 2,564
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 3,408 - 5,812 - -
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 2,564 $ - $ 2,564 $ - $ 2,564
SUPPLEMENTAL DISCLOSURES
OF CASH FLOW INFORMATION
Interest paid $ - $ - $ - $ - $ -
Income taxes paid $ - $ - $ - $ - $ -
NON-CASH FINANCING ACTIVITIES:
Common stock issued for
equipment $ - $ - $ - $ - $ 108,461
</TABLE>
PANDORA'S GOLDEN BOX
(A Development Stage Company)
Notes to the Financial Statements
September 30, 1998 and December 31, 1997
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Organization
The financial statements presented are those of Pandora's Golden Box.
The Company was incorporated on August 4, 1987 in the State of Nevada for the
purpose of acquiring interests in various business opportunitities.
b. Accounting Method
The Company's financial statements are prepared using the accrual
method of accounting. The Company has elected a December 31 year end.
c. Net Loss Per Share
The computation of net loss per share of common stock is based on the
weighted average number of shares outstanding during the period.
d. Cash Equivalents
For purposes of the Statement of Cash Flows, the Company considers all
highly liquid investments with an original maturity of three months or less to
be cash equivalents.
e. Provision for Taxes
The Company accounts for income taxes using Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes." Under Statement
109, the liability method is used in accounting for income taxes.
As of September 30, 1998, the Company had net operating loss
carryforwards of approximately $10,000 that may be offset against future
taxable income through 2013. The tax benefit of the net operating loss
carryforwards is offset by a valuation allowance of the same amount due to the
uncertainty that the carryforwards will be used before they expire.
f. 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
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
g. Unaudited Financial Statements
The accompanying unaudited financial statements include all of the
adjustments which, in the opinion of management, are necessary for a fair
presentation. Such adjustments are of a normal, recurring nature.
NOTE 2 - GOING CONCERN
The Company's financial statements are prepared using generally
accepted accounting principles applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business. However, the Company does not have significant
cash or other material assets, nor does it have an established source of
revenues sufficient to cover its operating costs and to allow it to continue
as a going concern. It is the intent of the Company to seek a merger with an
existing, operating company. Currently, the stockholders are committed to
covering all operating expenses and other costs until a merger has occurred.
NOTE 3 - STOCK SPLIT/CHANGE IN AUTHORIZED SHARES
On December 31, 1997, the Company reverse split its common shares on a
one share for one hundred shares basis. This reverse split of the Company's
common stock has been retroactively reflected in the financial statements. No
shareholder was reduced below 100 shares so 1,771 shares were issued.
Item 2. Management's Discussion and Analysis or Plan of Operation.
- --------------------------------------------------------------------
Plan of Operation.
- ------------------
The Company has not engaged in any material operations since the
calendar year ended December 31, 1991, or during the quarterly period ended
September 30, 1998. During this period, the Company received revenues of $0.
During the same period, total expenses were $1,047 and net income totaled
$(1,047).
The Company's plan of operation for the next 12 months is to continue
to seek the acquisition of assets, properties or businesses that may benefit
the Company and its stockholders. Management anticipates that to achieve any
such acquisition, the Company will issue shares of its common stock as the
sole consideration for such acquisition.
During the next 12 months, the Company's only foreseeable cash
requirements will relate to maintaining the Company in good standing or the
payment of expenses associated with reviewing or investigating any potential
business venture, which the Company expects to pay from its cash resources.
Results of Operations.
- ----------------------
During the quarterly period ended September 30, 1998, the Company
had no business operations. During this period, the Company received total
revenues of $0 and had net income of $(1,047).
Liquidity.
- ----------
At September 30, 1998, the Company had total current assets of
$2,564, with total current liabilities of $8,070. Total stockholder's
equity was $(5,506).
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
- ----------------------------
None; not applicable.
Item 2. Changes in Securities.
- --------------------------------
None; not applicable.
Item 3. Defaults Upon Senior Securities.
- ------------------------------------------
None; not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
- --------------------------------------------------------------
None; not applicable.
Item 5. Other Information.
- ----------------------------
None; not applicable.
Item 6. Exhibits and Reports on Form 8-K.
- -------------------------------------------
(a) Exhibits.
Financial Data Schedule.
(b) Reports on Form 8-K.
None.
<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.
PANDORA'S GOLDEN BOX
Date: 10/19/98 By /s/ Sam Bono
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Sam Bono
Director and President
Date: 10/15/98 By /s/ Carol Novick
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Carol Novick
Director and Treasurer
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<CIK> 828189
<NAME> PANDORA'S GOLDEN BOX
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> SEP-30-1998
<CASH> 2564
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2564
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 2564
<CURRENT-LIABILITIES> 8070
<BONDS> 0
0
0
<COMMON> 180
<OTHER-SE> (5686)
<TOTAL-LIABILITY-AND-EQUITY> 2564
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 10361
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (10361)
<EPS-PRIMARY> (0.01)
<EPS-DILUTED> (0.01)
</TABLE>
