UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Quarter: September 30, 1999 Commission File Number:33-22264-FW
TIME FINANCIAL SERVICES, INC.
_________________________________________________________________
(Exact name of registrant as specified in its charter)
NEVADA 33-0840184
_________________________________________________________________
(State or other jurisdiction (I.R.S. Employer incorporation
of organization) or Identification No.)
1182 N. Tustin Street, Orange, CA 92806
_________________________________________________________________
(Address of principal executive offices)
(714) 288-5901
_________________________________________________________________
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 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.
X Yes No
_____ _____
The number of shares outstanding of each of the issuer's
classes of stock, as of September 30, 1999, are as follows:
Class of Securities: Shares Outstanding:
Common Stock, $.001 par value 1,592,755
INDEX
TIME FINANCIAL SERVICES, INC.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets (Unaudited): 3
As of September 30, 1999
Statements of Operation (Unaudited): 5
For the Three Months ended September 30, 1999
Statement of Cash Flows (Unaudited): 6
For the Three Months Ended September 30, 1999
Note to Financial Statements: 8
As of September 30, 1999 (Unaudited)
Item 2. Management's Discussion and Analysis of 9
Financial Condition and Results of Operations
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 10
Item 2. Change in Securities 10
Item 3. Defaults Upon Senior Securities 10
Item 4. Submission of Matters to a Vote of Security 10
Holders
Item 5. Other Information 10
Signatures 11
TIME FINANCIAL SERVICES, INC.
BALANCE SHEET
CONSOLIDATED
(Unaudited)
<TABLE>
<S> <C> <C>
September 30, September 30,
1999 1998
_____________ _____________
ASSETS:
Current Assets:
Cash and cash equivalents $ 97,826 $ 11,495
Accounts receivable 0 0
Inventory 0 0
Prepaid expenses 800 806
_____________ _____________
Total Current Assets 98,626 12,265
Property and Equipment, net of
accumulated depreciation 7,489 7,489
Other Assets:
Investment in equity securities 0 12,370
Employee Advances 5,000 5,000
Real Property at Acquisition Cost 491,699 786,699
Note Receivable 117,905 0
_____________ _____________
Total Other Assets 614,604 804,069
_____________ _____________
TOTAL ASSETS $ 720,719 $ 823,823
_____________ _____________
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current Liabilities:
Accounts payable $ 1,231 $ 8,253
Accrued expenses 16,586 26,839
Current Portion of Long Term Debt 5,255 8,051
_____________ _____________
Total Current Liabilities $ 23,072 $ 43,143
Long Term Liabilities
Long Term Debt 442,063 661,270
_____________ _____________
Total Liabilities $ 465,135 $ 704,413
Stockholders' Equity:
Common stock, .001 par value;
5,000,000 shares authorized,
1,205,744 shares issued
and outstanding at
Sept 30, 1998 (see Note 1) 83,000 83,000
Additional paid-in capital 298,642 298,642
Stock for Real Estate 156,000 156,000
Retained earnings (deficit) (282,058) (418,232)
_____________ _____________
Total Stockholders' Equity 255,584 119,410
_____________ _____________
TOTAL LIABILITIES
AND STOCKHOLDERS' EQUITY $ 720,719 $ 823,823
============= =============
</TABLE>
TIME FINANCIAL SERVICES, INC.
STATEMENT OF OPERATIONS
FOR THE QUARTER ENDED SEPTEMBER 30, 1999
(Unaudited)
<TABLE>
<S> <C> <C>
Sept. 30 Sept. 30
1999 1998
REVENUES
Loan Origination fees $ 28,861 $ 109,182
Rental Income 10,865 8,407
Marketing Income 116,050 51,509
Text Sales 2,718 37,102
Other fees and income 0 30,000
___________ ___________
Total Revenue $ 158,486 $ 236,200
OPERATING EXPENSES:
Loan officer commissions $ 29,001 $ 89,273
Loan Processing costs 3,465 25,059
Other general and administrative 38,526 38,300
Operating costs 110,355 87,835
___________ ___________
Total operating expenses $ 181,347 $ 240,467
___________ ___________
OPERATING PROFIT (LOSS) $ (22,861) $ (4,267)
___________ ___________
NET (LOSS) PER COMMON SHARE $ (0.0143) $ (0.0051)
=========== ===========
WEIGHTED AVERAGE
SHARES OUTSTANDING 1,592,755 1,205,744
</TABLE>
TIME FINANCIAL SERVICES
STATEMENT OF CASH FLOWS
FOR THE QUARTER ENDED SEPTEMBER 30, 1999 AND 1998
(Unaudited)
<TABLE>
<S> <C> <C>
For the three months ending
1999 1998
OPERATING ACTIVITIES
Net (loss) (22,861) (4,267)
Adjustments to reconcile net (loss)
to net cash (used in) operating
activities:
Depreciation and amortization 0 0
Change in assets and liabilities:
Accounts receivable 9,140 0
Inventory 0 0
Prepaid expenses 690 0
Other assets 2000 0
Accounts payable and
accrued expenses (6,264) (3,009)
__________ __________
Net Cash (used in) operating
activities (17,295) (8,076)
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment Securities 0 (12,220)
Notes Receivable 2,095 0
__________ __________
Net cash provided by Investing Activities 2,095 (12,220)
NET CASH PROVIDED BY FINANCING ACTIVITIES 15,050 0
__________ __________
Net decrease in cash and cash equivalents (150) (20,296)
Beginning of period 97,976 31,755
__________ __________
End of period $ 97,826 $11,459
========== ==========
</TABLE>
TIME FINANCIAL SERVICES, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
(Unaudited)
The financial information included herein is unaudited; however,
such information reflects all adjustments (consisting solely of
normal recurring adjustments) which are, in the opinion of
management, necessary for a fair statement of results for the
interim period. Such results are not necessarily indicative of a
full year's operation.
Part I.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
The following discussion should be read in conjunction with the
attached consolidated financial statements and notes thereto, and
with the Company's audited financial statements and notes thereto
for the year ending June 30, 1999 in the Company's Form 10-KSB.
Liquidity and Capital Resources
During the quarter ending September 30, 1999, the Company cash
declined $9,050 from the previous quarter ending June 30, 1999, but
was up $67,113 or 217% from the quarter ending September 30, 1998.
The Company's business plan is to sell the remaining five real
estate properties and convert their equity to cash, then acquire
additional properties to turn.
The cash flow from the sale of Wall Street Whispers was reduced to
$2,500 per month from $5,000 to aid the buyer in over coming start-
up issues. In the short term the Company doesn't expect this to
increase.
Results of Operations
Text Services Division
This segment was sold effective June 1, 1999, so income dropped
$37,102 or 92.7% for the quarter ending September 30, 1998.
Related expenses declined $36,288 or 97.8% for the period ended
September 30, 1999 compared to the period ended September 30, 1998.
This segment added $1,887 or 11% to profit for the quarter ended
September 30, 1999 compared to a loss of ($17.26) for the quarter
ended September 30, 1998.
Mortgage Lending Division
This segment declined significantly $77,672 or 73% to $28,302 for
the quarter ended September 30, 1999 compared to the quarter ended
September 30, 1998. This was due to a shift in the mortgage market
from refinance loans to equity seconds caused by increasing
interest rates. Expenses declined ($68,538) or 61% resulting in a
net loss for this segment of ($15,804) for the quarter ended
September 30, 1999 compared to ($6,670) loss for the quarter ended
September 30, 1998.
The Company's business plan calls for increased marketing of
mortgages to bring revenues back higher by third quarter (Period
ending March 2000).
Real Estate Division
The Company is in the process of improving its properties and
eventually liquidating the current inventory one at a time. No
sales nor purchases took place during the quarter ending September
30, 1999.
Rental Revenues were $11,416 for the quarter ended September 30,
1999, a decrease of 1.7% compared to the quarter ended September
30, 1998. The Real Estate segment lost ($7,167) for the quarter
ended September 30, 1999 compared to a loss of ($22,204) for the
quarter ended September 30, 1998. These losses are anticipated and
will continue until the properties are sold for profit.
Direct Mail Division
Direct mail revenues were strong $116,059 for the quarter ended
September 30, 1999 an increase of 125% compared to the quarter
ended September 30, 1998. This segment contributed $3,143 in
profit for the quarter ended September 30, 1999. Compared to a
loss of ($3,768) for the quarter ended September 30, 1998.
The Company
Overall the Company lost ($22,861) for the quarter ended September
30, 1999 compared to a loss of $(4,267) for the quarter ended
September 30, 1998. To correct this the Company's plan is to sell
its current real estate holdings and strengthen its mortgage
marketing by use of its own direct mail facility. Management
expects to use up approximately one half of its current cash
position in this effort, but eventually the cash portion will be
stronger.
Subsequent Events
A letter of intent has been signed with Holoworld Inc, of Woodland
Hills, California for a reverse merger whereby Time Financial will
acquire 100% of the outstanding shares of Holoworld Inc. in a share
exchange agreement. Current Time Financial Services, Inc.
shareholders will retain 10% of the new company and Holoworld,Inc.
shareholders will retain 90%. Time Lending, California, the
operating subsidiary of Time Financial Services,Inc. will be
distributed to the Time Financial Services shareholders upon
completion of the above merger.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
There has been no significant change in other legal matters at
this time.
Item 2. Changes in Securities
None
Item 3. Submission of Matters to a Vote of Securities Holders
None
Item 4. Defaults upon Senior Securities
None
Item 5. Other Information
None
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act
of 1934, as amended, the Registrant has caused this report to be
signed on its behalf by the undersigned duly authorized persons.
December 13, 199
(Date)
Time Financial Services, Inc.
(Registrant)
Michael F. Pope
(Signature)
Philip C. LaPuma
(Signature)
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-END> SEP-30-1999
<CASH> 97,826
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 95,936
<PP&E> 7,489
<DEPRECIATION> 0
<TOTAL-ASSETS> 720,719
<CURRENT-LIABILITIES> 23,072
<BONDS> 0
0
0
<COMMON> 83,000
<OTHER-SE> 172,584
<TOTAL-LIABILITY-AND-EQUITY> 720,719
<SALES> 158,486
<TOTAL-REVENUES> 158,486
<CGS> 0
<TOTAL-COSTS> 181,347
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (22,861)
<INCOME-TAX> 0
<INCOME-CONTINUING> (22,861)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (22,861)
<EPS-BASIC> (.143)
<EPS-DILUTED> (.143)
</TABLE>
