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: March 31, 2000 Commission File Number:33-22264-FW
TIME FINANCIAL SERVICES, INC.
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(Exact name of registrant as specified in its charter)
NEVADA 33-0840184
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(State or other jurisdiction (I.R.S. Employer incorporation
of organization) or Identification No.)
1040 E. Katella Street, Suite B-1, Orange, CA 92806
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(Address of principal executive offices)
(714) 288-5901
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(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, 1998, are as follows:
Class of Securities: Shares Outstanding:
Common Stock, $.001 par value 1,600,000
<PAGE>
INDEX
TIME FINANCIAL SERVICES, INC.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets (Unaudited): 3
As of March 31, 2000
Statements of Operation (Unaudited): 5
For the Three Months and Nine Months ended
March 31, 2000
Statement of Cash Flows (Unaudited): 6
For the Three Months and Nine Months
Ended March 31, 2000
Article 5 of Regulation S-X, Financial Data Schedule 7
Note to Financial Statements: 8
As of March 31, 2000 (Unaudited)
Item 2. Management's Discussion and Analysis of 9
Financial Condition and Results of Operations
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 2. Change in Securities 11
Item 3. Defaults Upon Senior Securities 11
Item 4. Submission of Matters to a Vote of Security 11
Holders
Item 5. Other Information 11
Signatures 12
<PAGE>
TIME FINANCIAL SERVICES, INC.
BALANCE SHEET
Consolidated
(Unaudited)
March 31, March 31,
2000 1999
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ASSETS:
Current Assets:
Cash and cash equivalents $ 20,553 $ 99,040
Accounts receivable 0 0
Inventory 0 0
Prepaid expenses 110 0
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Total Current Assets 20,633 99,840
Property and Equipment, net of
accumulated depreciation 7,489 7,489
Other Assets:
Investment in equity securities 0 0
Employee Advances 6,450 5,000
Real Property at acquisition cost 491,699 491,699
Note Receivable 108,150 0
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Total Other Assets 606,299 496,699
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TOTAL ASSETS $ 634,451 $ 604,028
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LIABILITIES AND STOCKHOLDERS' EQUITY:
Current Liabilities:
Notes payable to bank 0 0
Accounts payable 9,977 11,611
Accrued expenses 3,054 8,355
Current Portion Long Term Debt 5,255 5,255
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Total Current Liabilities $ 18,286 $ 25,221
Long Term Liabilities
Long Term Debt $ 442,063 442,063
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Total Liabilities $ 460,349 $ 467,284
<PAGE>
Stockholders' Equity:
Common stock, .001 par value;
50,000,000 shares authorized,
1,600,000 shares issued
and outstanding at
March 31, 2000 83,000 83,000
Additional paid-in capital 298,642 298,642
Stock for real estate 156,000 156,000
Retained earnings (deficit) (363,540) (561,959)
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Total Stockholders' Equity 174,102 136,744
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TOTAL LIABILITIES
AND STOCKHOLDERS' EQUITY $ 634,451 $ 604,028
============= =============
<PAGE>
TIME FINANCIAL SERVICES, INC.
STATEMENT OF OPERATIONS
FOR THE QUARTER ENDED MARCH 31, 2000
(Unaudited)
Quarter Ending Nine Months Ending
March 31 March 31 March 31 March 31
2000 1999 2000 1999
----------- ----------- ----------- -----------
REVENUES:
Loan origination
fees $ 10,365 $ 59,244 $ 61,887 $ 225,639
Rental income 6,731 11,531 24,366 30,886
Marketing Income 74,571 134,769 250,651 216,561
Real Estate Sales 0 0 0 81,209
Text sales 0 33,563 2,718 100,599
Other fees and
income 1,718 0 2,542 30,000
----------- ----------- ----------- -----------
Total Revenue 93,385 239,108 342,164 684,895
----------- ----------- ----------- -----------
OPERATING EXPENSES:
Loan officer
commissions 6,631 52,036 52,445 205,830
Loan Processing
costs 1,890 8,221 6,988 40,569
Other general and
administrative 9,170 150,476 8,070 313,909
Operating costs 111,074 35,276 370,392 110,940
----------- ----------- ----------- -----------
Total Operating
Expenses 128,765 246,000 437,895 671,248
----------- ----------- ----------- -----------
OPERATING (LOSS)
Profit (35,380) (6,901) ( 95,731) 13,647
NET (LOSS)
PER COMMON SHARE
Before
extraordinary loss (.022) (0.0056) (0.060) 0.011
=========== =========== =========== ===========
Weighted Average
Shares
Outstanding 1,600,000 1,235,744 1,600,000 1,235,744
=========== =========== =========== ===========
<PAGE>
TIME FINANCIAL SERVICES, INC.
STATEMENT OF CASH FLOWS
FOR THE QUARTER ENDED MARCH 31, 2000 and 1999
(Unaudited)
For the three months and
nine months ended
March 31,2000
3 months 9 months
-------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) $ (35,380) $( 95,731)
Adjustments to reconcile net (loss) to
net cash (used in) operating
activities:
Depreciation and amortization 0 0
(Increase) Decrease in:
Accounts receivable 0 9,830
Officer receivable 0 0
Federal Income tax receivables 0 0
Inventory 0 0
Prepaid expense 0 0
Other Assets 0 0
Accounts payable and accrued expenses (476) (2,103)
Net cash provided (used in)
operating activities (35,856) ( 88,004)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment 0 0
Employee Advances 50 0
Note Receivable 2,500 10,400
Net Cash (used in) investing activities 2,550 10,400
Net cash provided by Financing Activities
Proceeds from issuance of stock 0 0
Mortgage Debt 0 0
Net increase (decrease) in cash or
cash equivalents (33,280) (77,603)
Beginning of the period 54,842 98,158
Cash and Cash Equivalents -
End of Period $ 20,553 $ 20,553
<PAGE>
TIME FINANCIAL SERVICES, INC.
NOTE TO FINANCIAL STATEMENTS
March 31, 2000
(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.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Liquidity and Capital Resources
During the quarter ending March 31, 2000, the Company's cash declined ($33,280)
from the previous quarter ended December 31, 1999. Cash was continued to be used
for real estate being prepared for sale. Two of six properties are currently in
escrow. When these escrows close in May 2000, cash will increase by
approximately $30,000 to make up for this quarter's loss of cash.
The cash flow from the sale of Wall Street Whispers continues at a reduced
level.
Results of Operations
Text Services Division
This was sold June 1, 1999. No revenues were received for this quarter.
Mortgage Lending Division
For this segment, mortgage commission and fees were $10,365 for the quarter
ended March 31, 2000 and declined ($13,120) or (56%) from the quarter ended
December 31, 1999, and declined (56%) from the quarter ended March 31, 1999.
Interest rates continued to increase further reducing the market for
refinancing. In addition, subprime lending has become more difficult to fund for
lenders, because of fewer loan programs available.
<PAGE>
Expenses for this segment declined ($9,537) or (32%) to $20,429 from the quarter
ended March 31, 2000 compared to the quarter ended December 31, 1999. Compared
to the same quarter in 1999, the third quarter expenses for this segment
declined (64.5%) or ($37,136). This was due to reduced commissions paid out to
loan officers. The Company had expected loan revenues to increase this quarter,
but continued Fed interest rate hikes have reduced market opportunity.
Real Estate Division
Two properties, Morgon Street in Rialto, California and one of the Laughlin,
Nevada properties are now in escrow. These should close in the latter part of
May or early in June.
The Real Estate segment lost ($24,356) for the quarter ended March 31, 2000.
This segment lost ($54,594) for the Nine Months ended March 31, 2000. These
losses are anticipated and will continue until the properties are sold for
profit.
Sale of properties is the key to the company's cash and income for the fourth
quarter ending June 31, 2000.
Direct Mail Division
Direct Mail revenues were $74,574 for the quarter ended March 31, 2000. This was
a decline of (44.6%) from the quarter ended March 31, 1999, and an increase of
$29,618 or 65.9% compared to the prior quarter ended December 31, 1999.
The Company's growth in this segment is key to income growth. Marketing for this
segment is increased for the next quarter.
Expenses declined ($52,308) or (44%) for the quarter ended March 31, 2000
compared to the quarter ended March 31, 1999.
For the nine months ended March 31, 2000, revenues were $250,651, an increase of
$34,090 or 15.7% compared to the quarter ended March 31, 1999. Expenses for the
nine months for the quarter ended March 31, 2000 were $239,507 an increase of
$31,511 or 15.2%.
<PAGE>
Interest rate increases affect this segment as well, but the Company's increased
marketing effort should maintain current revenues in this division.
Overall Operating Results
Overall, the Company had revenues of $93,385 for the quarter ended March 31,
2000, and revenues of $342,164 for the Nine Months ended March 31, 2000. The
Nine Months revenues are down (50%) or ($342,731) compared to the Nine Months
ended December 31, 1999. Compared to the Nine Months ended December 31, 1999,
expenses declined ($234,055) or (34.8%) to $437,895 for Nine Months ended March
31, 2000.
Net loss for the Nine Months ended March 31, 2000 was ($95,731) of which the net
loss for the quarter ended March 31, 2000 was ($35,380).
The Company's business plan called for completing the merger with Holoworld Inc.
as previously reported. Due to continued delays, the Company has unilaterally
decided to discontinue discussions with Holoworld, Inc. and will seek another
merger partner. The Company is currently reviewing other potential candidates
and will notify shareholders when a letter of intent is signed.
<PAGE>
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.
<PAGE>
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.
Dated: May 16, 2000 Time Financial Services, Inc.
/s/ Michael F. Pope
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Michael F. Pope
/s/ Philip C. LaPuma
---------------------
Philip C. LaPuma
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-END> MAR-31-2000
<CASH> 20,553
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 20,553
<PP&E> 7,489
<DEPRECIATION> 634,451
<TOTAL-ASSETS> 35,080
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 83,000
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 634,451
<SALES> 342,164
<TOTAL-REVENUES> 342,164
<CGS> 0
<TOTAL-COSTS> 437,895
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (95,731)
<INCOME-TAX> 0
<INCOME-CONTINUING> (95,731)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (95,731)
<EPS-BASIC> (0.060)
<EPS-DILUTED> (0.069)
</TABLE>
