FORM 10-QSB
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
For the Quarterly period ended September 30, 2000.
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______.
Commission File No. 0-17843
REGAL ONE CORPORATION
(name of small business issuer in its charter)
FLORIDA 95-4158065
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
551 Driftstone Avenue, Las Vegas, NV 89123
(Address of principal executive offices)
(702) 897-5331
Issuer's telephone number
Check whether the issuer (1) filed all reports required to
be filed by section 13 or 15(d) of the Exchange Act during the
past 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.
Yes [X] No [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDING DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports
required to be filed by Section 12, 13, or 15(d) of the Exchange
Act after the distribution of Securities under a plan confirmed
by court.
Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the
issuers classes of common stock, as of the latest practicable
date: 1,253,765 shares as of September 30, 2000.
REGAL ONE CORPORATION
Form 1O-Q for the quarter ended September 30, 2000
TABLE OF CONTENTS AND INFORMATION REQUIRED IN REPORT
Part I. Financial Information
Item 1. Financial Statements (unaudited):
Balance Sheet
Statements of Income and Comprehensive Income
Statements of Cash Flows
Notes to the Financial Statements
Item 2. Managements Discussion and Analysis of Plan of
Operation
Part II. Other Information
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults upon Senior Securities
Item 4. Submission of Matters to a Vote of Security
holders
Item 5. Other Information
Item 6. Exhibits and reports on form 8-K
SIGNATURES
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
REGAL ONE CORPORATION
FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
<PAGE> 1
Independent Accountant's Report
We have reviewed the accompanying balance sheet and the
related statements of operations and cash flows of Regal One
Corporation as of September 30, 2000 and for the three month and
nine month periods then ended. These financial statements are
the responsibility of the Company's management.
We conducted our review in accordance with standards
established by the American Institute of Certified Public
Accountants. A review of interim financial information 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, we do not express such an opinion.
Based on our review, we are 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.
As discussed in Note 2, certain conditions indicate that the
Company may be unable to continue as a going concern. The
accompanying financial statements do not include any adjustments
to the financial statements that might be necessary should the
Company be unable to continue as a going concern.
November 8, 2000
<PAGE> 2
<TABLE>
REGAL ONE CORPORATION
BALANCE SHEETS
September 30, 2000 and December 31, 1999
(See Accountants' Report)
<S> <C> <C>
September 30, December 31,
2000 1999
(Unaudited) (Audited)
----------- -----------
ASSETS
Current Assets
Cash $ 2,381 $ 8
----------- -----------
Total Assets $ 2,381 $ 8
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Due to stockholders and officers $ 132,190 $ 96,190
Accounts payable and accrued
liabilities 146,008 158,296
----------- -----------
Total Current Liabilities 278,198 254,486
----------- -----------
Stockholders' Equity (Deficit)
Preferred stock, no par value.
Authorized 50,000,000 shares;
issued and outstanding
208,965 shares 500 500
Common stock, no par value.
Authorized 50,000,000 shares;
issued and outstanding
1,253,765 shares at June 30, 2000
and 1,221,213 shares at
December 31, 1999 6,023,564 5,997,113
Additional paid in capital 79 -
Accumulated deficit (6,299,960) (6,252,091)
----------- -----------
Net Stockholders'
Equity (Deficit) (275,817) (254,478)
----------- -----------
Total Liabilities
and Stockholders'
Equity (Deficit) $ 2,381 $ 8
=========== ===========
See the accompanying notes to the financial statements.
</TABLE>
<PAGE> 3
<TABLE>
REGAL ONE CORPORATION
STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
For the Three Months and Nine Months Ended September 30, 2000 and 1999
(Unaudited)
<S> <C> <C>
Three Months Ended
September 30,
--------------------------
2000 1999
--------------------------
Expenses:
Consulting and outside services $ - $ 12,750
Professional services 5,572 7,669
Other, selling, general and
administrative expenses 645 3,225
----------- -----------
6,217 23,644
----------- -----------
Loss from Operations (6,217) (23,644)
----------- -----------
Other Income (Expense) - -
----------- -----------
Loss Before Provision for Income Taxes (6,217) (23,644)
Income Tax Expenses - -
----------- -----------
Net Income (Loss) (6,217) (23,644)
Other Comprehensive Income - -
----------- -----------
Comprehensive (Loss) $ (6,217) $ (23,644)
=========== ===========
Basic and Diluted Net Loss
per Common Share $ (.01) $ (.02)
=========== ===========
Shares Used in Computing Basic
and Diluted per Share Data 1,253,765 1,191,217
=========== ===========
See the accompanying notes to the financial statements.
</TABLE>
<TABLE>
REGAL ONE CORPORATION
STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
For the Three Months and Nine months Ended September 30, 2000 and 1999
(Unaudited)
<S> <C> <C>
Nine Months Ended
September 30,
--------------------------
2000 1999
--------------------------
Expenses:
Consulting and outside services $ 21,000 $ 35,125
Professional services 25,178 19,245
Other, selling, general and
administrative expenses 1,691 4,814
----------- -----------
47,869 59,184
----------- -----------
Loss from Operations (47,869) (59,184)
----------- -----------
Other Income (Expense) - -
----------- -----------
Loss Before Provision for Income Taxes (47,869) (59,184)
Income Tax Expenses - -
----------- -----------
Net Income (Loss) (47,869) (59,184)
Other Comprehensive Income - -
----------- -----------
Comprehensive (Loss) $ (47,869) $ (59,184)
=========== ===========
Basic and Diluted Net Loss
per Common Share $ (.04) $ (.05)
=========== ===========
Shares Used in Computing Basic
and Diluted per Share Data 1,237,738 1,191,217
=========== ===========
See the accompanying notes to the financial statements.
</TABLE>
<PAGE> 4
<TABLE>
REGAL ONE CORPORATION
STATEMENTS OF CASH FLOWS
For the Nine months Ended September 30, 2000 and 1999
(Unaudited)
<S> <C> <C>
2000 1999
----------- -----------
Cash flows from operating activities:
Net income (loss) $ (47,869) $ (59,184)
----------- -----------
Adjustments to reconcile net loss
to net cash used by operating
activities:
Noncash consulting fees 36,000 31,500
Increase (Decrease)in accounts
payable and accrued liabilities (12,288) 23,017
----------- -----------
Total Adjustments 23,712 54,517
----------- -----------
Net cash used by operating
activities (24,157) (4,667)
----------- -----------
Cash Flows from Investing Activities:
Net cash provided by
investing activities - -
Cash flows from financing activities:
Proceeds from sales of stock 26,530 -
----------- -----------
Net cash used by
financing activities 26,530 -
----------- -----------
Net increase (decrease)
in cash 2,373 (4,667)
Cash at beginning of period 8 4,818
----------- -----------
Cash at end of period $ 2,381 $ 151
=========== ===========
See the accompanying notes to the financial statements.
</TABLE>
<PAGE> 5
<TABLE>
REGAL ONE CORPORATION
STATEMENTS OF CASH FLOWS
For the Nine months Ended September 30, 2000 and 1999
(Unaudited)
<S> <C> <C>
2000 1999
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year
for interest $ - $ -
=========== ===========
Cash paid during the year
for income taxes $ - $ -
=========== ===========
See the accompanying notes to the financial statements.
</TABLE>
<PAGE> 6
REGAL ONE CORPORATION
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES
Business
Regal One Corporation (the "Company") located in Las Vegas,
Nevada, is a Florida corporation originally incorporated as
Electro-Mechanical Services, Inc., in 1959 in Florida. The
Company has been involved in a variety of industries including
automobile mufflers, real estate, and the pharmaceutical and
health fields. The Company is currently not in formal business
operations, but is actively seeking a merger candidate.
Basis of Presentation
The accompanying unaudited financial statements have been
prepared in accordance with generally accepted accounting
principles for interim financial information and the instructions
for Form 10-QSB and Regulation S-B. Accordingly, they do not
include all of the information and footnotes required by
generally accepted accounting principles for complete financial
statements. All adjustments that, in the opinion of management,
are necessary for a fair presentation of the results of
operations for the interim periods have been made and are of a
recurring nature unless otherwise disclosed herein. The results
of operations for the quarter ended September 30, 2000, are not
necessarily indicative of the results that will be realized for a
full year. For further information, refer to the financial
statements and notes thereto contained in the Company's Annual
Report on Form 10-KSB for the year ending December 31, 1999.
NOTE 2 - GOING CONCERN
For the fiscal year ended December 31, 1999, the independent
auditors report included an explanatory paragraph calling
attention to a going concern issue. The Company has suffered
recurring losses from operations and at September 30, 2000,
continues to have an accumulated deficit. The accompanying
financial statements have also been prepared contemplating
continuation of the Company as a going concern, which is
dependent upon the Company obtaining additional financing to
satisfy the operating needs of the Company and/or completing a
successful merger.
NOTE 3 - PRIOR PERIOD ADJUSTMENT
The accompanying financial statements for the quarter ended
September 30, 1999, have been restated to correct an error made
in 1994 when 30,000 shares of common stock that had been issued
in 1993 were incorrectly canceled. The effect of the restatement
had no impact on net income. However, the number of shares of
common stock outstanding have been adjusted to reflect the
additional 30,000 shares.
<PAGE> 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Overview
The Company is currently not in formal business operations, but
is actively seeking a merger candidate. The Company has not
generated significant revenue during the last several years, and
has funded its operation primarily through the issuance of
additional debt and equity financing. Accordingly, the Company's
ability to accomplish its business strategy and to ultimately
achieve profitable operations is dependent upon its ability to
obtain additional debt or equity financing, or to merge with a
going concern company. The Company is currently exploring a
merger option.
Results of Operations
The Company reported no revenues for the quarters ending
September 30, 2000 and 1999.
Operating expenditures decreased from $23,644 in the quarter
ended September 30, 1999, to $6,217 in the quarter ended
September 30, 2000. The decrease of $17,427 is primarily
attributable to consulting expenses incurred in 1999 that were
not incurred in 2000.
Liquidity and Capital Resources
During the prior year and current quarter, the Company had
continuing losses from operations. There can be no assurances
that the Company will be able to secure long-term borrowings with
which to finance its future operations. The Company does not
currently have any established bank lines of credit. The
Company's lack of liquidity is reflected in the table below,
which shows comparative working capital (current assets less
current liabilities) which is an important measure of the
Company's ability to meet its short-term obligations.
September 30, 2000 December 31, 1999
Working Capital
(deficit) $ (275,817) $ (254,478)
The Company's financial condition at September 30, 2000, reflects
an immediate inability to meet its short-term obligations. At
September 30, 2000, the Company had $2,381 in cash on hand. The
liabilities of the Company at September 30, 2000, aggregated
$278,198. Certain accounts payable are past due, and it is
possible that the persons to whom these obligations are due may
seek to collect the amounts due them.
Stock Option Plan
The Company's Stock Option Plan (Plan) is for its employees,
directors, officers and consultants or advisors of the Company.
In May 1995, the Company filed a registration statement on Form
S-8 covering 3,000,000 shares of common stock for this Plan.
Since May 1995, holders have exercised options to purchase
581,058 shares of common stock. No options were exercised during
the quarter ended September 30, 2000, there are 2,418,942 yet
available, with an amended expiration date of March 31, 2001
(See the Company's 14c, filed February 19, 1999).
Cautionary Statements Regarding Forward-Looking Statements
Certain statements contained in this Form 10-QSB regarding
matters that are not historical facts are forward-looking
statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements
involve risks and uncertainties, and actual results may differ
materially from those expressed or implied by such forward-
looking statements. All statements that address operating
performance, liquidity issues, or events or developments that
management expects or anticipates to occur in the future are
forward-looking statements. The forward-looking statements are
based on management's current views and assumptions regarding
future events and operating performance. Many factors could
cause actual results to differ materially from estimates
contained in management's forward-looking statements. Some of
these factors are adverse economic conditions, inadequate
capital, availability of alternative financing resources,
unexpected costs, and the Company's ability to manage its
recurring losses and shareholders' deficit.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is not aware of any litigation either pending,
asserted, unasserted, or threatened.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibits
None.
A copy of any of the exhibits listed or referred to above,
if any, will be furnished at a reasonable cost to any person who
was a shareholder of the Company on June 30, 2000, upon receipt
from any such person of written request for any such exhibit.
Such request should be sent to the Company with the attention
directed to the Corporate Secretary.
Reports on Form 8-K
None.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
Dated: November 13, 2000
REGAL ONE CORPORATION
(Registrant)
By: /s/ Dr. Malcolm Curry
Dr. Malcolm Curry, Chairman
