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 quarter ended October 31, 2000
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[ ] 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. 000-24459
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THE THEME FACTORY, INC.
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(Name of Small Business Issuer in its Charter)
NEVADA 62-1386351
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(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
9005 Cobble Canyon Lane
Sandy, Utah 84093
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(Address of Principal Executive Offices)
Issuer's Telephone Number: (801) 942-0555
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 Company 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
--- --- --- ---
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS)
Check whether the issuer has 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 a court. Yes____ No ___
(APPLICABLE ONLY TO CORPORATE ISSUERS)
State the number of shares outstanding of each of the Issuer's
classes of common equity, as of the latest practicable date:
October 31, 2000
Common - 1,418,831 shares
DOCUMENTS INCORPORATED BY REFERENCE
NONE.
Transitional Small Business Issuer Format Yes X No
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
The Consolidated Financial Statements of the Company 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 Consolidated Financial Statements fairly present the
financial condition of the Company.
<PAGE>
THE THEME FACTORY, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
October 31, 2000 and April 30, 2000
<PAGE>
<TABLE>
THE THEME FACTORY, INC.
(A Development Stage Company)
Balance Sheets
<CAPTION>
ASSETS
October 31, April 30,
2000 2000
(Unaudited)
<S> <C> <C>
CURRENT ASSETS
Cash $ - $ -
Total Current Assets - -
TOTAL ASSETS $ - $ -
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable (Note 2) $ 30,829 $ 23,502
Taxes payable 86,810 86,810
Accrued interest payable 85,588 81,248
Total Liabilities 203,227 191,560
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock; authorized 25,000,000 common
shares at $0.001 par value; 1,418,831 shares
issued and outstanding 1,419 1,419
Additional paid-in capital 99,869 99,869
Deficit accumulated during the development stage (304,515) (292,848)
Total Stockholders' Equity (Deficit) (203,227) (191,560)
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ - $ -
</TABLE>
<TABLE>
THE THEME FACTORY, INC.
(A Development Stage Company)
Statements of Operations
(Unaudited)
<CAPTION>
From
Inception on
For the Three For the Six November 13,
Months Ended Months Ended 1989 Through
October 31, October 31, October 31,
2000 1999 2000 1999 2000
<S> <C> <C> <C> <C> <C>
REVENUES $ - $ - $ - $ - $ -
EXPENSES
General and
administrative 830 9,599 7,327 9,599 41,663
Total Expenses 830 9,599 7,327 9,599 41,663
LOSS FROM OPERATIONS (830) (9,599) (7,327) (9,599) (41,663)
OTHER EXPENSES
Interest expense (2,170) (2,170) (4,340) (4,340) (116,322)
Total Other Expenses (2,170) (2,170) (4,340) (4,340) (116,322)
LOSS FROM DISCONTINUED
OPERATIONS - - - - (146,530)
NET LOSS $(3,000)$(11,769) $(11,667) $(13,939) $(304,515)
BASIC LOSS PER SHARE $ (0.00)$ (0.01) $ (0.01) $ (0.01)
</TABLE>
<TABLE>
THE THEME FACTORY, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
<CAPTION>
<S> <C> <C> <C> <C>
Balance on inception - $ - $ - $ -
Issuance of common stock from
inception on November 13, 1989
to April 30, 1994 22,155 22 90,432 -
Net loss from inception on
November 13, 1989 through
April 30, 1994 - - - (191,656)
Balance, April 30, 1994 22,155 22 90,432 (191,656)
Net loss for the year ended
April 30, 1995 - - - (11,713)
Balance, April 30, 1995 22,155 22 90,432 (203,369)
Net loss for the year ended
April 30, 1996 - - - (11,322)
Balance, April 30, 1996 22,155 22 90,432 (214,691)
Net loss for the year ended
April 30, 1997 - - - (12,424)
Balance, April 30, 1997 22,155 22 90,432 (227,115)
Issuance of common stock
at $0.10 per share 20,338 20 2,014 -
Issuance of common stock for
services at $0.10 per share 75,000 75 7,425 -
Issuance of common stock for
services at $0.001 per share 1,300,000 1,300 - -
Net loss for the year ended
April 30, 1998 - - - (28,160)
Balance, April 30, 1998 1,417,493 1,417 99,871 (255,275)
Net loss for the year ended
April 30, 1999 - - - (14,359)
Balance, April 30, 1999 1,417,493 $ 1,417 $ 99,871 $(269,634)
Adjustment to correct
1-for-100 reverse stock
split 1,338 2 (2) -
Net loss for the year ended
April 30, 2000 - - - (23,214)
Balance, April 30, 2000 1,418,831 $ 1,419 $ 99,869 $(292,848)
Net loss for the three
months ended October 31, 2000
(unaudited) - - - (11,667)
Balance, October 31, 2000
(unaudited) 1,418,831 $ 1,419 $ 99,869 $(304,515)
</TABLE>
<TABLE>
THE THEME FACTORY, INC.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
<CAPTION>
From
Inception on
For the Three For the Six November 13,
Months Ended Months Ended 1989 Through
October 31, October 31, October 31,
2000 1999 2000 1999 2000
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(3,000) $(11,769) $(11,667) $ (13,939) $(304,515)
Adjustments to
reconcile net loss in
operating activities:
Common stock issued
for services - - - - 10,834
Changes in assets and
liabilities:
Increase (decrease)
in accrued expenses 2,170 2,170 4,340 4,340 173,748
Increase (decrease)
in accounts payable 830 9,599 7,327 9,599 30,644
Net Cash Used by
Operating Activities - - - - (89,289)
CASH FLOWS FROM
INVESTING ACTIVITIES - - - - -
CASH FLOWS FROM
FINANCING ACTIVITIES
Issuance of common
stock - - - - 89,289
Net Cash Provided
by Financing
Activities - - - - 89,289
NET INCREASE (DECREASE)
IN CASH - - - - -
CASH AT BEGINNING OF
PERIOD - - - - -
CASH AT END OF PERIOD $ - $ - $ - $ - $ -
CASH PAID DURING THE
YEAR FOR:
Interest $ - $ - $ - $ - $ -
Income taxes $ - $ - $ - $ - $ -
</TABLE>
THE THEME FACTORY, INC.
(A Development Stage Company)
Notes to the Financial Statements
October 31, 2000 and April 30, 2000
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Organization
The financial statements presented are those of The Theme Factory,
Inc., (a development stage company). The Company was incorporated in
the State of Nevada on November 13, 1989. The Company was
incorporated for the purpose of specializing in theme parties and
special events.
In April 1991, the Company's shareholders approved a reverse split
agreement, whereby the outstanding common shares were exchanged at a
rate of 1 share for every 2.5 shares outstanding. In October 1999,
the Company's shareholders approved a reverse split agreement,
whereby the outstanding shares were exchanged at a rate of 1 share
for every 100 shares outstanding. According to the provisions of the
reverse stock split, no shareholder owning greater than 100 shares of
common stock at the time of the split shall be reduced to less than
100 shares as a result of the reverse split. Further, all
shareholders owning less than 100 shares of common stock at the time
of the split shall receive additional shares to meet the 100 share
minimum adopted by the Company in conjunction with the split. All
adjustments for the reverse stock split are on a per stock
certificate basis and all fractional shares shall be rounded up to
the nearest whole share. The provisions of this reverse stock split
retained the authorized shares at 25,000,000 and the par value of
$0.001 per share. All references to shares outstanding and loss per
share have been retroactively restated to restate the reverse stock
splits.
b. Accounting Method
The Company's financial statements are prepared using the accrual
method of accounting. The Company has elected an April 30 year end.
c. Basic Loss Per Share
The computation of basic loss per share of common stock is based on
the weighted average number of shares outstanding during the period
of the financial statements.
For the For the
Three Months Ended Six Months Ended
October 31, October 31,
2000 1999 2000 1999
Numerator - loss $ (3,000) $(11,769) $ (11,667) $ (13,939)
Denominator - weighted
average number of
shares outstanding 1,418,831 1,418,831 1,418,831 1,418,831
Basic Loss Per Share $ (0.00) $ (0.01) $ (0.01) $ (0.01)
The computation of basic earnings per share of common stock is based
on the weighted standard average number of shares outstanding during
the period of the financial statements.
<PAGE>
THE THEME FACTORY, INC.
(A Development Stage Company)
Notes to the Financial Statements
October 31, 2000 and April 30, 2000
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
d. Provision for Taxes
At October 31, 2000, the Company had net operating loss carryforwards
of approximately $304,000 that may be offset against future taxable
income through 2020. No tax benefit has been reported in the
financial statements because the Company believes that there is a 50%
chance or greater the net operating loss carryforwards will expire
unused. Therefore, the potential tax benefits of the loss
carryforwards are offset by a valuation allowance of the same amount.
e. Cash Equivalents
The Company considers all highly liquid investments with a maturity
of three months or less when purchased to be cash equivalents.
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 reported 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 - ACCOUNTS PAYABLE
$14,246 and $11,408 of accounts payable is due to a related party for
expenses paid on behalf of the Company as of October 31, 2000 and
April 30, 2000, respectively.
NOTE 3 - 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. Until that time, the stockholders have committed to
covering the operating costs of the Company.
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation.
Plan of Operation.
------------------
The Company has not engaged in any material operations or had any
revenues from operations during the last two fiscal years. The Company's plan
of operation for the next 12 months has yet to be formulated, with the Company
intending to determine the industries in which it would like to focus its
business operations.
During the next 12 months, the Company's only foreseeable cash
requirements will relate to maintaining the Company in good standing, which
may be advanced by management or principal stockholders as loans to the
Company. Any such sums should be nominal.
Results of Operations.
----------------------
Other than restoring and maintaining its good corporate standing in the
State of Nevada, compromising and settling its debts and seeking the
acquisition of assets, properties or businesses that may benefit the Company
and its stockholders, the Company has had no material business operations
during the two most recent fiscal years.
At October 31, 2000, the Company had $0 in assets and $203,227 in
liabilities. The Company had no revenues for the three months ended October
31, 2000 and 1999, with $3,000 and $11,769 in expenses, for net losses of
($3,000) and ($11,769), respectively. The Company had no revenues for the six
months ended October 31, 2000 and 1999, with $11,667 and $13,939 in expenses,
for net losses of ($11,667) and ($13,939), respectively.
Liquidity
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At October 31, 2000, the Company had no current assets, with total
current liabilities of $203,227. Total stockholder's equity was ($203,227).
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.
No matter was submitted to a vote of the Company's security holders
during the second quarter of the fiscal year covered by this Report or
during the two previous fiscal years.
Item 5. Other Information.
On November 30, 2000, Todd D. Ross resigned as Secretary/Treasurer
and Director of the Company for personal reasons.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
None.
(b) Reports on Form 8-K.
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.
THE THEME FACTORY, INC.
Date: 12/14/00 By/s/David C. Merrell
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David C. Merrell
President and Director
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, this Report has been signed below by the following persons on
behalf of the Company and in the capacities and on the dates indicated:
THE THEME FACTORY, INC.
Date: 12/14/00 By/s/David C. Merrell
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David C. Merrell
President and
Director
