<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarterly period
ended September 30, 1995 Commission File Number 0-18565
RESOURCES OF THE PACIFIC CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 93-0947570
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification Number)
5277 Cameron Street
Suite 130
Las Vegas, Nevada 89118
Registrant's telephone number, including area code: (702) 221-1209
Pit Stop Auto Centers, Inc.
8350 East Bronco Trail, Scottsdale, AZ 85255
(Former name, former address and former fiscal year if changed from last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 of 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or shorter period that the registrant
was required to file such reports), and (2) has been subject to the filing
requirements for the past 90 days.
Yes No X
--- ---
As of October 15, 1995 there were 3,379,279 shares of the Issuer's
Common Stock, $.05 par value outstanding
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RESOURCES OF THE PACIFIC CORPORATION
Index to Form 10-QSB
PART I FINANCIAL INFORMATION PAGE
----
Item 1. Financial Statements
Balance Sheets as of September 30, 1995 (Unaudited)
and December 31, 1994........................................ 3
Statements of Operations for the Three Months and Nine Months
Ended September 30, 1995 and 1994 (Unaudited)................ 4
Statements of Cash Flows for the Nine Months
Ended September 30, 1995 and 1994 (Unaudited)................ 5
Notes to Financial Statements................................ 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.......................... 7
PART II OTHER INFORMATION
Item 5. Other Information............................................ 8
SIGNATURE................................................................ 9
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RESOURCES OF THE PACIFIC CORPORATION
BALANCE SHEET
September 30, December 31,
1995 1994
----------- -----------
(Unaudited) (Audited)
Assets
Current Assets:
Cash $ 17,225 $ 27
----------- -----------
Total Current Assets: $ 17,225 $ 27
Property & Equipment, net 0 281
----------- -----------
Total Assets: $ 17,225 $ 308
----------- -----------
----------- -----------
Liabilities & Stockholder Equity
Current Liablities
Accounts Payable $ 10,187 $ 12,204
Loans Payable 50,000
----------- -----------
Total Current Liabilites $ 60,187 $ 12,204
Stockholder Equity
Common Stock, $.005 par value,
25,000,000 shares authorized and
.05 par value, 10,000,000 shares
authorized, respectively and 3,379,279
shares issued and outstanding as of
September 30, 1995 and 2,874,279 shares
issued and outstanding as of
December 31, 1994 $ 16,896 $ 143,713
Additional Paid-in-Capital 2,914,394 2,760,727
Accumulated Deficit (2,974,252) (2,916,336)
----------- -----------
Total Stockholders Equity $ (42,962) $ (11,896)
----------- -----------
Total Liabilities & Stockholder Equity $ 17,225 $ 308
----------- -----------
----------- -----------
3
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RESOURCES OF THE PACIFIC CORPORATION
STATEMENT OF OPERATIONS
(Unaudited)
Three Months Nine Months
Ended September 30, Ended September 30,
---------------------- ----------------------
1995 1994 1995 1994
--------- --------- --------- ---------
Revenues $ - $ - $ - $ -
--------- --------- --------- ---------
Expenses:
Selling, General & $ 32,775 $ 2,103 $ 57,635 $ 9,888
Administrative
Depreciation 47 117 281 350
--------- --------- --------- ---------
Total Expenses $ 32,822 $ 2,220 $ 57,916 $ 10,238
--------- --------- --------- ---------
Net Loss $ (32,822) $ (2,220) $ 57,916 $ (10,238)
--------- --------- --------- ---------
--------- --------- --------- ---------
Loss Per Share $ (0.01) $ (0.01) $ (0.02) $ (0.01)
--------- --------- --------- ---------
--------- --------- --------- ---------
Weighted average shares
outstanding 3,379,279 2,483,409 3,066,498 2,316,257
--------- --------- --------- ---------
--------- --------- --------- ---------
4
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RESOURCES OF THE PACIFIC CORPORATION
STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended
September 30,
---------------------
1995 1994
-------- --------
Cash flows from operating activities:
Net loss $(57,916) $(10,238)
Adjustments to reconcile net loss
to net cash used by operating
activities:
Depreciation 281 350
Changes in assets and liabilities:
Accounts payable and other
liabilities (2,017) (35,660)
-------- --------
Net cash used by operating
activities (59,652) (45,548)
-------- --------
Cash flows from financing activities:
Proceeds from sale of common stock 26,850 45,000
Loan proceeds 50,000
Net cash provided (used) in
financing activities 76,850 45,000
-------- --------
Net increase (decrease) in cash 17,198 (548)
Cash and cash equivalents, at beginning
of period 27 942
-------- --------
Cash and cash equivalents, at end of
of period $ 17,225 $ 394
-------- --------
-------- --------
See Accompanying notes to financial statements.
5
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RESOURCES OF THE PACIFIC CORPORATION
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - ACCOUNTING POLICIES
The financial statements reflect all adjustments (which include only
normal recurring adjustments) which, in the opinion of management, are
necessary to present fairly the Company's financial position, results of
operations and cash flows.
The financial statements have been prepared by the Company without
audit and are subject to year-end adjustment. Certain information and
footnote disclosure normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed
or omitted pursuant to the rules and regulations of the Securities and
Exchange Commission.
These interim statements should be read in conjunction with the audited
financial statements filed by the Company on Form 10-K with the Securities
and Exchange Commission.
Results of operations for the three months and Nine months ended
September 30, 1995 and 1994, are not necessarily indicative of results to be
achieved for the full fiscal year.
NOTE 2 - SIGNIFICANT EVENTS
(a) On March 30, 1995, the Company issued 65,000 shares of its
restricted common stock to the Company's President in lieu of payment for
cash advances made to the Company by the President. Such advances totaled
$4,850.
(b) On June 30, 1995, the Company issued 440,000 shares of its 440,000
shares of its restricted common stock to the Company's President in lieu of
payment for cash advances made to the Company by the President. Such
advances and services totalled $22,000.
(c) On September 7, 1995, the Company entered into an Acquisition
Agreement with Resources of the Pacific, Inc. ("ROP") pursuant to which:
(1) The Company acquired all of the issued and outstanding shares of
ROP in exchange for the issuance of 22,219,000 post reverse split
shares of common stock of the Company;
(2) The Articles of Incorporation of the Company were amended by
effecting a reverse split of the common stock on a ratio of one
for twenty; and
(3) The Company changed its name to "Resources of the Pacific
Corporation."
NOTE 3 - SUPPLEMENTAL CASH FLOW INFORMATION
No interest payments were paid for the three months or nine months
ended September 30, 1995 or 1994. No income taxes were paid during the three
months or nine months ended September 30, 1995 or 1994.
6
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ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
MATERIAL CHANGES IN RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30
There were no revenues for either the three months ended September 30,
1995 or September 30, 1994 as the sole business activity of the Company was
its search for a business to acquire.
Operating expenses increased by $30,602 or 1,378.5% to $32,822 from
$2,220 for the three months ended September 30, 1994. This increase is the
result of costs incurred in evaluating and acquiring Resources of the
Pacific, Inc.
NINE MONTHS ENDED SEPTEMBER 30
There were no revenues for either the nine months ended September 30,
1995 or September 30, 1994 as the sole business activity of the Company was
its search for a business to acquire.
Operating expenses increased by $47,678 or 565.7% to $57,916 from
$10,238 for the nine months ended September 30, 1994. This increase is the
result of costs incurred in evaluating and acquiring Resources of the
Pacific, Inc.
CHANGES IN FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
For the past twelve months, the Company has funded its operating losses
and capital requirements through the sale of stock to its officers and loans
from its shareholders. As of September 30, 1995, the Company had a cash
balance of 17,225 and a deficit in working capital of $42,962.
Net cash used in operating activities increased to $59,652 from $45,548
for the nine months ended September 30, 1995 and 1994, respectively. The
increase in cash used in operations resulted from the evaluation and
acquisition of Resources of the Pacific, Inc. during the third quarter of
1995.
Net cash provided by financing activities increased to $76,850 from
$45,000 for the nine months ended September 30, 1995 and 1994, respectively.
This increase is attributable to increased sales of common stock and a loan
from the principal shareholder.
At September 30, 1995, the Company had a demand loan payable to a
shareholder of $50,000.
The Company has experienced significant operating losses throughout its
history, and the acquisition of Resources of the Pacific, Inc. will require
substantial funds for the development of its business. Therefore, the
Company's ability to survive is dependent on its ability to raise capital
through the issuance of stock or to borrow additional funds. Without the
success of one of these options, the Company will not have sufficient cash to
satisfy its working capital and investment requirements for the next twelve
months.
7
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PART II - OTHER INFORMATION
ITEM 5 - OTHER INFORMATION
On September 7, 1995, the Company entered into an Acquisition Agreement
with Resources of the Pacific, Inc. ("ROP") pursuant to which the Company
acquired all of the issued and outstanding shares of ROP in exchange for the
issuance of 22,219,000 post reverse split shares of the Company's common
stock; amended its Articles of Incorporation to effect a one for twenty
reverse split of its common stock and changed its name to Resources of the
Pacific Corporation.
ROP is the owner of nine joint venture timber concessions covering
approximately 80,000 acres in the Republic of Fiji.
8
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
has duly caused this report to be signed on its behalf by the undersigned,
thereto duly authorized.
RESOURCES OF THE PACIFIC CORPORATION
Date: July 12, 1996 By: /s/ Robert A. Dietrich
-------------------------------
Robert A. Dietrich, President
and Chief Executive Officer
By: /s/ John H. Brebbia
-------------------------------
John H. Brebbia, Chief Financial Officer
9
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<PAGE>
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<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JUL-01-1995
<PERIOD-END> SEP-30-1995
<CASH> 17,225
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 17,225
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 17,225
<CURRENT-LIABILITIES> 60,187
<BONDS> 0
0
0
<COMMON> 16,896
<OTHER-SE> (59,858)
<TOTAL-LIABILITY-AND-EQUITY> 17,225
<SALES> 0
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<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 32,822
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (32,822)
<INCOME-TAX> 0
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<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (32,822)
<EPS-PRIMARY> (.01)
<EPS-DILUTED> (.01)
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