UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10 - QSB
[ X ] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended March 31, 1998
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT
From the transition period from_________________to_________________
Commission file number: 33-38214-D
PURSUIT VENTURE CORPORATION
---------------------------
(Exact name of registrant as specified in its charter)
Delaware 33-38214-D 62-1458678
-------- ---------- ----------
(State or Other Jurisdiction Commission File No. (I.R.S. Employer
of Incorporation or Organization) Identification No.)
1621 Altivo Way, Los Angeles, California 90026
----------------------------------------------
(Address of principal executive offices)
(818) 980-0929
--------------
(Registrant's telephone number, including area code)
Registrant's Name or former address and former fiscal year,
if changed since last Report:
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 twelve 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
PROCEEDINGS 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 a court.
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: Date: March 31, 1998
Common Stock, par value $0.001 per share. Shares outstanding: 500,000
Transitional Small Business Disclosure Format (Check one): Yes No X
<PAGE>
PURSUIT VENTURE COTRPORATION
(A DEVELOPMENT STAGE COMPANY)
INDEX
Part 1 FINANCIAL INFORMATION Page
Item 1. Financial Statements
Balance Sheets
March 31, 1998
December 31, 1997 3
Statements of Operations
Three Months Ended March 31, 1998 and 1997
and for the Period Inception (December 7, 1990)
to March 31, 1998 4
Statements of Changes in Stockholders' Equity (Deficit)
For the Period from Inception (December 7, 1990)
to March 31, 1998 5
Statements of Cash Flow
Three Months Ended March 31, 1998 and 1997
and for the Period from Inception (December 7, 1990)
to March 31, 1998 7
Notes to Financial Statements 8
Item 2. Plan of Operation 11
Part II. OTHER INFORMATION
Item 1. Legal proceedings 12
Item 2. Changes in securities 12
Item 3. Defaults upon senior notes 12
Item 4. Submission of matters to a vote of security holders 12
Item 5. Other information 12
Item 6. Exhibits and reports on Form 8-K 12
2
<PAGE>
PURSUIT VENTURE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
ASSETS
(Unaudited)
March 31, December 31,
Current Assets: 1998 1997
- --------------- ---- ----
Cash and equivalents 0 0
Total Assets 0 0
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
- --------------------
Accounts payable and accrued expenses 20,500 20,000
------- -------
Stockholders' Equity:
- ---------------------
Preferred stock - 1,000,000 shares
authorized; issued and outstanding
none @ $0.01 par value -- --
Common stock - 5,000,000 shares authorized;
issued and outstanding 500,000 shares at
March 31, 1998 and December 31, 1997
@ $.001 par value (Notes 1and 2) 500 500
Paid in capital (Note 2) 34,730 34,730
Deficit accumulated during the
development stage (55,730) (55,230)
Total Stockholders' Equity (Deficit) (20,500) (20,000)
Total Liabilities and Stockholders' Equity 0 0
======= =======
3
<PAGE>
<TABLE>
<CAPTION>
PURSUIT VENTURE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended
March 31, Period from Inception
------------------ (December 7, 1990) to
1998 1997 March 31, 1998
---- ---- --------------
<S> <C> <C> <C>
Revenue: 0 0 0
Operating Expenses:
Expenses incurred in connection
with securities registration 0 0 12,087
Officer and director fees 0 0 230
Amortization of organization costs 0 0 5,000
Professional fees 0 0 5,028
Travel expenses 0 0 1,324
Transfer agent fees 0 0 1,449
Accounting fees 500 500 20,500
Other expenses 0 0 10,112
Total operating expenses 500 500 55,730
Net (loss) (500) (500) (55,230)
======== ======== ========
Weighted number of shares outstanding 500,000 270,000 500,000
======== ======== ========
Net (loss) per share nil nil (.11)
======== ======== ========
4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PURSUIT VENTURE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT)
FOR THE PERIOD FROM INCEPTION (DECEMBER 7, 1990) TO MARCH 31, 1998
Deficit
Accumulated
Common Shares During Total
------------------- Paid In Development Stockholders'
Shares Amount Capital Stage Equity
------ ------ ------- ----- ------
<S> <C> <C> <C> <C> <C>
December 7, 1990
Issuance of 270,000 units
(consisting of one share of
common stock and one warrant)
for $0.0185185 cash per unit 270,000 270 4,730 0 5,000
Net loss 0 0 0 (12,368) (12,368)
------- ------- ------- ------ ------
Balance, December 31, 1990 270,000 270 4,730 (12,368) (7,368)
Net loss, year ended
December 31, 1991 0 0 0 (5,877) (5,877)
------- ------- ------- ------- ------
Balance, December 31, 1991 270,000 270 4,730 (18,245) (13,245)
Net loss, year ended
December 31, 1992 0 0 0 (9,391) (9,391)
------- ------- ------- ------- ------
Balance, December 31, 1992 270,000 270 4,730 (27,636) (22,636)
Paid in Capital (note 2) 0 0 30,000 0 30,000
Net loss, year ended
December 31, 1993 0 0 0 (5,846) (5,846)
------- ------- ------- ------- ------
Balance, December 31, 1993 270,000 270 34,730 (33,482) 1,518
Net loss, year ended
December 31, 1994 0 0 0 (6,600) (6,600)
------- ------- ------- ------- ------
Balance, December 31, 1994 270,000 270 34,730 (40,082) (5,082)
5
<PAGE>
PURSUIT VENTURE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT) (CONTINUED)
FOR THE PERIOD FROM INCEPTION (DECEMBER 7, 1990) TO MARCH 31, 1998
Deficit
Accumulated
Common Shares During Total
------------------- Paid In Development Stockholders'
Shares Amount Capital Stage Equity
------ ------ ------- ----- ------
Balance, December 31, 1994 270,000 270 34,730 (40,082) (5,082)
Net loss, year ended
December 31, 1995 0 0 0 (4,418) (4,418)
------- ------- ------- ------- -------
Balance, December 31, 1995 270,000 270 34,730 (44,500) (9,500)
Net loss, year ended
December 31, 1996 0 0 0 (3,500) (3,500)
------- ------- ------- ------- -------
Balance, December 31, 1996 270,000 270 34,730 (48,000) (13,000)
Stock issued for officer
and director fees 230,000 230 0 0 230
Net loss, year ended
December 31, 1997 0 0 0 (7,230) (7,230)
------- ------- ------- ------- -------
Balance, December 31, 1997 500,000 500 34,730 (55,230) (20,000)
Net loss, quarter ended
March 31, 1998 0 0 0 (500) (500)
------- ------- ------- -------- -------
Balance, March 31, 1998 500,000 500 34,730 (55,730) (20,500)
======= ======= ======= ======== =======
6
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PURSUIT VENTURE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
Three Months Ended Period from Inception
March 31, (December 7, 1990) to
1998 1997 March 31, 1998
---- ---- --------------
CASH FLOWS FROM OPERATING
ACTIVITIES
<S> <C> <C> <C>
Net (loss) (500) (500) (55,730)
Adjustments to reconcile net (loss) to net
cash (used) by operating activities
Amortization of organization expenses 0 0 5,000
Increase (decrease) in accounts payable
and accrued expenses 500 500 20,500
NET CASH (USED) BY
OPERATING ACTIVITIES 0 0 (30,230)
CASH FLOWS FROM INVESTING ACTIVITIES
Organization costs 0 0 (5,000)
CASH PROVIDED FROM
INVESTING ACTIVITIES 0 0 (5,000)
CASH FLOWS FROM
FINANCING ACTIVITIES
Issuance of common stock 0 0 5,000
Common stock issued for services 0 0 230
Paid in capital from shareholders (Note 2) 0 0 30,000
Borrowings of long-term debt,
related party (Note 2) 0 0 0
NET CASH PROVIDED FROM
FINANCING ACTIVITIES 0 0 35,230
NET INCREASE (DECREASE) IN CASH 0 0 0
CASH BALANCE, BEGINNING OF PERIOD 0 0 0
CASH BALANCE, END OF PERIOD 0 0 0
======= ======= =======
7
</TABLE>
<PAGE>
PURSUIT VENTURE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
Note 1 Summary of Significant Accounting Policies
This summary of significant accounting policies of Pursuit Venture
Corporation is presented to assist in understanding the Company's
financial statements. The financial statements and notes are
representations of the Company's management, which is responsible for
their integrity and objectivity. These accounting policies conform to
generally accepted accounting principles and have been consistently
applied in the preparation of the financial statements.
(a) Organization and Business Activities:
The Company was incorporated on December 7, 1990 under the laws
of the State of Delaware.
The Company's principal purpose is to seek out business
opportunities, including acquisitions, that the Board of
Directors, in its discretion, believes to be a potential for long
term growth.
Upon incorporation, the Company issued 270,000 shares of its
common stock and 270,000 warrants to Fountain Colony Holding
Corporation (formerly known as Argyle Funding, Incorporated)
hereinafter oFountaino as its sole stockholder. Upon issuance of
the shares, Fountain contributed $5,000 to the capital of the
Company and advanced funds of $30,000 to the Company (see note
2). Fountain created the Company for the express purpose of
distributing its ounitso to the shareholders of Fountain in order
to create a publicly-owned company to acquire a privately-held
business which, in the opinion of management, has the potential
for growth and profit. Each ounito consists of one share of
common stock, $0.001 par value, and one warrant to purchase an
additional share of common stock of the Company at an exercise
price of $10 per share. During 1992, Fountain distributed 257,844
ounitso (and cash of $1,216 in lieu of units in certain
instances) to the stockholders of Fountain based on their
respective pro-rata ownership of Fountain. The warrants were
never exercised and expired November 30, 1992.
The Company is currently in the development stage. The Company
has not as yet commenced any operations or identified any
potential acquisition opportunities. There is no assurance that
the Company will be able to acquire a satisfactory business on
terms favorable to the Company or profitably operate any business
so acquired.
(b) Organization costs:
Organization costs consist of accounting and legal fees and are
being amortized over a 60-month period.
(c) Fiscal Year:
The Company operates on a calendar year basis.
8
<PAGE>
PURSUIT VENTURE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
Note 1 Summary of Significant Accounting Policies (continued):
(b) Basis of Operation:
The Company prepares its financial statements and federal income
taxes on the accrual basis of accounting.
Note 2 Note due to Related Party
The Company had an unsecured note payable to Fountain in the amount of
$30,000. The note accrued interest at 10% per annum. In 1993 the
shareholders of Fountain elected to cancel the note and all accrued
interest and provide the funds to the Company as additional paid-in
capital. The Company reversed all accrued interest payable to Fountain
as an offset to expenses in 1993.
Note 3 Capital Structure
The Company's Articles of Incorporation authorized two classes of
stock; preferred and common. Preferred stock authorized; 1,000,000
shares at a par value of $.01. There are no issued and outstanding
preferred shares. The terms, conditions, preferences and provisions of
the preferred stock have not, as of this date, been established, but
rather will be established by the Company's Board of Directors.
The Company has 5,000,000 shares of common stock authorized at a par
value of $.001. There are 500,000 shares issued and outstanding.
During 1997 the Company issued 230,000 shares of common stock to its
sole officer and director for services provided to the Company his
sole capacity as the Company's board member, President, Chief
Financial Officer and Secretary.
Note 4 Income Taxes
At December 31, 1997, the Company has a federal operating loss
carryforward of $55,230 for financial accounting and federal income
tax purposes. Utilization of the net operating loss in any taxable
year during the carryforward period may be subject to an annual
limitation due to the ownership change limitations imposed by the tax
law.
The net operating losses will expire at various dates commencing in
the year 2005 through 2012.
The deferred tax asset consists of the future benefit of net operating
loss carryforwards. A valuation allowance limits the recognition of
the benefit of deferred tax assets until realization is reasonable
assured by future profitability.
The following is a summary of deferred taxes:
Deferred asset $ 8,000
Valuation allowance (8,000)
-------
0
=======
9
<PAGE>
PURSUIT VENTURE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
Note 5 Options & Warrants
The Company has not adopted a stock option plan. There are no warrants
issued or outstanding.
Note 6 Commitments
The Company has been provided minimal office space at no charge.
10
<PAGE>
PLAN OF OPERATION
Item 2.
As of March 31, 1998, the Company had no assets and liabilities of $20,500.
In these circumstances the Company is neither able to meet its current
obligations nor provide for the operational expenses of its continued existence.
In the absence of operational capital, Management may recommend the liquidation
of the Company in which event the Company's stockholders will loose any value
their shareholding in the Company may have had.
11
<PAGE>
OTHER INFORMATION
PART II
Item 1. Legal Proceedings
None
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
None
12
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereto
duly authorized.
PURSUIT VENTURE CORPORATION
/s/ Patrick C. Brooks
-----------------------------------
Patrick C. Brooks
Director, President and Secretary
Date: April 17, 1998
13
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S 10-Q FOR MARCH 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 3-MOS
<FISCAL-YEAR-END> DEC-31-1998 DEC-31-1998
<PERIOD-START> JAN-01-1998 SEP-30-1997
<PERIOD-END> MAR-31-1998 DEC-31-1997
<CASH> 0 0
<SECURITIES> 0 0
<RECEIVABLES> 0 0
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 0 0
<PP&E> 0 0
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 0 0
<CURRENT-LIABILITIES> 20,500 20,000
<BONDS> 0 0
0 0
0 0
<COMMON> 35,230 35,230
<OTHER-SE> 0 0
<TOTAL-LIABILITY-AND-EQUITY> 0 0
<SALES> 0 0
<TOTAL-REVENUES> 0 0
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 500 500
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> 0 0
<INCOME-TAX> 0 0
<INCOME-CONTINUING> 0 0
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (500) (500)
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0
</TABLE>
