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 quarterly period ended June 30, 1997
Commission File No. 33-55254-39
PERIPHERAL CONNECTIONS, INC.
(Exact name of Small Business Issuer as specified in its charter)
NEVADA 87-0485315
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3303 DON MILLS ROAD, SUITE 2603 NORTH YORK, ONTARIO, CANADA M2J 4T6 (Address of
principal executive offices)
Issuer's telephone number, including area code (416) 490-8500
Check whether the issuer: (1) has 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 [ ]
State the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date: 1,000,000 shares of $.001 par value
class A common stock outstanding as of June 30, 1997
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
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PERIPHERAL CONNECTIONS, INC.
FORM 10-QSB FOR QUARTER ENDED
June 30, 1997
INDEX
PART I - FINANCIAL INFORMATION Page No.
Item 1 Financial Statements
Balance Sheets as of
June 30, 1997 and December 31, 1996 4
Statements of Operations for the
three and six month periods ended
June 30, 1997 and 1996 5
Statements of Cash Flows for the
six month periods ended
June 30, 1997 and 1996. 6
Item 2 Management's Discussion and Analysis
and Plan of Operations 7
PART II - OTHER INFORMATION
Item 1 Legal Proceedings 8
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Item 2 Changes in Securities 8
------
Item 3 Defaults Upon Senior Securities 8
------
Item 4 Submission of Matters to a Vote of
------
Security Holders 8
Item 5 Other Information 8
------
Item 6 Exhibits and Reports on Form 8-K 8
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2
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
In the opinion of the management of Peripheral Connections, Inc. (the
Company) the accompanying unaudited financial statements contain all adjustments
(consisting only of normal recurring adjustments) necessary to present fairly
the financial position as of June 30, 1997 and December 31, 1996, the results of
operations for the six month periods ended June 1997 and June, 1996, and the
cash flows for the six month periods ended June 30, 1997 and June 30, 1996.
While the Company believes that the disclosures presented are adequate to
make the information not misleading, it is suggested that these condensed
financial statements be read in conjunction with the financial statements and
the notes included in the Company's latest annual report on Form 10-KSB.
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PERIPHERAL CONNECTIONS, INC.
(A Development Stage Company)
Balance Sheets
ASSETS
<TABLE>
<CAPTION>
June 30, Dec. 31,
1997 1996
CURRENT ASSETS (Unaudited) (Audited)
----------- -----------
<S> <C> <C>
Cash $ 119,882 $ 163,476
Loan Receivable 65,296 27,860
Accrued Interest 2,659 225
----------- -----------
Total Current Assets 187,837 191,561
----------- -----------
TOTAL ASSETS $ 187,837 $ 191,561
=========== ===========
LIABILITIES & EQUITY
LIABILITIES & EQUITIES
CURRENT LIABILITIES
Accounts Payable and
Interest Payable $ 14,833 $ 3,333
----------- -----------
Total Current Liabilities 14,833 3,333
Convertible Debenture 200,000 200,000
----------- -----------
Total Liabilities 214,833 203,333
STOCKHOLDERS' EQUITY
Common Stock $0.001 par value
Authorized - 25,000,000 shares
Issued and outstanding 1,000,000 shares 1,000 1,000
Deficit accumulated during
the development stage (27,996) (12,772)
----------- -----------
Total Stockholders' Equity (26,996) (11,772)
----------- -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 187,837 $ 191,561
=========== ===========
</TABLE>
4
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PERIPHERAL CONNECTIONS, INC.
(A Development Stage Company)
Statements of Operations
<TABLE>
<CAPTION>
For the 3 months ended June 30, For the 6 months ended June 30,
1997 1996 1997 1996
------------ ------------ ---------- ---------
<S> <C> <C> <C> <C>
Revenue $ 0 $ 0 $ 0 $ 0
Expenses
Administration 2,788 0 10,553 0
Net Interest Expense 2,340 0 4,671 0
----------- ----------- ---------- ---------
5,128 0 15,224 0
Net Loss for Period (5,128) 0 (15,224) 0
Deficit - beginning of Period (22,868) 0 (12,772) (1,000)
----------- ----------- ---------- ---------
Deficit - end of Period (27,996) 0 (27,996) (1,000)
Net Loss per Share (0.01) 0 (.03) 0
Average shares outstanding 1,000,000 1,000,000 1,000,000 1,000,000
used to calculate net loss
per share
</TABLE>
5
<PAGE>
PERIPHERAL CONNECTIONS, INC.
(A Development Stage Company)
Statements of Cash Flows
For the 6 months ended June 30,
1997 1996
--------- ---------
Cash flows from
Operating Activities $ (15,224) $ 0
Adjustments to reconcile
net loss to cash
used by operating activities
Changes in assets and
liabilities 11,500 0
--------- ---------
Net cash used by operating activities (3,724) 0
Investing Activities
Loans to related party
and accrued interest (39,870) 0
--------- ---------
Net cash used by
investing activities (39,870) 0
--------- ---------
Decrease in cash (43,594) 0
Cash - beginning of period 163,476 0
--------- ---------
Cash - end of period $ 119,882 $ 0
========= =========
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION.
The Company has no operational history and has yet to engage in business of
any kind. All risks inherent in a new and inexperienced enterprise are inherent
in the Company's business. On July 2, 1996, the Company raised $200,000 through
the issuance of a 12.5 percent debenture which was convertible into $0.001 par
value Class A common shares at the rate of 10 cents per share. The debenture was
subsequently refinanced with a debenture having substantially similar terms and
an interest rate that is now 10 percent. With the proceeds of this $200,000
financing the Company plans to construct a new search-engine for financial
products now being presented on the Internet. The Company plans to assemble the
personnel and infrastructure to create the requisite Web software, which, in its
opinion, when operational, can attract such potential advertisers in the
financial world such as brokers, money mangers, financial planners, publishers
and banking institutions.
The discussions below highlight certain of the more material changes in
results of operations and changes in financial condition for the fiscal six
month period ended June 30, 1997 and 1996. The Company continues to focus its
energies on the creation of Web software.
Results of Operations.
During the first two quarters of fiscal 1997 the Company incurred expenses
related to consulting, legal and accounting assistance, interest expense and
share registration. Administrative expenses on both a cash and accrued basis are
being kept to a minimum level to preserve assets for software development.
Financial Condition.
There were no significant changes to the net financial condition of the
Company in the six month period ended June 30, 1997. Cash decreased by $43,594
mainly as a result of administration expense and a loan to a related party. The
Company continues to believe it has the support of its major stockholders and
that financing is available to meet all requirements.
7
<PAGE>
PART II
Other Information
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
(a) Exhibits: None
(b) Reports: None
8
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SIGNATURES
In accordance with the requirements of the Securities and Exchange Act,
the registrant caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
PERIPHERAL CONNECTIONS, INC.
Dated: August 4, 1997 /s/ Melvyn Moscoe
---------------------
Melvyn Moscoe, Director, Chief
Financial Officer
9
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
the financial statements of Peripheral Connections, Inc. as of and for
the six months ended June 30, 1997 and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<CIK> 0000894557
<NAME> Peripheral Connections, Inc.
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 119,882
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 187,837
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 187,837
<CURRENT-LIABILITIES> 14,833
<BONDS> 200,000
0
0
<COMMON> 1,000
<OTHER-SE> (27,996)
<TOTAL-LIABILITY-AND-EQUITY> 187,837
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 5,224
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 10,000
<INCOME-PRETAX> (15,224)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (15,224)
<EPS-PRIMARY> (.03)
<EPS-DILUTED> (.03)
</TABLE>
