<PAGE> 1
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: September 30, 1999
[ ] Transition Report Under Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the Transition Period from _____________ to ____________
Commission File Number: 0-23502
Vendalux Corporation
----------------------------------------------
(Name of Small Business Issuer in its charter)
Delaware 33-0601505
- ------------------------------- --------------------------
(State or other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
4685 South Highland Drive, Suite 202A, Salt Lake City, Utah 84117
----------------------------------------------------------------
(Address of principal executive offices and Zip Code)
(801) 363-3555
--------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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.
(1) Yes X No (2) Yes X No
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Common Stock, Par Value $0.001 3,073,800
- ------------------------------ ----------------------------
Title of Class Number of Shares Outstanding
as of November 12, 1999
<PAGE> 2
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
VENDALUX CORPORATION
FINANCIAL STATEMENTS
(UNAUDITED)
The financial statements included herein have been prepared by the
Company, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted.
However, in the opinion of management, all adjustments (which include only
normal recurring accruals) necessary to present fairly the financial position
and results of operations for the periods presented have been made. These
financial statements should be read in conjunction with the accompanying
notes, and with the historical financial information of the Company.
<PAGE>
<PAGE> 3
VENDALUX CORPORATION
(A Development Stage Company)
Statements of Financial Position
(Unaudited)
September 30, September 30,
1999 1998
------------- -------------
ASSETS
Current assets - cash $ 7,500 $ -
------------- -------------
Total assets $ 7,500 $ -
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities - accounts payable $ - $ 1,308
------------- -------------
Stockholders' equity
Preferred stock, $.001 par value;
1,000,000 shares authorized;
no shares issued and outstanding - -
Common stock, $.001 par value;
20,000,000 shares authorized;
3,073,800 shares issued and outstanding 3,074 1,274
Additional paid-in capital 7,909 821
Accumulated deficit during the
development stage (3,483) (3,403)
------------- -------------
Total stockholders' equity 7,500 (1,308)
------------- -------------
Total liabilities and
stockholders' equity $ 7,500 $ -
============= =============
The accompanying notes are an integral part of the financial statements.
<PAGE>
<PAGE> 4
VENDALUX CORPORATION
(A Development Stage Company)
Statements of Operations
(Unaudited)
Cumulative
From
For the Six Inception
Months Ended (May 4, 1992)
September 30, to September 30,
1999 1998 1999
---------- ---------- ----------------
Revenues $ - $ - $ -
---------- ---------- ----------------
Operating expenses
General and Administrative - 30 3,212
Amortization - - 271
---------- ---------- ----------------
Total operating expenses - 30 3,483
---------- ---------- ----------------
Net (loss) $ - $ (30) $ (3,483)
========== ========== ================
Basic and diluted (loss)
per common share $ - $ - $ -
========== ========== ================
Weighted average number of
common shares used in per
share calculation 1,883,636 1,273,800 1,091,882
========== ========== ================
The accompanying notes are an integral part of the financial statements.
<PAGE>
<PAGE> 5
VENDALUX CORPORATION
(A Development Stage Company)
Statement of Changes in Stockholders' Equity
From Inception (May 4, 1992) Through September 30, 1999
<TABLE>
<CAPTION>
Accumulated
Deficit
Common Stock Additional During the
Paid-In Development
Shares Amount Capital Stage Total
-------- ----------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Issuance of common stock for cash,
.001 per share on May 4, 1992 400,000 $ 400 $ 100 $ - $ 500
Net (loss) - - - (270) (270)
---------- --------- --------- ---------- ----------
Balances at March 31, 1993 400,000 400 100 (270) 230
Net (loss) - - - (1,706) (1,706)
Contribution to capital,
on September 30, 1993 - - 500 - 500
Sale of shares in private placement,
.001 per share, on September 30, 1993 24,600 25 221 - 246
Issuance of shares for services
.001 per share 849,200 849 - - 849
---------- --------- --------- ---------- ----------
Balances at March 31, 1994 1,273,800 1,274 821 (1,976) 119
Net (loss) - - - (854) (854)
---------- --------- --------- ---------- ----------
Balances at March 31, 1995 1,273,800 1,274 821 (2,830) (735)
Net (loss) - - - (214) (214)
---------- --------- --------- ---------- ----------
Balances at March 31, 1996 1,273,800 1,274 821 (3,044) (949)
Net (loss) - - - (214) (214)
---------- --------- --------- ---------- ----------
Balances at March 31, 1997 1,273,800 1,274 821 (3,258) (1,163)
Net (loss) - - - (115) (115)
---------- --------- --------- ---------- ----------
Balances at March 31, 1998 1,273,800 1,274 821 (3,373) (1,278)
Net (loss) - - - (110) (110)
---------- --------- --------- ---------- ----------
Balances at March 31, 1999 1,273,800 $ 1,274 $ 821 $ (3,483) $ (1,388)
Contribution to capital - - 1,388 - 1,388
Sale of shares in private placement,
.001 per share, on July 30, 1999 1,800,000 1,800 5,700 - 7,500
Net income (loss) - - - - -
---------- --------- --------- ---------- ----------
Balances at September 30, 1999 3,073,800 $ 3,074 $ 7,909 $ (3,483) $ 7,500
========== ========= ========= ========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
<PAGE> 6
VENDALUX CORPORATION
(A Development Stage Company)
Statements of Operations
(Unaudited)
Cumulative
From
For the Six Inception
Months Ended (May 4, 1992)
September 30, to September 30,
1999 1998 1999
---------- ---------- ----------------
Cash Flows From Operating Activities
Net (loss) $ - $ (30) $ (3,483)
Add item not requiring the use
of cash
Amortization - - 271
Issuance of stock for services - - 849
Increase (decrease) in
accounts payable - 30 1,388
---------- ---------- ---------------
Net cash flows from operating
activities - - (975)
---------- ---------- ---------------
Cash Flows From Investing Activities
Organization costs - - (271)
---------- ---------- ---------------
Net cash flows from investing
activities - - (271)
---------- ---------- ---------------
Cash Flows From Financing Activities
Contribution to capital - - 500
Sale of common stock 7,500 - 8,246
---------- ---------- ---------------
Net cash flows from financing
activities 7,500 - 8,746
---------- ---------- ---------------
Net increase in cash 7,500 - 7,500
Cash balance at beginning of period - - -
---------- ---------- ---------------
Cash balance at end of period $ 7,500 $ - $ 7,500
========== ========== ===============
Non-Cash Transactions
Issuance of stock for services $ - $ - $ 849
========== ========== ===============
The accompanying notes are an integral part of the financial statements.
<PAGE>
<PAGE> 7
VENDALUX CORPORATION
(A Development Stage Company)
Notes to Financial Statements
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
The Company was incorporated under the laws of the State of Delaware on May 4,
1992, for the purpose of seeking out business opportunities, including
acquisitions. The Company is in the development stage and will be very
dependent on the skills, talents, and abilities of management to successfully
implement its business plan. Due to the Company's lack of capital, it is
likely that the Company will not be able to compete with larger and more
experienced entities for business opportunities which are lower risk and are
more attractive for such entities. Business opportunities in which the
Company may participate will likely be highly risky and speculative. Since
inception, the Company's activities have been limited to organizational
matters. Organizational costs are amortized on a straight-line basis over
five years.
Basic and Diluted Loss Per Share
- --------------------------------
In 1997, the Company adopted Statement of Financial Accounting Standards
("SFAS") No.128, Earnings Per Share. Statement No. 128 revised the manner in
which loss per share is calculated. Basic and diluted loss per common share
was restated for all periods presented; however, the effect of the change to
loss per share as previously presented for those periods was not material.
Basic loss per common share is computed by dividing net loss by the weighted
average number of common shares outstanding during the period. Diluted loss
per share is calculated to give effect to stock options. There were no stock
options outstanding as of September 30, 1999. Therefore, basic and diluted
loss per share is the same.
Development Stage Enterprise
- ----------------------------
Since inception, the Company has spent most of its efforts in developing and
marketing various products, however it has not yet had sales sufficient to
sustain operations and has relied upon financing from shareholders and
occasional issuance of its common stock. Therefore, the Company is considered
to be in the development stage.
Cash and Cash Equivalents
- -------------------------
The Company considers all short-term investments with an original maturity of
three months or less to be cash equivalents.
Estimates
- ---------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect certain reported amounts and disclosures. Accordingly, actual
results could differ from those estimates.
2. INCOME TAXES
The fiscal year end of the Company is March 31st and an income tax return has
not been filed. However, if an income tax return had been filed, the Company
would have a net operating loss carryforward of $3,483 that would begin
expiring in the year 2013.
<PAGE>
<PAGE> 8
VENDALUX CORPORATION
(A Development Stage Company)
Notes to Financial Statements
3. STOCK OPTION PLAN
The Company has stock option plans for directors, officers, employees,
advisors, and employees of companies that do business with the Company, which
provide for non-qualified and qualified stock options. The Stock Option
Committee of the Board determines the option price which cannot be less than
the fair market value at the date of the grant or 110% of the fair market
value if the Optionee holds 10% or more of the Company's common stock. The
price per share of shares subject to a Non-Qualified Option shall not be less
than 85% of the fair market value at the date of the grant. Options generally
expire either three months after termination of employment, or ten years after
date of grant (five years if the optionee holds 10% or more of the Company's
common stock at the time of grant). No options are outstanding as of
September 30, 1999.
<PAGE>
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
General
- -------
Vendalux Corporation, a Delaware corporation, (the "Company") was incorporated
under the laws of the State of Delaware on May 4, 1992. Since the Company's
incorporation, it has had limited activity and currently has no operations.
The Company is currently looking for a business opportunity. The Company
intends to take advantage of any reasonable business proposal presented which
management believes will provide the Company and its stockholders with a
viable business opportunity. The board of directors will make the final
approval in determining whether to complete any acquisition, and unless
required by applicable law, the articles of incorporation, bylaws or by
contract, stockholders' approval may not be sought.
The investigation of specific business opportunities and the negotiation,
drafting, and execution of relevant agreements, disclosure documents, and
other instruments will require management time and attention and will require
the Company to incur costs for payment of accountants, attorneys, and others.
If a decision is made not to participate in or complete the acquisition of a
specific business opportunity, the costs incurred in a related investigation
will not be recoverable. Further, even if agreement is reached for the
participation in a specific business opportunity by way of investment or
otherwise, the failure to consummate the particular transaction may result in
the loss to the Company of all related costs incurred.
Currently, management is not able to determine the time or resources that
will be necessary to complete the participation in or acquisition of any
future business prospect. There is no assurance that the Company will be able
to acquire an interest in any such prospects, products or opportunities that
may exist or that any activity of the Company, regardless of the completion of
any participation in or the acquisition of any business prospect, will be
profitable.
The Company has been in discussion with a corporation on a possible merger
which would be classified as "reverse acquisitions" in that the corporation
acquired would control the Company's management. Although the Company is
hopeful that this discussion will lead to an acquisition, no contracts have
been entered and the Company cannot be certain if any contract will be
entered. The Company anticipates prior to any mergers or acquisition that a
shareholder vote would be required and the Company would file a proxy or
information statement with the Securities and Exchange Commission.
Liquidity and Capital Resources
- -------------------------------
As of September 30, 1999, the Company had $7,500 in assets and no liabilities.
The Company has only incidental ongoing expenses primarily associated with
maintaining its corporate status and professional fees associated with
accounting costs. For the three and six months ended September 30, 1999, the
Company had no revenue or expenses. The Company had no expenses as its prior
president performed all accounting and legal work without charge to the
Company. With the change in control of the Company, the Company anticipates
increase expenses associated with accounting and legal expense.
<PAGE> 10
Management anticipates that the Company will incur more cost including
legal and accounting fees to locate and complete a merger or acquisition. The
Company presently does not have the resources to meet any expenses and will
have to rely on management to loan the Company the funds to pay the expenses.
Management may also attempt to raise additional funds through the sale of
securities of the Company. The Company's present financial position may make
it difficult to raise capital through the sale of its shares or result in the
substantial dilution to current shareholders as the price the Company could
receive for its shares at this time will be relatively low resulting in the
issuance of a substantial number of shares if the Company attempted to raise
capital through the sale of shares.
Since inception the Company has not generated revenue and it is unlikely
that any revenue will be generated until the Company locates a business
opportunity with which to acquire or merge. Management of the Company will be
investigating various business opportunities with which to acquire or merge.
These efforts may cost the Company not only out of pocket expenses for its
management but also expenses associated with legal and accounting cost. There
can be no guarantee that the Company will receive any benefits from the
efforts of management to locate business opportunities.
If and when the Company locates a business opportunity, management of the
Company will give consideration to the dollar amount of that entity's
profitable operations and the adequacy of its working capital in determining
the terms and conditions under which the Company would consummate such an
acquisition. Potential business opportunities, no matter which form they may
take, will most likely result in substantial dilution for the Company's
shareholders as it has only limited capital and no operations.
The Company has had no employees since its inception and does not intend
to employ anyone in the future, unless its present business operations were to
change. The president of the Company is providing the Company with a location
for its offices on a "rent free basis" and no salaries or other form of
compensation are being paid by the Company for the time and effort required by
management to run the Company. The Company does intend to reimburse its
officers and directors for out of pocket cost.
Results of Operations
- ---------------------
The Company's has no operations except preliminary investigation of one
or more potential business opportunities, none of which have come to fruition.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
<PAGE> 11
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.
---------
No exhibits, except the financial data schedule, are included as they are
either not required or not applicable.
(b) Reports on Form 8-K.
--------------------
The Company filed an 8-K on August 20, 1999, covering the change of
control of the Company.
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.
Vendalux Corporation
[Registrant]
Dated: November 12, 1999 By: /S/ Michael Labertew
President and Principal Financial
Officer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-2000
<PERIOD-END> SEP-30-1999
<CASH> 7,500
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 7,500
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 7,500
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 10,983
<OTHER-SE> (3,483)
<TOTAL-LIABILITY-AND-EQUITY> 7,500
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-BASIC> 0.0
<EPS-DILUTED> 0.0
</TABLE>
