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 March 31, 1999.
....Transition report under section 13 or 15(d) of the
Securities Exchange Act of 1934 [No Fee Required] for
the transition period
from _________ to _________.
Commission File No: 000-26186
PACIFIC DEVELOPMENT CORPORATION
---------------------------------------
(Name of small business in its charter)
Colorado 84-1209978
- ---------------------- ----------------------
(State or other (IRS Employer Id. No.)
jurisdiction of Incorporation)
211 West Wall, Midland, Texas 79701
----------------------------------------------
(Address of Principal Office) Zip Code
Issuer's telephone number: (915) 682-1761
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act during the past 12months (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
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At 11/25/99 the following shares were outstanding: Common Stock, $0.001 par
value, 6,663,380 shares.
Transitional Small Business Disclosure
Format (Check one):
Yes No X
---
<PAGE>
PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS AND EXHIBITS
(a) The unaudited financial statements of registrant for the three months
ended March 31, 1999, follow. The financial statements reflect all adjustments,
which are, in the opinion of management, necessary to a fair statement of the
results for the interim period presented.
<PAGE>
PACIFIC DEVELOPMENT CORPORATION
(A Development Stage Company)
FINANCIAL STATEMENTS
Quarter Ended March 31, 1999
(Unaudited)
CONTENTS
Page
----
Balance Sheet 2
Statements of Operations 3
Statements of Cash Flows 4
Notes to Financial Statements 5
<PAGE>
Pacific Development Corporation
(A Development Stage Company)
BALANCE SHEET
March 31, 1999
(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 128
--------
Total current assets $ 128
--------
TOTAL ASSETS $ 128
========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable - related party $ 500
--------
Total current liabilities 500
--------
STOCKHOLDERS' EQUITY
Common stock, $0.001 par value;
100,000,000 shares authorized;
6,663,380 shares issued and
outstanding 6,663
Additional paid-in capital 8,518
Deficit accumulated
during development stage (15,553)
--------
(372)
--------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 128
========
The accompanying notes are an integral part of the financial statements.
2
<PAGE>
Pacific Development Corporation
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
For the period
from inception
(September
21, 1992) For the three months
to December 31, ended March 31,
1998 1999 1998
REVENUES $ -- $ -- $ --
----------- ----------- -----------
EXPENSES
Accounting Fees 5000 2244 0
Legal fees 4779 0 0
General office 174 356 0
Bank charges 566 23 2
Transfer agent 0 0 0
Research fees 55 0 0
Taxes and licenses 25 0 0
Penalties 0 5 0
----------- ----------- -----------
Total expense (10,599) (2,628) 23
----------- ----------- -----------
NET LOSS (10,599) (2,628) (23)
Accumulated deficit
Balance, Beginning
of period -- (10,599) (8,975)
----------- ----------- -----------
Balance,
End of period $ (10,599) $ (13,227) $ (8,998)
=========== =========== ===========
NET LOSS PER SHARE (NIL) $(NIL) $(NIL)
=========== =========== ===========
WEIGHTED AVERAGE NUMBER
OF SHARES OF COMMON
STOCK and EQUIVALENTS
OUTSTANDING 4,363,380 6,663,380 4,363,380
The accompanying notes are an integral part of the financial statements.
3
<PAGE>
<TABLE>
<CAPTION>
Pacific Development Corporation
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
For the period from inception
(September 21, For the three For the three
1992) to months ended months ended
December 31, 1998 March 31, 1999 March 31, 1998
----------------- -------------- --------------
<S> <C> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net Loss $(10,599) $(2,628) $(23)
Adjustments to reconcile
net loss to net cash used
by operating activities:
Expenses paid by shareholders 4,500 413
Increase in accounts payable 779
Increase in account payable
- related party 500
-------- ------- ------
Net cash used by
operating activities (4,820) (2,215) (23)
-------- ------- ------
CASH FLOWS FROM
INVESTING ACTIVITIES -
-------- ------- ------
Net cash used by investing activities - - -
CASH FLOWS FROM FINANCING ACTIVITIES
Additional capital contributed 500
Issuance of common stock 4,363 2,300
-------- ------- ------
Net cash provided by
financing activities 4,863 2,300
-------- ------- ------
Net increase in cash and
Cash equivalents 43 97 (23)
CASH AND CASH EQUIVALENTS,
Beginning of Period - 43 387
-------- ------- ------
CASH AND CASH EQUIVALENTS,
End of Period $43 $128 $364
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
<PAGE>
Pacific Development Corporation
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 1999
(Unaudited)
1. Management's Representation of Interim Financial Information
------------------------------------------------------------
The accompanying financial statements have been prepared by Pacific Development
Corporation 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 as allowed by such
rules and regulations, and management believes that the disclosures are adequate
to make the information presented not misleading. These financial statements
include all of the adjustments, which, in the opinion of management, are
necessary to a fair presentation of financial position and results of
operations. All such adjustments are of a normal and recurring nature. These
financial statements should be read in conjunction with the audited financial
statements at December 31, 1998.
2. Stockholder's Equity
--------------------
For the six months ended June 30, 1999, the company sold 2,300,000 shares of
common stock to one existing shareholder for $0.001 per share.
3. Letter of Intent
----------------
During May 1999, the Company entered into a letter of intent with
Renzios,Inc.("Renzios"). A formal agreement has not been entered into and there
can be no assurance that such a binding agreement will be entered into or, even
should the Company enter into an agreement, that the acquisition will be
consummated.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
----------------------------------------------------------
Liquidity and Capital Resources
The Company remains in the development stage and, since inception, has
experienced no significant change in liquidity or capital resources or
stockholder's equity other than the receipt of net proceeds in the amount of
$6,663 from its inside capitalization funds. Consequently, the Company's balance
sheet for the period ending March 31, 1999, reflects a current asset value of
$128 and a total asset value of $128, in the form of cash, as compared to $356
and $356 in current and total assets as of March 31, 1998.
<PAGE>
The Company's business plan is to seek, investigate, and, if warranted,
acquire one or more properties or businesses, and to pursue other related
activities intended to enhance shareholder value. The acquisition of a business
opportunity may be made by purchase, merger, exchange of stock, or otherwise,
and may encompass assets or a business entity, such as a corporation, joint
venture, or partnership. The Company has very limited capital, and it is
unlikely that the Company will be able to take advantage of more than one such
business opportunity.
The Company will carry out its plan of business as discussed above. The
Company cannot predict to what extent its liquidity and capital resources will
be diminished prior to the consummation of a business combination or whether its
capital will be further depleted by he operating losses (if any) of the business
entity which the Company may eventually acquire.
Results of Operations
- ---------------------
During the period from September 21, 1992 (inception) through March 31,
1999, the Company has engaged in no significant operations other than
organizational activities, acquisition of capital and preparation for
registration of its securities under the Securities Exchange Act of 1934, as
amended. No revenues were received by the Company during this period.
For the quarter ended March 31, 1999, the Company incurred losses of
$2,628 as compared to losses of $23 quarter ended March 31, 1998. The
significant increase in losses for the quarter are primarily attributable to
expenses incurred to bring the company into compliance with reporting
requirements.
For the current fiscal year, the Company anticipates incurring
additional losses as a result of organizational expenses, expenses associated
with registration under the Securities Exchange Act of 1934, and expenses
associated with locating and evaluating acquisition candidates. The Company
anticipates that until a business combination is completed with an acquisition
candidate, it will not generate revenues and may continue to operate at a loss
after completing a business combination, depending upon the performance of the
acquired business.
Need for Additional Financing
- -----------------------------
The Company believes that its existing capital will not be sufficient to
meet the Company's cash needs, including the costs of compliance with the
continuing reporting requirements of the Securities Exchange Act of 1934, as
amended, for a period of approximately one-year. It is anticipated that these
expenses will be covered by existing officers and directors, possibly in the
form of loans, capital contributions or purchase of additional stock. There is
no assurance, however, that the available funds from these sources will
ultimately prove to be adequate to allow it to complete a business combination,
and once a business combination is completed, the Company's needs for additional
financing are likely to increase substantially.
To date, no formal commitments to provide additional funds have been
made by management or other stockholders, although this has occurred on an
informal basis in the past. However, there can be no assurance that any
additional funds will be available to the Company to allow it to cover its
expenses. Also, where possible, the Company may seek to defer expenses until
after a successful merger, or to settle some expenses with equity.
<PAGE>
Irrespective of whether the Company's cash assets prove to be inadequate
to meet the Company's operational needs, the Company might seek to compensate
providers of services by issuances of stock in lieu of cash.
Year 2000 issues are not currently material to the Company's business,
operations or financial condition, and the Company does not currently anticipate
that it will incur any material expenses to remediate Year 2000 issues it may
encounter. However, Year 2000 issues may become material to the Company
following its completion of a business combination transaction. In the event,
the company will be required to adopt a plan and a budget for addressing such
issues.
PART II
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBIT 27 - FINANCIAL DATA SCHEDULE
There have been no reports on Form 8-K for the quarter ending March 31,
1999.
Signatures
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
PACIFIC DEVELOPMENT CORPORATION
(Registrant)
Date: November 25, 1999,
/s/ Glenn Little
-----------------------
Glenn Little, President
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AND STATEMENTS OF OPERATIONS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH 10QSB FOR THE QUARTER ENDED June 30, 1999.
</LEGEND>
<CIK> 946283
<NAME> Pacific Development Corporation
<MULTIPLIER> 1
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-30-1999
<EXCHANGE-RATE> 1
<CASH> 128
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 128
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 128
<CURRENT-LIABILITIES> 500
<BONDS> 0
0
0
<COMMON> 6663
<OTHER-SE> (7066)
<TOTAL-LIABILITY-AND-EQUITY> 128
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 2357
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (2368)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2368)
<EPS-BASIC> (.000)
<EPS-DILUTED> (.000)
</TABLE>
