U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark one)
[ X ] Quarterly report under section 13 or 15(d) of the Securities Exchange
Act of 1934 for the quarterly period ended September 30, 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 jurisdiction of Incorporation) (IRS Employer Id. No.)
7706 E. Napa Place Denver, Colorado 80237
(Address of Principal Office) (Zip Code)
Issuer's telephone number: (303) 771-0064
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 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
At 9/30/99 the following shares were outstanding:
Common Stock, $0.001 par value, 6,863,380 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 September 30, 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.
PACIFIC DEVELOPMENT CORPORATION
(A Development Stage Company)
FINANCIAL STATEMENTS
Quarter Ended September 30, 1999
(Unaudited)
CONTENTS
Accountant's Report 2
Balance Sheet 3
Statement of Operations 4
Statement of Cash Flows 5
Notes to Financial Statements 6
<PAGE>
The Board of Directors and Stockholders of
Pacific Development Corporation
The accompanying balance sheet of the Pacific Development Corporation (a
development stage company) as of September 30, 1999, and the related statements
of operations and cash flows for the period then ended were not audited by an
independent auditor and accordingly there is no opinion expressed on them.
Denver, Colorado Pacific Development Corporation
October 10, 1999 Irwin Krushansky, President
2
<PAGE>
Pacific Development Corporation
(A Development Stage Company)
BALANCE SHEET
September 30, 1999
(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents ....................................... $ 37
Total current assets ............................................ 37
TOTAL ASSETS .................................................... $ 37
========
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES
Accounts Payable - Transfer Agent ................................ $ 2,368
--------
Total current liabilities ...................................... 2,368
STOCKHOLDER'S EQUITY
Preferred stock, $.50 par value; 50,000,000 shares
authorized; no shares issued and outstanding
Common Stock, $0.001 par value; 100,000,000
Shares authorized; 6,863,380 shares issued and outstanding ..... 6,863
Additional paid-in capital ....................................... 11,319
Deficit during development stage ................................. (20,513)
(2,331)
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY ..................... $ 37
========
The accompanying notes are an integral part of the financial statements.
3
<PAGE>
<TABLE>
<CAPTION>
Pacific Development Corporation
( A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
Period For the three months For the nine months
September 31, 1992 ended Sept 30, 1999 Ended Sept 30, 1999
(Inception) to ------------------------------ ------------------------------
September 30, 1999 1999 1998 1999 1998
------------------- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
REVENUES ............................ $ 0 $ 0 $ 0 $ 0 $ 0
EXPENSES
Legal Fees ......................... 5,009 230
General Office ..................... 292 118
Professional fees .................. 8,107 538 3,107
Bank charges ....................... 634 23 23 68 45
Transfer agent ..................... 6,368 4,368 6,368
Research fees ...................... 55
Taxes and licenses ................. 30 5
Penalties .......................... 18 18
----------- -----------
Total expenses ...................... 20,513 4,929 23 9,914 45
----------- ----------- ----------- ----------- -----------
NET LOSS ........................... (20,513) (4,929) (23) (9,914) (45)
Accumulated deficit
Balance, beginning
of period .......................... (15,584) (8,998) (10,599) (8,976)
Balance, end of period ............. (20,513) (20,513) (9,021) (20,513) (9,021)
----------- ----------- ----------- ----------- -----------
NET LOSS PER SHARE .................. $ (NIL) $ (NIL) $ (NIL) $ (NIL) $ (NIL)
----------- ----------- ----------- ----------- -----------
WEIGHTED AVERAGE
NUMBER OF SHARES
OUTSTANDING ........................ 4,521,574 6,863,380 4,363,380 6,155,093 4,363,380
----------- ----------- ----------- ----------- -----------
The accompanying notes are an integral part of the financial statements.
4
<PAGE>
Pacific Development Corporation
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
Period
September 21, 1992
(Inception) to For the nine months
September 30, Ended September 30,
1999 1999 1998
------------------ ---- ----
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss ......................................... $(20,513) $ (7,546) $ (45)
Adjustments to reconcile
net loss to net cash used
by operating activities:
Expenses paid by shareholder .................. 8,018 3,519
Decrease in accounts payable .................. 500 (779)
Increase in accounts payable .................. 2,368
-------- -------- --------
Net cash used by operating activities ........... (9,627) (4,806) (45)
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash used by investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Additional capital contributed .................. 2,801 4,800
Issuance of common stock ........................ 6,863
-------- -------- --------
Net cash provided by financing
activities ...................................... 9,664 4,800
-------- -------- --------
NET INCREASE (DECREASE) IN CASH .................. $ 37 $ (6) $ (45)
AND CASH EQUIVALENTS
CASH AND EQUIVALENTS,
BEGINNING OF PERIOD ............................. 43 387
-------- -------- --------
CASH AND EQUIVALENTS
END OF PERIOD .................................... $ 37 $ 37 $ 342
-------- -------- --------
The accompanying notes are an integral part of the financial statements
5
</TABLE>
<PAGE>
Pacific Development Corporation
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 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 nine months ended September 30, 1999, the company sold 3,300,000 shares
of common stock to four existing shareholders for $0.001 per share, and the
Board of Directors canceled one shareholder certificate in an amount of 800,000
shares.
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. As of
September 30, 1999, the company has determined that an acquisition based on this
Letter of Intent will never 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
$6,863 from its inside capitalization funds. Consequently, the Company's balance
sheet for the period ending September 30, 1999, reflects a current asset value
of $ 37 and a total asset value of $ 37, in the form of cash, as compared to
$342 in current and total assets as of September 30, 1998.
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 the operating losses (if any) of the
business entity which the Company may eventually acquire.
6
<PAGE>
Results of Operations
During the period from September 21, 1992 (inception) through September 30,
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 and nine months ended September 30, 1999, the Company
incurred losses of $4,929 and $9,914, respectively, as compared to losses of $23
and $45 for the quarter and nine months ended September 30, 1998. The
significant increase in losses for the quarter and nine months ended September
30, 1999 as compared to 1998 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.
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 September 30,
1999.
7
<PAGE>
Signatures
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, hereunto duly
authorized.
PACIFIC DEVELOPMENT CORPORATION
(Registrant)
Date: October 10, 1999
/s/ Irwin Krushansky
-----------------------------------------
Irwin Krushansky, President
8
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> SEP-30-1999
<CASH> 37
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 37
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 37
<CURRENT-LIABILITIES> 2,368
<BONDS> 0
0
0
<COMMON> 2,331
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 37
<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
<EPS-DILUTED> 0
</TABLE>
