PACIFIC DEVELOPMENT CORP
10QSB, 1999-10-18
NON-OPERATING ESTABLISHMENTS
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                     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>

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