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 June 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 (IRS Employer Id. No.)
jurisdiction of Incorporation)
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 6/30/99 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 June 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 June 30, 1999
(Unaudited)
<PAGE>
CONTENTS
Accountants' report 1
Balance Sheet 2
Statements of Operations 3
Statements of Cash Flows 4
Notes to Financial Statements 5
<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 June 30, 1999, and the related statements
of operations and cash flows for the period then ended were not audited by us
and according we do not express an opinion on them.
Denver, Colorado
July 19, 1999
COMISKEY & COMPANY
PROFESSIONAL CORPORATION
1
<PAGE>
Pacific Development Corporation
(A Development Stage Company)
BALANCE SHEET
June 30, 1999
(Unaudited)
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ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 97
---------
Total current assets 97
---------
TOTAL ASSETS $ 97
=========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable - related party $ 500
---------
Total current liabilities 500
---------
STOCKHOLDERS' EQUITY
Preferred stock, $0.50 par value
50,000,000 shares authorized;
no shares issued and outstanding -
Common stock, $0.001 par value;
100,000,000 shares authorized;
6,663,380 shares issued and
outstanding 6,663
Additional paid-in capital 8,518
Deficit accumulated
during the
development stage (15,584)
---------
(403)
---------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 97
=========
</TABLE>
The accompanying notes are an integral part of the financial statements.
2
<PAGE>
Pacific Development Corporation
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
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<S> <C> <C> <C> <C> <C>
For the
period from
inception
(September
21, 1992) For the three months For the six months
to June 30, ended June 30, ended June 30,
1999 1999 1998 1999 1998
----------- --------- --------- --------- ---------
REVENUES $ - $ - $ - $ - $ -
----------- --------- --------- --------- ---------
EXPENSES
Legal fees 5,009 9 - 230 -
General office 292 - - 118 -
Professional fees 7,569 325 - 2,569 -
Bank charges 611 23 23 45 45
Transfer agent 2,000 2,000 - 2,000 -
Research fees 55 - - - -
Taxes and licenses 30 - - - -
Penalties 18 - - 18 -
----------- --------- --------- --------- ---------
Total expense 15,584 2,357 23 4,985 45
----------- --------- --------- --------- ---------
NET LOSS (15,584) (2,357) (23) (4,985) (45)
Accumulated deficit
Balance, Beginning
of period - (13,227) (8,998) (10,599) (8,976)
----------- --------- --------- --------- ---------
Balance, End of period $ (15,584) $ (15,584) $ (9,021) (15,584) (9,021)
=========== ========= ========= ========= =========
NET LOSS PER SHARE $ (NIL) $ (NIL) $ (NIL) $ (NIL) $ (NIL)
=========== ========= ========= ========= =========
WEIGHTED AVERAGE NUMBER
OF SHARES OF COMMON
STOCK AND COMMON STOCK
EQUIVALENTS OUTSTANDING 4,494,516 6,663,380 4,363,380 6,155,093 4,363,380
=========== ========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of the financial statements.
3
<PAGE>
Pacific Development Corporation
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
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For the period
from inception
(September 21, For the six For the six
1992) to months ended months ended
June 30, June 30, June 30,
1999 1999 1998
--------------- ------------- -------------
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net Loss $ (15,584) $ (4,985) $ (45)
Adjustments to reconcile
net loss to net cash used
by operating activities:
Expenses paid by shareholders 8,018 3,518 -
Decrease in accounts payable - (779) -
Decrease in accounts payable
- related party 500 - -
-------------- ------------- -------------
Net cash used by
operating activities (7.066) (2,246) (45)
CASH FLOWS FROM
INVESTING ACTIVITIES - - -
-------------- ------------- -------------
Net cash used by
investing activities - - -
CASH FLOWS FROM
FINANCING ACTIVITIES
Additional capital contributed 500 - -
Issuance of common stock 6,663 2,300 -
-------------- ------------- -------------
Net cash provided by
financing activities 7,163 2,300 -
-------------- ------------- -------------
Net increase (decrease)
in cash and cash
equivalents 97 54 (45)
CASH AND CASH EQUIVALENTS,
Beginning of Period - 43 387
-------------- ------------- -------------
CASH AND CASH EQUIVALENTS,
End of Period $ 97 $ 97 $ 342
============== ============= =============
</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
June 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 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.
5
<PAGE>
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 June 30,
1999, reflects a current asset value of $97 and a total asset value of
$97, in the form of cash, as compared to $342 and $342 in current and
total assets as of June 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.
Results of Operations
During the period from September 21, 1992 (inception) through
June 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 six months ended June 30, 1999, the Company
incurred losses of $2,357 and $4,985, respectively, as compared to
losses of $23 and $45 for the quarter and six months ended
June 30, 1998. The significant increase in losses for the quarter and six
months ended June 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 occured
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 difer 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
June 30, 1999.
<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, thereunto duly authorized.
PACIFIC DEVELOPMENT CORPORATION
(Registrant)
Date: July 25, 1999
/s/
Irwin Krushansky, President
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<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.
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> Dec-31-1999
<PERIOD-END> Jun-30-1999
<CASH> 97
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 97
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 97
<CURRENT-LIABILITIES> 500
<BONDS> 0
0
0
<COMMON> 6663
<OTHER-SE> (7066)
<TOTAL-LIABILITY-AND-EQUITY> 97
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 2357
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (2357)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2357)
<EPS-BASIC> (.000)
<EPS-DILUTED> (.000)
</TABLE>
