10QSB 1 q123199.txt 10-QSB ENDED DECEMBER 31, 1999 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [X] Quarterly report under sections 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended December 31, 1999 [ ] Transition report pursuant to Sections 13 or 15(d) of The Securities Exchange act of 1934 for the transition period from _______________ to ________________ Commission File Number: 0-13910 THE FURIA ORGANIZATION, INC. ----------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 95-3931129 --------------------------------- ------------------- (State or other jurisdiction (IRS Employer of incorporation or organization) Identification No.) 5030 Champion Blvd. G6#237 Boca Raton, FL 33496 ------------------------------------------ ---------- (Address of principal executive offices) (Zip Code) (561) 241-4713 --------------------------------------------------- (Registrant's telephone number, including area code) --------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act during the preceding 12 months (or for such shorter period the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. (1) Yes [ ] No [X] (2) Yes [X] No [ ] The number of shares of the Issuer's Common Stock $.0001 par value issued and outstanding at September 1, 2002 was 41,714,209 PART I FINANCIAL INFORMATION Page Item 1. Financial Statements Balance Sheets December 31, 1999 (unaudited) and June 30, 1999 3 Statements of Operations - Three months ended December 31, 1999 and 1998 (unaudited) 4 Statements of Changes in Stockholders' Equity for the period ended December 31, 1999 (unaudited) 5 Statements of Cash Flows - Three months ended December 31, 1999 and 1998 (unaudited) 6 Notes to Financial Statements 7
THE FURIA ORGANIZATION, INC. BALANCE SHEET December 31, 1999 June 30, 1999 ----------------- ------------- Current Assets $ -- $ -- -------------- ------------- TOTAL ASSETS $ -- $ -- -------------- ------------- LIABILITIES AND STOCKHOLDERS' DEFICIT Current Liabilities Notes Payable $ 33,315 $ 33,315 Accrued Interest 4,085 2,753 Accounts Payable and other Accrued Liabilities -- -- -------------- ------------- TOTAL LIABILITIES $ 37,400 $ 36,068 -------------- ------------- Stockholders' (Deficiency) Convertible Preferred stock, (50,000,000 authorized; $.0001 par, -0- shares outstanding) Common stock (200,000,000 shares authorized, $.0001 par, 25,214,209 shares issued and outstanding) as at December 31, 1999 and June 30, 1999 $ 2,521 $ 2,521 Additional Paid-In Capital 6,384,936 6,384,936 Donated Capital 14,972 14,972 Accumulated Deficit $ (6,439,829) $ (6,438,497) -------------- ------------- TOTAL STOCKHOLDERS (DEFICIENCY) $ (37,400) $ (36,068) ============== ============= TOTAL LIABILITIES AND SHAREHOLDERS' (DEFICIENCY) $ -- $ -- ============== ============= See Notes to Financial Statements
THE FURIA ORGANIZATION, INC. STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended December 31 ------------------------------------------ 1999 1998 --------------- --------------- Revenue $ -- $ -- --------------- --------------- TOTAL REVENUE $ -- $ -- --------------- --------------- General and administrative expenses $ 666 $ 666 --------------- --------------- NET LOSS $ 666 $ 666 =============== =============== Basic loss per common share $ (0.00) $ (0.00) Weighted-average number of common shares outstanding 25,214,209 25,214,209 See Notes to Financial Statements
THE FURIA ORGANIZATION, INC. STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY Additional Preferred Preferred Common Common Paid-in Donated Accumulated Stockholders' Shares Stock Shares Stock Capital Capital Deficit Equity --------- --------- ---------- ------- ---------- -------- ------------ ------------- Balance at September 30, 1999 -0- -0- 25,214,209 $ 2,521 $6,384,936 $14,972 $(6,439,163) $(36,734) Net Loss (666) (666) Common Stock Issuance Preferred Stock Conversion Reduction in Paid-in Capital Balance at December 31, 1999 -0- -0- 25,214,209 $ 2,521 $6,384,936 $14,972 $(6,439,829) $(37,400) ------- -------- ---------- ------- ---------- ------- ----------- -------- See Notes to Financial Statements
THE FURIA ORGANIZATION, INC. STATEMENTS OF CASH FLOWS Three Months Ended December 31, ---------------------------------------- 1999 1998 ------------ ------------ Cash Flows from Operating Activities: Net Loss $ (666) $ (666) Adjustments to Reconcile Net Loss to Net Cash Provided (Used) by Operating Activities: Increase (Decrease) in Accounts Payable and Accrued Liabilities Accrued Interest 666 666 ------------ ------------ Total Adjustments 666 666 ------------ ------------ Net Cash Provided (Used) by Operating Activities -- -- ------------ ------------ Cash Flows From Investing Activities -- -- ------------ ------------ Cash Flows From Financing Activities -- -- Net Increase (Decrease) in Cash -- -- Cash at Beginning Of Year -- -- ------------ ------------ Cash at End of Year $ -- $ -- ============ ============ See Notes to Financial Statements
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a. Organization THE FURIA ORGANIZATION, INC. (the "Company"), was incorporated as Furia, Oringer Productions, Inc. under the laws of the State of Delaware on June 26, 1984 for the purpose of writing and producing film and tape television programs and theatrical motion pictures. By 1991, the Company had transferred assigned an disposed of its entertainment properties. In April 1994, Pat Fashions Industries, Inc, ("PFI") the Company's subsidiary and only operating entity, filed a Petition in Bankruptcy under Chapter 11 seeking the reorganization of PFI. The Chapter 11 was converted to a Chapter 7 Proceeding and PFI was then liquidated. Resultantly, the Company has been seeking a merger or combination candidate in any industry and has been inactive since May 1994. On March 6, 1998, the Company entered into an Agreement under the terms of which the Company agreed to exchange approximately 75,000,000 shares of its Common Stock for all the issued and outstanding capital shares of Americom Telecommunications Corporation ("ATC"). The Agreement was, pursuant to written agreement dated January 11, 2000, rescinded, nun pro tunc, and the parties placed back into to the position as if said Agreement of March 6, 1998 had never been entered into. Reference is made to "Subsequent Events" of this form 10-QSB for more definitive information concerning the rescission. The Company has not had any salaried employees since May 1994. The Company currently has one officer who devotes only a portion of his time to the Company. The Company has limited operations, assets and liabilities. Accordingly, the Company is dependent upon management and/or significant shareholders to provide sufficient working capital to preserve the integrity of the corporate entity during this phase. b. Accounting Method The Company's financial statements are prepared using the accrual method of accounting. The Company's fiscal year ends June 30. c. Cash and Cash Equivalents Cash equivalents include short-term, highly liquid investments with maturities of three months or less at the time of acquisition. d. Basic Net Loss Per Share The computation of basic net loss per share of common stock is based on the weighted average number of shares outstanding during the period of financial statements. e. Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. f. Revenue Recognition The Company has no significant source of ongoing revenues. Revenue recognition policies will be determined when principal operations commence. g. Additional Accounting Policies Additional accounting policies will be established once planned principal operations commence. h. Unaudited Financial Statements The accompanying unaudited condensed financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. The information furnished in the interim financial statements include normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements. Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim financial statements be read in conjunction with the Company's most recent audited financial statements and notes thereto included in its June 30, 1999 Annual Report on Form 10-KSB. Operating results for the three months ended December 31, are not necessarily indicative of the results that may be expected for the year ending June 30, 2000. NOTE 2 - GOING CONCERN The Company's financial statements are prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company does not have significant cash or other material assets, nor does it have an established source of revenues sufficient to cover its operating cost and to allow it to continue as a going concern. It is the intent of the Company to seek after a merger with an existing operating company. NOTE 3 - SUBSEQUENT EVENTS On March 6, 1998, the Company consummated a Stock Purchase Agreement under the terms of which, amongst other things, the Company exchanged an aggregate of 74,184,270 shares of its Common Stock for all the issued and outstanding capital shares of Americom Telecommunications Corporation ("ATC"). In connection with the consummation of the Stock Purchase Agreement, the then sole Director of the Company, Waylon McMullen agreed to appoint Messrs. Paul Stevens, James A. Stevens, Dr. Richard A. Feller, Ph.D, Filiberto Fernandez, Michael Nunez-Ledo and Jorge T. Buces as members of the Board of Directors, in each case to be effective ten days after delivery of written notice thereof to the shareholders of the Company in accordance with Rule 14f-1 of the Securities Exchange Act of 1934, as amended. Mr. McMullen further agreed to resign as a Director of the Company but remain as President thereof, until his successor could be appointed. After notice was duly given to shareholders as set forth above, Mr. Paul Stevens accepted his appointment as a Director of the Company, but Messrs. James A. Stevens, Dr. Feller, Fernandez, Nunez-Ledo and Buces did not accept such appointments and never acted as Directors of the Company. ATC was, in fact, never activated nor operational. Moreover, requisite capital was never raised in order to make ATC viable nor was ATC ever able to make the acquisitions it represented were available when it was acquired by the Company. Additionally shares to be delivered pursuant to the provisions of the Stock Purchase Agreement were never delivered by either the Company or the shareholders of ATC. Accordingly, on January 11, 2000, the Stock Purchase Agreement, pursuant to written agreement, was rescinded, nun pro tunc, and the parties placed back into the position as if said Stock Purchase Agreement had never been entered into. Paul Stevens resigned as a Director and Mr. McMullen resumed his status as the sole Director On May 10, 2001, Mr. Martin Cohen was appointed President and elected a Director of the Company to serve until his successor is elected and agrees to serve. On December 21, 2000, in consideration of the services rendered and to be rendered by RN Capital Partners, Inc. in (1) negotiating, structuring and finalizing the recession, nun pro tunc referred to above; (2) seeking and negotiating with potential candidates interested in merging with the Company; (3) putting the Company in compliance with its obligations as a 12G Company under the Securities Exchange Act of 1934, as amended; and (4) paying and/or assuming the payment of the Company's expenses, accrued and to be accrued, (including but not limited to legal and accounting fees) in connection with "cleaning up" the Company and bringing it in compliance with its obligations as a 12G Company, the Board of Directors of the Company authorized and directed the issuance of 13,500,000 shares of its Common Stock to RN Capital Partners. Mr. Cohen is the President and Chief Operating Officer of RN Capital Partners, Inc. On December 21, 2000, the Company, in full satisfaction of any and all claims Waylon McMullen, the former President of the Company and now a Director of the Company, had or may have against the Company for (1) money expended on behalf of the Company (including but not limited to Accounting Fees, Franchise Taxes, acquisition of stock certificates); and (2) legal services rendered as attorney for the Company, the Board of Directors authorized the issuance of 3,000,000 shares of its Common Stock to Mr. McMullen. On September 3, 2002, The Company and Southcal Investments, Inc., agreed to satisfy the Promissory Note issued by the Company, on June 18, 1998, in the principal amount of $33,315 by the issuance of 2,000,000 shares of the Company's Common Stock. As of September 3, 2002, the Company was indebted to Southcal Investments, Inc., in the sum of approximately $44,530, consisting of the principal of the Promissory Note plus accrued interest of $11,215. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION The following discussion should be read in conjunction with the Financial Statements and Notes contained herein. The following sections contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties, and the cautionary statements set forth below identify important factors that could cause actual results over the next few quarters to differ materially from those predicted in any such forward-looking statements. Such factors include, but are not limited to, adverse changes in general economic conditions, adverse business conditions, the inability to locate and negotiate favorable business combinations, the inability of the Company's President to continue funding the Company and other factors. The Company plans to seek one or more potential businesses that Management believes warrant the Company's involvement. As a result of its limited resources, the number of potential businesses available will be extremely limited. The Company will not restrict its search to any particular industry. Nevertheless, Management does not intend to become involved with a company that is an investment company under the Investment Company Act of 1940; with a company that is a broker or dealer of investment securities or commodities; or with any company in which the officers, directors or shareholders of the target company are officers or directors of the Company. These business objectives are extremely general and are not intended to be restrictive upon the discretion of Management. Except for the general limitations contained above, management has not developed and does not intend to develop specific criteria to be followed in the search for and selection of a business acquisition. Shareholders will therefore have extremely limited information as to Management's specific intentions and investors will be unable to determine even the industries which management might consider. The target company may be (i) in its preliminary or developmental stage, (ii) a financially troubled business or (iii) a going concern. It is impossible to determine the capital requirements of the target business or whether such business may require additional capital. Some target companies may seek to establish a public trading market for their securities. The analysis of potential business endeavors will be undertaken by or under the supervision of Management. Management will rely on its own business judgment in evaluating businesses that the Company may acquire or participate. . Locating and investigating specific business proposals may take an extended period of time. If a business is located, the negotiation, drafting, and execution of relevant agreements, disclosure documents and other instruments will require substantial time, effort, and expense. The time periods of these subsequent steps cannot be determined. If a specific business endeavor cannot be located the costs incurred in the investigation are not likely to be recovered. The failure to consummate an attempted transaction would likely result in the loss of the costs incurred. Shareholders of the Company are relying totally upon the business judgment of Management. Shareholders will not likely be consulted or provided any disclosure documentation in connection with any acquisition engaged in by the Company, unless required by state corporate law or the Federal securities laws. Although Management does not anticipate a sale of their Company shares in connection with an acquisition, in the event Management does enter into an agreement to do so, the remaining shareholders of the Company may not be afforded an equal opportunity to do so. As Management intends to offer a controlling interest in the Company, it is probable that a change of control will occur as a result of an acquisition engaged in by the Company. To the best knowledge of the Company, there are no lock-up agreements or understandings between the Company and its shareholders or among the shareholders which has the effect of restricting the transferability of any shareholders stock holdings. There are no arrangements, agreements, or understandings between non-management shareholders and management under which non-management shareholders may directly or indirectly participate in or influence the management of the Company's affairs, and there are no agreements concerning the election of members of the Board of Directors. It is not presently anticipated that the Company will acquire or merge with a business or company in which the Company's promoters, management or their affiliates or associates directly or indirectly have an ownership interest, however there is no agreement, policy, or understanding to prevent such a transaction. In the event of such a non-arm's length transaction, Management would seek an independent appraisal of the transaction. Notwithstanding the foregoing, there is the potential that a conflict of interest will arise between the Company and its management in which case Management's fiduciary duties may be compromised. Any remedy available under state corporate law would, in such an event, most likely be prohibitively expensive and time consuming. A number of states have enacted statutes, rules and regulations limiting the sale of securities of blank check companies in their respective jurisdictions. Some states prohibit the initial offer and sale as well as any subsequent resale of securities of shell companies to residents of their states. In such an event, the shareholders of the Company, as well as the shareholders of any target company, may be limited in their ability to resell shares of the Company. To the best knowledge of the Company, the following states may have such limitations (this list is not exhaustive and a significant number of other states may also have such limitations): Connecticut, Georgia, Oregon, Washington, and Florida. Results of Operations The Company had no revenue during the second quarter of 1999 or during the second quarter of 1998. In fact the Company has not realized any revenues since 1994. The primary expenses incurred in connection with the Company's activities include travel and telephone expenses incurred to investigate business opportunities, and legal and accounting fees for compliance with SEC reporting requirements, for completion of the year end audit and in connection with the investigation of potential business combination candidates, and the negotiation of acquisition agreements and related documents in connection with potential acquisitions. These expenses had, formerly, been paid or assumed by Waylon Mcmullen, former President and still a Director of the Company. At present these expenses are being paid or assumed by RN Capital Partners, a company under the control of Martin Cohen and a principal shareholder of the The Furia Organization, Inc. Critical Accounting Policies and Assumptions The Company's financial statements are prepared on the assumption that the Company is a going concern. However, the Company has not had revenue from operations during 1994 and it does not have other significant assets. If the Company's president, through RN Capital Partners, Inc. does not continue paid and/or assume the payment for operational expenses of the Company the Company's operations will terminate. Although the Company had net operating loss carry-forwards at December 31, 1999 that may be offset against future taxable income, no tax benefit has been recorded in the financial statements. Because the Company does not currently have net income from ongoing operations, management assumes that the net operating losses will expire unused. Also, in connection with any acquisition, management assumes that more than 50% of the company's stock will be purchased by the acquisition candidate or its shareholders. As a result, certain limitations under the Internal Revenue Code on the use of net operating losses will apply, which management assumes will cause most of the net operating losses to expire without being utilized. Financial Condition The Company does not presently have any material commitments for capital expenditures. The Company's principal cash requirements are to fund telephone and travel expenses associated with investigating potential business activities, professional fees incurred in connection with its auditing and reporting with the Securities and Exchange Commission and expenses incurred in connection with any business combination that it decides to pursue. These expenses have been funded and paid for by Officers and Directors of the Company. PART II - OTHER INFORMATION Item 1. Legal Proceedings None Item 2. Changes in Securities and Use of Proceeds (a) None (b) None (c) None (d) Not applicable Item 3. Defaults upon Senior Securities None Item 4. Submission of Matters to a Vote of Security Holders None Item 5. Other Information On May 10, 2001, Mr. Martin Cohen was appointed President and elected a Director of the Company to serve until his successor is elected and agrees to serve. On December 21, 2000, in consideration of the services rendered and to be rendered by RN Capitals Partners, Inc., in (1) negotiating, structuring and finalizing the recession, nun pro tunc referred to above; (2) seeking and negotiating with potential candidates interested in merging with the Company; (3) putting the Company in compliance with its obligations as a 12G Company under the Securities Exchange Act of 1934, as amended; and (4) paying and/or assuming the payment of the Company's expenses, accrued and to be accrued,(including but not limited to legal and accounting fees) in connection with "cleaning up" the Company and bringing it in compliance with its obligations as a 12G Company, the Board of Directors of the Company authorized and directed the issuance of 13,500,000 shares of its Common Stock to RN Capital Partners. To date, RN Capital Partners has been satisfying the obligations of the Company. Mr. Martin Cohen, President of The Furia Organization, Inc., is also the President and Chief Operating Officer of RN Capital Partners, Inc. On September 3, 2002, The Company and Southcal Investments, Inc., agreed to satisfy the Promissory Note issued by the Company, on June 18, 1998, in the principal amount of $33,315 by the issuance of 2,000,000 shares of the Company's Common Stock. As of September 3, 2002, the Company was indebted to Southcal Investments, Inc., in the sum of approximately $44,530, consisting of the principal of the Promissory Note plus accrued interest of $11,215. Item 6. Exhibits and Reports on Form 8-K. (A) Exhibits. (B) Reports on Form 8-K. 1. A Current Report on Form 8-K was filed on August 20, 2002 and amended on August 26, 2002 to report the change of accountants. 2. A Current Report on Form 8-K was filed on August 20, 2002 to report a change of control. 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. Dated: September 30, 2002 THE FURIA ORGANIZATION, INC. By: /s/ Martin Cohen ---------------------------------------- Martin Cohen President and Chief Accounting Officer SECTION 302 CERTIFICATION I, Martin Cohen, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of The Furia Organization, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respect the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report. September 30, 2002 /s/ Martin Cohen ---------------------------- Martin Cohen, President