0000950147-01-501632.txt : 20011009 0000950147-01-501632.hdr.sgml : 20011009 ACCESSION NUMBER: 0000950147-01-501632 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010925 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TASCO INTERNATIONAL INC CENTRAL INDEX KEY: 0001079282 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 330824714 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-32201 FILM NUMBER: 1743879 BUSINESS ADDRESS: STREET 1: 7100 EAST LINCOLN DRIVE, SUITE D-230 CITY: SCOTTSDALE STATE: AZ ZIP: 85253 10-Q 1 e-7493.txt QUARTERLY REPORT FOR THE QTR ENDED 12/21/2001 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended December 31, 2000 Commission File number 000-32201 TASCO INTERNATIONAL, INC. (Name of Small Business Issuer in its Charter) 1649 Dartmouth, Chula Vista, CA 91913 (Address of Principal Executive Offices including Zip Code (619) 482-7800 (Issuer's Telephone Number, Including Area Code) Not Applicable (Former Name, Former Address and Former Fiscal Year, if changed since last report) Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the 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 [ ] There were 1,278,000 shares of Common stock outstanding as of December 31, 2000. PART I ITEM 1. FINANCIAL STATEMENTS. TASCO INTERNATIONAL, INC. (A Development Stage Company) Balance Sheets
Three Months Ended Year Ended December 31, September 30, 2000 2000 -------- -------- ASSETS Current Assets Cash $ 4,366 $ 11,493 -------- -------- Total Current Assets 4,366 11,493 -------- -------- TOTAL ASSETS $ 4,366 $ 11,493 ======== ======== LIABILITIES & STOCKHOLDERS' EQUITY Current Liabilities Accounts payable $ 25 $ 365 -------- -------- Total Current Liabilities 25 365 -------- -------- TOTAL LIABILITIES 25 365 Stockholders' Equity Preferred stock, $.0001 par value authorized (20,000,000 shares authorized; none issued and outstanding) 0 0 Common stock $.0001 par value authorized (80,000,000 shares authorized; issued and outstanding : 1,278,000 shares at December 31, 2000 and September 30, 2000, respectively) 128 128 Additional paid-in capital 11,662 11,662 Deficit accumulated during the development stage (7,449) (662) -------- -------- Total Stockholders' Equity 4,341 11,128 -------- -------- TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 4,366 $ 11,493 ======== ========
1 TASCO INTERNATIONAL, INC. (A Development Stage Company) Statements of Operations
October 6, 1998 Three Months Three Months (Inception) Ended Ended through December 31, December 31, December 31, 2000 1999 2000 ----------- ----------- ----------- Revenues Revenues $ 0 $ 0 $ 0 ----------- ----------- ----------- Total Revenues 0 0 0 General & Administrative Expenses 6,787 222 7,449 ----------- ----------- ----------- Total General & Administrative Expenses 6,787 222 7,449 ----------- ----------- ----------- Net Loss $ (6,787) $ (222) $ (7,449) =========== =========== =========== Basic loss per share $ (0.0053) $ (0.0003) =========== =========== Weighted average number of common shares outstanding 1,278,000 858,739 =========== ===========
2 TASCO INTERNATIONAL, INC. (A Development Stage Company) Statement of Changes in Stockholders' Equity From October 6, 1998 (Inception) through December 31, 2000
Deficit Accumulated Common Additional During Common Stock Paid In Development Stock Amount Capital Stage Total ----- ------ ------- ----- ----- Stock issued for cash on October 6, 1998 @ $0.0001 per share 100,000 $ 10 $ -- $ -- $ 10 Stock issued for cash on October 9, 1998 @ $0.0001 per share 130,000 13 1,287 0 1,300 Stock issued for cash on October 12, 1998 @ $0.0001 per share 19,000 2 188 0 190 Stock issued for cash on April 1, 1999 @ $0.0001 per share 29,000 3 287 0 290 Net loss, October 6, 1998 (inception) to September 30, 1999 (295) (295) ---------- ------- ------- -------- ------- Balance, September 30, 1999 278,000 28 1,762 (295) 1,495 ========== ======= ======= ======== ======= Stock issued for cash on October 19, 1999 @ $0.01 per share 1,000,000 100 9,900 10,000 Net loss, October 1, 1999 through September 30, 2000 (367) (367) ---------- ------- ------- -------- ------- Balance, September 30, 2000 1,278,000 128 11,662 (662) 11,128 ========== ======= ======= ======== ======= Net loss, October 1, 2000 though December 31, 2000 (6,787) (6,787) ---------- ------- ------- -------- ------- Balance, December 31, 2000 1,278,000 $ 128 $11,662 $ (7,449) $ 4,341 ========== ======= ======= ======== =======
3 TASCO INTERNATIONAL, INC. (A Development Stage Company) Statements of Cash Flows
October 6, 1998 Three Months Three Months (Inception) Ended Ended through December 31, December 31, December 31, 2000 1999 2000 -------- -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES Operating loss $ (6,787) $ (222) $ (7,449) Amortization 0 192 240 (Decrease) / Increase in accounts payables (340) 0 25 Organization costs 0 0 (240) -------- -------- -------- Net cash (used) by operating activities (7,127) (30) (7,424) CASH FLOWS FROM INVESTING ACTIVITIES Net cash used by investing activities 0 0 0 CASH FLOWS FROM FINANCING ACTIVITIES Common stock 0 0 11,790 -------- -------- -------- Net cash provided by financing activities 0 0 11,790 -------- -------- -------- Net increase / (decrease) in cash (7,127) (30) 4,366 Cash at beginning of period 11,493 1,668 0 -------- -------- -------- Cash at end of period $ 4,366 $ 1,638 $ 4,366 ======== ======== ========
4 TASCO INTERNATIONAL, INC. (A Development Stage Company) Notes to Financial Statements As of December 31, 2000 NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS The Company was organized October 6, 1998, under the laws of the State of Delaware as Tasco International, Inc. The Company is engaged in the business of offering virtual reality technology for CD-ROM, media and Internet presentations. The Company has no operations and in accordance with SFAS #7, the Company is considered a development stage company. On October 6, 1998, the Company issued 100,000 shares of common stock for cash at $0.0001 per share. On October 9, 1998, the Company issued 130,000 shares of common stock for cash at $0.0001 per share. On October 12, 1998, the Company issued 19,000 shares of common stock for cash at $0.0001 per share. On April 1 1999, the Company issued 29,000 shares of common stock for cash at $0.0001 per share. On October 19, 1999, the Company issued 1,000,000 shares of common stock for cash at $0.01 per share. NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A. BASIS OF ACCOUNTING The Company uses the accrual method of accounting. The Company has adopted a fiscal year of September 30. B. BASIC EARNINGS PER SHARE Earnings per share are computed using the weighted average number of shares of common stock outstanding. C. INCOME TAXES Income taxes are provided in accordance with Statement of Financial accounting Standards No. 109 (SFAS 109), Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carryforwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. 5 TASCO INTERNATIONAL, INC. (A Development Stage Company) Notes to Financial Statements As of December 31, 2000 NOTE 3. WARRANTS AND OPTIONS There are no warrants or options outstanding to acquire any additional shares of common or preferred stock. NOTE 4. 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 has no current source of revenue. Without realization of additional capital, it would be unlikely for the Company to continue as a going concern. It is management's plan to seek additional capital through sale of its securities through private placements. NOTE 5. RELATED PARTY TRANSACTION The Company neither owns nor leases any real or personal property. A director provides office services without charge. Such costs are immaterial to the financial statements and accordingly, have not been reflected therein. The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts. NOTE 6. INCOME TAXES December 31, September 30, 2001 2000 ------- ------- Deferred tax assets: Net operating loss carryforwards $ 6,787 $ 367 Other 0 0 ------- ------- Valuation allowance (6,787) (367) ------- ------- Net deferred tax assets $ 0 $ 0 ======= ======= Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carryforwards are expected to be available to reduce taxable income. As the achievement of required future taxable income is uncertain, the Company recorded a valuation allowance. NOTE 7. SCHEDULE OF NET OPERATING LOSSES 1998 Net Operating Loss $ (295) 1999 Net Operating Loss (367) 2000 Net Operating Loss (1st quarter) (6,787) ------- Net Operating Loss $(7,449) ======= As of December 31, 2000, the Company has net operating loss carryforwards of approximately $ 7,449, which will expire through 2019. 6 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS CERTAIN FORWARD-LOOKING INFORMATION Information provided in this Quarterly report on Form 10QSB may contain forward-looking statements within the meaning of Section 21E or Securities Exchange Act of 1934 that are not historical facts and information. These statements represent the Company's expectations or beliefs, including, but not limited to, statements concerning future and operating results, statements concerning industry performance, the Company's operations, economic performance, financial conditions, margins and growth in sales of the Company's products, capital expenditures, financing needs, as well as assumptions related to the forgoing. For this purpose, any statements contained in this Quarterly Report that are not statement of historical fact may be deemed to be forward-looking statements. These forward-looking statements are based on current expectations and involve various risks and uncertainties that could cause actual results and outcomes for future periods to differ materially from any forward-looking statement or views expressed herein. The Company's financial performance and the forward-looking statements contained herein are further qualified by other risks including those set forth from time to time in the documents filed by the Company with the Securities and Exchange Commission, including the Company's most recent Form 10SB, 10SB/A and 10Q. CONDITION AND RESULTS OF OPERATIONS. THREE MONTHS ENDED DECEMBER 31, 2000. Revenues were $ 0 for the quarter ending December 31, 2000 and $ 0 for the same quarter ending 1999. Operating Expenses were $6,787 for the quarter ending December 31, 2000 and $222 for the same quarter in 1999. During the quarter ending December 31, 2000, management purchased hardware and software equipment (Power Mac G4 Computer, Apple Studio 17 inch Display and WD 30GB Fire-wire Drive) and digital photographic equipment (Nikon 990 digital camera, Nikon wide-angle lens 195 and memory cards). During the same quarter, the Company began its design phase of preparing visual content and other digital media for its proposed web-site on the Internet. The Company does not anticipate any material increase in operating expenses until such time as additional capital can be raised and the company proceeds with the further development of its business plan. Management believes that the Company must be successful in raising equity or debt financing sufficient to meet its working capital requirements and to support the expenses associated with developing its sales in media content production within the next several months. To date, no sales have been made in media content production nor has the Company been successful in raising equity or debt financing sufficient to meet its working capital requirements. No assurance can be given that the company will have other financing available, if required; or if available, will be available on terms and conditions satisfactory to management. ANALYSIS OF FINANCIAL CONDITION As of December 31, 2000, the Company had working capital of $4,341 and faces the need for substantial additional working capital in the near future. The Company will be required to seek sources of financing. No assurance can be given that the Company will have financing available, if required, or if available, will be available on terms and conditions satisfactory to management. 7 The financial statements of the company were prepared for the quarter ending December 31, 2000. The Company's ability to establish itself as a going concern is dependent upon the Company obtaining sufficient financing to continue its development activities. There is no assurance that the Company will achieve profitable operations in the future. The Company could be required to secure additional financing to implement further development plans. There is no assurance that such financing will be available to the Company, or if available, will be available on terms and conditions satisfactory to management. As part of the Company's plan to raise additional working capital, the Company may make a limited number of offers and sales of its Common Shares to qualified investors in transactions that are exempt from registration under the 1933 Act. Other offers and sales of Common Shares may be at prices per share that are higher or lower than the price of the Common Shares in this registration statement. There can be no assurance the Company will not make other offers of its securities at different prices, when, in the Company's discretion, such prices are deemed by the Company to be reasonable under the circumstances. RISK FACTORS 1. Limited History of Operations The Company was incorporated under the laws of the State of Delaware on October 6, 1998 and has had limited operations to date. Therefore the Company must be considered entirely promotional and in the early development stages of embarking upon a new venture. The Company has had no revenues to date. The Company's business and prospects must be considered in light of the risk, expense, and difficulties frequently encountered by companies in an early stage of development, particularly companies in new and rapidly evolving markets of providing services on the Internet. Prospective investors should be aware of the difficulties encountered by such new enterprises, as the Company faces all the risks inherent in any new business, including: competition, the absence both of an operating history and profitability and the need for additional working capital. The likelihood of the success of the Company must be considered in light of the problems and expenses that are frequently encountered in connection with the operation of a new business and the competitive environment in which the Company will be operating. 2. Need for Additional Working Capital - Continuation of Going Concern Not Assured Without additional capital, the original investment of shareholders funds may be at risk. The balance sheet for the period ending December 30, 2000, shows a stockholder's equity of only $4,341 and working capital of only $4,341. The Company faces the need for substantial additional working capital in the near future. The capital needs of the Company are greater than currently anticipated, and the Company will be required to seek other sources of financing. No assurance can be given that the Company will be able to organize debt or equity financing, or that if available, it will be available on terms and conditions satisfactory to management and might dilute current shareholders. The Company has no commitments for any additional debt or equity financing and there can be no assurance that any such commitments will be obtained on favorable terms, if at all. 3. The Company has No Significant History of Operations and Expects Operating Losses in the Foreseeable Future The Company expects to incur operating losses for the foreseeable future and if the Company ever has operating profits, it may not be able to sustain them. Expenses will increase as the Company builds an infrastructure to implement its business model. The Company plans to hire additional employees and lease space for its corporate offices as the need arises. In addition, the 8 Company may increase its operating expenses to include purchasing additional hardware and software and developing a digital media web-site. Expenses may also increase due to the potential effect of goodwill amortization and other charges resulting from future partnerships and/or alliances, if any. If any of these and other expenses are not accompanied by increased revenue, the Company's operating losses will be even greater than anticipated. 4. The Progress and Overall Success of the Company is substantially Dependent Upon the Abilities of the Current Officer and Director of the Company The Company's performance and operating results are substantially dependent on the continued service and performance of its officer and director. The loss of the services of the Company`s key employee or the inability to attract and retain the necessary technical, sales and other personnel, would likely limit the changes for success and have a negative effect upon the Company's business, financial condition, operating results and cash flows. In addition, the concentrated ownership of the sole officer and director has over the Company, may have a material adverse effect on future business progress. Furthermore, the current officer and director is involved with other employment other than that of the Company, which may take time from developing the business of the Company and effect the overall success. 5. Competition The market for production of visual content and other digital media solutions is new and rapidly evolving. As the demand for production of visual content solutions increases, the Company expects competition to intensify. The Company competes with other providers of digital media content, and these companies may have greater financial, marketing, distribution and technical resources, which therefore may have an adverse effect on the profitability of the Company. Our success will be dependent on its ability to compete with these and any other competitors on the quality of the solutions and their cost effectiveness. There is no assurance that the Company will be successful in that competition. 6. Lack of Cash Dividends The Company has not paid any cash dividends on its Common Shares to date and there are no plans for paying cash dividends in the foreseeable future. Initial earnings that the Company may realize, if any, will be retained to finance the growth of the Company. Any future dividends, of which there can be no assurance, will be directly dependent upon earnings of the Company, its financial requirements and other factors. 7. Capital Resource Requirements Expenses needed to build an infrastructure to implement its business model will depend upon a number of factors including the Company's ability to raise sufficient capital. There are no assurances that the Company can raise sufficient capital through debt or equity financing which might be available to the Company on favorable terms or at all and might dilute current shareholders. 8. Growth May Strain the Management, Operation and Financial Resources There can be no assurances that the Company's proposed business model will be adequate to support any future operations. In addition, there is a risk that the Company may not be able to expand their operations at the same rate as market demand may be created. 9. Other Non-Public Sales of Securities As part of the Company's plan to raise additional working capital, the Company may make a limited number of offers and sales of its Common Shares to qualified investors in transactions that are exempt from registration under the 1933 Act. There can be no assurance the Company will not make other offers of its securities at different prices, when, in the Company's discretion, such prices are deemed by the Company to be reasonable under the circumstances. 9 10. No Assurance of Liquidity There is currently no public market for the common shares or any other securities of the Company and there can be no assurance that a trading market will develop in the future. 11. We Face the Loss of Key Personnel Which Could Adversely Affect Proposed Operations The Company's performance is greatly dependent on the performance of its management. The loss of the services of our executive officer/director could harm the Company's business. The Company's officer has some expertise in production of visual content and other digital media, and the loss of the Company's officer/director could have a negative impact on the Company's reputation for expertise in the digital media industry. 12. The Company is Dependent on the Continued Growth of Internet Commerce The market for the production of visual content and digital media over the Internet is a new and emerging market. Rapid growth in the use of, and interest in, the Internet is a recent phenomenon and may not continue to develop. 13. The Company is Largely Controlled by Management The Company's officer/director currently owns or controls a substantial majority of its outstanding common stock and thereby continues to be able to exercise voting control over the company for the foreseeable future and will be able to elect the entire Board of Directors. This management control could prevent, or make more difficult, on-going business. PART II OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. None ITEM 2. CHANGES IN SECURITIES. None ITEM 3. DEFAULTS UPON SENIOR SECURITIES. None ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. None ITEM 5. OTHER INFORMATION. None ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K None 10 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Company has duly caused this disclosure statement to be signed on its behalf by the undersigned, thereunto duly authorized. TASCO INTERNATIONAL, INC. Date: 09/20/01 /s/ Adrienne Humphreys ---------------------------------- Adrienne Humphreys President 11