| UNITED STATES |
| 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, 2001 | |
| [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT | |
| For the transition period from ____________ to ____________ | |
| Commission file number 000-31971 | |
| PROBOOK, INC. | |
| (Exact name of small business issuer as specified in its charter) | |
| California | 33-0786687 |
| (State or other jurisdiction | (IRS Employer |
| of incorporation or organization) | Identification No.) |
| 1423 West Bernardo Court, Suite 100 |
| San Diego, California 92127 |
| (Address of principal executive offices) |
| (858) 675-4445 |
| (Issuer's telephone number) |
| (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 [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common equity. As of June 30, 2001 - 1,237,433 shares of Common Stock
| PROBOOK, INC. | |||
| Index | |||
| Page | |||
| Number | |||
| PART I. | FINANCIAL INFORMATION | ||
| Item 1. | Financial Statements | ||
| Balance Sheet as of June 30, 2001 | 3 | ||
| Statements of Operations | 4 | ||
| Statements of Cash Flows | 5 | ||
| Supplemental Schedules to Statement of Cash Flows | 6 | ||
| Notes to Financial Statements | 7 | ||
| Item 2. | Management's Discussion and Analysis of Financial Condition | ||
| and Plan of Operations | 8 | ||
| Part II. | OTHER INFORMATION | ||
| Item 1. | Legal Proceedings | 9 | |
| Item 2. | Change in Securities and Use of Proceeds | 9 | |
| Item 3. | Defaults Upon Senior Securities | 9 | |
| Item 4. | Submission of Matters to a Vote of Security Holders | 9 | |
| Item 5. | Other Information | 9 | |
| Item 6. | Exhibits and Reports on Form 8-K | 9 | |
| SIGNATURES | 9 | ||
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
| PROBOOK, INC. |
| (A Development Stage Company) |
| BALANCE SHEETS |
| June 30, 2001 | |||
| (unaudited) | |||
| Assets | |||
| Current Assets | |||
| Cash and cash equivalents | $ | 2,296 | |
| Receivable from related parties | 23,500 | ||
| Total current assets | $ 25,796 | ||
| Property and Equipment | |||
| Computer equipment | $ | 600 | |
| Accumulated depreciation | (20) | ||
| 580 | |||
| Total assets | $ 26,376 | ||
| Liabilities and Stockholders' Equity | |||
| Current Liabilities | |||
| Trade payables | $ | 1,483 | |
| Loan payable | 3,000 | ||
| Total Current Liabilities | $ 4,483 | ||
| Stockholders'Equity | |||
| Common Stock, par value $.001 per share, | |||
| authorized 20,000,000; issued and outstanding, | |||
| 1,237,433 shares as of June 30, 2001 | 1,237 | ||
| Additional paid-in capital | 1,293,828 | ||
| Deficit accumulated during the development stage | (1,273,172) | ||
| Total Stockholders' Equity | 21,893 | ||
| Total Liabilities and Stockholders' Equity | $ 26,376 | ||
The accompanying notes are an integral part of the financial statements.
| PROBOOK, INC. |
| (A Development Stage Company) |
| STATEMENTS OF OPERATIONS |
| From Inception | ||||||
| (January 14, 1998) | ||||||
| For the Six Months Ended | Through | |||||
| June 30, 2000 | June 30, 2001 | June 30, 2001 | ||||
| Income | $ | - | $ | - | $ | - |
| Operating expenses | (40,475) | (21,265) | (1,270,951) | |||
| Loss from Operations | (40,475) | (21,265) | (1,270,951) | |||
| Other Income (Expenses) | ||||||
| Rental income | - | - | 4,250 | |||
| Interest income | - | - | 960 | |||
| Gain on sale of technology | - | - | 23,258 | |||
| Loss on sale of equipment and furniture | (22,712) | - | (22,712) | |||
| Interest expense | (99) | - | (4,777) | |||
| Net Loss Before Income Taxes | $ | (63,286) | $ | (21,265) | $ | (1,269,972) |
| Income Taxes | (800) | (800) | (3,200) | |||
| Net Loss | $ (64,086) | $ (22,065) | $ (1,273,172) | |||
| Basic loss per share: | ||||||
| Loss from operation | $ n/a | $ n/a | ||||
| Weighted Average Common | ||||||
| Shares Outstanding | 4,163,383 | 1,237,433 | ||||
The accompanying notes are an integral part of the financial statements
| PROBOOK, INC. |
| (A Development Stage Company) |
| STATEMENTS OF CASH FLOWS |
| From Inception | ||||||
| (January 14, 1998) | ||||||
| For the Six Months Ended | Through | |||||
| June 30, 2000 | June 30, 2001 | June 30, 2001 | ||||
| Cash Flows from Operating Activities | ||||||
| Net loss | $ | (64,086) | $ | (22,065) | $ | (1,273,172) |
| Adjustments to reconcile net loss to net | ||||||
| cash provided by operating activities: | ||||||
| Depreciation | 4,248 | 20 | 16,947 | |||
| Interest expense | 363 | - | 3,768 | |||
| Gain on sale of technology | - | - | (23,258) | |||
| Loss on disposition of assets | 22,712 | - | 22,712 | |||
| (Increase) Decrease in Assets | - | |||||
| (Increase) decrease in employee advances | - | - | ||||
| (Increase) decrease in prepaid expenses | - | - | - | |||
| (Increase) in organization costs | - | - | ||||
| Increase (Decrease) in Liabilities | - | |||||
| Increase (decrease) in accounts payable | (2,060) | (760) | 21,161 | |||
| Increase (decrease) in income taxes payable | 800 | - | - | |||
| Net cash used in operating activities | (38,023) | (22,805) | (1,232,842) | |||
| Cash Flows from Investing Activities | ||||||
| Proceeds from sale of assets | 2,850 | - | 2,850 | |||
| Equipment acquisition | - | (600) | (43,089) | |||
| Net cash provided (used) ininvesting activities | 2,850 | (600) | (40,239) | |||
| Cash Flows from Financing Activities | ||||||
| Gross proceeds from private offerings | 30,000 | - | 1,152,345 | |||
| Advances from related parties | 13,500 | - | 171,612 | |||
| Repayments to related parties | (3,000) | - | (13,195) | |||
| Loans to related parties | - | (15,000) | (40,385) | |||
| Loan repayments from related parties | - | - | 5,000 | |||
| Net cash provided byfinancing activities | 40,500 | (15,000) | 1,275,377 | |||
| Net Increase (Decrease) in Cash and | ||||||
| Cash equivalents | 5,327 | (38,405) | 2,296 | |||
| Beginning Balance -Cash and cash equivalents 3,603 | 40,701 | - | ||||
| Ending Balance - Cash and Cash Equivalents | $ 8,930 | $ 2,296 | $ 2,296 | |||
The accompanying notes are an integral part of the financial statements
| PROBOOK, INC. |
| (A Development Stage Company) |
| CONSOLIDATED STATEMENTS OF CASH FLOWS |
| SUPPLEMENTAL SCHEDULES TO STATEMENT OF CASH FLOWS | ||||
| From Inception | ||||
| (January 14, 1998) | ||||
| For the Three Months Ended | Through | |||
| June 30, 2000 | June 30, 2001 | June 30, 2001 | ||
| Cash Paid During Year For: | ||||
| Income Taxes | $ - | $800 | $3,200 | |
| Interest | $ - | $ - | $ 2,221 | |
The accompanying notes are an integral part of the financial statements.
| PROBOOK, INC. |
| (a Development Stage Company) |
| NOTES TO FINANCIAL STATEMENTS |
Note 1
- - In the opinion of the Company’s management, the accompanying unaudited financial statements contain all adjustments (consisting of normal recurring accruals) necessary to present fairly the financial position of the Company as of June 30, 2001, and the results of operations and cash flows for the six month periods ended June 30, 2001 and 2000, and for the period from the Company’s inception (January 14, 1998) through June 30, 2001. The operating results of the Company on a semi-annual basis may not be indicative of operating results for the full year.
PROBOOK, INC.
Item 2. Management's Discussion and Analysis of Financial Condition and Plan of Operations
Results of Operations for the six-months ended June 30, 2000
Operating expenses of $40,475 comprises of consulting fees of $23,000, insurance of $6,177 (consisting of health insurance), depreciation of $4,248, rent of $1,852, entertainment and travel of $1,241, and telephone of $2,061.
Also during the six-month period, the Company realized a loss of $22,712 from the sale of its computer equipment and furnishings to an affiliate and incurred $99 in interest expense.
Results of Operations for the six-months ended June 30, 2001
The majority of the net loss of $21,265 comprises of $5,500 in legal fees, $6,582 in insurance ($6,528 consisting of health insurance), $3,510 in accounting fees, office supplies of $762, equipment rental of $1,312, telephone of $919, and $800 in franchise tax.
Liquidity and Capital Resources
For the six-months ended June 30, 2000.
During the six-month period June 30, 2000, the Company’s cash position increased by $5,327. The Company received $30,000 through the issuance of its common stock, $13,500 as a loan from an affiliate, and $2,850 through the sale of its computer equipment and furnishings. The Company used $38,023 in its operations and repaid $3,000 in loans to an affiliate.
For the six-months ended June 30, 2001.
During the six-month period June 30, 2001, the Company’s cash position decreased by $38,405, of which $22,805 was used in operations, $600 was used to buy computer equipment, and $15,000 was paid to a related party (Greg Writer) as a loan.
8
PROBOOK, INC.
| Part II. | OTHER INFORMATION |
| Item 1. | Legal Proceedings |
| None | |
| Item 2. | Change in Securities and Use of Proceeds |
| None | |
| Item 3. | Defaults Upon Senior Securities |
| None | |
| Item 4. | Submission of Matters to a Vote of Security Holders |
| Not applicable | |
| Item 5. | Other Information |
| Not applicable | |
| Item 6. | Exhibits and Reports on Form 8-K |
| No other filing were made as of the date of this filing. |
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.
| PROBOOK, INC. |
| By: /s/ David Spoon |
| David Spoon, President |
Date: July 24, 2001
