Mas Acquisition Xix 10QSB 2005 Q1 Quarterly report (small business)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-QSB

[X]	Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the quarterly period ended:  March 31, 2005
[ ]	Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
	For the transition period to __________
	Commission File Number:000-27171

Mas Acquisition XIX Corp.

(Exact name of small Business Issuer as specified in its charter)

Indiana	35-2082971
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

2963 Gulf to Bay Boulevard

Suite 265

Clearwater, Florida 33759

(Address of principal executive offices)

(727) 669-7781

(Issuer’s telephone number)

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 Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days [X] Yes [ ] No

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 1,000 common shares as of March 31, 2005.

Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]

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	TABLE OF CONTENTS	Page
PART I - FINANCIAL INFORMATION
Item 1:	Financial Statements	3
Item 2:	Management’s Discussion and Analysis	4
Item 3:	Controls and Procedures	6
PART II - OTHER INFORMATION
Item 1:	Legal Proceedings	8
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	8
Item 3:	Defaults Upon Senior Securities	8
Item 4:	Submission of Matters to a Vote of Security Holders	8
Item 5:	Other Information	8
Item 6:	Exhibits	8

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PART I - FINANCIAL INFORMATION

Item 1.     Financial Statements

Our unaudited consolidated financial statements included in this Form 10-QSB are as follows:

(a)   Balance Sheet as of March 31, 2005.

(b)   Statements of Operations for the nine and three month periods ended March 31, 2005 and 2004 (with cumulative totals since inception);

(c)   Statements of Cash Flow for the nine and three month periods ended March 31, 2005 and 2004 (with cumulative totals since inception); and

(d)   Notes to Financial Statements.

These unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-QSB. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended March 31, 2005 are not necessarily indicative of the results that can be expected for the full year.

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MAS ACQUISITION XIX CORP.
(A DEVELOPMENT STAGE CORPORATION)
BALANCE SHEET
MARCH 31, 2005
	March 31,
	2005
ASSETS
Organization costs, net of accumulated amortization	$	-
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable	$	15,000
STOCKHOLDERS' DEFICIT
Preferred stock, $.001 par value, 20,000,000 shares
authorized, none issued or outstanding		-
Common stock, $.001 par value, 8,000,000 shares
authorized, 1,000 shares issued and outstanding		111
Accumulated deficit		(15,111	)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)	$	-

The accompany notes are an integral part of these financial statements.

F - 1

MAS ACQUISITION XIX CORP.

(A DEVELOPMENT STAGE CORPORATION)

FOR THE NINE AND THREE MONTHS ENDED MARCH 31, 2005 AND 2004

(WITH CUMULATIVE TOTALS SINCE INCEPTION)

	NINE MONTHS ENDED					THREE MONTHS ENDED				Cumulative Totals Since
	MARCH 31,					MARCH 31,				Inception
	2005			2004		2005		2004		January 6, 1997
OPERATING REVENUES	$	-		$	-	$	-	$	-	$	-
OPERATING EXPENSES
Accounting fees		15,000			-		-		-		15,000
Amortization		-			-		-		-		111
Total operating expenses		15,000			-		-		-		15,111
NET LOSS BEFORE PROVISION FOR INCOME TAXES		(15,000	)		-		-		-		15,111
Provision for income taxes		-			-		-		-		-
NET LOSS APPLICABLE TO COMMON SHARES	$	(15,000	)	$	-	$	-	$	-	$	15,111
NET LOSS PER BASIC AND DILUTED SHARES		($15.00	)	$	-	$	-	$	-
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING		1,000			1,000		1,000		1,000

The accompany notes are an integral part of these financial statements.

F - 2

MAS ACQUISITION XIX CORP.

(A DEVELOPMENT STAGE CORPORATION)

STATEMENTS OF CASH FLOW

FOR THE NINE MONTHS ENDED MARCH 31, 2005 AND 2004

(WITH CUMULATIVE TOTALS SINCE INCEPTION)

							Cumulative
							Totals Since
							Inception
	2005			2004			January 6, 1997
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	-		$	-		$	(15,111	)
Adjustments to reconcile net loss to net cash provided
by (used in) operating activities:
Amortization		-			-			111
Change in assets and liabilities:
Accounts payable		-			-			15,000
Net cash provided by (used in) operating activities		-	#		-	#		-
CASH - BEGINNING OF PERIOD		-			-			-
CASH - END OF PERIOD	$	-		$	-		$	-

The accompany notes are an integral part of these financial statements.

F - 3

MAS ACQUISITION XIX CORP.

(A DEVELOPMENT STAGE CORPORATION)

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2005 AND 2004

NOTE 1-SIGNIFICANT ACCOUNTING POLICIES

Organization

The Company was incorporated on January 6, 1997, in the State of Indiana. The Company is in the development stage and its intent is to locate suitable business ventures to acquire. The Company has had no significant business activity to date and has chosen June 30, as a year end. On March 3, 2000, the Company exchanged 8,250,000 shares of its stock for 1,500,000 shares of Pinnacle Business Management, Inc., a Nevada Corporation. The result is that the Company was acquired by Pinnacle Business Management, Inc. After this exchange a reverse stock split occurred leaving Pinnacle Business Management, Inc. as the sole shareholder of the Company. Pinnacle in 2004 changed its name to Serac and its trading activities were suspended and the Company is now defunct.

Cash and Cash Equivalents

For the purposes of the statements of cash flow, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents.

Intangible Assets

The cost of intangible assets is amortized using the straight-line method over the estimated useful economic life (five years for organization costs). They are stated at cost less accumulated amortization. The Company reviews for the impairment of long-lived assets and certain identifiable intangibles whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. An impairment loss would be recognized when estimated future cash flows expected to result from the use of the asset and its eventual disposition is less than its carrying amount. No such impairment losses have been identified in the periods presented.

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MAS ACQUISITION XIX CORP.

(A DEVELOPMENT STAGE CORPORATION)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

MARCH 31, 2005 AND 2004

NOTE 1-SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Net Loss Per Share

Basic loss per share is computed by dividing the net loss for the period by the weighted average number of common shares outstanding for the period. There are no common stock equivalents outstanding.

Use of Estimates

Management uses estimates and assumptions in preparing financial statements in accordance with generally accepted accounting principles. These estimates and assumptions affect the reported amount of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were used.

Development Stage Company

The Company is considered to be in the development stage as defined in Statement of Financial Accounting Standards (SFAS) No. 7, “Accounting and Reporting by Development Stage Enterprises.” The Company is deciding what business venture to pursue.

Income Taxes

Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial reporting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classifications of the assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.

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MAS ACQUISITION XIX CORP.

(A DEVELOPMENT STAGE CORPORATION)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

MARCH 31, 2005 AND 2004

NOTE 2-STOCKHOLDERS’ EQUITY

At inception the Company issued 8,500,000 shares of its $.001 par value common stock to an officer as reimbursement of organization costs paid by the officer. Fair value used for this transaction of $90 is based upon the actual cost of incorporation.

During January, 1997 the Company issued 500 shares of its $.001 par value common stock to directors as compensation valued at $1.

During March, 1997 the Company issued 7,750 shares of its common stock to foreign citizens as a gift with an aggregate fair value of $8.

During September, 1998 the Company issued 750 shares of its $.001 par value common stock to directors as compensation valued at $1.

During September, 1998 the Company issued 10,800 shares of its common stock to foreign citizens as a gift with an aggregate fair value of $11.

During October, 1999 the Company issued 100 shares of its common stock to one individual with an aggregate fair value of $0.

On March 3, 2000 the Company entered into an exchange agreement and was acquired by Pinnacle Business Management, Inc., a reporting entity on the pink sheets (PCBM). Subsequent to entering into the exchange agreement, the Company declared a reverse stock split, effectively reducing the outstanding shares to 1,000.

NOTE 3-LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2005 and 2004, the Company had no cash or capital reserves.

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MAS ACQUISITION XIX CORP.

(A DEVELOPMENT STAGE CORPORATION)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

MARCH 31, 2005 AND 2004

NOTE 4 - -INCOME TAXES

There is no provision for income taxes at March 31, 2005 or 2004. The Company has a small net operating loss which expires thru 2025. The Company has a valuation equal to the deferred tax benefit.

	2005			2004
Deferred Tax Asset	$	2,267		$	-
Valuation		(2,267	)		-
Deferred Asset	$	-		$	-

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Item 2.     Management’s Discussion and Analysis

Forward-Looking Statements

Historical results and trends should not be taken as indicative of future operations. Management’s statements contained in this report that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934 (the “Exchange Act”), as amended. Actual results may differ materially from those included in the forward-looking statements. The Company intends such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and is including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” “prospects,” or similar expressions. The Company’s ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on the operations and future prospects of the Company on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Further information concerning the Company and its business, including additional factors that could materially affect the Company’s financial results, is included herein and in the Company’s other filings with the SEC.

Management’s Discussion and Analysis

We currently have no business activities. Due to our inability to secure funding, we were unable to implement our previous business plan and ceased operations on March 3, 2000. Since this time, we have attempted to identify and evaluate other business and technology opportunities in order to proceed with an active business operation. At the present time, we have not identified any other business and/or technology opportunities that our management believes are consistent with the best interest of the company. Our plan of operations is to continue our attempts to identify and evaluate other business and technology opportunities in order to proceed with an active business operation.

We currently have forecasted the expenditure of approximately $20,000 during the next twelve months in order to remain in compliance with the Securities Exchange Act of 1934 and to identify additional business and/or technology for acquisition. We can provide no assurance that we will be successful in acquiring other businesses or technology due to our limited working capital. We anticipate that if we are successfully able to identify any technology or business for acquisition, we will require additional financing in order for us to complete the acquisition. We can provide no assurance that we will receive additional financing if sought.

We do not anticipate purchasing any real property or significant equipment in the next twelve months.

At the present time, we have no employees other than our sole officer and director, Mr. Michael Bruce Hall. We do not anticipate hiring any employees until such time as we are able to acquire any additional businesses and/or technology.

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Assets

There are no assets as of March 31, 2005.

Liabilities and Stockholders’ Deficit

Our total liabilities as of March 31, 2005 were $15,000. On March 31, 2005 our liabilities consisted of accounting fees in the amount of $15,000.

As of March 31, 2005, there was a Stockholders’ deficit of $15,111.

Results of Operations

We have had no material business operations since March 3, 200. As a result, we did not earn any revenue during the three or nine month period ended March 31, 2004. We did not earn any revenue during the three or nine month period ended March 31, 2005.

We incurred operating expenses in the amount of $0 for the three months ended March 31, 2005, compared to operating expenses of $0 for the three months ended March 31, 2004. We incurred operating expenses in the amount of $15,000 for the nine months ended March 31, 2005, compared to operating expenses of $0 for the nine months ended March 31, 2004. Our operating expenses for the three months ended March 31, 2005 were entirely accounting fees.

We have incurred a net loss of $0 for the three month period ended March 31, 2005, compared to $0 for the three month period ended March 31, 2004. We have incurred a net loss of $15,000 for the nine month period ended March 31, 2005, compared to $0 for the nine month period ended March 31, 2004. Our losses for the three and nine month period ended March 31, 2005 and in the same three month period in the prior year are entirely attributable to accounting expenses.

Liquidity and Capital Resources

As of March 31, 2005 and 2004, we had no cash or capital reserves. As a result, we had insufficient capital to complete an acquisition in the event that a suitable business or technology was identified.

We anticipate that we will require additional financing to enable us to complete an acquisition. We plan to raise additional capital through an equity offering under Regulation S in which the proposed offering and sale would be made outside the United States in an offshore transaction with no directed selling efforts made in the United States. However, we can provide no assurance that if we pursue additional financing we will receive any financing.

We have not attained profitable operations and are dependent upon obtaining financing to complete an acquisition of another business or technology. We can provide no assurance that we will receive any additional financing. For these reasons, our auditors have stated in their report that they have substantial doubt about our ability to continue as a going concern.

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Going Concern

Our independent auditors have stated in their Auditor’s Report included in our annual report on Form 10-KSB that we have incurred operating losses, accumulated deficit, and negative cash flow from operations. From our inception to March 31, 2005, we incurred cumulative losses of approximately $15,000. Our ability to raise capital through future issuances of common stock is unknown. Our future is dependent on our ability to obtain financing and develop new business opportunities into profitable operations.

These factors, among others, raise substantial doubt about our ability to continue as a going concern.Our consolidated financial statements do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

Off Balance Sheet Arrangements

As of March 31, 2005, there were no off balance sheet arrangements.

Item 3.     Controls and Procedures

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of March 31, 2005. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, Mr. Michael Bruce Hall. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2005, our disclosure controls and procedures are effective. There have been no significant changes in our internal controls over financial reporting during the quarter ended March 31, 2005 that have materially affected or are reasonably likely to materially affect such controls.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Limitations on the Effectiveness of Internal Controls

Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error. An internal control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.

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Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the internal control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

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PART II - OTHER INFORMATION

Item 1.     Legal Proceedings

None.

Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds

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

Exhibit Number	Description of Exhibit
31.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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SIGNATURES

In accordance with the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Mas Acquisition XIX Corp.
Date:	May 12, 2005
	By:       /S/ Michael Bruce Hall              Michael Bruce Hall Title:    Chief Executive Officer, Chief Financial Officer, and Director

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