UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Quarter: December 31, 1999 Commission File Number:33-22264-FW
TIME FINANCIAL SERVICES, INC.
_________________________________________________________________
(Exact name of registrant as specified in its charter)
NEVADA 33-0840184
_________________________________________________________________
(State or other jurisdiction (I.R.S. Employer incorporation
of organization) or Identification No.)
1040 E. Katella Street, Suite B-1, Orange, CA 92806
_________________________________________________________________
(Address of principal executive offices)
(714) 288-5901
_________________________________________________________________
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has 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 registrant was required to
file such reports), and (2) has been subject to such filing
Requirements for the past 90 days.
X Yes No
_____ _____
The number of shares outstanding of each of the issuer's
classes of stock, as of September 30, 1998, are as follows:
Class of Securities: Shares Outstanding:
Common Stock, $.001 par value 1,600,000
INDEX
TIME FINANCIAL SERVICES, INC.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets (Unaudited): 3
As of December 31, 1999
Statements of Operation (Unaudited): 5
For the Three Months and Six months ended
December 31, 1999
Statement of Cash Flows (Unaudited): 6
For the Three Months and Six months
Ended December 31, 1999
Article 5 of Regulation S-X, Financial Data Schedule 7
Note to Financial Statements: 8
As of December 31, 1999 (Unaudited)
Item 2. Management's Discussion and Analysis of 9
Financial Condition and Results of Operations
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 10
Item 2. Change in Securities 10
Item 3. Defaults Upon Senior Securities 10
Item 4. Submission of Matters to a Vote of Security 10
Holders
Item 5. Other Information 10
Signatures 11
TIME FINANCIAL SERVICES, INC.
BALANCE SHEET
Consolidated
(Unaudited)
December 31, December 31,
1999 1998
_____________ _____________
ASSETS:
Current Assets:
Cash and cash equivalents $ 52,952 $ 102,930
Accounts receivable 0 0
Inventory 0 0
Prepaid expenses 0 800
_____________ _____________
Total Current Assets 52,952 103,730
Property and Equipment, net of
accumulated depreciation 7,489 7,489
Other Assets:
Investment in equity securities 0 0
Employee Advances 6,500 5,000
Real Property at acquisition cost 491,699 491,699
Note Receivable 110,650 0
_____________ _____________
Total Other Assets 608,849 496,699
_____________ _____________
TOTAL ASSETS $ 669,291 $ 607,918
_____________ _____________
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current Liabilities:
Notes payable to bank 0 0
Accounts payable 11,101 11,245
Accrued expenses 2,835 5,432
Current Portion Long Term Debt 5,255 5,255
_____________ _____________
Total Current Liabilities $ 19,191 $ 21,932
Long Term Liabilities
Long Term Debt $ 442,063 442,063
_____________ _____________
Total Liabilities $ 461,254 $ 463,995
Stockholders' Equity:
Common stock, .001 par value;
50,000,000 shares authorized,
1,600,000 shares issued
and outstanding at
December 31, 1999 83,000 83,000
Additional paid-in capital 298,642 298,642
Stock for real estate 156,000 156,000
Retained earnings (deficit) (329,605) (393,719)
_____________ _____________
Total Stockholders' Equity 208,037 143,923
_____________ _____________
TOTAL LIABILITIES
AND STOCKHOLDERS' EQUITY $ 669,291 $ 607,918
============= =============
TIME FINANCIAL SERVICES, INC.
STATEMENT OF OPERATIONS
FOR THE QUARTER ENDED DECEMBER 31, 1999
(Unaudited)
Quarter Ending Six Months Ending
Dec. 31 Dec. 31 Dec. 31 Dec. 31
1999 1998 1999 1998
___________ ___________ ___________ ___________
REVENUES:
Loan origination
fees $ 23,220 $ 57,213 $ 51,522 $ 166,395
Rental income 6,778 10,948 17,635 19,355
Marketing Income 44,953 30,283 161,004 81,792
Product and
Software sales 0 29,934 2,718 67,036
Other fees and
income 265 81,209 824 111,209
___________ ___________ ___________ ___________
Total Revenue 75,217 209,586 233,703 445,786
___________ ___________ ___________ ___________
OPERATING EXPENSES:
Loan officer
commissions 16,812 64,521 45,814 153,794
Loan Processing
costs 2,685 4,814 5,829 29,873
Other general and
administrative 16,083 39,356 31,573 77,656
Operating costs 93,598 76,081 226,511 163,916
___________ ___________ ___________ ___________
Total Operating
Expenses 129,178 184,772 308,444 425,239
___________ ___________ ___________ ___________
OPERATING (LOSS)
Profit (53,962) 24,814 (74,742) 20,547
NET (LOSS)
PER COMMON SHARE
Before
extraordinary loss (.04) 0.0201 (0.047) 0.015
=========== =========== =========== ===========
Weighted Average
Shares
Outstanding 1,600,000 1,235,744 1,600,000 1,235,744
=========== =========== =========== ===========
TIME FINANCIAL SERVICES, INC.
STATEMENT OF CASH FLOWS
FOR THE QUARTER ENDED DECEMBER 31, 1998 and 1999
(Unaudited)
For the three months ending
December 31, December 31,
1999 1998
______________ ____________
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) $ 52,711 $ 24,814
Adjustments to reconcile net (loss) to
net cash (used in) operating
activities:
Depreciation and amortization 0 0
(Increase) Decrease in:
Accounts receivable 0 0
Officer receivable 0 0
Federal Income tax receivables 0 0
Inventory 0 0
Prepaid expense 0 (24,198)
Other Assets 0 0
Accounts payable and accrued expenses 4,008 2,992
Net cash provided (used in)
operating activities 48,703 3,608
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment 0 295,000
Employee Advances (1,500) 0
Note Receivable 7,255 4,630
Net Cash (used in) investing activities 5,755 299,630
Net cash provided by Financing Activities
Proceeds from issuance of stock 0 0
Mortgage Debt 0 (217,636)
Net increase (decrease) in cash or
cash equivalents (42,948) 85,602
Beginning of the period 97,790 17,327
Cash and Cash Equivalents -
End of Period $ 54,842 $ 102,929
TIME FINANCIAL SERVICES, INC.
NOTE TO FINANCIAL STATEMENTS
December 31, 1999
(Unaudited)
The financial information included herein is unaudited; however,
such information reflects all adjustments (consisting solely of
normal recurring adjustments) which are, in the opinion of
management, necessary for a fair statement of results for the
interim period. Such results are not necessarily indicative of a
full year's operation.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Liquidity and Capital Resources
During the quarter ending December 31, 1999, the Company's cash
declined ($42,948) from the previous quarter ended September 30,
1999 and down ($49,978) or (48.2%) from the quarter ended
December 31, 1998. Cash was used for real estate being prepared
for sale. The Company's business plan is to sell the remaining
six single-family homes over the next six months. Cash will
continue to decline until these properties are sold.
The cash flow from the sale of Wall Street Whispers continues at
the reduced level of $2,500 for the remainder of this year.
Additional cash is being used for legal and accounting fees for
the pending merger with Holoworld Inc. (See status below). These
totaled $9,353 for the quarter ended December 31, 1999.
Results of Operations
Text Services Division
This was sold June 1, 1999. No revenues were received for this
quarter. This is a decline of ($30,119) compared to the quarter
ended December 31, 1998.
Mortgage Lending Division
For this segment, mortgage commission and fees were $23,485 and
declined ($4,817) or (20%) from the quarter ended September 30,
1999, and declined ($33,993) or (59%) from the quarter ended
December 31, 1998.
These declines were due to increasing interest rates and the
resultant shift in mortgage products away from refinancing. This
shift was from "A" refinancing loans to equity 2nd's with high
loan to value resulted in increased marketing costs with
decreased closings.
Expenses for this segment declined ($8,884) or (23%) to $29,966
from the quarter ended September 30, 1999. Segment lost ($6,442)
for the quarter ended December 31, 1999. This quarter is
traditionally the slowest quarter of the year in the mortgage
business. Revenues should increase over the next quarter.
(Period ended March 31, 2000).
Real Estate Division
The Company has improved the property located on Morgan Street in
Rialto, California. This property is for sale and listed with a
local real estate broker. No sales or purchases took place
during the quarter ended December 31, 1999. Rental revenues were
$6,778 for the quarter ended December 31, 1999, down ($4,169) or
(38%) compared to the quarter ended December 31, 1998. This was
due to vacancy required while properties are up for sale. Should
the properties not sell while vacant this would put a strain on
cash. Therefore only one property will be listed for sale at a
time. Only one, Morgan, is vacant currently.
The Real Estate segment lost ($23,072) for the quarter ended
December 31, 1999. This segment lost ($30,239) for the six
months ended December 31, 1999. These losses are anticipated and
will continue until the properties are sold for profit.
Direct Mail Division
Direct Mail revenues were $44,953 for the quarter ended December
31, 1999, up $14,856 or 49.4% compared to the quarter ended
December 31, 1998. Revenues were $161,004 for the six months
ended December 31, 1999. Revenue declined in the quarter ended
December 31, 1999, compared to the quarter ended September 30,
1999 by ($71,097) or (61%), due to interest rate increases that
slowed the mortgage market.
Overall Operating Results
Overall, the Company had revenues of $75,217 for the quarter
ended December 31, 1999, and revenues of $233,703 for the six
months ended December 31, 1999. The six months revenues are down
(37%) or (137,462) compared to the six months ended December 31,
1998. Compared to the six months ended December 31, 1998,
expenses declined ($79,765) or (20%) to $308,444 for six months
ended December 31, 1999.
Net loss for the six months ended December 31, 1999 was ($74,742)
of which the net loss for the quarter ended December 31, 1999 was
($52,711).
The Company's business plan includes completing the merger with
Holoworld Inc. as previously reported (8K dated December 1,
1999). Holoworld's accountants are currently completing
Holoworld Inc.'s required audited financial statements. Upon
completion of this audit, the Company intends to complete this
merger. Current Time Financial shareholders should benefit as
holders of Holoworld,Inc. shares when the merger is completed.
In addition, upon completion of the merger with Holoworld, Time
Lending, California will be distributed to the existing
shareholders.
Subsequent Events:
The new millennium and Y2K had no effect on operations. All
computer programs are Y2K compliant. One of two vacant
properties has been rented while it remains for sale as an
investment property. Morgan Street, Rialto remains vacant and
for sale. It should sell within 30 to 60 days.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
There has been no significant change in other legal matters at
this time. (See Subsequent Events above).
Item 2. Changes in Securities
None
Item 3. Submission of Matters to a Vote of Securities Holders
None
Item 4. Defaults upon Senior Securities
None
Item 5. Other Information
Director and Secretary Treasurer Philip C. LaPuma filed a
personal Chapter 7 bankruptcy on advice of counsel. This had no
effect on the Company. This is the second officer to do so.
Michael F. Pope's bankruptcy was reported in the December 31,
1998 10Q.
The Company moved to new offices in the City of Orange
California. Our new address is 1040 E. Katella Ave., Suite B-1,
Orange, California 92867. All phone numbers remain the same.
The term of the lease is three years commencing 2-1-00 and ending
1-31-03. Rent for the first year is $26,532, second year
$30,150, and $31,356 the third year. The total amount for the
term of the lease is $88,038. The cost of this lease is split
with Tom Van Wagoner, President of Signature Marketing, who share
the space and direct mail production facilities.
The following shares were issued as compensation to the following
officers:
Michael F. Pope, President 3823 shares of common stock
Philip C.LaPuma, Secretary Treasurer 3622 shares of common stock
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act
of 1934, as amended, the Registrant has caused this report to be
signed on its behalf by the undersigned duly authorized persons.
February 29, 2000 Time Financial Services, Inc.
(Date) (Registered)
Michael F. Pope
(Signature)
Philip C. LaPuma
(Signature)