UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] Quarterly report under Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the Fiscal Year Ended March 31, 2000
or
[ ] Transitional report under Section 13 or 15(d) of the Exchange Act
Commission File No. 000-26645
Spacial Corporation
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(Name of Small Business Issuer in its Charter)
Delaware 13-4031423
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State or other jurisdiction of I.R.S. Employer Identification Number
incorporation or organization
317 Madison Avenue, Suite 2310, New York, New York 10017
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(Address of principal executive office)
Issuer's telephone number: (212) 949-9696
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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) been
subject to such filing requirements for the past ninety (90) days.
Yes X No
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State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practical date: As of May 1, 2000, there were 2,170,000
shares of Common Stock, par value $.001 per share, outstanding
Transitional Small Business Disclosure Format (check one):
Yes No x
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PART I
FINANCIAL INFORMATION
Item 1. Financial Statements.
SPACIAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONTENTS
December 31, 1999 and March 31, 2000 and 1999 (unaudited)
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Page
FINANCIAL STATEMENTS
Balance Sheet 1
Statements of Operations 2
Statements of Stockholders' Equity 3
Statements of Cash Flows 4
Notes to Financial Statements 5 - 6
SPACIAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
December 31, 1999 and March 31, 2000 (unaudited)
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ASSETS
March 31, December 31,
2000 1999
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(unaudited)
Assets
Cash $ 23,616 $ 30,395
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Total assets $ 23,616 $ 30,395
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Due to stockholder $ 98 $ -
Accrued expenses 1,603 2,790
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Total current liabilities 1,701 2,790
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Stockholders' equity
Preferred stock, $0.001 par value
5,000,000 shares authorized
no shares issued and outstanding - -
Common stock, $0.001 par value
40,000,000 shares authorized
2,170,000 (unaudited) and 2,170,000 shares issued
and outstanding 2,170 2,170
Additional paid-in capital 36,180 36,180
Contributed capital - stock warrants outstanding 2,813 2,813
Deficit accumulated during the development stage (19,248) (13,558)
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Total stockholders' equity 21,915 27,605
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Total liabilities and stockholders' equity $ 23,616 $ 30,395
============= =============
The accompanying notes are an integral part of these financial statements.
1
SPACIAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
For the Three Months Ended March 31, 2000 and 1999 (unaudited) and
for the Period from October 6, 1998 (Inception) to March 31, 2000 (unaudited)
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For the
Period from
For the October 6,
Three Months Ended 1998
March 31, (Inception) to
--------------------------- March 31,
2000 1999 2000
------------ ------------- -------------
(unaudited) (unaudited) (unaudited)
Operating expenses $ 5,690 $ 3,612 $ 19,248
------------ ------------- -------------
Net loss $ (5,690) $ (3,612) $ (19,248)
============ ============= =============
Basic and diluted
Loss per common share $ (0.003) $ (0.002)$ (0.009)
============ ============= =============
Weighted-average common shares outstanding 2,170,000 2,112,360 2,135,498
============ ============= =============
The accompanying notes are an integral part of these financial statements.
2
SPACIAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF STOCKHOLDERS' EQUITY
For the Period from October 6, 1998 (Inception) to March 31, 2000 (unaudited)
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Contributed Deficit
Capital - Accumulated
Common Stock Additional Stock during the
------------ Paid-In Warrants Development
Shares Amount Capital Outstanding Stage Total
------------ ------------ ------------ ------------- ------------- ------------
Balance, October 6, 1998 (inception) - $ - $ - $ - $ - $ -
ale of common stock 2,020,000 2,020 2,580 4,600
Net loss (1,238) (1,238)
Balance, December 31, 1998 2,020,000 2,020 2,580 - (1,238) 3,362
Sale of common stock 150,000 150 33,600 33,750
Issuance of stock warrants 2,813 2,813
Net loss
(12,320) (12,320)
- ------- -----------
Balance, December 31, 1999 2,170,000 2,170 36,180 2,813 (13,558) 27,605
Net loss (unaudited) (5,690) (5,690)
------------ ------------- ------------ ------------- ------------- ------------
Balance, March 31, 2000 (unaudited) 2,170,000 $ 2,170 $ 36,180 $ 2,813 $ (19,248) $ 21,915
============ ============= ============ ============= ============= ============
The accompanying notes are an integral part of these financial statements.
3
SPACIAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
For the Three Months Ended March 31, 2000 and 1999 (unaudited) and
for the Period from October 6, 1998 (Inception) to March 31, 2000 (unaudited)
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For the
Period from
For the October 6,
Three Months Ended 1998
March 31, (Inception) to
--------------------------- March 31,
2000 1999 2000
------------ ------------- --------------
(unaudited) (unaudited) (unaudited)
Cash flows from operating activities
Net loss $ (5,690) $ (3,612) $ (19,248)
Adjustments to reconcile net loss to net cash
used in operating activities
Stock warrants outstanding - - 2,813
Change in
Prepaid expenses - 475 -
Accrued expenses (1,187) 1,950 1,603
------------ ------------- ------------
Net cash used in operating activities (6,877) (1,187) (14,832)
------------ ------------- ------------
Cash flows from financing activities
Cash received for common stock - 36,000 38,350
Due to stockholder 98 205 98
------------ ------------- ------------
Net cash provided by financing activities 98 36,205 38,448
------------ ------------- ------------
Net increase (decrease) in cash (6,779) 35,018 23,616
Cash, beginning of period 30,395 100 -
------------ ------------- ------------
Cash, end of period $ 23,616 $ 35,118 $ 23,616
============ ============= ============
The accompanying notes are an integral part of these financial statements.
4
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Line of Business
Spacial Corporation (the "Company") was incorporated on October 6, 1998
in the State of Delaware. The Company is in the development stage, and
its intent is to operate as a capital market access corporation and to
acquire one or more existing businesses through merger or acquisition.
The Company has had no significant business activity to date. Operating
expenses incurred to date consist primarily of legal and accounting
fees.
Basis of Presentation
The Company has been in the development stage since its inception on
October 6, 1998. The Company has incurred losses from operations. These
factors raise substantial doubt about the Company's ability to continue
as a going concern.
Interim Financial Statements
In the opinion of management, the interim financial statements include
all adjustments, consisting of only normal, recurring adjustments,
necessary for a fair presentation of the Company's financial position,
results of operations, and cash flows.
Start-Up Costs
Start-up costs include legal and professional fees. In accordance with
Statement of Position 98-5, "Costs of Start-Up Activities," these costs
have been expensed as incurred.
Estimates
The preparation of the Company's financial statements in conformity with
generally accepted accounting principles requires the Company's
management to make estimates and assumptions that affect the amounts
reported in these financial statements and accompanying notes. Actual
results could differ from those estimates.
Loss per Share
The Company utilizes SFAS No. 128, "Earnings per Share." Basic loss per
share is computed by dividing the loss available to common stockholders
by the weighted-average number of common shares outstanding. Diluted
loss per share is computed similar to basic loss per share except that
the denominator is increased to include the number of additional common
shares that would have been outstanding if the potential common shares
had been issued and if the additional common shares were dilutive.
Because the Company has incurred net losses, basic and diluted loss per
share are the same.
Income Taxes
The Company uses the asset and liability method of accounting for income
taxes. The asset and liability method accounts for deferred income taxes
by applying enacted statutory rates in effect for periods in which the
difference between the book value and the tax bases of assets and
liabilities are scheduled to reverse. The resulting deferred tax asset
or liability is adjusted to reflect changes in tax laws or rates.
Because the Company is in the development stage and has incurred a loss
from operations, no benefit is realized for the tax effect of the net
operating loss carryforward due to the uncertainty of its realization.
NOTE 2 - WARRANTS OUTSTANDING
On April 19, 1999, warrants to purchase 51,000 shares of the Company's
common stock, par value $0.001, were issued to the placement agent at an
exercise price of $0.255 per share. The shares vest immediately and can
be exercised within seven years from the date of issuance of the
warrants. The fair value of the warrants at the date of issuance was
approximately $2,813 based on the fair value of the placement agent's
services, less cash paid. As of March 31, 2000, the warrants were still
outstanding.
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NOTE 3 - RELATED PARTY TRANSACTIONS
The Company utilizes office space of a law firm owned by its
President/Director. The Company does not pay any rent for such office
space.
The Company owed $0 and $98 (unaudited) at December 31, 1999 and March
31, 2000, respectively, to the President/Director of the Company for
expenses incurred on behalf of the Company.
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Item 2. Plan of Operation.
Statements contained in this Plan of Operation of this Quarterly Report
on Form 10-QSB include "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933 as amended (the "Securities Act") and
Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). Forward-looking statements involve known and unknown risks, uncertainties
and other factors which could cause the actual results of the Company (sometimes
referred to as "we", "us" or the "Company"), performance (financial or
operating) or achievements expressed or implied by such forward-looking
statements not to occur or be realized. Such forward-looking statements
generally are based upon the Company's best estimates of future results, general
merger and acquisition activity in the marketplace, performance or achievement,
based upon current conditions and the most recent results of operations.
Forward-looking statements may be identified by the use of forward-looking
terminology such as "may," "will," "project," "expect," "believe," "estimate,"
"anticipate," "intends," "continue", "potential," "opportunity" or similar
terms, variations of those terms or the negative of those terms or other
variations of those terms or comparable words or expressions. (See the Company's
Form 10SB and Annual report on Form 10-KSB for the fiscal year ended December
31, 1999 for a description of certain of the known risks and uncertainties of
the Company.)
General
The Company's plan is to seek, investigate, and if such investigation
warrants, consummate a merger or other business combination, purchase of assets
or other strategic transaction (a "Merger") with a corporation, partnership,
limited liability company or other business entity (a "Merger Target"), desiring
the perceived advantages of becoming a publicly reporting and publicly held
corporation. At this time, the Company has no plan, proposal, agreement,
understanding, or arrangement to enter into a Merger with any specific business
or company, and the Company has not identified any specific business or company
for investigation and evaluation. No member of Management or any promoter of the
Company, or an affiliate of either, has had any material discussions with any
other company with respect to any Merger. The Company will not restrict its
search to any specific business, industry, or geographical location, and may
participate in business ventures of virtually any kind or nature. Discussion of
proposed plan of operation and Mergers under this caption and throughout this
Quarterly Report is purposefully general and is not meant to restrict the
Company's virtually unlimited discretion to search for and enter into potential
business opportunities.
The Company may seek a Merger with an entity which only recently
commenced operations, or a developing company in need of additional funds to
expand into new products or markets or seeking to develop a new product or
service, or an established business which may be experiencing financial or
operating difficulties and needs additional capital which is perceived to be
easier to raise by a public company. In some instances, a Merger may involve
entering into a transaction with a corporation which does not need substantial
additional cash but which desires to establish a public trading market for its
common stock. The Company may purchase assets and establish wholly-owned
subsidiaries in various businesses or purchase existing businesses as
subsidiaries.
Selecting a Merger Target will be complex and involve a high degree of
risk. Because of general economic conditions, rapid technological advances being
made in some industries, and shortages of available capital, management believes
that there are numerous entities seeking the benefits of a publicly-traded
corporation. Such perceived benefits of a publicly traded corporation may
include facilitating or improving the terms on which additional equity financing
may be sought, providing liquidity (subject to restrictions of applicable
statutes and regulations) for the principals of a business, creating a means for
providing incentive stock options or similar benefits to key employees,
providing liquidity (subject to restrictions of applicable statutes and
regulations) for all stockholders, and other items. Potential Merger Targets may
exist in many different industries and at various stages of development, all of
which will make the task of comparative investigation and analysis of such
Merger Targets extremely difficult and complex.
The Company has insufficient capital with which to provide the owners of
Merger Targets significant cash or other assets. Management believes the Company
will offer owners of Merger Targets the opportunity to acquire a controlling
ownership interest in a public company at substantially less cost than is
required to conduct an initial public
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offering. Nevertheless, the Company has not conducted market research and is not
aware of statistical data which would support the perceived benefits of a Merger
or acquisition transaction for the owners of a Merger Target.
The Company also believes that finding a suitable Merger Target willing
to enter into a Merger with the Company may depend on the existence of a public
trading market for the Company's Common Stock. There is presently no material
trading market and there is no assurance that one can be developed. The
development of a public trading market will depend on the existence of freely
tradable Common Stock of the company, and broker-dealers willing to act as
market makers.
The Company will not restrict its search for any specific kind of Merger
Target, and may merge with an entity which is in its preliminary or development
stage, which is already in operation, or in essentially any stage of its
corporate life. It is impossible to predict at this time the status of any
business in which the Company may become engaged, in that such business may need
to seek additional capital, may desire to have its shares publicly traded, or
may seek other perceived advantages which the Company may offer. However, the
Company does not intend to obtain funds in one or more private placements to
finance the operation of any acquired business opportunity until such time as
the Company has successfully consummated such a Merger.
Selection and Evaluation of Merger Targets
Management of the Company will have complete discretion and flexibility
in identifying and selecting a prospective Merger Target. In connection with its
evaluation of a prospective Merger Target, management anticipates that it will
conduct a due diligence review which will encompass, among other things, meeting
with incumbent management and inspection of facilities, as well as a review of
financial, legal and other information which will be made available to the
Company.
Under the Federal securities laws, public companies must furnish
stockholders certain information about significant acquisitions, which
information may require audited financial statements for an acquired company
with respect to one or more fiscal years, depending upon the relative size of
the acquisition. Consequently, each Company will only be able to effect a Merger
with a prospective Merger Target that has available audited financial statements
or has financial statements which can be audited
The time and costs required to select and evaluate a Merger Target
(including conducting a due diligence review) and to structure and consummate
the Merger (including negotiating relevant agreements and preparing requisite
documents for filing pursuant to applicable securities laws and corporation
laws) cannot presently be ascertained with any degree of certainty. The
Company's current executive officer and director intends to devote only a small
portion of his time to the affairs of the Company and, accordingly, consummation
of a Merger may require a greater period of time than if the Company's
management devoted his full time to the Company's affairs. While no current
steps have been taken nor agreements reached, the Company may engage consultants
and other third parties providing goods and services, including assistance in
the identification and evaluation of potential Merger Targets. These consultants
or third parties may be paid in cash, stock, options or other securities of the
Company, and the consultants or third parties may be placement agents or their
affiliates.
The Company will seek potential Merger Targets from all known sources
and anticipates that various prospective Merger Targets will be brought to its
attention from various non-affiliated sources, including securities
broker-dealers, investment bankers, venture capitalists, bankers, other members
of the financial community and affiliated sources, including, possibly, the
Company's executive officer, director and his affiliates. While the Company has
not yet ascertained how, if at all, it will advertise and promote itself, the
Company may elect to publish advertisements in financial or trade publications
seeking potential business acquisitions. While the Company does not presently
anticipate engaging the services of professional firms that specialize in
finding business acquisitions on any formal basis, the Company may engage such
firms in the future, in which event the Company may pay a finder's fee or other
compensation. In no event, however, will the Company pay a finder's fee or
commission to the officer and director of the Company or any entity with which
he is affiliated for such service. Moreover, in no event shall the Company issue
any of its securities to any officer, director or promoter of the Company, or
any of their respective affiliates or associates, in connection with activities
designed to locate a Merger Target.
8
In analyzing prospective Merger Targets, management may consider, among
other factors, such matters as;
1) the available technical, financial and managerial resources;
2) working capital and other financial requirements;
3) history of operation, if any;
4) prospects for the future;
5) present and expected competition;
6) the quality and experience of management services which may
be available and the depth of that management;
7) the potential for further research, development or exploration;
8) specific risk factors not now foreseeable but which then may
be anticipated to impact the proposed activities of the Company;
9) the potential for growth or expansion;
10) the potential for profit;
11) the perceived public recognition or acceptance of products,
services or trades; and
12) name identification.
Merger opportunities in which the Company may participate will present
certain risks, many of which cannot be adequately identified prior to selecting
a specific opportunity. The Company's stockholders must, therefore, depend on
Management to identify and evaluate such risks. The investigation of specific
Merger opportunities and the negotiation, drafting and execution of relevant
agreements, disclosure documents and other instruments will require substantial
management time and attention and substantial costs for accountants, attorneys
and others. If a decision is made not to participate in a specific Merger
opportunity the cost therefore incurred in the related investigation would not
be recoverable. Furthermore, even if an agreement is reached for the
participation in a specific Merger opportunity, the failure to consummate that
transaction may result in the loss of the Company of the related costs incurred.
There can be no assurance that the Company will find a suitable Merger
Target. If no such Merger Target is found, therefore, no return on an investment
in the Company will be realized, and there will not, most likely, be a market
for the Company's stock.
Structuring and Financing of a Merger
As a general rule, Federal and state tax laws and regulations have a
significant impact upon the structuring of Mergers. The Company will evaluate
the possible tax consequences of any prospective Merger and will endeavor to
structure a Merger so as to achieve the most favorable tax treatment to the
Company, the Merger Target and their respective stockholders. There can be no
assurance that the Internal Revenue Service or relevant state tax authorities
will ultimately assent to the Company's tax treatment of a particular
consummated Merger. To the extent the Internal Revenue Service or any relevant
state tax authorities ultimately prevail in recharacterizing the tax treatment
of a Merger, there may be adverse tax consequences to the Company, the Merger
Target and their respective stockholders. Tax considerations as well as other
relevant factors will be evaluated in determining the precise structure of a
particular Merger.
The Company may utilize available cash and equity securities in
effecting a Merger. Although the Company has no commitments as of this date to
issue any shares of Common Stock or options or warrants, except for additional
securities that the Company expects to issue for certain professional services
(see "Expenses for Fiscal Quarter Ended March 31, 2000" below), other than those
already issued in the offering of its common stock pursuant to Regulation D
promulgated under the Securities Act of 1933, as amended (the "Securities Act")
(the "Private Placement"), each Company will likely issue a substantial number
of additional shares in connection with the consummation of a Merger, probably
in most cases equal to nine or more times the amount held by the Company's
stockholders prior to the Merger. The Company also may decide to issue Preferred
Stock, with liquidation and dividend rights, that are senior to the common
stock, in connection with a Merger or obtaining financing therefor, although the
Company has no present plans to do so. The Company currently has no intention to
issue Preferred Stock. The Company may have to effect reverse stock splits prior
to any Merger. To the extent that such additional shares are issued, dilution to
the
9
interests of a Company's stockholders will occur. Additionally, a change in
control of the Company may occur which may affect, among other things, the
Company's ability to utilize net operating loss carryforwards, if any.
There currently are no limitations on each Company's ability to borrow
funds to effect a Merger. However, the Company's limited resources and lack of
operating history may make it difficult to borrow funds. The amount and nature
of any borrowings by the Company will depend on numerous considerations,
including the Company's capital requirements, potential lenders' evaluation of
the Company's ability to meet debt service on borrowings and the then prevailing
conditions in the financial markets, as well as general economic conditions. The
Company has no arrangements with any bank or financial institution to secure
additional financing and there can be no assurance that such arrangements if
required or otherwise sought, would be available on terms commercially
acceptable or otherwise in the best interests of the Company. The inability of
the Company to borrow funds required to effect or facilitate a Merger, or to
provide funds for an additional infusion of capital into a Merger Target, may
have a material adverse effect on the Company's financial condition and future
prospects, including the ability to effect a Merger. To the extent that debt
financing ultimately proves to be available, any borrowings may subject the
Company to various risks traditionally associated with indebtedness, including
the risks of interest rate fluctuations and insufficiency of cash flow to pay
principal and interest. Furthermore, a Merger Target may have already incurred
debt financing and, therefore, all the risks inherent thereto.
Competition for Merger Opportunities
The Company is, and will continue to be, an insignificant participant in
the business of seeking a Merger with a Merger Target. The Company expects to
encounter intense competition from other entities having business objectives
similar to those of the Company. Many of these entities, including venture
capital partnerships and corporations, other blind pool companies, large
industrial and financial institutions, small business investment companies and
wealthy individuals, are well-established and have extensive experience in
connection with identifying and effecting Mergers directly or through
affiliates. Many of these competitors possess greater financial, technical,
human and other resources than the Company and there can be no assurance that
the Company will have the ability to compete successfully. The Company's
financial resources will be limited in comparison to those of many of its
competitors. This inherent competitive limitation may compel the Company to
select certain less attractive Merger prospects. There can be no assurance that
such prospects will permit the Company to achieve its stated business
objectives.
Equipment and Employees
The Company has no operating business and thus no equipment and no
employees, and the Company does not expect to acquire any equipment or
employees. The Company does not intend to develop its own operating business but
instead will seek to effect a Merger with a Merger Target.
Expenses for Fiscal Quarter Ended March 31, 2000
Net cash used in operating activities for the three months ended March
31, 2000 was $6,967 which was increased from $1,187 for the three months ended
March 31, 1999. The Company also incurred a liability in the amount of $98
during the quarter ended March 31, 2000. As a result, the Company's total
liabilities and stockholders' equity as of March 31, 2000 was reduced by $6,779
to $23,616, as compared to total liabilities and stockholders' equity of $30,395
at the fiscal year ended December 31, 1999.
Expenses of approximately $5,690 for the fiscal quarter ended March 31,
2000 resulted primarily from accounting/auditing, legal, and general
administrative expenses relating to the Company's annual public disclosure and
reporting requirements. The Company is seeking to reduce these ongoing expenses
by obtaining the agreement of certain of its professional service providers to
permit the Company to defer or forgo payment of the expense of their services in
exchange for securities of the Company. As discussed above, the Company will
incur substantial expenses, including expenses for professional and other
consulting services, when it seeks to negotiate and enter into a Merger.
10
PART II
OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
Exhibit No. Description
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27 Financial Data Scedule
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended March 31, 2000.
11
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
SPACIAL CORPORATION
Date: May 12, 2000 By /s/ James A. Prestiano
----------------------------
James A. Prestiano, President,
Secretary and Chief Financial
Officer
12