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: March 31, 2001
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[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT
For the transition period from to
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Commission file number 000-28673
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Pear Network, Inc.
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(Exact name of small business issuer as
specified in its charter)
Wyoming 86-0970004
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(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
11601 East Lusitano Place, Tucson, Arizona, 85748
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(Address of principal executive offices)
(520) 731-9890
Issuer's telephone number
Valuable Ventures, Inc., 10130 East Winding Trail, Tucson, Arizona 84749
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(Former name, former address and year, if changed since last report.)
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDING DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court. Yes ----- No -----
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practical date: March 31, 2001 1,000,000
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Transitional Small Business Disclosure Format (check one).
Yes ; No X
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PART I
Item 1. Financial Statements
INDEPENDENT ACCOUNTANT'S REPORT
Pear Network, Inc.
(formerly known as Valuable Ventures, Inc.)
(A Development Stage Company)
We have reviewed the accompanying balance sheets of Pear Network, Inc.
(formerly known as Valuable Ventures, Inc.) (a development stage company) as of
March 31, 2001 and September 30, 2000, and the related statements of operations
for the three and six months ended March 31, 2001 and 2000, and cash flows for
the six months ended March 31, 2001 and 2000. These financial statements are the
responsibility of the Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statement taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the accompanying financial statements for them to be in
conformity with generally accepted accounting principles.
Respectfully submitted
/S/ ROBISON, HILL & CO.
Certified Public Accountants
Salt Lake City, Utah
July 27, 2001
PEAR NETWORK, INC.
(formerly known as Valuable Ventures, Inc.)
(A Development Stage Company)
BALANCE SHEETS
March 31, September 30,
2001 2000
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Assets: $ - $ -
=============== ==============
Liabilities - Accounts Payable $ 1,600 $ 319
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Stockholders' Equity:
Preferred Stock - Series A, Par value
$.001 Authorized 5,000,000 shares,
Issued -0- Shares
at March 31, 2001 and September 30, 2000 - -
Preferred Stock - Series B, Par value $.001
Authorized 5,000,000 shares, Issued -0- Shares
at March 31, 2001 and September 30, 2000 - -
Common Stock, Par value $.001
Authorized 100,000,000 shares,
Issued 1,000,000 Shares at March 31, 2001
and September 30, 2000 1,000 1,000
Paid-In Capital 3,118 2,799
Retained Deficit (1,075) (1,075)
Deficit Accumulated During the
Development Stage (4,643) (3,043)
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Total Stockholders' Equity (1,600) (319)
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Total Liabilities and
Stockholders' Equity $ - $ -
=============== ==============
See accompanying notes and accountants' report.
PEAR NETWORK, INC.
(formerly known as Valuable Ventures, Inc.)
(A Development Stage Company)
STATEMENTS OF OPERATIONS
Cumulative
since October
20, 1999
Inception
For the three months ended For the six months ended of
March 31, March 31, development
------------------------------ -------------------------------
2001 2000 2001 2000 stage
-------------- -------------- --------------- --------------- --------------
Revenues: $ - $ - $ - $ - $ -
Expenses: 1,600 880 1,600 880 4,643
-------------- -------------- --------------- --------------- --------------
Net Loss $ (1,600) $ (880) $ (1,600)$ (880) $ (4,643)
============== ============== =============== =============== ==============
Basic &
Diluted loss
per share $ - $ - $ - $ -
============== ============== =============== ===============
See accompanying notes and accountants' report.
PEAR NETWORK, INC.
(formerly known as Valuable Ventures, Inc.)
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
Cumulative
since October
20, 1999
For the six months ended Inception of
March 31, Development
-------------------------------
2001 2000 Stage
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CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Loss $ (1,600)$ (880) $ (4,643)
Increase (Decrease) in Accounts Payable 1,281 - 1,600
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Net Cash Used in operating activities (319) (880) (3,043)
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CASH FLOWS FROM INVESTING
ACTIVITIES:
Net cash provided by investing activities - - -
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CASH FLOWS FROM FINANCING
ACTIVITIES:
Capital contributed by shareholder 319 880 3,043
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Net Cash Provided by
Financing Activities 319 880 3,043
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Net (Decrease) Increase in
Cash and Cash Equivalents - - -
Cash and Cash Equivalents
at Beginning of Period - - -
--------------- --------------- --------------
Cash and Cash Equivalents
at End of Period $ - $ - $ -
=============== =============== ==============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest $ - $ - $ -
Franchise and income taxes $ - $ - $ 25
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES: None
See accompanying notes and accountants' report.
PEAR NETWORK, INC.
(formerly known as Valuable Ventures, Inc.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED MARCH 31, 2001 AND 2000
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of accounting policies for Pear Network, Inc. (formerly
known as Valuable Ventures, Inc.) (a development stage company) is presented to
assist in understanding the Company's financial statements. The accounting
policies conform to generally accepted accounting principles and have been
consistently applied in the preparation of the financial statements.
Interim Reporting
The unaudited financial statements as of March 31, 2001 and for the six
month period then ended reflect, in the opinion of management, all adjustments
(which include only normal recurring adjustments) necessary to fairly state the
financial position and results of operations for the six months. Operating
results for interim periods are not necessarily indicative of the results which
can be expected for full years.
Organization and Basis of Presentation
The Company was incorporated under the laws of the State of Wyoming on
February 27, 1997. The Company ceased all operating activities during the period
from February 27, 1997 to October 20, 1999 and was considered dormant. Since
October 20, 1999, the Company is in the development stage, and has not commenced
planned principal operations. On March 26, 2001, the Company changed its name to
Pear Network, Inc.
Nature of Business
The Company has no products or services as of March 31, 2001. The
Company was organized as a vehicle to seek merger or acquisition candidates. The
Company intends to acquire interests in various business opportunities, which in
the opinion of management will provide a profit to the Company.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments purchased with a maturity of three months or less
to be cash equivalents to the extent the funds are not being held for investment
purposes.
Pervasiveness of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles required management to make estimates and
assumptions that affect the reported amounts
PEAR NETWORK, INC.
(formerly known as Valuable Ventures, Inc.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED MARCH 31, 2001 AND 2000
(Continued)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
Loss per Share
The reconciliations of the numerators and denominators of the basic loss
per share computations are as follows:
Per-Share
Income Shares Amount
------ ------ ------
(Numerator) (Denominator)
For the three months ended March 31, 2001
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Basic Loss per Share
Loss to common shareholders $ (1,600) 1,000,000 $ -
=============== =============== ==============
For the three months ended March 31, 2000
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Basic Loss per Share
Loss to common shareholders $ (880) 1,000,000 $ -
=============== =============== ==============
For the six months ended March 31, 2001
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Basic Loss per Share
Loss to common shareholders $ (1,600) 1,000,000 $ -
=============== =============== ==============
For the six months ended March 31, 2000
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Basic Loss per Share
Loss to common shareholders $ (880) 1,000,000 $ -
=============== =============== ==============
The effect of outstanding common stock equivalents would be
anti-dilutive for March 31, 2001 and 2000 and are thus not considered.
Concentration of Credit Risk
The Company has no significant off-balance-sheet concentrations of
credit risk such as foreign exchange contracts, options contracts or other
foreign hedging arrangements.
PEAR NETWORK, INC.
(formerly known as Valuable Ventures, Inc.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED MARCH 31, 2001 AND 2000
(Continued)
NOTE 2 - INCOME TAXES
As of March 31, 2001, the Company had a net operating loss carryforward
for income tax reporting purposes of approximately $5,600 that may be offset
against future taxable income through 2021. Current tax laws limit the amount of
loss available to be offset against future taxable income when a substantial
change in ownership occurs. Therefore, the amount available to offset future
taxable income may be limited. No tax benefit has been reported in the financial
statements, because the Company believes there is a 50% or greater chance the
carryforwards will expire unused. Accordingly, the potential tax benefits of the
loss carryforwards are offset by a valuation allowance of the same amount.
NOTE 3 - DEVELOPMENT STAGE COMPANY
The Company has not begun principal operations and as is common with a
development stage company, the Company has had recurring losses during its
development stage.
NOTE 4 - COMMITMENTS
As of March 31, 2001 all activities of the Company have been conducted
by corporate officers from either their homes or business offices. Currently,
there are no outstanding debts owed by the company for the use of these
facilities and there are no commitments for future use of the facilities.
NOTE 5 - PREFERRED STOCK
On March 26, 2001, the Company authorized five million shares of
Preferred Series A Stock, par value $.001, and five million shares of Preferred
Series B Stock, par value $.001.
Item 2. Management's Discussion and Analysis or Plan of Operation
This Quarterly Report contains certain forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, which are
intended to be covered by the safe harbors created thereby. Investors are
cautioned that all forward-looking statements involve risks and uncertainty,
including without limitation, the ability of the Company to continue its
expansion strategy, changes in costs of raw materials, labor, and employee
benefits, as well as general market conditions, competition and pricing.
Although the Company believes that the assumptions underlying the
forward-looking
statements contained herein are reasonable, any of the assumptions could be
inaccurate, and therefore, there can be no assurance that the forward-looking
statements included in this Quarterly Report will prove to be accurate. In light
of the significant uncertainties inherent in the forward- looking statements
included herein, the inclusion of such information should not be regarded as a
presentation by the Company or any other person that the objectives and plans of
the Company will be achieved.
As used herein the term "Company" refers to Pear Network, Inc. (formerly
known as Valuable Ventures, Inc.), a Wyoming corporation and its predecessors,
unless the context indicates otherwise. The Company is currently a shell company
whose purpose is to acquire operations through an acquisition or merger or to
begin its own start-up business.
The Company is in the process of attempting to identify and acquire a
favorable business opportunity. The Company has reviewed and evaluated a number
of business ventures for possible acquisition or participation by the Company.
The Company has not entered into any agreement, nor does it have any commitment
or understanding to enter into or become engaged in a transaction as of the date
of this filing. The Company continues to investigate, review, and evaluate
business opportunities as they become available and will seek to acquire or
become engaged in business opportunities at such time as specific opportunities
warrant.
Results of Operations
The Company had no sales or sales revenues for the three months ended
March 31, 2001 or 2000 because it is a shell company that has not had any
business operations for the past three years.
The Company had no costs of sales revenues for the three months ended
March 31, 2001 or 2000 because it is a shell company that has not had any
business operations for the past three years. The Company had general and
administrative expenses of $1,600 for the three month period ended March 31,
2001 and $880 for the same period in 2000.
The Company recorded net loss of $1,600 for the three months ended March
31, 2001 and $880 for the same period in 2000.
Capital Resources and Liquidity
At March 31, 2001, the Company had total current assets of $0 and total
assets of $0 as compared to $0 current assets and $0 total assets at September
30, 2000. The Company had a net working capital deficit of $1,600 and $319 at
March 31, 2001 and September 30, 2000.
Net stockholders' deficit in the Company was $1,600 and $319 as of March
31, 2001 and September 30, 2000.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None/Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
None/Not Applicable.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
The following documents are filed herewith or have been included as
exhibits to previous filings with the Commission and are incorporated herein by
this reference:
Exhibit No. Exhibit
*3 Articles of Incorporation
*3.2 Bylaws
*3.1 Amended Articles of Incorporation
3.3 Amended Articles of Incorporation
(b) Reports on Form 8-K. No reports on Form 8-K were filed during the
period covered by this Form 10-KSB.
* Incorporated herein by reference from Registrant's Form 10SB12G,
Registration Statement, dated December 27, 1999.
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, this 17th day of January, 2002.
Pear Network, Inc.
(formerly known as Valuable Ventures, Inc.)
/s/ Daniel L. Hodges
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Daniel L. Hodges
President/CFO and Director
January 30, 2002