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: December 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
(Former name, former address and former fiscal 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: December 31, 2001 1,000,000
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.
(A Development Stage Company)
We have reviewed the accompanying balance sheets of Pear Network, Inc.
(a development stage company) as of December 31, 2001 and September 30, 2001,
and the related statements of operations and cash flows for the three month
periods ended December 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
January 15, 2002
PEAR NETWORK, INC.
(A Development Stage Company)
BALANCE SHEETS
December 31, September 30,
2001 2001
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Assets: $ - $ -
=============== ==============
Liabilities - Accounts Payable $ 575 $ 575
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Stockholders' Equity:
Preferred Stock - Series A, Par value
$.001 Authorized 5,000,000 shares,
Issued -0- Shares
at December 31, 2001 and September 30, 2001 - -
Preferred Stock - Series B, Par value $.001
Authorized 5,000,000 shares, Issued -0- Shares
at December 31, 2001 and September 30, 2001 - -
Common Stock, Par value $.001
Authorized 100,000,000 shares,
Issued 1,000,000 Shares at December 31, 2001
and September 30, 2001 1,000 1,000
Paid-In Capital 4,799 4,799
Retained Deficit (1,075) (1,075)
Deficit Accumulated During the
Development Stage (5,299) (5,299)
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Total Stockholders' Equity (575) (575)
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Total Liabilities and
Stockholders' Equity $ - $ -
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See accompanying notes and accountants' report.
PEAR NETWORK, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
Cumulative
since October
20, 1999
Inception
For the three months ended of
December 31, development
-------------------------------
2001 2000 stage
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Revenues: $ - $ - $ -
Expenses: - - 5,299
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Net Loss $ - $ - $ (5,299)
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Basic &
Diluted loss
per share $ - $ -
=============== ===============
See accompanying notes and accountants' report.
PEAR NETWORK, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
Cumulative
since October
20, 1999
For the three months ended Inception of
December 31, Development
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2001 2000 Stage
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CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Loss $ - $ - $ (5,299)
Increase (Decrease) in Accounts Payable - (319) 575
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Net Cash Used in operating activities - (319) (4,724)
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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 4,724
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Net Cash Provided by
Financing Activities - 319 4,724
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Net (Decrease) Increase in
Cash and Cash Equivalents - - -
Cash and Cash Equivalents
at Beginning of Period - - -
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Cash and Cash Equivalents
at End of Period $ - $ - $ -
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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.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED DECEMBER 31, 2001 AND 2000
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of accounting policies for Pear Network, 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 December 31, 2001 and for the
three 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 three
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.
Nature of Business
The Company has no products or services as of December 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 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
PEAR NETWORK, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED DECEMBER 31, 2001 AND 2000
(Continued)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
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
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(Numerator) (Denominator)
For the three months ended December 31, 2001
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Basic Loss per Share
Loss to common shareholders $ - 1,000,000 $ -
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For the three months ended December 31, 2000
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Basic Loss per Share
Loss to common shareholders $ - 1,000,000 $ -
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The effect of outstanding common stock equivalents would be
anti-dilutive for December 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.
NOTE 2 - INCOME TAXES
As of December 31, 2001, the Company had a net operating loss
carryforward for income tax reporting purposes of approximately $6,000 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.
PEAR NETWORK, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED DECEMBER 31, 2001 AND 2000
(Continued)
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 December 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.
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., 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
December 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
December 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 general and
administrative expenses for the three month period ended December 31, 2001 or
for the same period in 2000.
The Company recorded net loss of $0 for the three months ended December
31, 2001 and 2000.
Capital Resources and Liquidity
At December 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, 2001. The Company had a net working capital deficit of $575 at
December 31, 2001 and September 30, 2001.
Net stockholders' deficit in the Company was $575 as of December 31,
2001 and September 30, 2001.
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 (1)
3.2 Bylaws (1)
3.1 Amended Articles of Incorporation (1)
3.3 Amended Articles of Incorporation (2)
(b) Reports on Form 8-K. No reports on Form 8-K were filed during the period
covered by this Form 10-KSB.
(1) Incorporated herein by reference from Registrant's Form 10SB12G,
Registration Statement, dated December 27, 1999.
(2) Incorporated herein by reference from Registrant's Form 10QSB, March 31,
2001, dated January 30, 2002.
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 29th day of January, 2002.
Pear Network, Inc.
/s/ Daniel L. Hodges
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Daniel L. Hodges
President/CFO and Director
February 5, 2002