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: May 31, 2006
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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 000-32247
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1-900 Jackpot, Inc.
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(Exact name of small business issuer as
specified in its charter)
Nevada 98-0219399
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
17938-67 Avenue, Surrey, B.C. Canada V3S 8C3
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(Address of principal executive offices)
(520) 977-9654
Issuer's telephone number
(Former name, former address and former fiscal year, if changed since last
report.)
Indicate by check mark whether the registrant is a shell company(as defined by
Rule 12b-2 of the Exchange Act.) Yes X No____ ---------
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: May 31, 2006 14,168,935
Transitional Small Business Disclosure Format (check one).
Yes ; No X
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PART I
ITEM 1. FINANCIAL STATEMENTS
1-900 JACKPOT, INC.
(A Development Stage Company)
BALANCE SHEETS
(Unaudited)
May 31, August 31,
2006 2005
------------------- ------------------
Assets:
Current Assets
Cash & Cash Equivalents $ 853,785 $ -
Prepaid Expense 958 -
Available-for-Sale Marketable Security 643,548 -
------------------- ------------------
Total Current Assets 1,498,291 -
------------------- ------------------
Other Assets
Intangible Assets 10,000 -
------------------- ------------------
Total Assets $ 1,508,291 -
=================== ==================
Liabilities:
Current Liabilities $ 1,400 $ 457
------------------- ------------------
Total Liabilities 1,400 457
------------------- ------------------
Stockholders' Equity:
Preferred Stock, par value $0.001, Authorized 1,000,000 Shares, Issued 0 at
May 31, 2006 and
August 31, 2005 - -
Common Stock, Par value $0.001, Authorized 200,000,000
Shares, Issued 14,168,935 and 57,411 at May 31, 2006 and
August 31, 2005 14,169 58
Additional Paid-In Capital 4,646,246 2,916,249
Currency Translation Adjustment 6,250 6,250
Accumulated Comprehensive Income (37,734) -
Retained Deficit (5,912) (5,912)
Deficit Accumulated During the Development Stage (3,116,128) (2,917,102)
------------------- ------------------
Total Stockholders' Equity 1,506,891 (457)
------------------- ------------------
Total Liabilities and Stockholders' Equity $ 1,508,291 $ -
=================== ==================
See accompanying notes
1-900 JACKPOT, INC
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
Cumulative
since
September 1,
2001
For the three months ended For the nine months ended Inception of
May 31, May 31, Development
------------------------ ----------------------
2006 2005 2006 2005 Stage
------------- ---------- ------------ -------- ------------------
Revenues $ - $ - $ - $ - $ -
Expenses:
General & Administrative 52,766 - 216,766 - 217,223
------------- ---------- ------------ -------- ------------------
Net Income (Loss) from
Continued Operations (52,766) - (216,766) - (217,223)
Other Income (Expense)
Interest Income 14,519 - 14,519 - 14,519
Capital gain on sale of investment 3,221 - 3,221 - 3,221
------------- ---------- ------------ -------- ------------------
Total Other Income (Expense) 17,740 - 17,740 - 17,740
------------- ---------- ------------ -------- ------------------
Discontinued Operations
Loss on Sale of Subsidiary - - - - (2,916,645)
------------- ---------- ------------ -------- ------------------
Net Income (Loss) (35,026) - (199,026) - (3,116,128)
Other Comprehensive Income (Loss):
Unrealized Gain (Loss) on Available-for-Sale Securities (37,734) - (37,734) - (37,734)
------------- ---------- ------------ -------- ------------------
Total Other Comprehensive Income(Loss (37,734) - (37,734) - (37,734)
------------- ---------- ------------ -------- ------------------
Total Comprehensive Income(Loss) $ (72,760)$ - $ (236,760) $ - (3,153,862)
============= ========== ============ ======== ==================
Net Loss Available to Shareholder $ (35,026) - $ 199,026 -
Basic & Diluted Loss per Share $ (0.01) $ $ (0.10) $ -
============= ========== ============ ========
Weighted Average Shares Outstanding 3,565,077 57,411 2,019,622 57,411
============= ========== ============ ========
See accompanying notes
1-900 JACKPOT, INC
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
Cumulative
since
September 1,
2001
For the nine months ended Inception of
May 31, Development
--------------------------------------
2006 2005 Stage
------------------ ------------------- -------------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Loss $ (199,026)$ - $ (3,116,128)
(Increase)Decrease in Prepaid Expense (958) - (958)
Increase (Decrease) in Accounts Payable 943 - 1,400
Common Stock Issued for Services 150,000 - 150,000
Gain on Sale of Investments (3,221) - (3,221)
Net Loss From Discontinued Operations - - 2,916,645
------------------ ------------------- -------------------
Net Cash Used in Operating Activities (52,262) - (52,262)
------------------ ------------------- -------------------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Purchase of Available-for-Sale Securities (720,977) - (720,977)
Sale of Available-for-Sale Securities 42,915 - 42,915
------------------ ------------------- -------------------
Net Cash Provided by Investing Activities (678,062) - (678,062)
------------------ ------------------- -------------------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from Loans 1,584,108 - 1,584,108
------------------ ------------------- -------------------
Net Cash Provided by Financing Activities 1,584,108 - 1,584,108
------------------ ------------------- -------------------
Net (Decrease) Increase in
Cash and Cash Equivalents 853,784 - 853,784
Cash and Cash Equivalents
at Beginning of Period - - -
------------------ ------------------- -------------------
Cash and Cash Equivalents
at End of Period $ 853,784 $ $ 853,784
================== =================== ===================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest $ - $ - $ -
Franchise and Income Taxes $ - $ - $ -
1-900 JACKPOT, INC
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Continued)
(Unaudited)
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES:
Converted Loan Payable to Common Stock $ 1,584,108 $ - $ 1,584,108
Issued Common Stock for Intangible Asset $ 10,000 $ - $ 10,000
See accompanying notes
1-900 JACKPOT, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED MAY 31, 2006 and 2005
(Unaudited)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of accounting policies for 1-900 Jackpot, Inc. (Formerly
Pultronex Corporation) (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.
Going Concern
The accompanying financial statements have been prepared on the basis
of accounting principles applicable to a "going concern", which assume that the
Company will continue in operation for at least one year and will be able to
realize its assets and discharge its liabilities in the normal course of
operations.
Several conditions and events cast doubt about the Company's ability to
continue as a "going concern". The Company had a wholly owned operating
subsidiary that has now been abandoned because of recurring losses. The Company
has had an ongoing liquidity problem, and requires additional financing in order
to finance its business activities on an ongoing basis. The Company is actively
pursuing alternative financing and has had discussions with various third
parties, although no firm commitments have been obtained. In the interim,
shareholders of the Company have committed to meeting its minimal operating
expenses.
The Company's future capital requirements will depend on numerous
factors including, but not limited to, the Company receiving continued financial
support, completing public equity financing, or generating profitable operations
in the future.
These financial statements do not reflect adjustments that would be
necessary if the Company were unable to continue as a "going concern". While
management believes that the actions already taken or planned, will mitigate the
adverse conditions and events which raise doubt about the validity of the "going
concern" assumption used in preparing these financial statements, there can be
no assurance that these actions will be successful.
If the Company were unable to continue as a "going concern", then
substantial adjustments would be necessary to the carrying values of assets, the
reported amounts of its liabilities, the reported expenses, and the balance
sheet classifications used.
1-900 JACKPOT, INC
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED MAY 31, 2006 and 2005
(Unaudited)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Interim Reporting
The unaudited financial statements as of May 31, 2006 and for the three
and nine 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 and
nine 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 Nevada on
August 20, 1999. On August 20, 1999, the shareholders of the Company entered
into an agreement to transfer all of their shares in Pultronex Corporation of
Alberta to Pultronex Corporation of Nevada in exchange for shares of Pultronex
Corporation of Nevada. As a result of that exchange, Pultronex Corporation of
Alberta became a wholly owned subsidiary of Pultronex Corporation of Nevada. For
financial statement purposes, the Company considered to be a continuation of
Pultronex Corporation of Alberta. Therefore, the financial statement for the
period ended August 31, 1999 include the results of operations of Pultronex
Corporation of Alberta from the beginning of the period. Comparative figures for
the period ended December 31, 1998 are those of Pultronex Corporation of Alberta
from April 2, 1998, the date it commenced operations. Subsequently, on September
1, 2001, the Company disposed of Pultronex Corporation of Alberta and reentered
the development stage.
On July 12, 2005, Pultronex Corporation changed its name to 1-900
Jackpot, Inc.
Nature of Business
The Company has no products or services as of May 31, 2006. 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.
The Company has acquired certain Intellectual Lottery Product assets
from Umbrella Management. The Company intends to license these products to
various government-run lotteries and private and public companies that are
seeking new products for their operations.
1-900 JACKPOT, INC.
(A Development Stage Company)
FOR THE NINE MONTHS ENDED MAY 31, 2006 and 2005
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
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.
Loss per Share
Basic earnings (loss) per share has been computed by dividing the
income (loss) for the year applicable to the common stockholders by the weighted
average number of common shares outstanding during the years. The effects of
common stock equivalents are anti-dilutive and thus are not considered.
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 results could differ from those estimates.
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.
Foreign Currency Translation
The Company's functional currency is the Canadian dollar and the
reporting currency is the U.S. dollar. Monetary assets and liabilities resulting
from transactions with foreign suppliers and customers are translated at year
end exchange rates while income and expense accounts are translated at average
rates in effect during the year. Gains and losses on translations are included
in income.
Reclassifications
Certain reclassifications have been made in the 2005 financial
statements to conform with the 2006 presentation.
1-900 JACKPOT, INC.
(A Development Stage Company)
FOR THE NINE MONTHS ENDED MAY 31, 2006 and 2005
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Income Taxes
The Company has a net operating loss for income taxes. Due to the
regulatory limitation in utilizing the loss, it is uncertain whether the Company
will be able to realize a benefit from theses losses. Therefore, a deferred tax
asset has not been recorded. There are no significant tax differences requiring
deferral.
Stock Based Compensation
In October 1995, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 123, "Accounting for Stock-based
Compensation," (SFAS 123), which is effective for periods beginning after
December 15, 1995. SFAS 123 requires that companies either recognize
compensation expense for grants of stock, stock options, and other equity
instruments based on fair value or provide pro-forma disclosure of the effect on
net income and earnings per share in the Notes to the Financial Statements. The
Company has adopted SFAS 123 in accounting for stock-based compensation.
NOTE 2 - INCOME TAXES
As of August 31, 2005, the Company had a net operating loss
carryforward for income tax reporting purposes of approximately $2,916,645 that
may be offset against future taxable income through 2025. 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.
1-900 JACKPOT, INC.
(A Development Stage Company)
FOR THE NINE MONTHS ENDED MAY 31, 2006 and 2005
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE 4 - COMMITMENTS
As of May 31, 2006, 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- COMMON STOCK TRANSACTIONS
On November 16, 2005, the company issued 2,027,027 shares of common
stock to Fletcher & Associates for legal services of $150,000. The cost of
$150,000 for services has been charged to general and administrative expenses.
On February 10, 2006 the Board of Directors authorized a 1-for-74
reverse split of all of the issued and outstanding shares of common stock. The
stock split decreased the number of outstanding common shares from 154,248,115
to 2,084,491 as of February 28, 2006. All references to the company's common
stock in the financial statements have been restated to reflect the stock split.
On March 21, 2006 the Company acquired certain Intellectual Lottery
Product assets for $10,000 from Umbrella Assets Management Inc, in exchange of
the issuance of 10,000,000 shares of common stock..
On March 27, 2006 the Company issued 2,084,444 common shares to
Umbrella Management Inc. In exchange for converting a loan of $1,548,108.
NOTE 6- INVESTMENTS
Available-for-Sale Securities
The Company's securities investment that are bought are held for an
indefinite period of time and are classified as available-for-sale securities.
Available securities are recorded at fair value on the balance sheet in current
assets, with the change in fair value during the period excluded from earnings
and recorded net of tax as a component of other comprehensive income. As of May
31, 2006, the securities had a fair market value of $643,548. An unrealized loss
of $37,734 has been recorded in comprehensive income for the three and nine
months ended May 31, 2006.
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.
Background and Overview
On February 12, 2002, the Company entered into an agreement to sell the
business of its Canadian operating subsidiary to an unrelated third party. The
sale agreement included substantially all assets and operations of the
consolidated entity with the exception of cash, accounts receivable and raw
materials inventory. Gross proceeds from the sale were approximately $420,000
(CAN$650,000). As the sale included substantially all assets and operations of
the business as described in note 3, the Company effectively discontinued
operations on February 12, 2002. Net proceeds from the sale and from the
realization of the remaining assets of the subsidiary will be distributed to the
primary lender per the terms of the sale agreement and the general security
agreement described in note 9. Management is uncertain whether sufficient
proceeds will be realized to satisfy all other obligations of the subsidiary.
As a consequence of the above agreement, management has abandoned the
operations of the subsidiary company (Pultronex Corporation of Alberta) and has
finalized an orderly wind-up of the affairs of the subsidiary and the parent
company (1-900 Jackpot, Inc. (formerly Pultronex Corporation) of Nevada) has
become totally inactive.
All subsequent filings of the company (1-900 Jackpot, Inc. (formerly
Pultronex Corporation) of Nevada) will reflect the fact the subsidiary company
(Pultronex Corporation of Alberta) has been abandoned and the financial results
of the subsidiary shall be longer be consolidated into the financial statements
of the reporting entity (1-900 Jackpot, Inc. (formerly Pultronex Corporation) of
Nevada).
PLAN OF OPERATIONS
As used herein the term "Company" refers to 1-900 Jackpot, Inc.
(formerly Pultronex Corporation), a Nevada 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.
During the current quarter, the Company acquired certain Intellectual
Lottery Products assets. The Company intends to license these products to
various government-run lotteries and private and public companies that are
seeking new products for their operations.
The Company had no sales or sales revenues for the three and nine
months ended May 31, 2006 or 2005 because it is a shell company that has not had
any business operations.
The Company had no costs of sales revenues for the three and nine
months ended May 31, 2006 or 2005 because it is a shell company that has not had
any business operations and the plan for licensing the newly acquired Lottery
Product assets is currently being developed. The Company had general and
administrative expenses of $52,766 and $216,766 for the three and nine month
period ended May 31, 2006 and $0 for the same period in 2005.
CAPITAL RESOURCES AND LIQUIDITY
At May 31, 2006, the Company had total current assets of $1,498,291 and
total assets of $1,508,291 as compared to $0 current assets and $0 total assets
at August 31, 2005. The Company had a net working capital deficit of
$1,496,891at May 31, 2006 and $(457) at August 31, 2005. Net stockholders'
equity in the Company was $1,506,891 as of May 31, 2006 and $(457) at August 31,
2005.
ITEM 3. CONTROLS AND PROCEDURES
The Company's Chief Executive Officer and Chief Financial Officer are
responsible forestablishing and maintaining disclosure controls and procedures
for the company.
(a) Evaluation of Disclosure Controls and Procedures
As of the end of the reporting period covered by this report,
the company carried out an evaluation, under the supervision of the
participation of the Company's management, including the Company's President, of
the effectiveness of the design and operation of the Company's disclosure
controls and procedures pursuant to Rule 13a-15 under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). Based upon the evaluation, the
Company's President concluded that, as of the end of the period, the Company's
disclosure controls and procedures were effective in timely alerting him to
material information relating to the Company required to be included in the
reports that the Company files and submits pursuant to the Exchange Act.
(b) Changes in Internal Control
Based on his evaluation as of May 31, 2006, there were no
significant changes in the Company's internal control over financial reporting
or any other areas that could significantly affect the Company's internal
control subsequent to the date of his most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
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
On August 20, 1999, the shareholders of the Company entered into an
agreement to transfer all of their shares in Pultronex Corporation of Alberta to
Pultronex Corporation of Nevada in exchange for shares of Pultronex Corporation
of Nevada. As a result of that exchange, Pultronex Corporation of Alberta became
a wholly owned subsidiary of Pultronex Corporation of Nevada. Subsequently, on
September 1, 2001, the Company disposed of Pultronex Corporation of Alberta and
reentered the development stage.
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
3.1 Articles of Incorporation (1)
3.2 Bylaws (1)
31.1 Certification Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
31.2 Certification Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
32.1 Certification Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
32.2 Certification Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
(b) Reports on Form 8-K. No reports on Form 8-K were filed during the
period covered by this Form 10-QSB.
(1) Incorporated herein by reference from Registrant's Form SB-2,
Registration Statement, dated February 22, 2000.
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.
1-900 JACKPOT, INC.
July 14, 2006
/s/ Brian Fisher
Brian Fisher
President and Director
(Principal Executive Officer)
/s/ Joseph Batty
Joseph Batty
Chief Financial Officer, Secretary and Director
(Principal Financial Officer)