UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002
MAS ACQUISITION XIX CORP.
(Name of Small Business Issuer in its charter)
Indiana 35-2082971
(State or other jurisdiction) (I.R.S. incorporation or organization
Employer Identification Number)
2963 Gulf to Bay Blvd., Suite 265, Clearwater, Florida 33759
(Address of principal executive offices and zip code)
1710 E. Division Street, Evansville, Indiana 47711
(Former address of principal executive offices and zip code)
Registrant's telephone number, including area code:
(727) 669-7781
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. YES [X] NO [ ]
As of March 31, 2002, the Registrant has 1,000 shares of common stock
outstanding.
Transitional Small Business Disclosure Format. Yes [ ] No [X]
TABLE OF CONTENTS
PAGE
PART I. FINANCIAL INFORMATION.............................................. 3
ITEM I. FINANCIAL STATEMENTS.......................................... 4
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATION..........................................11
PART II. OTHER INFORMATION.................................................12
ITEM 5. OTHER INFORMATION.............................................12
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K..............................12
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MAS ACQUISITION XIX CORP.
(A DEVELOPMENT STAGE CORPORATION)
FINANCIAL STATEMENTS
FOR THE QUARTERLY PERIOD
MARCH 31, 2002
3
MAS ACQUISITION XIX CORP.
(A DEVELOPMENT STAGE CORPORATION)
TABLE OF CONTENTS
MARCH 31, 2002 AND 2001
Page(s)
Financial Statements:
Balance Sheets (Unaudited) 5
Statements of Operations (Unaudited) 6
Statements of Cash Flows (Unaudited) 7
Notes to Financial Statements (Unaudited) 8-10
4
MAS ACQUISITION XIX CORP.
(A DEVELOPMENT STAGE CORPORATION)
BALANCE SHEETS (UNAUDITED)
MARCH 31, 2002 AND 2001
MARCH 31, MARCH 31,
2002 2001
--------- ---------
ASSETS
Organization costs,
net of accumulated amortization $ - $ 11
========= =========
STOCKHOLDERS' EQUITY
Preferred stock, $.001 par value,
20,000,000 shares authorized,
none issued or outstanding $ - $ -
Common stock, $.001 par value,
8,000,000 shares authorized,
1,000 shares issued and outstanding 111 111
Accumulated deficit (111) (100)
--------- ---------
TOTAL STOCKHOLDERS' EQUITY $ - $ 11
========= =========
See notes to the financial statements.
5
MAS ACQUISITION XIX CORP.
(A DEVELOPMENT STAGE CORPORATION)
STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE NINE MONTHS ENDED MARCH 31, 2002 AND 2001
MARCH 31, MARCH 31,
2002 2001
--------- ---------
REVENUE $ - $ -
--------- ---------
EXPENSES
Amortization - 10
--------- ---------
TOTAL EXPENSES - 10
--------- ---------
NET LOSS - (10)
ACCUMULATED DEFICIT - BEGINNING OF PERIOD (111) (90)
--------- ---------
ACCUMULATED DEFICIT - END OF PERIOD $ (111) $ (100)
========= =========
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING 1,000 1,000
========= =========
BASIC AND DILUTED LOSS PER SHARE $ - $ -
========= =========
See notes to the financial statements.
6
MAS ACQUISITION XIX CORP.
(A DEVELOPMENT STAGE CORPORATION)
STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE NINE MONTHS ENDED MARCH 31, 2002 AND 2001
MARCH 31, MARCH 31,
2002 2001
--------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ - $ (10)
Adjustments to reconcile net loss to
net cash provided by (used in)
operating activities:
Amortization - 10
--------- ---------
NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES - -
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES: - -
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES: - -
--------- ---------
NET CHANGE IN CASH
AND CASH EQUIVALENTS - -
CASH - BEGINNING OF PERIOD - -
--------- ---------
CASH - END OF PERIOD $ - $ -
========= =========
See notes to financial statements.
7
MAS ACQUISITION XIX CORP.
(A DEVELOPMENT STAGE CORPORATION)
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
MARCH 31, 2002 AND 2001
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
- ------------
The Company was incorporated on January 6, 1997, in the State of Indiana. The
Company is in the development stage and its intent is to locate suitable
business ventures to acquire. The Company has had no significant business
activity to date and has chosen June 30 as a year end.
CASH AND CASH EQUIVALENTS
- -------------------------
For the purposes of the statements of cash flows, the Company considers all
highly liquid debt instruments purchased with a maturing of three months or less
to be cash equivalents.
INTANGIBLE ASSETS
- -----------------
The cost of intangible assets is amortized using the straight-line method over
the estimated useful economic life (five years for organization costs). They are
stated at cost less accumulated amortization. The Company reviews for the
impairment of long-lived assets and certain identifiable intangibles whenever
events or changes in circumstances indicate that the carrying value of the asset
may not be recoverable. An impairment loss would be recognized when estimated
future cash flows expected to result from the use of the asset and its eventual
disposition is less than its carrying amount. No such impairment losses have
been identified in the periods presented.
NET LOSS PER SHARE
- ------------------
Basic loss per share is computed by dividing the net loss for the period by the
weighted average number of common shares outstanding for the period.
USE OF ESTIMATES
- ----------------
Management uses estimates and assumptions in preparing financial statements in
accordance with generally accepted accounting principles. These estimates and
assumptions affect the reported amount of assets and liabilities, the disclosure
of contingent assets and liabilities, and the reported revenues and expenses.
Actual results could vary from the estimates that were used.
8
MAS ACQUISITION XIX CORP.
(A DEVELOPMENT STAGE CORPORATION)
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
MARCH 31, 2002 AND 2001
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INCOME TAXES
- ------------
Deferred income taxes may arise from temporary differences resulting from income
and expense items reported for financial reporting and tax purposes in different
periods. Deferred taxes are classified as current or non-current, depending on
the classifications of the assets and liabilities to which they relate. Deferred
taxes arising from temporary differences that are not related to an asset or
liability are classified as current or non-current depending on the periods in
which the temporary differences are expected to reverse.
NOTE 2- STOCKHOLDERS' EQUITY
At inception the Company issued 8,500,000 shares of its $.001 par value common
stock to an officer as reimbursement of organization costs paid by the officer.
Fair value used for this transaction of $90 is based upon the actual cost of
incorporation.
During January, 1997 the Company issued 500 shares of its $.001 par value common
stock to directors as compensation valued at $1.
During March, 1997 the Company issued 7,750 shares of its common stock to
foreign citizens as a gift with an aggregate fair value of $8.
During September, 1998 the Company issued 750 shares of its $.001 par value
common stock to directors as compensation valued at $1.
During September, 1998 the Company issued 10,800 shares of its common stock to
foreign citizens as a gift with an aggregate fair value of $11.
During October, 1999 the Company issued 100 shares of its common stock to one
individual with an aggregate fair value of $0.
On March 3, 2000 the Company entered into an exchange agreement and was acquired
by Pinnacle Business Management, Inc. (PCBM). Subsequent to entering into the
exchange agreement, the Company declared a reverse stock split, effectively
reducing the outstanding shares to 1,000.
9
MAS ACQUISITION XIX CORP.
(A DEVELOPMENT STAGE CORPORATION)
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
MARCH 31, 2002 AND 2001
NOTE 3- LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 2002 and 2001 the Company had no cash or capital reserves.
NOTE 4 - INCOME TAXES
There is no provision for income taxes at March 31, 2002 or 2001. The Company
has a small net operating loss which expires thru 2013.
10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Management's discussion is based on an analysis of the financial statements for
the nine months ended March 31, 2002. A comparison is made to the corresponding
financial period of the prior year. The Company became a reporting entity in
August 1999, and had limited operation in 1999. Pinnacle Business Management,
Inc., acquired the Company on March 3, 2000. The Company's audited June 30, 2001
financial statements are included in the company's Form 10-KSB, filed September
28, 2001.
PAST AND FUTURE FINANCIAL CONDITION
The Company is in the development stage. It has had no significant business
activity since inception. The Company's purpose is to seek, investigate, and if
such investigation warrants, acquire an interest in business opportunities
presented to it by persons or entities who seek the perceived advantages of an
Exchange Act registered corporation. The Company has no assets or liabilities as
of March 31, 2002.
RESULTS OF OPERATIONS
The Company had no revenues or expenses for the nine months ended March 31,
2002.
LIQUIDITY
The Company has no capital with which to acquire a business opportunity.
Management does not foresee, however, the Company incurring any significant
expenses during the next twelve months. Management expects to incur small loans
to provide the money necessary for operational expenses.
The owners of the business opportunities may, however, incur significant legal
and accounting costs in connection with acquisition of a publicly registered
company, including the costs of preparing Forms 8-K, 10-K or 10-KSB, agreements
and related reports and documents.
11
PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION.
The Company remains inactive. There have been no other corporate changes for the
period ended March 31, 2002.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(b). There were no Forms 8-K filed, and none were required to be filed, for the
period ended March 31, 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.
MAS ACQUISITION XIX CORP.
Date: May 13, 2002
By: /s/ Jeffrey G. Turino
------------------------------------------
Jeffrey G. Turino, Chief Executive Officer
/s/ Michael B. Hall
------------------------------------------
Michael B. Hall, President and Director
12