SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
Quarterly report under Section 13 or 15 (d) of the
Securities Exchange Act of 1934
For the quarterly period ended September 30, 2001
Commission File number: 000-33123
VISIONS IN GLASS, INC.
(Name of Small Business Issuer in its Charter)
1198 Via Fresno, Cathedral City, CA 92234
(Address of Principal Executive Offices including zip code)
(760) 324-8517
(Issuer's Telephone Number, Including Area Code)
Not Applicable
(Former Name, Former Address and Former Fiscal Year,
if changed since last report)
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) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]
There were 5,293,000 shares of Common stock outstanding as of September 30,
2001.
1. FINANCIAL STATEMENTS
VISIONS IN GLASS, INC.
(A Development Stage Company)
Balance Sheets
NINE MONTHS
ENDED YEAR ENDED
SEPTEMBER 30, DECEMBER 31,
2001 2000
------- -------
ASSETS
CURRENT ASSETS
Cash $ 9,896 $ 6,628
------- -------
TOTAL CURRENT ASSETS 9,896 6,628
------- -------
TOTAL ASSETS $ 9,896 $ 6,628
======= =======
LIABILITIES & STOCKHOLDERS' EQUITY
TOTAL LIABILITIES $ 0 $ 0
STOCKHOLDERS' EQUITY
Common stock $.0001 par value authorized (80,000,000 shares
authorized; 5,293,000 shares issued and outstanding as of
September 30, 2001 and December 31, 2000, respectively.) 529 529
Additional paid-in capital 9,071 9,071
Retained earnings 296 (2,972)
------- -------
TOTAL STOCKHOLDERS' EQUITY 9,896 6,628
------- -------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 9,896 $ 6,628
======= =======
See Notes to Financial Statements
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VISIONS IN GLASS, INC.
(A Development Stage Company)
Statements of Operations
JUNE 23, 1999
(INCEPTION)
NINE MONTHS ENDED SEPTEMBER 30, THREE MONTHS ENDED SEPTEMBER 30, THROUGH
------------------------------- -------------------------------- SEPTEMBER 30,
2001 2000 2001 2000 2001
----------- ----------- ----------- ----------- -----------
REVENUES
Revenues $ 6,149 $ 0 $ 0 $ 0 $ 6,149
---------- ---------- ---------- ---------- --------
TOTAL REVENUES 6,149 0 0 0 6,149
GENERAL & ADMINISTRATIVE EXPENSES 2,881 2,056 1,455 408 5,853
---------- ---------- ---------- ---------- --------
TOTAL GENERAL & ADMINISTRATIVE EXPENSES 2,881 2,056 1,455 408 5,853
---------- ---------- ---------- ---------- --------
NET INCOME/(LOSS) $ 3,268 $ (2,056) $ (1,455) $ (408) $ 296
========== ========== ========== ========== ========
BASIC EARNINGS/(LOSS) PER SHARE $ 0.00 $ (0.00) $ (0.00) $ (0.00)
========== ========== ========== ==========
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING 5,293,000 5,284,493 5,293,000 5,293,000
========== ========== ========== ==========
See Notes to Financial Statements
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VISIONS IN GLASS, INC.
(A Development Stage Company)
Statement of Changes in Stockholders' Equity
From June 23, 1999 (Inception) Through September 30, 2001
COMMON ADDITIONAL
COMMON STOCK PAID-IN RETAINED
STOCK AMOUNT CAPITAL EARNINGS TOTAL
---------- ---------- ---------- ---------- ----------
Beginning Balance, June 23, 1999 0 $ 0 $ 0 $ 0 $ 0
Stock issued for cash on June 24, 1999
@ $0.0002 per share 5,000,000 500 500 1,000
Stock issued for cash on June 24, 1999
@ $0.01 per share 230,000 23 2,277 2,300
Net loss, December 31, 1999 0 0
---------- ---------- ---------- ---------- ----------
BALANCE, DECEMBER 31, 1999 5,230,000 523 2,777 0 3,300
========== ========== ========== ========== ==========
Stock issued for cash on February 7, 2000
@ $0.10 per share 63,000 6 6,294 6,300
Net loss, December 31, 2000 (2,972) (2,972)
---------- ---------- ---------- ---------- ----------
BALANCE, DECEMBER 31, 2000 5,293,000 529 9,071 (2,972) 6,628
========== ========== ========== ========== ==========
Net income, September 30, 2001 3,268 3,268
---------- ---------- ---------- ---------- ----------
BALANCE, SEPTEMBER 30, 2001 5,293,000 $ 529 $ 9,071 $ 296 $ 9,896
========== ========== ========== ========== ==========
See Notes to Financial Statements
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VISIONS IN GLASS, INC.
(A Development Stage Company)
Statements of Cash Flows
(INCEPTION)
NINE MONTHS ENDED SEPTEMBER 30, THREE MONTHS ENDED SEPTEMBER 30, THROUGH
------------------------------- -------------------------------- SEPTEMBER 30,
2001 2000 2001 2000 2001
----------- ----------- ----------- ----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income/(loss) $ 3,268 $ (2,056) $ (1,455) $ (408) $ 296
-------- -------- -------- -------- --------
NET CASH PROVIDED (USED) BY
OPERATING ACTIVITIES 3,268 (2,056) (1,455) (408) 296
CASH FLOWS FROM FINANCING ACTIVITIES
Common stock 0 6 0 0 529
Additional paid-in capital 0 6,294 0 0 9,071
-------- -------- -------- -------- --------
NET CASH PROVIDED BY FINANCING
ACTIVITIES 0 6,300 0 0 9,600
-------- -------- -------- -------- --------
NET INCREASE/(DECREASE) IN CASH 3,268 4,244 (1,455) (408) 9,896
CASH AT BEGINNING OF PERIOD 6,628 3,300 11,351 7,952 0
-------- -------- -------- -------- --------
CASH AT END OF PERIOD $ 9,896 $ 7,544 $ 9,896 $ 7,544 $ 9,896
======== ======== ======== ======== ========
See Notes to Financial Statements
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VISIONS IN GLASS, INC.
(A Development Stage Company)
Notes to Financial Statements
For the Nine Months Ended September 30, 2001
NOTE 1. HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized June 23, 1999, under the laws of the state of
Delaware, as Visions in Glass, Inc. The Company has minimal operations and in
accordance with SFAS # 7, the Company is considered a development stage company.
On June 24, 1999, the Company issued 5,000,000 shares common stock for cash
valued at $ 0.0002 per share
On June 24, 1999, the Company issued 230,000 shares of common stock for cash
valued at $ 0.01 per share.
On February 7, 2000, the Company issued 63,000 shares of common stock for cash
valued at $ 0.10 per share.
As of September 30, 2001 there were 5,293,000 shares of common stock
outstanding.
NOTE 2. ACCOUNTING POLICIES AND PROCEDURES
A. BASIS OF ACCOUNTING
The Company uses the accrual method of accounting.
B. BASIC LOSS PER SHARE
In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share", which
specifies the computation, presentation and disclosure requirements for earnings
(loss) per share for entities with publicly held common stock. SFAS No. 128
supersedes the provisions of APB No. 15, and requires the presentation of basic
earnings (loss) per share and diluted earnings (loss) per share. The Company has
adopted the provisions of SFAS No. 128 effective June 23, 1999 (inception).
Basic net loss per share amounts is computed by dividing the net income by the
weighted average number of common shares outstanding. Diluted earnings per share
are the same as basic earnings per share due to the lack of dilutive items in
the Company.
C. CASH EQUIVALENTS
The Company considers all highly liquid investments with a maturity of three
months or less when purchased to be cash equivalents.
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VISIONS IN GLASS, INC.
(A Development Stage Company)
Notes to Financial Statements
For the Nine Months Ended September 30, 2001
NOTE 2. ACCOUNTING POLICIES AND PROCEDURES (CONTINUED)
D. USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires 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.
E. INCOME TAXES
The Company accounts for income taxes using the asset and liability method.
Under the asset and liability method, deferred income taxes are recognized for
the tax consequences of "temporary differences" by applying enacted statutory
tax rates applicable to future years to differences between the financial
statement carrying amounts and the tax bases of existing assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized.
NOTE 3. WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional shares of
common stock or preferred stock.
NOTE 4. GOING CONCERN
The Company's financial statements are prepared using the generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. However, the Company has minimal current source of revenue. Without
realization of additional capital, it would be unlikely for the company to
continue as a going concern. It is management's plan to seek additional capital
through the sale of its securities through private placements.
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VISIONS IN GLASS, INC.
(A Development Stage Company)
Notes to Financial Statements
For the Nine Months Ended September 30, 2001
NOTE 5. INCOME TAXES
SEPTEMBER 30, 2001 DECEMBER 31, 2000
------------------ -----------------
Deferred tax assets/(liability): $ (44) $ 446
Income tax expense 44 0
------- ------
Valuation allowance 0 (446)
------- ------
Net deferred tax assets $ 0 $ 0
======= ======
Realization of deferred tax assets is dependent upon sufficient future taxable
income during the period that deductible temporary differences and carryforwards
are expected to be available to reduce taxable income. As the achievement of
required future taxable income is uncertain, the Company recorded a valuation
allowance. We determine the amount of $ 44 dollars to be immaterial and a
recording of income tax will be determined during the preparation of the year
end audit.
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ITEM 2. MANAGEMENT' DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
CERTAIN FORWARD LOOKING STATEMENTS
Information provided in this Quarterly report on Form 10QSB may contain
forward-looking statements within the meaning of Section 21E or Securities
Exchange Act of 1934 that are not historical facts and information. These
statements represent the Company's expectations or beliefs, including, but not
limited to, statements concerning future and operating results, statements
concerning industry performance, the Company's operations, economic performance,
financial conditions, margins and growth in sales of the Company's products,
capital expenditures, financing needs, as well as assumptions related to the
forgoing. For this purpose, any statements contained in this Quarterly Report
that are not statement of historical fact may be deemed to be forward-looking
statements. These forward-looking statements are based on current expectations
and involve various risks and uncertainties that could cause actual results and
outcomes for future periods to differ materially from any forward-looking
statement or views exp4ressed herein. The Company's financial performance and
the forward-looking statements contained herein are further qualified by other
risks including those set forth from time to time in the documents filed by the
Company with the Securities and Exchange Commission, including the Company's
most recent Form 10SB.
CONDITION AND RESULTS OF OPERATIONS.
THREE MONTHS ENDED SEPTEMBER 30, 2001.
Net sales were $0 for the quarters ended September 30, 2001 and 2000.
Net Loss was ($1455) for the quarter ended September 30, 2001 and ($408)
for the same quarter in 2000.
The Company continues to study the stained glass market to develop
additional variations and markets for its products. In addition to the
custom-designed leaded glass artifacts featuring various Holocaust images, the
Company is also considering production of low-cost gift items for children. The
pricing of the products will depend on the sizes selected for production.
Details are not firm and there is no assurance that the price goals can be met.
During the quarter ended September 30, 2001, management continued studying
the design of its Web site. During the same quarter, the Company began classes
in the art of stained glass manufacture. Although the present class is small (2
students), the Company hopes to generate sufficient operating capital to expand
the Company's Web site.
The Company does not anticipate any material increase in operating expenses
until such time as additional capital can be raised and the Company proceeds
with the further development of its business plan. Management believes that the
Company must be successful in raising equity or debt financing sufficient to
meet its working capital requirements to support development of its product
sales and marketing.
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ANALYSIS OF FINANCIAL CONDITION
As of September 30, 2001, the Company had working capital of $9896. Visions
In Glass may raise additional capital either through debt or equity. No
assurances can be given that such efforts will be successful. The need for
substantial additional working capital in the near future would require the
company to secure additional financing to implement further development plans.
No assurance can be given that the Company will have financing available, if
required, or if available, will be available on terms and conditions
satisfactory to management.
As part of the Company's financial plan to raise additional working
capital, the Company may offer sales of its Common Shares to qualified investors
in transactions that are exempt from registration under the 1933 Act. The sales
of Common Shares may be higher or lower than the price of the common Shares in
this Registration Statement. Such prices will be considered reasonable given the
existing circumstances of the Company at time of sale.
RISK FACTORS
LIMITED HISTORY AND OPERATIONS
Visions in Glass is a start up company and subject to all the risks of a
new business. The Company was incorporated under the laws of the State of
Delaware on June 23, 1999 and has had limited operations to date. Visions In
Glass operates in a business field where there are competing companies that are
much larger and because other established stained glass companies will likely
have larger amounts of capital than Visions In Glass, the Company may find it
very difficult to acquire sufficient funds to compete and make a profit. The
likelihood of the success of the Company must be considered in light of the
problems and expenses that are frequently encountered in connection with the
operation of a new business and the competitive environment in which the Company
will be operating.
NEED FOR ADDITIONAL WORKING CAPITAL - CONTINUATION OF GOING CONCERN NOT ASSURED
As of September 30, 2001, the Company had working capital of $9,896.
Without additional capital the original investor funds may be at risk. The
Company estimates sufficient funds for approximately six months of current
operations. The Company may need to raise additional capital and there is no
assurance that the Company will be able to raise sufficient capital for
continuing needs. While the Company intends to sell its products through the
Internet, there can be no assurance that the Company will be successful in
obtaining its objectives.
MARKET STUDY BY THE COMPANY
The evaluation of the Company's products has been done solely by its
officers and directors. The investor is at risk if the company's studies have
overestimated the product's marketability.
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LIMITED HISTORY OF OPERATIONS/OPERATING LOSSES IN THE FORESEEABLE FUTURE
The Company was organized on June 23, 1999 and has had limited operations
to date. Even though the Company has limited operating funds, the Company
expects to incur operating losses in the foreseeable future. For example, we
expect to hire additional employees and lease space as needed. The Company may
increase it's operating expenses to include purchasing hardware and software for
its corporate offices. If any of these expenses are not accompanied by increased
revenue, the Company's losses will be more than expected.
COMPETITION
Competition in the stained glass industry may be expected to grow.
DEPENDENCE ON MANAGEMENT
The Company will be heavily dependent on the services and experience of its
officers. The loss of service of any officer could disrupt the progress of the
Company's business.
PART II
ITEM 1. LEGAL PROCEEDING
None
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
None
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Company has duly caused this disclosure statement to be signed on its
behalf by the undersigned, hereunto duly authorized.
VISIONS IN GLASS, INC.
Date: 11/20/2001 /s/ Irving Munowitz
----------------------------------------
Irving Munowitz
President
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