SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
(x) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2001
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to ___________
Commission file number 0-00000
Ballistic Ventures, Inc.
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(Exact name of small business issuer as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation or organization)
51-0392750
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(IRS Employer Identification No.)
1283 Crossfield Bend Mississauga, Ontario Cananda L5G 3P5
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(Address of principal executive offices)
905-891-0207
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(Issuer's telephone number)
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(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 ( )
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date. As of May 4, 2001 the
registrant had issued and outstanding 20,278,498 shares of common stock.
Transitional Small Business Disclosure Format (check one);
Yes ( ) No (x)
Page 1
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
INDEX TO FINANCIAL STATEMENTS
Page No.
--------
Condensed Balance Sheet at
March 31, 2001(unaudited) 2
Condensed Statements of Operations
for the three and nine months ended March 31, 2001
and 2000 (unaudited) 3 - 4
Condensed Statements of Cash Flow for
the nine months ended March 31, 2001
and 2000 (unaudited) 5
Notes to the Condensed Financial
Statements (Unaudited) 6
Page 2
BALLISTIC VENTURES, INC.
(a development stage company)
CONDENSED BALANCE SHEET
(Unaudited)
ASSETS March 31,
2001
-----------
Current assets:
Cash $ 1,204
Accounts receivable, less allowance for doubtful accounts
of $1,271 --
-----------
Total current assets 1,204
-----------
$ 1,204
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 13,241
Bank line of credit 48,442
-----------
Total current liabilities 61,683
-----------
Stockholders' deficit:
Common stock, $.01 par value, 50,000,000 shares authorized,
20,278,498 shares issued and outstanding 20,305
Additional paid-in capital 2,979,591
Deficit accumulated during the development stage (3,060,375)
-----------
Total stockholders' equity (60,479)
-----------
$ 1,204
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The accompanying notes are an integral part of these financial statements
Page 3
BALLISTIC VENTURES, INC.
(a development stage company)
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
For the three For the three April 9, 1999
months ended months ended (inception) to
March 31, March 31, March 31,
2001 2000 2001
------------ ------------ ------------
Revenue $ -- $ 25,351 $ 39,975
Miscellaneous income -- 347 3,191
------------ ------------ ------------
Total revenue -- 25,698 43,166
------------ ------------ ------------
Selling, general and administrative expenses 9,396 426,848 1,359,906
Research and development -- 155,225
Compensation for stock issued for services -- 1,588,410
------------ ------------ ------------
Total expenses 9,396 426,848 3,103,541
------------ ------------ ------------
Net loss $ (9,396) $ (401,150) $ (3,060,375)
============ ============ ------------
Net loss per share, basic and fully diluted $ (0.00) $ (0.02)
============ ============
Weighted average shares outstanding 20,278,498 19,767,998
============ ============
The accompanying notes are an integral part of these financial statements
Page 4
BALLISTIC VENTURES, INC.
(a development stage company)
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
For the nine For the nine April 9, 1999
months ended months ended (inception) to
March 31, March 31, March 31,
2001 2000 2001
------------ ------------ ------------
Revenue $ -- $ 25,351 $ 39,975
Miscellaneous income 1,957 347 3,191
------------ ------------ ------------
Total revenue 1,957 25,698 43,166
------------ ------------ ------------
Selling, general and administrative expenses 32,177 507,694 1,359,906
Research and development 111,695 155,225
Compensation for stock issued for services 1,588,410 1,588,410
------------ ------------ ------------
Total expenses 32,177 2,207,799 3,103,541
------------ ------------ ------------
Net loss $ (30,220) $ (2,182,101) $ (3,060,375)
============ ============ ------------
Net loss per share, basic and fully diluted $ (0.00) $ (0.12)
============ ============
Weighted average shares outstanding 20,278,498 18,670,978
============ ============
The accompanying notes are an integral part of these financial statements
Page 5
BALLISTIC VENTURES, INC.
(a development stage company)
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
For the nine For the nine April 9, 1999
months ended months ended (date of inception)
March 31, March 31, to March 31,
2001 2000 2001
----------- ----------- -----------
Cash flows from operating activities:
Net loss $ (30,220) $(2,182,101) $(3,060,375)
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation -- 8,170 7,523
Issuance of common stock for services -- 1,588,410 1,594,628
Write off of acquired development costs -- -- 59,838
Impairment loss on equipment -- -- 137,099
Changes in assets and liabilities
Accounts receivable and other assets 1,271 (12,506) --
Accounts payable (53,277) 23,723 13,241
----------- ----------- -----------
Net cash used in operations (82,226) (574,304) (1,248,046)
----------- ----------- -----------
Cash flows from investing activities:
Purchase of equipment -- (26,321) (43,692)
Purchase of a business -- (100,000) (129,382)
----------- ----------- -----------
Net cash used by investing activities -- (126,321) (173,074)
----------- ----------- -----------
Cash flows from financing activities:
Issuance of common stock -- 965,854 1,394,418
Proceeds from short term debt 48,442 -- 58,442
Payments on short term debt (10,000) (134,260) (30,536)
----------- ----------- -----------
Net cash provided by financing activities 38,442 831,594 1,422,324
----------- ----------- -----------
Net increase (decrease) in cash (43,784) 130,969 1,204
Cash at beginning of period 44,988 2,208 --
----------- ----------- -----------
Cash at end of period $ 1,204 $ 133,177 $ 1,204
=========== =========== -----------
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ -- $ -- $ --
=========== =========== -----------
Cash paid during the period for taxes $ -- $ -- $ --
=========== =========== -----------
The accompanying notes are an integral part of these financial statements
Page 6
BALLISTIC VENTURES, INC.
(a development stage company)
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
March 31, 2001
Note 1 - Basis of Presentation
The accompanying unaudited condensed financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial information and with the
instructions of Form 10-QSB and Article 310 of Regulation S-B. Accordingly, they
do not include all of the information and footnotes required by accounting
principles generally accepted in the United States of America for complete
financial statements. The preparation requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amount of revenues and expenses during the reporting
period. Actual results may differ from these estimates. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results for the
nine month period ended March 31, 2001 are not necessarily indicative of the
results that may be expected for the year ending June 30, 2001.
For further information, refer to the financial statements and
footnotes thereto included in the Company's annual report on Form 10-SBA for the
year ended June 30, 2000 as filed with the Securities and Exchange Commission.
Note 2 - Going Concern
The Company was a development stage entity through March 31, 2001. The
accompanying financial statements have been prepared on a going concern basis,
which contemplates the realization of assets and the satisfaction of all
liabilities in the normal course of business.
On May 31, 2000, the Company discontinued all operations and is
presently an inactive company. As of March 31, 2001, the Company had a
stockholders' deficit of $60,479 and a deficit accumulated during the
development stage of $3,060,375. During the nine months ended March 31, 2001,
and the period ended April 9, 1999 (inception) to March 31, 2001, the Company
suffered operating losses of $30,220 and $3,060,375, respectively. These factors
raise substantial doubt about the Company's ability to continue as a going
concern.
Management's plan to alleviate this going concern issue is to raise
capital and merge with a profitable operating company. The Company's continued
existence is dependent upon management funding operations, locating and merging
the Company into a profitable operating company and raising sufficient capital.
The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.
Page 7
Item 2. Management's Discussion and Analysis or Plan or Operation.
Forward-looking Statement and Information
The Company is including the following cautionary statement in this
Form 10-QSB for any forward-looking statements made by, or on behalf of, the
Company. Forward-looking statements include statements concerning plans,
objectives, goals, strategies, expectations, future events or performance and
underlying assumptions and other statements which are other than statements of
historical facts. Certain statements contained herein are forward-looking
statements and, accordingly, involve risks and uncertainties which could cause
actual results or outcomes to differ materially from those expressed in the
forward-looking statements. The Company's expectations, beliefs and projections
are expressed in good faith and are believed by the Company to have a reasonable
basis, including without limitations, management's examination of historical
operating trends, data contained in the Company's records and other data
available from third parties, but there can be no assurance that management's
expectations, beliefs or projections will result or be achieved or accomplished.
Introduction
For the fiscal year ended June 30, 2000, our auditors in note 3, of the
Financial Statements, have noted that there is substantial doubt about our
ability to continue as a going concern. Our existence is dependent upon
management funding operations, locating and merging us into a profitable
operating company and raising sufficient capital. At this point in time it is
impossible to state an amount of additional funding which we believe would
remove the going concern opinion, as the company is inactive at this time.
The prospects for the future of Ballistic Ventures, Inc., rests with
the current management team, and their ability to find a profitable business
venture which can utilize the "shell" company. Part of this process is to
successfully complete the necessary filings with the Securities and Exchange
Commission.
Once the necessary filings have been completed, the current management
team will be proactive in reviewing potential projects that could potentially be
a good fit for Ballistic Ventures. This process does not have a defined time
period, other than the process will begin once all of the filings have been
completed.
THREE MONTHS ENDED MARCH 31, 2001 COMPARED TO FOR THE THREE MONTHS ENDED MARCH
31, 2000
The Company is inactive at this time. Operations during the three
months ended March 31, 2001 consisted of professional fees necessary to complete
certain corporate filings. Operations for the three months ended March 31, 2000
consisted of organizational activities, raising capital and the development of a
search engine.
NINE MONTHS ENDED MARCH 31, 2001 COMPARED TO FOR THE NINE MONTHS ENDED MARCH 31,
2000
The Company is inactive at this time. Operations during the nine months
ended March 31, 20010 consisted of professional fees necessary to complete
certain corporate filings. Operations for the nine months ended March 31, 2000
consisted of organizational activities, raising capital and the development of a
search engine.
PLAN OF OPERATION
The Plan of Operations for Ballistic Ventures, Inc., is to ensure that
we do not have outstanding liabilities, which have been incurred under the
previous management team and under the original business operations. The current
management team has undertaken to pay off all outstanding liabilities, and as of
March 31, 2001, approximately $13,000 remained unpaid from the May 31, 2000
balance of $77,000. At the same time, the current management of Ballistic
Ventures has undertaken to make certain filings with the Securities and Exchange
Commission. Once we have completed the required filings with the Securities and
Exchange Commission, the current management team will seek to find a profitable
project for the "shell".
Page 8
LIQUIDITY AND CAPITAL RESOURCES
Since our inception, we have relied almost exclusively upon the sale of
securities to finance our operations. The only exception is a small loan, which
we have since paid. We have not received any financing commitments, and
therefore we are dependent upon the skill and ability of the current management
team to raise additional financing and/or to find a suitable project to "vend"
into the shell company.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
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 Report on Form 8-K.
(a) Exhibits.
None
(b) Reports on Form 8-K.
During the three months ended March 31, 2001 the Company did
not file any reports on Form 8-K.
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.
Ballistic Ventures, Inc.
Date: May 22, 2001 By: /s/ Eric Pinkney
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Eric Pinkney,
President
Page 9