FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended March 31, 2002.
Commission file number: 0-33437
OneDentist Resources, Inc.
(Name of Small Business Issuer in its charter)
Colorado 31-1664473
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5459 South Iris Street
Littleton, CO 80123
(Address of principal executive offices)
(Zip Code)
(303) 932-9998
(Issuer's telephone number, including area code)
Indicate by check mark whether the Issuer (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 periods 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
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APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practical date.
Common Stock, No Par Value, 11,626,453 shares as of March 31, 2002.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
To the Stockholders
OneDentist Resources, Inc.
Littleton, Colorado
Independent Accountants' Report
-------------------------------
We have reviewed the accompanying balance sheet of OneDentist Resources,
Inc., as of March 31, 2002, and the related statements of operations,
stockholders' equity (deficit), and cash flows for the three months then ended.
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 statements 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 in order for them to be
in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As shown in the accompanying financial
statements, the Company has incurred losses from operations since inception and
is dependent on obtaining additional financing or either merging into or
acquiring another company for continuation of its operations. These factors
raise substantial doubt about the Company's ability to continue as a going
concern. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
/s/ HAUSSER + TAYLOR LLP
---------------------------
HAUSSER + TAYLOR LLP
Columbus, Ohio
May 9, 2002
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OneDentist Resources, Inc.
(A Development Stage Company)
BALANCE SHEET
March 31, 2002
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ASSETS
------
CURRENT ASSETS
Cash and cash equivalents $ --
---------
Total current assets --
---------
$ --
=========
LIABILITIES AND STOCKHOLDERS' DEFICIT
-------------------------------------
CURRENT LIABILITIES
Accounts payable $ 36,665
Accrued payroll taxes 292
---------
Total current liabilities 36,957
---------
STOCKHOLDERS' DEFICIT
Preferred stock, no par value, 10,000,000 shares authorized,
no shares issued and outstanding --
Common stock, no par value, 25,000,000 shares authorized, 11,626,453
issued and outstanding 316,667
Additional paid-in-capital 90,288
Deficit accumulated during the development stage (443,912)
---------
(36,957)
---------
$ --
=========
The accompanying notes are an integral
part of these financial statements.
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OneDentist Resources, Inc.
(A Development Stage Company)
STATEMENT OF OPERATIONS
Three Months Ended March 31, 2002
---------------------------------
OPERATING EXPENSES $ 12,001
------------
OPERATING LOSS (12,001)
OTHER INCOME
Forgiveness of liabilities 14,375
------------
14,375
------------
NET INCOME $ 2,374
============
BASIC AND DILUTIVE INCOME
PER SHARE $ 0.00
============
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING 11,626,453
============
The accompanying notes are an integral
part of these financial statements.
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OneDentist Resources, Inc.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
Deficit
Accumulated
Number Additional During The
of Common Paid-in Development
Shares Stock capital Stage
---------- ---------- ---------- ----------
BALANCE December 31, 2001 11,626,453 $ 316,667 $ 79,000 $ (446,286)
Capital contributed by
stockholders -- -- 11,288 --
Net income -- -- -- 2,374
---------- ---------- ---------- ----------
BALANCE March 31, 2002 11,626,453 $ 316,667 $ 90,288 $ (443,912)
========== ========== ========== ==========
The accompanying notes are an integral
part of these financial statements.
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OneDentist Resources, Inc.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
Three Months Ended March 31, 2002
---------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 2,374
--------
Adjustments to reconcile net income to net cash
used in operating activities:
Forgiveness of liabilities (14,375)
Increase in accounts payable 713
--------
Total adjustments (13,662)
--------
Net cash used in operating activities (11,288)
--------
CASH FLOW FROM FINANCING ACTIVITIES
Contributed capital 11,288
--------
Net cash provided by financing activities 11,288
--------
NET INCREASE (DECREASE) IN CASH AND
AND CASH EQUIVALENTS --
CASH AND CASH EQUIVALENTS - Beginning --
--------
CASH AND CASH EQUIVALENTS - Ending $ --
========
The accompanying notes are an integral
part of these financial statements.
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OneDentist Resources, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
Note 1. Nature of Business
Since June 2001, the Company has been inactive. The Company believes
that there is a demand by non-public corporations for publicly-held
corporations, such as the Company. The Company believes that demand
for inactive publicly-held corporations has increased dramatically
since the Commission imposed additional requirements upon "blank
check" companies pursuant to Reg. 419 of the Securities Act of 1933,
as amended by (the "Act"). According to the Commission, Rule 419 was
designed to strengthen regulation of securities offerings by blank
check companies, which Congress has found to have been a common
vehicle for fraud and manipulation in the penny stock market. See
Securities Act Releases No. 6891 (April 17, 1991), 48 SEC Docket 1131
and No. 6932 (April 13, 1992) 51 Docket 0382, SEC Docket 0382. The
foregoing regulation has substantially decreased the number of "blank
check" offerings filed with the Commission, and as a result has
stimulated an increased demand for existing, publicly-held
corporations that are not actively engaged in business. The Company
intends to seek a merger or acquisition with a non-public corporation,
but there can be no assurance that it will be successful in this
regard.
Note 2. Summary of Significant Accounting Policies
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim
financial information and with instructions to form 10-QSB and Article
10 of Regulation S-X. Accordingly they do not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of
management, all adjustments considered necessary for fair presentation
of the results of operations for the periods presented have been
included. The financial statements should be read in conjunction with
the audited financial statements and the notes thereto for the fiscal
year ended December 31, 2001. Interim results are not necessarily
indicative of results for the full year.
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 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.
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Item 2. Management's Discussion and Analysis or Plan of Operation.
Results of Operations.
The Company had no revenue for the quarter ended March 31, 2002. It
incurred operating expenses and an operating loss of $12,001 for the period.
These operating expenses consisted primarily of general and administrative
expenses.
The Company had no operations during the period in contrast to the quarter
ended March 31, 2001 when it operated its on-line dental Web site. Accordingly,
no meaningful comparisons can be made regarding the results of operations for
March 31, 2001 compared to March 31, 2002. The Company realized Other Income of
$14,375 resulting from forgiveness of debt which resulted in net income for the
period of $2,374.
Liquidity and Capital Resources.
At March 31, 2002, the Company had a deficit in working capital of $30,957
and a negative net worth of $36,957 compared to $50,619 at December 31, 2001.
The improvement in working capital resulted from the Company settling certain of
its obligations for less than the amounts carried on its balance sheet at
December 31, 2001 which has been characterized as forgiveness of debt.
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.
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Item 6. Exhibits and reports on Form 8-K.
Reports on Form 8-K: During the three months covered by this report, the
Company filed no reports on Form 8-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereto duly authorized.
Date: May 14, 2002 OneDentist Resources, Inc.
(Registrant)
/s/ Philip J. Davis
-----------------------------------
Philip J. Davis
Chief Executive Officer,
Chief Financial Officer
(Principal Accounting Officer)
and Director
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