SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2003
[ ] 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 0-29393
CIK Number 0001092805
POINT ARENA GROUP, INC.
(Exact Name of small business issuer as specified in its charter)
Delaware 33-0619521
(State or other Jurisdiction of I.R.S. Employer Identi-
Incorporation or Organization fication No.)
24351 Pasto Road, #B, Dana Point, California 92629
(Address of Principal Executive Offices) (Zip Code)
(949) 489-2400
(Issuer's Telephone Number, including Area Code)
Indicate by check mark whether the Registrant (i) 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 (of for such shorter period that the
Registrant was required to file such reports) and (ii) has been subject to such
filing requirements for the past 90 days.
Yes X No
Indicate the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date.
Common Stock, $.001 par value 1,000,000
- ---------------------------------- ---------------------
Title of Class Number of Shares outstanding
at March 31, 2003
Transitional Small Business Format Yes No X
No exhibits included.
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POINT ARENA GROUP, INC.
(A Company in the Development Stage)
BALANCE SHEETS
(Unaudited)
ASSETS
June 30, March 31,
2002 2003
TOTAL CURRENT ASSETS $ -- $ --
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 340 $ 340
Accounts payable - related party 3,566 3,566
TOTAL LIABILITIES $ 3,906 $ 3,906
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred Stock, $.001 par value; 1,000,000 shares
authorized; no shares issued and outstanding
Common Stock, $.001 par value; 20,000,000 shares
authorized; 1,000,000 shares issued and outstanding 1,000 1,000
Capital in excess of par value 15 15
Deficit accumulated during the development stage (4,921) (4,921)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (3,906) (3,906)
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ -- $ --
The accompanying notes are an integral part of
the financial statements.
2
POINT ARENA GROUP, INC.
(A Company in the Development Stage)
STATEMENTS OF OPERATIONS
(Unaudited)
CUMULATIVE
FOR THE SIX FOR THE THREE FROM INCEPTION
MONTHS ENDED MONTHS ENDED (April 20, 1994)
March 31, March 31, TO
2003 2002 2003 2002 March 31, 2003
REVENUES $ -- $ -- $ -- $ -- $ --
OPERATING EXPENSES
General and Administrative 950 -- 950 4,681
TOTAL OPERATING EXPENSES 950 -- 950 4,681
NET (LOSS) (950) -- (950) $ (4,681)
NET (LOSS) PER SHARE $ $ (Nil) $ -- $ (Nil) $ (Nil)
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000
See accompanying Notes to Financial Statements.
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POINT ARENA GROUP, INC.
(A Company in the Development Stage)
STATEMENTS OF CASH FLOWS
(Unaudited)
CUMULATIVE
FOR THE SIX FOR THE THREE FROM INCEPTION
MONTHS ENDED MONTHS ENDED (April 20, 1994)
March 31, March 31, TO
2003 2002 2003 2002 March 31, 2003
CASH FLOWS FROM OPERATING
ACTIVITIES
Net (Loss) $ $ (950) $ -- $ (950) $ (4,921)
Add item not requiring the
use of cash - amortization -- -- -- -- 1,015
Increase (decrease) in accounts
payable 950 -- 950 3,906
Net cash flows from operating
activities -- -- -- -- --
CASH FLOWS FROM INVESTING ACTIVITIES
Organizational Costs -- -- -- -- (1,015)
CASH FLOWS FROM FINANCING
ACTIVITIES
Sale of Common Stock -- -- -- -- 1,015
Net Cash flows from financing
activities -- -- -- -- 1,015
NET INCREASE (DECREASE) IN CASH -- -- -- -- --
CASH BALANCE AT BEGINNING
OF PERIOD -- -- -- -- --
CASH BALANCE AT END OF
PERIOD $ -- $ -- $ -- $ -- $ --
See accompanying Notes to Financial Statements.
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POINT ARENA GROUP, INC.
(A Company in the Development Stage)
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
March 31, 2003
1. Comments
NOTE 1 - CONDENSED FINANCIAL STATEMENTS
The accompanying financial statements have been prepared by the Company
without audit. In the opinion of management, all adjustments (which include
only normal recurring adjustments) necessary to present fairly the
financial position as of March 31, 2003 and the results of operations and
cash flows for the three and nine months ended March 31, 2003 and 2002 and
for the periods then ended have been made.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. It is suggested that these
condensed financial statements be read in conjunction with the financial
statements and notes thereto included in the company's June 30, 2002
audited financial statements. The results of operations for the three and
nine months ended March 31, 2003 and 2002 are not necessarily indicative of
the results of operations to be expected for the full fiscal year.
NOTE 2 - RELATED PARTY TRANSACTIONS
Accounts Payable - Related Party - The Company owes a total of $3,566 to an
officer/shareholder for expenses paid on behalf of the company since
inception.
NOTE 3 - GOING CONCERN
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplate continuation of
the Company as a going concern. However, the Company has incurred losses
since its inception and has not yet been successful in establishing
profitable operations. Further, the Company has current liabilities in
excess of current assets. These factors raise substantial doubt about the
ability of the Company to continue as a going concern. In this regard,
management is proposing to raise any necessary additional funds not
provided by operations through loans or through additional sales of its
common stock or through a possible business combination with another
company. There is no assurance that the Company will be successful in
raising this additional capital or achieving profitable operations. The
financial statements do not include any adjustments that might result from
the outcome of these uncertainties.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
The Company has limited working capital and no activities.
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Item 3. Controls and Procedures.
(a) Evaluation of disclosure controls and procedures. The Company's
principal executive officer and its principal financial officer, based on their
evaluation of the Company's disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14(c) and 15d -14 (c) as of a date within 90 days prior
to the filing of this Quarterly Report on Form 10Q, have concluded that the
Company's disclosure controls and procedures are adequate and effective for the
purposes set forth in the definition in Exchange Act rules.
(b) Changes in internal controls. There were no significant changes in the
Company's internal controls or in other factors that could significantly affect
the Company's internal controls subsequent to the date of their evaluation.
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 REPORTS ON FORM 8-K
Exhibits--None
Reports on Form 8-K--None.
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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 thereunto duly authorized.
POINT ARENA GROUP, INC.
Date: May 13, 2003 By:/s/ Jehu Hand
-------------
Jehu Hand,
President and Chief Financial
Officer (chief financial officer
and accounting officer and duly
authorized officer)
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CERTIFICATIONS
I, Jehu Hand, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Point Arena
Group, Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
efectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
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any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: May 13, 2003
/s/ Jehu Hand
Jehu Hand
President and Chief Executive Officer
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