UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
(Mark one)
XX QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
- -------- ACT OF 1934
For the quarterly period ended March 31, 2000
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934
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For the transition period from ______________ to _____________
Commission File Number: 000-27149
ORION RESEARCH GROUP, Inc.
(Exact name of small business issuer as specified in its charter)
Nevada 88-0372579
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(State of incorporation) (IRS Employer ID Number)
504 Mueller Lane, Minden, NV 89423
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(Address of principal executive offices)
(775) 782-4003
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(Issuer's telephone number)
(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 NO X
State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: March 29, 2000: 250,000
Transitional Small Business Disclosure Format (check one): YES NO X
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Form 10-QSB for the Quarter ended September 30, 1999
Table of Contents
Page
Part I - Financial Information
Item 1 Financial Statements 3
Item 2 Management's Discussion and Analysis or Plan of Operation 4
Part II - Other Information
Item 1 Legal Proceedings 6
Item 2 Changes in Securities 6
Item 3 Defaults Upon Senior Securities 6
Item 4 Submission of Matters to a Vote of Security Holders 6
Item 5 Other Information 6
Item 6 Exhibits and Reports on Form 8-K 6
Signatures 7
2
Part 1 - Item 1 - Financial Statements
ORION RESEARCH GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
March 31, 2000
December 31, 1999
3
TABLE OF CONTENTS
PAGE
ACCOUNTANT'S LETTER 1
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BALANCE SHEET - ASSETS 2
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BALANCE SHEET - LIABILITIES AND STOCKHOLDERS' EQUITY 3
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STATEMENT OF OPERATIONS 4
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STATEMENT OF STOCKHOLDERS' EQUITY 5
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STATEMENT OF CASH FLOWS 6
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NOTES TO FINANCIAL STATEMENTS 7-11
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4
BARRY L. FRIEDMAN, P.C.
Certified Public Account
INDEPENDENT AUDITORS' REPORT
Board of Directors May 15, 2000
ORION RESEARCH GROUP, INC.
Las Vegas, Nevada
I have audited the accompanying Balance Sheets of ORION RESEARCH GROUP,
INC. (A Development Stage Company), as of March 31, 2000, and December 31, 1999,
and the related statements of stockholders' equity for March 31, 2000, and
December 31, 1999, and statements of operations and cash flows for the three
months ending March 31, 2000, and March 31, 1999, and the two years ended
December 31, 1999, and December 31, 1998, and the period December 5, 1996
(inception), to March 31, 2000. These financial statements are the
responsibility of the Company's management. My responsibility is to express an
opinion on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of ORION RESEARCH
GROUP, INC. (A Development Stage Company), as of March 31, 2000, and December
31, 1999, and the related statements of stockholders' equity for March 31, 2000,
and December 31, 1999, and statements of operations and cash flows for the three
months ending March 31, 2000, and March 31, 1999, and the two years ended
December 31, 1999, and December 31, 1998, and the period December 5, 1996
(inception), to March 31, 2000, in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note #5 to the
financial statements, the Company has suffered recurring losses from operations
and has no established source of revenue. This raises substantial doubt about
its ability to continue as a going concern. Management's plan in regard to these
matters is described in Note #5. These financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ Barry L. Friedman
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Barry L. Friedman
Certified Public Accountant
1582 Tulita Drive
Las Vegas, NV 89123
Phone: (702) 361-8414
5
ORION RESEARCH GROUP, INC.
(A Development Stage Company)
BALANCE SHEET
ASSETS
3 Mos. Ended Year Ended
Mar. 31, 2000 Dec.31,1999
CURRENT ASSETS $ 0 $ 0
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TOTAL CURRENT ASSETS $ 0 $ 0
--------------------- ---------------------
OTHER ASSETS $ 0 $ 0
--------------------- ---------------------
TOTAL OTHER ASSETS $ 0 $ 0
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TOTAL ASSETS $ 0 $ 0
--------------------- ---------------------
The accompanying notes are an integral part of these financial statements
-2-
ORION RESEARCH GROUP, INC.
(A Development Stage Company)
BALANCE SHEET
LIABILITIES AND STOCKHOLDERS' EQUITY
March December
31, 2000 31, 1999
----------------- ---------
CURRENT LIABILITIES
Officer's Advances (Note #8) $ 2,600 $ 1,600
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TOTAL CURRENT LIABILITIES $ 2,600 $ 1,600
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STOCKHOLDERS' EQUITY (Note #4)
Common stock
Par value $0.01
Authorized 2,500,000 shares
Issued and outstanding at
December 31, 1999 -
250,000 shares $ 2,500
March 31, 2000 -
250,000 shares $ 2,500
Additional Paid-In Capital 0 0
Deficit accumulated during
The development stage -5,100 -4,100
----------------- ------------------
TOTAL STOCKHOLDERS' EQUITY $ -2,600 $ -1,600
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TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 0 $ 0
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The accompanying notes are an integral part of these financial statements Orion
Research Group, Inc.
-3-
ORION RESEARCH GROUP, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
Nov.25,1996
3 Mos Ended 3 Mos Ended Year Ended Year Ended (Inception)
March 31, March 31, Dec. 31, Dec. 31, to Mar.31,
2000 1999 1999 1998 2000
---------------- --------------- --------------- -------------- ---------------
REVENUE $ 0 $ 0 $ 0 $ 0 $ 0
---------------- -------------- --------------- --------------- ---------------
EXPENSES
Amortization $ 0 $ 1,021 $ 1,021 $ 350 $ 1,750
General, Selling
and Administrative 1,000 0 1,645 285 3,350
---------------- -------------- --------------- --------------- ---------------
TOTAL EXPENSES $ 1,000 $ 1,021 $ 2,666 $ 635 $ 5,100
--------------- -------------- --------------- --------------- ---------------
Net Profit/Loss (-) $ -1,000 $ -1,021 $ -2,666 $ -635 $ -5,100
--------------- -------------- --------------- --------------- ---------------
Net Profit/Loss(-)
per weighted
share (Note #2) $ -.0040 $ -.0040 $ -.0107 $ -.0025 $ -.0204
---------------- ------------ --------------- -------------- --------------
Weighted average
number of common
shares outstanding 250,000 250,000 250,000 250,000 250,000
---------------- -------------- --------------- --------------- ---------------
The accompanying notes are an integral part of these financial statements Orion
Research Group, Inc.
-4-
ORION RESEARCH GROUP, INC.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Addi-
tional Accumu-
Common Stock paid-in lated
Shares Amount Capital Deficit
------------ --------------- --------------- ------------------
Balance,
December 31, 1998 250,000 $ 2,500 $ 0 $ -1,434
Net loss year ended
December 31, 1999 -2,666
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Balance,
December 31, 1999 250,000 $ 2,500 $ 0 $ -4,100
Net loss
January 1, 2000
to March 31, 2000 -1,000
------------ --------------- --------------- ------------------
Balance,
March 31, 2000 250,000 $ 2,500 $ 0 $ -5,100
------------ --------------- --------------- ------------------
The accompanying notes are an integral part of these financial statements Orion
Research Group, Inc.
-5-
ORION RESEARCH GROUP, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
Nov.25,1996
3 Mos Ended 3 Mos Ended Year Ended Year Ended (Inception)
March 31, March 31, Dec. 31, Dec. 31, to Mar.31,
2000 1999 1999 1998 2000
---------------- --------------- --------------- -------------- -----------------
Cash Flow from
Operating Activities
Net Loss $ -1,000 $ -1,021 $ -2,666 $ -635 $ -5,100
Adjustment to reconcile
net loss to net cash
provided by operating
activities
Amortization 0 +1,021 +1,021 +350 +1,750
Changes in Assets
and Liabilities
Organization Cost 0 0 0 0 -1,750
Increase in current
Liabilities
Officers Advances +1,000 0 +1,600 0 +2,600
---------------- --------------- --------------- -------------- -----------------
Net cash used in
operating activities$ 0 $ 0 $ -45 $ -285 $ -2,500
Cash Flows from
Investing Activities 0 0 0 0 0
Cash Flows from
Financing Activities
Issuance of Common
Stock 0 0 0 0 +2,500
---------------- --------------- --------------- -------------- -----------------
Net increase
(decrease)
in cash $ 0 $ 0 $ -45 $ -285 $ 0
Cash, beginning
of period 0 0 45 330 0
---------------- --------------- --------------- -------------- -----------------
Cash, end of period $ 0 $ 0 $ 0 $ 45 $ 0
---------------- --------------- --------------- -------------- -----------------
The accompanying notes are an integral part of these financial statements Orion
Research Group, Inc.
-6-
ORION RESEARCH GROUP, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 2000, and December 31, 1999
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized December 5, 1996, under the laws of the State
of Nevada as Orion Research Group, Inc. The Company currently has no
operations and in accordance with SFAS #7, is considered a development
company.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Method
The Company records income and expenses on the accrual method.
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 revenue and expenses during the
reporting period. Actual results could differ from those
estimates.
Cash and equivalents
The Company maintains a cash balance in a non-interest-bearing
bank that currently does not exceed federally insured limits.
For the purpose of the statements of cash flows, all highly
liquid investments with the maturity of three months or less
are considered to be cash equivalents. There are no cash
equivalents as of December 31, 1999, or March 31, 2000.
ORION RESEARCH GROUP, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
March 31, 2000, and December 31, 1999
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Income Taxes
Income taxes are provided for using the liability method of
accounting in accordance with Statement of Financial
Accounting Standards No. 109 (SFAS #109) "Accounting for
Income Taxes". A deferred tax asset or liability is recorded
for all temporary difference between financial and tax
reporting. Deferred tax expense (benefit) results from the net
change during the year of deferred tax assets and liabilities.
Reporting on costs of start-up activities
In April 1998, the American Institute of Certified Public
Accountants issued Statement of Position 98-5 ("SOP 98-5"),
"Reporting on the Costs of Start-Up Activities" which provides
guidance on the financial reporting of start-up costs and
organization costs. It requires costs of start-up activities
and organization costs to be expensed as incurred. SOP 98-5 is
effective for fiscal years beginning after December 15, 1998
with initial adoption reported as the cumulative effect of a
change in accounting principle.
Loss Per Share
Net loss per share is provided in accordance with Statement of
Financial Accounting Standards No. 128 (SFAS #128) "Earnings
Per Share". Basic loss per share is computed by dividing
losses available to common stockholders by the weighted
average number of common shares outstanding during the period.
Diluted loss per share reflects per share amounts that would
have resulted if dilative common stock equivalents had been
converted to common stock. As of March 31, 2000, the Company
had no dilative common stock equivalents such as stock
options.
Year End
The Company has selected December 31st as its year-end.
-8-
ORION RESEARCH GROUP, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
March 31, 2000, and December 31, 1999
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Year 2000 Disclosure
The year 2000 issue is the result of computer programs being written
using two digits rather than four to define the applicable year.
Computer programs that have time sensitive software may recognize a
date using "00" as the year 1900 rather than the year 2000. This could
result in a system failure or miscalculations causing disruption of
normal business activities. Since the Company currently has no
operating business and does not use any computers, and since it has no
customers, suppliers or other constituents, there are no material Year
2000 concerns.
NOTE 3 - INCOME TAXES
There is no provision for income taxes for the period ended March 31,
2000, due to the net loss and no state income tax in Nevada, the state
of the Company's domicile and operations. The Company's total deferred
tax asset as of December 31, 1999, is as follows:
Net operation loss carry forward $ 4,100
Valuation allowance $ 4,100
Net deferred tax asset $ 0
The federal net operating loss carry forward will expire in various
amounts from 2016 to 2019.
This carry forward may be limited upon the consummation of a business
combination under IRC Section 381.
-9-
ORION RESEARCH GROUP, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
March 31, 2000, and December 31, 1999
NOTE 4 - STOCKHOLDERS' EQUITY
Common Stock
The authorized common stock of Orion Research Group, Inc. consists of
2,500,000 shares with a par value of $0.01 per share.
Preferred Stock
Orion Research Group, Inc. has no preferred stock.
On December 27, 1996, the Company issued 250,000 shares of its $0.01
par value common stock in consideration of $ 2,500.00 in cash.
NOTE 5 - GOING CONCERN
The Company's financial statements are prepared using 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 does not have
significant cash or other material assets, nor does it have an
established source of revenues sufficient to cover its operating costs
and to allow it to continue as a going concern. It is the intent of the
Company to seek a merger with an existing, operating company.
-10-
ORION RESEARCH GROUP, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
March 31, 2000, and December 31, 1999
NOTE 6 - RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real or personal property. An
officer of the corporation provides office services without charge.
Such costs are immaterial to the financial statements and accordingly,
have not been reflected therein. The officers and directors of the
Company are involved in other business activities and may, in the
future, become involved in other business opportunities. If a specific
business opportunity becomes available, such persons may face a
conflict in selecting between the Company and their other business
interests. The Company has not formulated a policy for the resolution
of such conflicts.
NOTE 7 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional
shares of common stock.
NOTE 8 - OFFICERS ADVANCES
While the Company is seeking additional capital through a merger with
an existing company, an officer of the Company has advanced funds on
behalf of the Company to pay for any costs incurred by it. These funds
are interest free.
-11-
To Whom It May Concern:
The firm of Barry L. Friedman, P.C., Certified Public Accountant
consents to the inclusion of their report of May 31, 2000, on the Financial
Statements of Orion Research Group, Inc., as of March 31, 2000 in any filings
that are necessary now or in the near future with the U.S. Securities and
Exchange Commission.
Very truly yours,
/S/ Barry L. Friedman May 15, 2000
- ---------------------------
Barry L. Friedman
Certified Public Accountant
Part I - Item 2
Management's Discussion and Analysis of Financial Condition and Results of
Operations
(1) Caution Regarding Forward-Looking Information
This quarterly report contains certain forward-looking statements and
information relating to the Company that are based on the beliefs of the Company
or management as well as assumptions made by and information currently available
to the Company or management. When used in this document, the words
"anticipate," "believe," "estimate," "expect" and "intend" and similar
expressions, as they relate to the Company or its management, are intended to
identify forward-looking statements. Such statements reflect the current view of
the Company regarding future events and are subject to certain risks,
uncertainties and assumptions, including the risks and uncertainties noted.
Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from
those described herein as anticipated, believed, estimated, expected or
intended. In each instance, forward-looking information should be considered in
light of the accompanying meaningful cautionary statements herein.
(2) Results of Operations, Liquidity and Capital Resources
As of the date of this filing, the Company has no operations, assets or
liabilities. Accordingly, the Company is dependent upon management and/or
significant shareholders to provide sufficient working capital to preserve the
integrity of the corporate entity at this time. It is the intent of management
and significant shareholders to provide sufficient working capital necessary to
support and preserve the integrity of the corporate entity.
The Company is currently seeking a suitable merger or acquisition candidate.
5
(3) Year 2000 Considerations
The Company has no known direct Y2K exposures.
(Remainder of this page left blank intentionally)
6
Part II - Other Information
Item 1 - Legal Proceedings
None
Item 2 - Changes in Securities
None
Item 3 - Defaults on Senior Securities
None
Item 4 - Submission of Matters to a Vote of Security Holders
The Company has held no regularly scheduled, called or special meetings
of shareholders during the reporting period.
Item 5 - Other Information
None
Item 6 - Exhibits and Reports on Form 8-K
Exhibit 27 - Financial Data Schedule
Reports on Form 8-K - None
7
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.
Orion Research Group, Inc.
MaY 18, 2000
/s/ Herman G. Herbig
- ------------------------
Herman G. Herbig
President and Director