UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-QSB
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(Mark one)
XX QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
- --------- EXCHANGE ACT OF 1934
For the quarterly period ended February 28, 2001
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
- --------- OF 1934
For the transition period from _____________ to _____________
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Commission File Number: 000-30779
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ElPlata Corporation
(Exact name of small business issuer as specified in its charter)
Nevada 75-2843787
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(State of incorporation) (IRS Employer ID Number)
211 West Wall Street, Midland, TX 79701
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(Address of principal executive offices)
(915) 682-1761
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(Issuer's telephone number)
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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
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State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date:
April 12, 2001: 5,000,000
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Transitional Small Business Disclosure Format (check one): YES NO X
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ElPlata Corporation
Form 10-QSB for the Quarter ended February 28, 2001
Table of Contents
Page
----
Part I - Financial Information
Item 1 Financial Statements 3
Item 2 Management's Discussion and Analysis or Plan of Operation 9
Part II - Other Information
Item 1 Legal Proceedings 10
Item 2 Changes in Securities 10
Item 3 Defaults Upon Senior Securities 10
Item 4 Submission of Matters to a Vote of Security Holders 10
Item 5 Other Information 10
Item 6 Exhibits and Reports on Form 8-K 10
Signatures 10
2
S. W. HATFIELD, CPA
certified public accountants
Member: American Institute of Certified Public Accountants
SEC Practice Section
Information Technology Section
Texas Society of Certified Public Accountants
Item 1 - Part 1 - Financial Statements
Accountant's Review Report
--------------------------
Board of Directors and Shareholders
ElPlata Corporation
We have reviewed the accompanying balance sheets of ElPlata Corporation (a
Florida corporation) as of February 28, 2001 and February 29, 2000,
respectively, and the accompanying statements of operations and comprehensive
income for the six and three months ended February 28, 2001 and February 29,
2000, respectively, and the accompanying statements of cash flows for the six
months ended February 28, 2001 and February 29, 2000, respectively. These
financial statements are prepared in accordance with the instructions for Form
10-QSB, as issued by the U. S. Securities and Exchange Commission, and are the
sole 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 on 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 for them to be in conformity
with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note A to the
financial statements, the Company had no viable operations or significant assets
since 1990 and continues to be dependent upon significant shareholders to
provide sufficient working capital to maintain the integrity of the corporate
entity. These circumstances create substantial doubt about the Company's ability
to continue as a going concern and are discussed in Note A. The financial
statements do not contain any adjustments that might result from the outcome of
these uncertainties.
S. W. HATFIELD, CPA
Dallas, Texas
April 12, 2001
Use our past to assist your future sm
(secure mailing address) (overnight delivery/shipping address)
P. O. Box 820395 9002 Green Oaks Circle, 2nd Floor
Dallas, Texas 75382-0395 Dallas, Texas 75243-7212
214-342-9635 (voice) (fax) 214-342-9601
800-244-0639 SWHCPA@aol.com
3
ElPlata Corporation
(formerly ElPlata Mining Corporation)
Balance Sheets
February28, 2001 and February 29, 2000
(Unaudited)
February 28, February 29,
2001 2000
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ASSETS
------
Current assets
Cash on hand and in bank $ 6,629 $ 7,233
-------- --------
Total Assets $ 6,629 $ 7,233
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Liabilities
Current liabilities
Accounts payable - trade $ -- $ 275
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Total Liabilities -- 275
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Commitments and contingencies
Shareholders' equity (deficit)
Common stock - $0.001 par value
100,000,000 shares authorized
5,000,000 shares issued and outstanding 5,000 5,000
Additional paid-in capital 56,145 56,145
Accumulated deficit (54,516) (54,187)
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Total Shareholders' Equity (Deficit) 6,629 6,958
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Total Liabilities and Shareholders' Equity $ 6,629 $ 7,233
======== ========
The financial information presented herein has been prepared by management
without audit by independent certified public accountants. See Accountant's
Review Report. The accompanying notes are an integral part of these financial
statements.
4
ElPlata Corporation
(formerly ElPlata Mining Corporation)
Statements of Operations and Comprehensive
Income Six and Three months ended February 28, 2001 and February 29, 2000
(Unaudited)
Six months Six months Three months Three months
ended ended ended ended
February 28, February 29, February 28, February 29,
2001 2000 2001 2000
----------- ----------- ----------- -----------
Revenues $ -- $ -- $ -- $ --
----------- ----------- ----------- -----------
Expenses
General and administrative expenses 54 1,953 -- 159
----------- ----------- ----------- -----------
Total operating expenses 54 1,953 -- 159
----------- ----------- ----------- -----------
Loss from Operations (54) (1,953) -- (159)
Other income
Interest income 112 87 50 59
----------- ----------- ----------- -----------
Income (Loss) before
provision for income taxes 58 (1,866) 50 (100)
Provision for Income Taxes -- -- -- --
----------- ----------- ----------- -----------
Net Income (Loss) 58 (1,866) 50 (100)
Other Comprehensive Income -- -- -- --
----------- ----------- ----------- -----------
Comprehensive Income (Loss) $ 58 $ (1,866) $ 50 $ (100)
=========== =========== =========== ===========
Earnings (Loss) per share of common
stock outstanding computed on net
income - basic and fully diluted nil nil nil nil
=========== =========== =========== ===========
Weighted-average number of shares
outstanding - basic and fully diluted 5,000,000 4,384,615 5,000,000 5,000,000
=========== =========== =========== ===========
The financial information presented herein has been prepared by management
without audit by independent certified public accountants. See Accountant's
Review Report. The accompanying notes are an integral part of these financial
statements.
5
ElPlata Corporation
(formerly ElPlata Mining Corporation)
Statements of Cash Flows
Six months ended February 28, 2001 and February 29, 2000
(Unaudited)
Six months Six months
ended ended
February 28, February 29,
2001 2000
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Cash Flows from Operating Activities
Net income (loss) for the period $ 58 $ (1,866)
Adjustments to reconcile net loss
to net cash provided by operating activities
Contributed capital to support operations 1,145
Increase (Decrease) in
Accounts payable - trade (788) (2,046)
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Net cash used in operating activities (730) (2,767)
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Cash Flows from Investing Activities -- --
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Cash Flows from Financing Activities
Proceeds from private placement
of common stock -- 10,000
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Net cash provided by financing activities -- 10,000
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Increase (Decrease) in Cash (730) 7,233
Cash at beginning of period 7,359 --
-------- --------
Cash at end of period $ 6,629 $ 7,233
======== ========
Supplemental Disclosure of Interest and Income Taxes Paid
Interest paid for the year $ -- $ --
======== ========
Income taxes paid for the year $ -- $ --
======== ========
The financial information presented herein has been prepared by management
without audit by independent certified public accountants. See Accountant's
Review Report. The accompanying notes are an integral part of these financial
statements.
6
ElPlata Corporation
(formerly ElPlata Mining Corporation)
Notes to Financial Statements
Note A - Organization and Description of Business
ElPlata Mining Corporation (Company) was incorporated under the laws of the
State of Nevada on February 23, 1973 and restated its Articles of Incorporation
on September 30, 1999. The September 30, 1999 restatement changed the Company's
authorized number of shares from 20,000,000 to 100,000,000 and changed the
stated par value per share from $0.05 per share to $0.001 per share.
The Company's initial activities were to have quiet and exclusive possession of
the unpatented lode mining claims on certain property located in Elko County,
Nevada, together with a right to examine, sample, drill, develop, mine, extort,
process and market from the claims all of the metal ores, minerals and materials
of whatsoever nature or sort, except oil and gas. These efforts were
unsuccessful and were abandoned prior to August 31, 1989, at which time the
Company became dormant.
The Company has had no operations, assets or liabilities since its fiscal year
ended August 31, 1990. 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.
During interim periods, the Company follows the accounting policies set forth in
its annual audited financial statements filed with the U. S. Securities and
Exchange Commission on its Annual Report on Form 10-KSB for the year ended
August 31, 2000. The information presented within these interim financial
statements may not include all disclosures required by generally accepted
accounting principles and the users of financial information provided for
interim periods should refer to the annual financial information and footnotes
when reviewing the interim financial results presented herein.
In the opinion of management, the accompanying interim financial statements,
prepared in accordance with the U. S. Securities and Exchange Commission's
instructions for Form 10-QSB, are unaudited and contain all material
adjustments, consisting only of normal recurring adjustments necessary to
present fairly the financial condition, results of operations and cash flows of
the Company for the respective interim periods presented. The current period
results of operations are not necessarily indicative of results which ultimately
will be reported for the full fiscal year ending August 31, 2001.
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.
Note B - Summary of Significant Accounting Policies
1. Cash and cash equivalents
-------------------------
For Statement of Cash Flows purposes, the Company considers all cash on
hand and in banks, including accounts in book overdraft positions,
certificates of deposit and other highly-liquid investments with maturities
of three months or less, when purchased, to be cash and cash equivalents.
7
ElPlata Corporation
(formerly ElPlata Mining Corporation)
Notes to Financial Statements - Continued
Note B - Summary of Significant Accounting Policies - Continued
2. Income Taxes
------------
The Company uses the asset and liability method of accounting for income
taxes. At February 28, 2001 and February 29, 2000, respectively, the
deferred tax asset and deferred tax liability accounts, as recorded when
material to the financial statements, are entirely the result of temporary
differences. Temporary differences represent differences in the recognition
of assets and liabilities for tax and financial reporting purposes,
primarily accumulated depreciation and amortization, allowance for doubtful
accounts and vacation accruals.
As of February 28, 2001 and February 29, 2000, respectively, the deferred
tax asset related to the Company's net operating loss carryforward is fully
reserved. Due to the provisions of Internal Revenue Code Section 338, the
Company may have no net operating loss carryforwards available to offset
financial statement or tax return taxable income in future periods as a
result of a change in control involving 50 percentage points or more of the
issued and outstanding securities of the Company.
3. Income (Loss) per share
-----------------------
Basic earnings (loss) per share is computed by dividing the net income
(loss) by the weighted-average number of shares of common stock and common
stock equivalents (primarily outstanding options and warrants). Common
stock equivalents represent the dilutive effect of the assumed exercise of
the outstanding stock options and warrants, using the treasury stock
method. The calculation of fully diluted earnings (loss) per share assumes
the dilutive effect of the exercise of outstanding options and warrants at
either the beginning of the respective period presented or the date of
issuance, whichever is later. As of February 28, 2001 and February 29,
2000, respectively, the Company has no outstanding stock warrants, options
or convertible securities which could be considered as dilutive for
purposes of the loss per share calculation.
Note C - Common Stock Transactions
On September 29, 1999, the Company sold 4,000,000 shares of common stock to the
Company's President pursuant to an exemption from registration pursuant to
Section 4(2) of The Securities Act of 1933, as amended, for $10,000 cash.
8
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) Plan of Operation, Results of Operations, Liquidity and Capital Resources
ElPlata Corporation (Company) intends to continue its plan of seeking a suitable
merger or acquisition candidate. In order to do so, it will require additional
capital to pay ongoing expenses, including particularly legal and accounting
fees incurred in conjunction with preparation and filing of various required
periodic reports to the U. S. Securities and Exchange Commission.
In September 1999, the Company sold 4,000,000 shares of common stock to the
Company's President pursuant to an exemption from registration pursuant to
Section 4(2) of The Securities Act of 1933, as amended, for $10,000 cash. These
funds were used to pay various administrative operating expenses of the Company
through the period ended November 2000.
The Company has engaged in no significant operations other than organizational
activities and preparation for registration of its securities under the
Securities Exchange Act of 1934, as amended, since August 31, 1989.
For the six months ended February 28, 2001 and February 29, 2000, respectively,
the Company incurred net operating losses as a result of expenses principally
associated with registration and compliance with reporting obligations under The
Securities Exchange Act of 1934, and other administrative expenses associated
with the maintenance of the Company's issued and outstanding stock records. The
Company anticipates that until a business combination is completed with an
acquisition candidate, it will not generate revenues. The Company may also
continue to operate at a loss after completing a business combination, depending
upon the performance of the acquired business.
It is the intent of management and significant stockholders to provide
sufficient working capital to preserve the integrity of the corporate entity,
however, there are no commitments to provide additional funds have been made by
management or other stockholders, and the Company has no plans, proposals,
arrangements or understandings with respect to the sale or issuance of
additional securities prior to the location of a merger or acquisition
candidate. Accordingly, there can be no assurance that any additional funds will
be available to the Company to allow it to cover its expenses. Notwithstanding
the forgoing, to the extent that additional funds are required, the Company
anticipates receiving such funds in the form of advancements from current
shareholders without issuance of additional shares or other securities, or
through the private placement of restricted securities rather than through a
public offering. The Company does not currently contemplate making a Regulation
S offering.
Regardless of whether the Company's cash assets prove to be inadequate to meet
the Company's operational needs, the Company might seek to compensate providers
of services by issuances of stock in lieu of cash.
9
Year 2000 Compliance Issues
None of the Company's information systems or non-information technology systems
were affected by the passage into the year 2000. Nevertheless, we have no
assurance that we will not experience isolated system failures as a result of
customer or third party technical problems.
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
None
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
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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.
ElPlata Corporation
April 12 , 2001 /s/ Glenn A. Little
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Glenn A. Little
President, Chief Executive Officer,
Director and Chief Accounting Officer
10