UNITED STATES
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 Quarter Ended June 30, 1999
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 0-25853
QUAZON CORP.
(Exact name of small business issuer as specified in its charter)
Nevada 87-0570975
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
135 West 900 South, Salt Lake City, Utah 84101
(Address of principal executive offices)
Registrant's telephone no., including area code: (801) 278-2805
Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
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
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date.
Class Outstanding as of June 30, 1999
Common Stock, $.001 par value 3,991,180
TABLE OF CONTENTS
Heading Page
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements. . . . . . . . . . . . 3
Consolidated Balance Sheets -- June 30, 1999
and December 31, 1998. . . . . . . . . . . . . . . . . 4
Consolidated Statements of Operations -- three
and six months ended June 30, 1999 and 1998. . . . . . 5
Consolidated Statements of Stockholders' Equity . . . . 6
Consolidated Statements of Cash Flows -- three
and six months ended June 30, 1999 and 1998. . . . . . 8
Notes to Consolidated Financial Statements . . . . . . . 9
Item 2. Management's Discussion and Analysis and
Results of Operations. . . . . . . . . . . . . . . . . 12
PART II. OTHER INFORMATION
Item 1. Legal Proceedings. . . . . . . . . . . . . . . . . . . . 15
Item 2. Changes In Securities and Use of Proceeds. . . . . . . . 15
Item 3. Defaults Upon Senior Securities. . . . . . . . . . . . . 15
Item 4. Submission of Matters to a Vote of
Securities Holders . . . . . . . . . . . . . . . . . . 15
Item 5. Other Information. . . . . . . . . . . . . . . . . . . . 15
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . 16
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . 17
PART I
Item 1. Financial Statements
The following unaudited Financial Statements for the period
ended June 30, 1999, have been prepared by the Company.
QUAZON CORP.
FINANCIAL STATEMENTS
June 30, 1999 and December 31, 1998
QUAZON, CORP.
(A Development Stage Company)
Balance Sheets
ASSETS
June 30, December 31,
1999 1998
(Unaudited)
CURRENT ASSETS
Cash $ 1,001 $ 2,884
Total Current Assets 1,001 2,884
TOTAL ASSETS $ 1,001 $ 2,884
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 2,677 $ 823
Notes payable - related party (Note 2) 15,000 10,000
Total Current Liabilities 17,677 10,823
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock authorized: 100,000,000
common shares at $0.001 par value:
3,991,180 shares issued and outstanding 3,991 3,991
Capital in excess of par value 1,847,740 1,847,740
Accumulated deficit prior to January 1, 1994 (1,826,092) (1,826,092)
Deficit accumulated during the development stage (42,315) (33,578)
Total Stockholders' Equity (Deficit) (16,676) (7,939)
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ 1,001 $ 2,884
QUAZON, CORP.
(A Development Stage Company)
Statements of Operations
(Unaudited)
From the
Beginning of
Development
Stage on
For the For the January 1,
Three Months Ended Six Months Ended 1994 Through
June 30, June 30, June 30,
1999 1998 1999 1998 1999
REVENUES $ - $ - $ - $ - $ -
EXPENSES
General and administrative - 1,500 7,987 4,100 40,926
Interest expense 375 146 750 291 1,389
Total Expenses 375 1,646 8,737 4,391 (42,315)
NET LOSS $ (375) $ (1,646) $ (8,737) $ (4,391) $(42,315)
BASIC LOSS PER SHARE $ (0.00) $ (0.00) $ (0.00) $ (0.01)
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 3,991,180 1,492,550 3,991,180 1,492,550
QUAZON, CORP.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
Deficit
Accumulated
Capital in During the
Common Stock Excess of Development
Shares Amount Par Value Stage
Balance, December 31, 1993 5,530 $ 6 $ 1,826,086 $ (1,826,092)
Net loss for the year ended
December 31, 1994 - - - -
Balance, December 31, 1994 5,530 6 1,826,086 (1,826,092)
Net loss for the year ended
December 31, 1995 - - - -
Balance, December 31, 1995 5,530 6 1,826,086 (1,826,092)
Net loss for the year ended - - - -
December 31, 1996
Balance, December 31, 1996 5,530 6 1,826,086 (1,826,092)
November 7, 1997, issuance of
common stock at $0.01 per share
for cash 466,667 467 4,533 -
November 12, 1997, issuance of
common stock at $0.01 per share
for cash 499,999 499 7,451 -
Fractional shares issued in
reverse stock split 18,984 19 (19) -
Contributed capital - - 936 -
Net loss for the year ended
December 31, 1997 - - - (16,286)
Balance, December 31, 1997 991,180 $ 991 $ 1,838,987 $ (1,842,378)
QUAZON, CORP.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit) (Continued)
Deficit
Accumulated
Capital in During the
Common Stock Excess of Development
Shares Amount Par Value Stage
Balance, December 31, 1997 991,180 $ 991 $ 1,838,987 $ (1,842,378)
Contributed capital - - 1,753 -
October 31, 1998, issuance of
common stock at $0.003 per
share for services 1,500,000 1,500 3,500 -
October 31, 1998, issuance of
common stock at $0.003 per
share for cash 1,500,000 1,500 3,500 -
Net loss for the year ended
December 31, 1998 - - - (17,292)
Balance, December 31,1998 3,991,180 3,991 1,847,740 (1,859,670)
Net loss for the six months
ended June 30, 1999 (unaudited) - - - (8,737)
Balance, June 30, 1999
(unaudited) 3,991,180 $ 3,991 $ 1,847,740 $ (1,868,407)
QUAZON, CORP.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
From the
Beginning of
Development
Stage on
For the For the January 1,
Three Months Ended Six Months Ended 1994 Through
June 30, June 30, June 30,
1999 1998 1999 1998 1999
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net loss $ (375) $(1,646) $(8,737) $(4,391) $(42,315)
Adjustments to reconcile net
loss to net cash provided
(used) by operating activities:
Stock issued for services - - - - 5,000
Changes in operating asset
and liability accounts:
Increase (decrease) in accounts
payable 206 - 1,854 - 2,677
Net Cash (Used) by Operating
Activities (169) (1,646) (6,883) (4,391) (34,638)
CASH FLOWS FROM INVESTING
ACTIVITIES: - - - - -
CASH FLOWS FROM FINANCING ACTIVITIES:
Contributed capital - - - 1,170 2,689
Proceeds from notes payable -
related party - 1,000 5,000 - 15,000
Issuance of common stock for cash - - - - 17,950
Net Cash Provided by Financing
Activities - 1,000 5,000 1,170 35,639
NET INCREASE (DECREASE) IN CASH (169) (646) (1,883) (3,221) 1,001
CASH AT BEGINNING OF PERIOD 1,170 3,480 2,884 6,055 -
CASH AT END OF PERIOD $ 1,001 $ 2,834 $ 1,001 $ 2,834 $ 1,001
Cash Payments For:
Income taxes $ - $ - $ - $ - $ -
Interest $ - $ - $ - $ - $ -
QUAZON, CORP.
(A Development Stage Company)
Notes to the Financial Statements
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Organization
Quazon, Corp. (the Company) was originally incorporated on June
26, 1981, as a Utah Corporation under the name of The Fence
Post, Inc.
On March 24, 1986, the Company changed its name to Dynamic
Video, Inc. On September 6, 1988, the name was changed to Loki
Holding Corporation.
On September 11, 1990, the name was changed to Interactive
Development Applications, Inc. and completed a reverse
acquisition of several Belgium corporations, which was revoked
in 1997.
On November 7, 1997, the name was changed to Quazon, Corp., a
Utah corporation. On November 19, 1997, Quazon, Corp. of Utah
merged with Quazon, Corp., a Nevada corporation, leaving the
Nevada corporation as the surviving company.
Currently the Company is seeking new business opportunities
believed to hold a potential profit or to merge with an existing
company.
b. Accounting Method
The Company's financial statements are prepared using the
accrual method of accounting. The Company has adopted a
December 31 year end.
c. Basic Loss Per Share
The computations of basic loss per share of common stock are
based on the weighted average number of shares issued and
outstanding at the date of the financial statements.
d. Use of 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 statement and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
e. Cash Equivalents
The Company considers all highly liquid investments with a
maturity of three months or less when purchased to be cash
equivalents.
QUAZON, CORP.
(A Development Stage Company)
Notes to the Financial Statements
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
f. Provision for Taxes
At June 30, 1998, the Company had net operating loss
carryforwards of approximately $42,000 that may be offset
against future taxable income through 2013. No tax benefit has
been reported in the financial statements, because the potential
tax benefits of the net operating loss carryforwards are offset
by a valuation allowance of the same amount.
g. Unaudited Financial Statements
The accompanying unaudited financial statements include all of
the adjustments which, in the opinion of management, are
necessary for a fair presentation. Such adjustments are of a
normal, recurring nature.
NOTE 2 - RELATED PARTY TRANSACTIONS
In 1998, an officer of the Company contributed $1,753 to the
Company in expenses incurred on the Company's behalf. The
officer contributed $936 in 1997.
On October 21, 1997, 23,000,000 shares of common stock was
issued to officers and directors of the Company for services.
On November 12, 1997, the previously mentioned shares were
returned and canceled and the transaction was reversed
retroactively.
On November 11, 1997, the Company issued 466,667 shares of its
restricted common stock to officers of the Company for cash of
$5,000.
On November 12, 1997, the Company issued 499,999 shares of its
restricted common stock for $8,000 cash.
On October 30, 1998, the Company issued 1,500,000 post-split
shares of restricted common stock to officers of the Company for
services valued at $5,000 and 1,500,000 to Company officers for
$5,000 cash.
The Company has notes payable to an officer totaling $10,000 at
December 31, 1998. The notes are unsecured and due upon demand.
Interest is imputed on the note at 10% per annum, which is
contributed by the officer to the capital of the Company.
NOTE 3 - 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. In the interim, shareholders of
the Company have committed to meeting its minimal operating
expenses.
QUAZON, CORP.
(A Development Stage Company)
Notes to the Financial Statements
NOTE 4 - REVERSE STOCK SPLIT
On October 24, 1997, the board of directors of the Company
approved a 1-for-250 reverse stock split and on October 30,
1998, the board of directors of the Company approved a 1-for-15
reverse stock split while retaining the authorized shares at
100,000,000 and retaining the par value at $0.001. This change
has been applied to the financial statements on a retroactive
basis back to inception of the development stage. The Company
provided that no shareholder would be reduced below 100 shares,
accordingly, 18,984 post-split fractional shares were issued.
Item 2. Management's Discussion and Analysis or Plan
of Operations
The following information should be read in conjunction with
the financial statements and notes thereto appearing elsewhere in
this Form 10-QSB.
Quazon Corp. (the "Company") is considered a development stage
company with only nominal assets and with no significant operations
or income. The costs and expenses associated with the preparation
and filing of the Company's registration statement on Form 10-SB
have been paid for by funds advanced to the Company by an officer
pursuant to a note payable and the private sale of shares of common
stock. It is anticipated that the Company will require only
nominal capital to maintain the corporate viability of the Company
and necessary funds, including funds to cover expenses associated
with being a public company, will most likely be provided by the
Company's officers and directors in the immediate future. However,
unless the Company is able to facilitate an acquisition of or
merger with an operating business or is able to obtain significant
outside financing, there is substantial doubt about its ability to
continue as a going concern.
At December 31, 1998 and June 30, 1999, the Company had total
assets consisting of cash of $2,884 and $1,001, respectively.
Total liabilities at December 31, 1998 were $10,823, consisting
primarily of $10,000 in notes payable to an officer of the Company.
Total liabilities at June 30, 1999 were $17,667, consisting
primarily of $15,000 in notes payable to the same officer. The
notes are unsecured and due upon demand. Interest is imputed at
the rate of ten percent (10%) per annum, which is contributed by
the officer to the capital of the Company.
The Company has not had any significant revenues since its
inception. For the three and six months ended June 30, 1999,
general and administrative expenses were $0 and $7,987
respectively, compared to $1,500 and $4,100 for the three and six
months ended June 30, 1998, respectively. The 1999 expenses are
primarily for the legal and accounting expenses related to the
filing of the Company's registration statement. The Company's net
loss for the three and six months ended June 30, 1999 were $375 and
$8,737, respectively, compared with a net loss of $1,646 and $4,391
for the three and six months ended June 30, 1998, respectively.
No revenues are anticipated prior to the Company consummating
an acquisition or merger agreement and, during this period of time,
the Company anticipates its expenses to be level.
In the opinion of management, inflation has not and will not
have a material effect on the operations of the Company until such
time as the Company successfully completes an acquisition
or merger. At that time, management will evaluate the possible
effects of inflation on the Company related to it business and
operations following a successful acquisition or merger.
Plan of Operation
During the next 12 months, the Company will actively seek out
and investigate possible business opportunities with the intent to
acquire or merge with one or more business ventures. In its search
for business opportunities, management will follow the procedures
outlined in Item 1 above. Because the Company lacks funds, it may
be necessary for the officers and directors to either advance funds
to the Company or to accrue expenses until such time as a
successful business consolidation can be made. Management intends
to hold expenses to a minimum and to obtain services on a
contingency basis when possible. Further, the Company's directors
will defer any compensation until such time as an acquisition or
merger can be accomplished and will strive to have the business
opportunity provide their remuneration. However, if the Company
engages outside advisors or consultants in its search for business
opportunities, it may be necessary for the Company to attempt to
raise additional funds. As of the date hereof, the Company has not
made any arrangements or definitive agreements to use outside
advisors or consultants or to raise any capital. In the event the
Company does need to raise capital, most likely the only method
available to the Company would be the private sale of its
securities. Because of the nature of the Company as a development
stage company, it is unlikely that it could make a public sale of
securities or be able to borrow any significant sum from either a
commercial or private lender. There can be no assurance that the
Company will be able to obtain additional funding when and if
needed, or that such funding, if available, can be obtained on
terms acceptable to the Company.
The Company does not intend to use any employees, with the
possible exception of part-time clerical assistance on an as-needed
basis. Outside advisors or consultants will be used only if they
can be obtained for minimal cost or on a deferred payment basis.
Management is confident that it will be able to operate in this
manner and to continue its search for business opportunities during
the next twelve months.
Net Operating Loss
The Company has accumulated approximately $33,000 of net
operating loss carryforwards as of December 31, 1998 and
approximately $42,000 as of June 30,1999, which may be offset
against taxable income and income taxes in future years. The use
of these losses to reduce future income taxes will depend on the
generation of sufficient taxable income prior to the expiration of
the net operating loss carryforwards. The carry-forwards expire in
the year 2013. In the event of certain changes in control of the
Company, there will be an annual limitation on the amount of net
operating loss carryforwards which can be used. No tax benefit has
been reported in the financial statements for the year ended
December 31, 1998 because there is a 50% or greater chance that the
carryforward will not be used. Accordingly, the potential tax
benefit of the loss carryforward is offset by a valuation allowance
of the same amount.
Year 2000
Year 2000 issues may arise if computer programs have been
written using two digits (rather than four) to define the
applicable year. In such case, programs that have time-sensitive
logic may recognize a date using "00" as the year 1900 rather than
the year 2000, which could result in miscalculations or system
failures.
Because the Company currently does not have any operations
except for its search for viable business opportunities, it does
not own or use any computer equipment. The Company does not
anticipate doing a full assessment of the potential Year 2000 issue
until it has made an acquisition of or merged with an operating
entity. The Company does not believe that the cost of addressing
the issue will have a material adverse impact on its financial
position. Further, the Company believes that no third parties with
whom it may have a material relationships will be materially
affected by the Year 2000 issues.
Risk Factors and Cautionary Statements
This report contains certain forward-looking statements. The
Company wishes to advise readers that actual results may differ
substantially from such forward-looking statements. Forward-
looking statements involve risks and uncertainties that could cause
actual results to differ materially from those expressed in or
implied by the statements, including, but not limited to, the
following: the ability of the Company search for appropriate
business opportunities and subsequently acquire or merge with such
entity, to meet its cash and working capital needs, the ability of
the Company to maintain its existence as a viable entity, and other
risks detailed in the Company's periodic report filings with the
Commission.
PART II
Item 1. Legal Proceedings
There are presently no other material pending legal
proceedings to which the Company or any of its subsidiaries is a
party or to which any of its property is subject and, to the best
of its knowledge, no such actions against the Company are
contemplated or threatened.
Item 2. Changes In Securities and Use of Proceeds
This Item is not applicable to the Company.
Item 3. Defaults Upon Senior Securities
This Item is not applicable to the Company.
Item 4. Submission of Matters to a Vote of Security Holders
This Item is not applicable to the Company.
Item 5. Other Information
This Item is not applicable to the Company.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit 27 - Financial Data Schedules
(b) Reports on Form 8-K
No report on Form 8-K was filed by the Company during the
three month period ended June 30, 1999.
SIGNATURES
In accordance with the requirements of the Securities Exchange
Act of 1934, the Registrant caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
QUAZON CORP.
Date: August 16, 1999 By: /S/ Steven D. Moulton
STEVEN D. MOULTON
C.E.O., C.F.O., President
and Director
Date: August 16, 1999 By /S/ Dianne Reed
DIANE REED
Secretary/Treasurer, and
Director
(Principal Accounting
Officer)