U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
X...Quarterly report under section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended March 31, 2001.
....Transition report under section 13 or 15(d) of the Securities
Exchange Act of 1934 [No Fee Required] for the transition period
from _________ to _________.
Commission File No: __000-30021__
PARK HILL CAPITAL III CORP.
---------------------------------------
(Name of small business in its charter)
Colorado 84-1492104
- ---------------------- -----------------------
(State or other (IRS Employer Id. No.)
jurisdiction of Incorporation)
5330 East 17th Avenue Parkway Denver, CO 80220
- -------------------------------------------------------------------
(Address of Principal Office) Zip Code
Issuer's telephone number: (303) 394-1187
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities 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 _____
Applicable only to issuers involved in bankruptcy proceedings during
the past five years
Check whether the issuer has filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court.
Yes _____ 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. At 4/30/01 the
following shares of common were outstanding: Common Stock, no par value,
3,316,000 shares.
Transitional Small Business Disclosure
Format (Check one):
Yes _____ No __X__
Exhibits are indexed at page 6.
PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS AND EXHIBITS
(a) The financial statements of registrant for the
three months ended March 31, 2001, follow. The financial statements
reflect all adjustments which are, in the opinion of management,
necessary to a fair statement of the results for the interim period
presented.
PARK HILL CAPITAL III CORP.
(A Development Stage Company)
FINANCIAL STATEMENTS
Quarter Ended March 31, 2001
CONTENTS
Balance Sheet 1
Statements of Operations 2
Statements of Cash Flows 3
Notes to Financial Statements 4
Park Hill Capital III Corp.
(A Development Stage Company)
BALANCE SHEET
March 31, 2001
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 285
---------
Total current assets 285
---------
TOTAL ASSETS $ 285
=========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $ 829
---------
Total current liabilities 829
STOCKHOLDERS' EQUITY
Common stock, $0.001 par value;
25,000,000 shares authorized;
3,316,000 shares issued and
outstanding 3,316
Additional paid-in capital 64,354
Deficit accumulated
during the
development stage (68,214)
---------
(544)
---------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 285
=========
The accompanying notes are an integral part of the financial statements.
1
Park Hill Capital III Corp.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
For the period
from inception For the three For the three
(March 2, months ended months ended
1999) to March March March
31, 2001 31, 2001 31, 2000
--------------- ------------- ------------
REVENUES $ - $ - $ -
--------------- ------------- ------------
EXPENSES
General and administrative 68,214 1,350 1,000
-------------- ------------- ------------
Total expense 68,214 1,350 1,000
-------------- ------------- ------------
NET LOSS (68,214) (1,350) (1,000)
Accumulated deficit
Balance, Beginning of period - (66,864) (60,897)
-------------- ------------- ------------
Balance, End of period $ (68,214) $ (68,214) $ (61,897)
============== ============= ===========
NET LOSS PER SHARE $ (0.02) $ (NIL) $ (NIL)
============== ============= ===========
WEIGHTED AVERAGE NUMBER OF
SHARES
OUTSTANDING 3,250,926 3,316,000 3,181,000
============== ============= ===========
The accompanying notes are an integral part of the financial statements.
2
Park Hill Capital III Corp.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
For the period
from inception
(March 2, For the three For the three
1999) to months ended months ended
March 31, March 31, March 31,
2001 2001 2000
-------------- ------------- -------------
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net Loss $ (68,214) $ (1,350) $ (1,000)
Adjustments to reconcile
net loss to net cash flows
from operating activities:
Increase in accounts payable 829 473 -
Stock issued for services 60,900 - -
-------------- ------------- -------------
Net cash flows from
operating activities (6,485) (877) (1,000)
CASH FLOWS FROM
INVESTING ACTIVITIES - - -
CASH FLOWS FROM
FINANCING ACTIVITIES
Issuance of common
stock 6,770 - -
-------------- ------------- -------------
Net cash flows from
financing activities 6,770 - -
-------------- ------------- -------------
Net increase (decrease)
in cash and cash
equivalents 285 (877) (1,000)
CASH AND CASH EQUIVALENTS,
Beginning of Period - 1,162 2,723
-------------- ------------- -------------
CASH AND CASH EQUIVALENTS,
End of Period $ 285 $ 285 $ 1,723
============== ============= =============
The accompanying notes are an integral part of the financial statements.
3
Park Hill Capital III Corp.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 2001
1. Management's Representation of Interim Financial Information
------------------------------------------------------------
The accompanying financial statements have been prepared by Park Hill Capital
III Corp. without audit pursuant to the rules and regulations of
the Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
as allowed by such rules and regulations, and management believes that the
disclosures are adequate to make the information presented not misleading.
These financial statements include all of the adjustments which, in the opinion
of management, are necessary to a fair presentation of financial position and
results of operations. All such adjustments are of a normal and recurring
nature. These financial statements should be read in conjunction with the
audited financial statements at December 31, 2000.
4
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR
PLAN OF OPERATIONS.
Liquidity and Capital Resources
The Company remains in the development stage and, since
inception, has experienced no significant change in liquidity or capital
resources or stockholder's equity other than the receipt of net proceeds
in the amount of $6,770 from its inside capitalization funds.
The Company's balance sheet for the period ending March 31, 2001 reflects a
current asset value and a total asset value of $285, in the form of cash,
as compared to $1,723 in current and total assets as of March 31, 2000.
The Company's business plan is to seek, investigate, and, if
warranted, acquire one or more properties or businesses, and to pursue
other related activities intended to enhance shareholder value. The
acquisition of a business opportunity may be made by purchase, merger,
exchange of stock, or otherwise, and may encompass assets or a business
entity, such as a corporation, joint venture, or partnership. The
Company has very limited capital, and it is unlikely that the Company
will be able to take advantage of more than one such business
opportunity.
The Company will carry out its plan of business as discussed
above. The Company cannot predict to what extent its liquidity and
capital resources will be diminished prior to the consummation of a
business combination or whether its capital will be further depleted by
the operating losses (if any) of the business entity which the Company
may eventually acquire.
Results of Operations
During the period from March 2, 1999 (inception) through
March 31, 2001, the Company has engaged in no significant operations
other than organizational activities, acquisition of capital and preparation
for registration of its securities under the Securities Exchange Act of
1934, as amended. No revenues were received by the Company during
this period.
For the current fiscal year, the Company anticipates incurring a
loss as a result of expenses associated with compliance with reporting
requirements and expenses associated with locating and evaluating
acquisition candidates. The Company anticipates that until a business
combination is completed with an acquisition candidate, it will not generate
revenues and may continue to operate at a loss after completing a business
combination, depending upon the performance of the acquired business.
For the quarter ended March 31, 2001 and 2000, the Company showed
net losses of $1,350 and $1,000, respectively. From inception the Company
has experienced losses of $68,214, of which $61,897 was settled for shares
of stock in the Company. The increase in net loss is attributed primarily
to timing differences of costs related to the compliances with reporting
standards.
Need for Additional Financing
The Company believes that its existing capital will be sufficient
to meet the Company's cash needs, including the costs of compliance
with the continuing reporting requirements of the Securities Exchange
Act of 1934, as amended, for a period of approximately one year.
Accordingly, in the event the Company is able to complete a business
combination during this period, it anticipates that its existing capital will
be sufficient to allow it to accomplish the goal of completing a business
combination. There is no assurance, however, that the available funds
will ultimately prove to be adequate to allow it to complete a business
combination, and once a business combination is completed, the
Company's needs for additional financing are likely to increase
substantially.
No commitments to provide additional funds have been made by
management or other stockholders. Accordingly, there can be no
assurance that any additional funds will be available to the Company to
allow it to cover its expenses.
Irrespective 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.
5
PART II
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBIT 27 - FINANCIAL DATA SCHEDULE
There have been no reports on Form 8-K for the quarter ending
March 31, 2001.
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.
PARK HILL CAPITAL III CORP.
(Registrant)
Date: May 5, 2001
/s/
Frank Kramer, Secretary/Treasurer
6