UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000
IN ACCORDANCE WITH RULE 201 OF REGULATION S-T, THIS FORM 10-QSB IS BEING
FILED IN PAPER PURSUANT TO A TEMPORARY HARDSHIP EXEMPTION
MAS ACQUISITION XIX CORP.
(Name of Small Business Issuer in its charter)
Indiana 35-2082971
(State or other jurisdiction of (I.R.S.Employer
incorporation or organization Identification Number)
1710 E. Division Street, Evansville, Indiana 47711
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code:
(812) 479-7266
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 durin
g the preceding 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 [ ]
As of March 31, 2000, the Registrant has outstanding 1,000 shares of common
stock.
Transitional Small Business Disclosure Format. Yes [ ] No [X]
TABLE OF CONTENTS PAGE
PART I. FINANCIAL INFORMATION
ITEM I. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR
PLAN OF OPERATION
PART II. OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
ITEM 5. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
MAS ACQUISITION XIX CORP.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
MARCH 31, 2000
TABLE OF CONTENTS
ACCOUNTANTS' REVIEW REPORT 1
BALANCE SHEET 2
STATEMENT OF OPERATIONS 3
STATEMENT OF EQUITY 4
STATEMENT OF CASH FLOWS 5
NOTES TO FINANCIAL STATEMENTS 6-8
To the Stockholders
MAS Acquisition XIX Corp.
Evansville, Indiana
We have reviewed the accompanying balance sheet of MAS Acquisition XIX Corp. (a
development stage corporation) as of March 31, 2000 and the related statements
of operations, stockholders' equity and cash flows for the three months then
ended, in accordance with the Statements on Standards for Accounting and Review
Services issued by the American Institute of Certified Public Accountants. All
information included in these financial statements is the representation of the
management of MAS Acquisition XIX Corp.
A review consists principally of inquiries of Company personnel and analytical
procedures applied to financial data. It is substantially less in scope than an
audit in accordance with generally accepted auditing standards, the objective of
which is the expression of 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 in order for them to be in
conformity with generally accepted accounting principles.
/S/ BAGELL, JOSEPHS, LEVINE, FIRESTONE & CO., L.L.C.
- -----------------------------------------------------------
BAGELL, JOSEPHS, LEVINE, FIRESTONE & CO., L.L.C
Certified Public Accountants
May 10, 2000
Page 1
MAS ACQUISITION XIX CORP
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
MARCH 31, 2000
ASSETS
------
CURRENT ASSETS $ -
-----------
Total Current Assets -
-----------
OTHER ASSETS
Organizational costs (net of amortization of $64) 26
-----------
TOTAL ASSETS 26
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES $ -
Total Current Liabilities -
------------
STOCKHOLDERS' EQUITY
Preferred stock, $.001 par value, 20,000,000
shares authorized, none issued or outstanding -
Common stock, $.001 par value, 8,000,000 shares
authorized, 1,000 shares issued and outstanding 100
Deficit accumulated during the development stage (85)
-----------
Total Stockholders' Equity 26
-----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 26
===========
See Accompanying Notes and Accountants' Report
Page 2
MAS ACQUISITION XIX CORP
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2000
MARCH 31, 2000
REVENUE $ -
COSTS AND EXPENSES
General and Administrative 5
----------
NET (LOSS) $ (5)
==========
PER SHARE INFORMATION:
Weighted average number of common shares outstanding 8,519,000
Basic (Loss) per Share $ (.00)
See Accompanying Notes and Accountants' Report
Page 3
MAS ACQUISITION XIX CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM (INCEPTION) JANUARY 6, 1997 THROUGH
MARCH 31, 2000
DEFICIT
ACCUMULATED
DURING THE
COMMON STOCK DEVELOPMENT
SHARES AMOUNT STAGE TOTAL
------ ------ ----------- -----
Shares issued at
inception for
organizational
costs aggregating
$90 8,500,000 $ 90 $ - $ 90
Shares issued for
services at $.001
per share during
January, 1997 500 1 - 1
Gift shares issued
during March, 1997
@ $.001 per share 7,500 8 - 8
Net (Loss) for the
period - - (23) (23)
- ------------------------------------------------------------------------------
Balance June 30, 1997 8,508,250 99 (23) (23)
Net (Loss) for the
year - - (18) (18)
- ------------------------------------------------------------------------------
Balance June 30, 1998 8,508,250 99 (41) 58
Shares issued for
services at $.001
per share during
September, 1998 750 1 1 1
Gift shares issued
during September,
1998 at $.001 per
share 10,800 11 - 11
Net (Loss) for the
year - - (30) (30)
- ------------------------------------------------------------------------------
Balance June 30, 1999 8,519,800 111 (71) 40
Net (Loss) for the
period - - (4) (4)
----------- -------------- ------------- ---------
Balance September 30,
1999 8,519,800 111 (75) 36
Shares issued for
services at $.001
per share during
October 1999 100 - - -
Net (Loss) for the
period - - (5) (5)
------------ -------------- ------------- --------
Balance
December 31, 1999 8,519,900 111 (80) 31
Reverse stock
split March 3, 2000 (8,518,900) - - -
Net (Loss) for the
period - - (5) (5)
- ------------------------------------------------------------------------------
Balance March 31, 2000 1,000 $ 111 $ (85) $ 26
============ ============ ============== =========
See Accompanying Notes and Accountants' Report
Page 4
MAS ACQUISITION XIX CORP
(A DEVELOPMENT STAGE CORPORATION)
STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2000
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (Loss) $ (5)
Adjustments to reconcile net (loss) to net cash
provided by (used in) operating activities:
Amortization 5
Issuance of common stock for services -
Gift shares issued -
------------
Net cash provided by (used in)
operating activities -
------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash provided by (used in)
investing activities -
CASH FLOWS FROM FINANCING ACTIVITIES:
Net cash provided by (used in)
financing activities -
------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS -
BEGINNING CASH AND CASH EQUIVALENTS $ -
============
See Accompanying Notes and Accountants' Report
Page 5
MAS ACQUISITION XIX CORP
(A DEVELOPMENT STATE CORPORATION)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000
NOTE 1- SIGNIFICANT ACCOUNTING POLICIES:
-------------------------------
A. Organization
- ---------------
The Company was incorporated on January 6, 1997, in the State of Indiana. The
Company is in the development stage and its intent is to locate suitable
business ventures to acquire. The Company has had no significant business
activity to date and has chosen June 30, as a year end.
On March 3, 2000, the Company exchanged 8,250,000 shares of its stock for
1,500,000 shares of Pinnacle Business Management, Inc., a Nevada corporation.
The result is that the company was acquired by Pinnacle Business Management,
Inc. After this exchange a reverse stock split occurred leaving Pinnacle
Business Management, Inc. as the sole shareholder of the Company.
B. Cash and Cash Equivalents
- -------------------------
Cash and cash equivalents consist of cash and other highly liquid debt
instruments with an original maturity of less than three months.
C. Intangible Assets
- -----------------
The cost of intangible assets is amortized using the straight-line method over
the estimated useful economic life (five years for organizational costs). They
are stated at cost less accumulated amortization. The Company reviews for the
impairment of long-lived assets and certain identifiable intangibles whenever
events or changes in circumstances indicate that the carrying value of the asset
may not be recoverable. An impairment loss would be recognized when estimated
future cash flows expected to result from the use of the asset and its eventual
disposition is less than its carrying amount. No such impairment losses have
been identified in the periods presented.
Page 6
MAS ACQUISITION XIX CORP
(A DEVELOPMENT STAGE CORPORATION)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 2000
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES - (CONTINUED)
--------------------------------------------
D. Net Loss per Share
- ---------------------
Basic loss per share is computed by dividing the net loss for the period by the
weighted average number of common shares outstanding for the period.
E. Use of Estimates
- ------------------
The preparation of the Company's financial statements requires management to
make estimates and assumptions that effect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from these
estimates.
F. Income Taxes
- ---------------
Deferred income taxes may arise from temporary differences resulting from income
and expense items reported for financial reporting and tax purposes in different
periods. Deferred taxes arising from temporary differences that are not related
to an assets or liability are classified as current or non-current depending on
the periods in which the temporary differences are expected to reverse.
NOTE 2- STOCKHOLDERS' EQUITY
--------------------
At inception the Company issued 8,500,000 shares of is $.001 par value common
stock to an officer as reimbursement of organization costs paid by the officer.
Fair value used for this transaction of $90 is based upon the actual cost of
incorporation.
During January, 1997 the Company issued 500 shares of its $.001 par value common
stock to directors as compensation valued at $1.
Page 7
MAS ACQUISITION XIX CORP
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 2000
NOTE 2 - STOCKHOLDERS' EQUITY (CONTINUED)
--------------------------------
During March 1997 the Company issued 7,750 shares of its common stock to foreign
citizens as a gift with an aggregate value of $8.
During September, 1998 the Company issued 750 shares of its $.001 par value
common stock to directors as compensation valued at $1.
During September, 1998 the Company issued 10,800 shares of its common stock to
foreign citizens as a gift with an aggregate fair value of $11.
During October, 1999 the Company issued 100 shares of its common stock to one
individual with an aggregate fair value of $0.
On March 3, 2000 the Company entered into an exchange agreement and was acquired
by Pinnacle Business Management, Inc., a reporting entity on the OTC Exchange.
(PCBM).
NOTE 3 - LIQUIDITY AND CAPITAL RESOURCES:
-------------------------------
As of March 31, 2000 the Company had no cash or capital reserves.
NOTE 4- INCOME TAXES
There is no provision for income taxes at March 31, 2000. The Company has a
small net operating loss which expires thru 2013.
Page 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Management's discussion is based on an analysis of the financial statements
for the three months ended March 31, 2000. No comparison is made for the
corresponding financial period of the prior year because that information is not
available. The company became reporting in August 1999, therefore no separate
review of interim periods before August are available. The company only has
year-end audited financial statements for 1999. Pinnacle Business Management,
Inc., ("Pinnacle") acquired the company on March 3, 2000. Pinnacle has not had
sufficient time to hire an accountant to review the financial data for the three
months ended March 31, 1999. The company has limited operations for 1999.
Furthermore, the minuscule nature of the numbers do not warrant the expense that
would be generated by performing a review of the numbers for that quarter. The
company's audited 1999 financial statements are included in the company's Form
10-SB, filed October 28, 1999.
PAST AND FUTURE FINANCIAL CONDITION
The company is in the development stage. It has had no significant business
activity since inception.
RESULTS OF OPERATIONS
The company has no assets, liabilities or operating revenues. The company
had administrative costs of $5 for the three months ended March 31, 2000. The
company has a net loss for the period of $5.
LIQUIDITY
Management does not expect that the company will meet its expenses during
the next twelve months. However, Management does not foresee the company
incurring any significant expenses during the next twelve months. Management
expects to incur small loans to provide the money necessary for operational
expenses.
PART II. OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Amendment to the Articles of Incorporation
On March 24, 2000, the company filed amendments to the Articles of
Incorporation of the company. Article III of the Articles originally provided
that the company was authorized to issue 20 million preferred shares of stock
and 80 million common shares, both with a par value of $.001. The board of
directors voted to amend the Articles on March 3, 2000. The amendment provides
that the shares are subject to a 8,250 reverse stock split.
In a resolution dated, March 3, the board of directors adopted by unanimous
written consent a resolution reducing all the issued and outstanding shares of
common stock of the company on a 8,250:1 ratio.
Item 5. OTHER INFORMATION.
Acquisition of MAS Acquisition XIX Corp. by Pinnacle Business Management, Inc.
Pursuant to a Stock Exchange Agreement (the "Exchange Agreement") dated
March 3, 2000, between the MRC Legal Services Corporation, a California
corporation, which is the controlling shareholder of the company, and Pinnacle,
1,500,000 shares of common stock of Pinnacle were exchanged for 96.8% (8,250,000
shares) of the company. Through this transaction, the company became a
subsidiary corporation of Pinnacle.
The Exchange Agreement was adopted by the unanimous consent of the board of
directors of the company on March 3, 2000. The Exchange Agreement was adopted by
the unanimous consent of the board of directors of Pinnacle on March 3, 2000. No
approval of the shareholders of the company or Pinnacle is required under
applicable state corporate law.
Prior to the merger, the company had 8,519,800 shares of common stock
outstanding of which 8,250,000 were exchanged for 1,500,000 shares of common
stock of Pinnacle. By virtue of the exchange, Pinnacle acquired 96.8% of the
issued and outstanding common stock of the company.
Pinnacle filed a Form 8-K to disclose Pinnacle's acquisition of the
company. The Form 8-K is dated March 6, 2000. An amendment to the Form 8-K was
filed on May 3, 2000, which includes audited financial statements for Pinnacle.
The Form 8-K and the amendment are incorporated into this report by reference.
Change in Directors
The board of directors adopted a resolution by unanimous written consent on
March 3, 2000. The written consent accepts the resignation of Aaron Tsai as
Director and President of the company. The written consent appoint Michael Bruce
Hall as a Director, President, Secretary and Treasurer of the company.
Item 6. Exhibits and Reports on Form 8-K
Exhibit Exhibit Number
______________________________________________________________________________
Articles of Incorporation 3.1
Incorporated by reference from
Form 10-SB, dated October 28,
1999
Exhibit 3.0
Amendments to the Articles of Incorporation 3.2
Bylaws 3.3
Incorporated by reference from
Form 8-K, dated October 28,
1999
Exhibit 3.1
Consent of accountants 23
Financial Data Schedule 27
Form 8-K, March 6, 2000 99.1
Incorporated by Reference
Form 8-K/A, May 3, 2000 99.2
Incorporated by Reference
Reports on 8-K
A Form 8-K was filed on March 6, 2000, to disclose the acquisition of the
company by Pinnacle. An amendment to the Form 8-K was filed on May 3, 2000,
which included audited financial statements for Pinnacle for the years ending
1998 and 1999. A copy of the Form 8-K and the amendment are incorporated by
reference to this report.
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.
MAS ACQUISITION XIX CORP.
Date: May 15, 2000 By: /s/ Jeffrey G. Turino
------------------------------------------
Jeffrey G. Turino, Chief Executive Officer
/s/ Michael B. Hall
------------------------------------------
Michael B. Hall, President and Director