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 DECEMBER 31, 2000
MAS ACQUISITION XIX CORP.
(Name of Small Business Issuer in its charter)
Indiana 35-2082971
(State or other jurisdiction) (I.R.S. incorporation or organization
Employer Identification Number)
2963 Gulf to Bay Blvd., Suite 265, Clearwater, Florida 33759
(Address of principal executive offices and zip code)
1710 E. Division Street, Evansville, Indiana 47711
(Former address of principal executive offices and zip code)
Registrant's telephone number, including area code:
(727) 669-7781
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 December 31, 2000, the Registrant has 1,000 shares of common stock
outstanding.
Transitional Small Business Disclosure Format. Yes [ ] No [X]
TABLE OF CONTENTS PAGE
PART I. FINANCIAL INFORMATION
ITEM I. FINANCIAL STATEMENTS
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
MAS ACQUISITION XIX CORP.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
DECEMBER 31, 2000 and 1999
TABLE OF CONTENTS
ACCOUNTANTS REVIEW REPORT 1
FINANCIAL STATEMENTS
BALANCE SHEET 2
STATEMENT OF OPERATIONS 3
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY 4
STATEMENT OF CASH FLOWS 5
NOTES TO FINANCIAL STATEMENTS 6-8
Shareholders and Board of Directors
MAS ACQUISITION XIX CORP.
(A Development Stage Corporation)
We have reviewed the accompanying balance sheet of MAS Acquisition XIX Corp. as
of December 31, 2000 and 1999, and the related statements of operations and
retained earnings and cash flow for the six 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, & CO., L.L.C.
- -----------------------------------------------------------
BAGELL, JOSEPHS, & CO., L.L.C
Certified Public Accountants
January 9, 2001
Gibbsboro, New Jersey
Page 1
MAS ACQUISITION XIX CORP
(A Development Stage Corporation)
BALANCE SHEETS
DECEMBER 31, 2000 and 1999
2000 1999
------ ------
ASSETS
Organizational costs,
net of accumulated amortization $ 11 $ 36
LIABILITIES AND STOCKHOLDERS' EQUITY
STOCKHOLDER'S 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 111 111
Accumulated deficit (100) (75)
------ ------
Total Stockholders' Equity 11 36
------ ------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 11 $ 36
------ ------
See Accountants' Review Report and Notes to Financial Statements
Page 2
MAS ACQUISITION XIX CORP
(A Development Stage Corporation)
STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
Six Months Ended December 31, Three Months Ended December 31,
2000 1999 2000 1999
----------- ----------- ----------- ------------
Revenue $ - $ - $ - $ -
Expenses
Amortization 10 9 5 5
----------- ----------- ----------- ------------
Total expenses 10 9 5 5
----------- ----------- ----------- ------------
Net Loss $ (10) $ (9) $ (5) $ (5)
Accumulated Deficit,
Beg. of period $ (90) (66) (85) (65)
----------- ----------- ----------- ------------
Accumulated Deficit,
End of period $ (100) $ (75) $ (95) $ (70)
=========== =========== =========== ============
Weigted average number of common
shares outstanding 2,128,535 8,511,138 2,128,535 8,511,138
=========== =========== =========== ============
Basic loss per share $ - $ - $ - $ -
=========== =========== =========== ============
See Accountants' Review Report and Notes to the Financial Statements
Page 3
MAS ACQUISITION XIX CORP.
(A Development Stage Corporation)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM JANUARY 6, 1997 (INCEPTION)
THROUGH DECEMBER 31, 2000
Accumulated
Deficit During
Common Stock Development
Shares Amount Stage Total
------------- ----------------- -------------- -------------
Shares issued at inception
for organizational costs 8,500,000 $ 90 $ - $ 90
Shares issued for services
at $.001 par valuein January, 1997 500 1 - 1
Shares gifted
at $.001 par valuein March 1997 7,750 8 - 8
Net loss for the year - - (18) (18)
------------- ----------------- -------------- -------------
Balance at June 30,1998 8,508,250 99 (18) 81
Net loss for the year - - (18) (18)
------------- ----------------- -------------- -------------
Balance at June 30, 1999 8,508,250 99 (36) 63
Shares issued for services
at $.001 par value
in September 1998 750 1 - 1
Shares gifted
at $.001 par value
in September 1998 10,800 11 - 11
Net loss for the year - - (30) (30)
------------- ----------------- -------------- -------------
Balance at June 30, 1999 8,518,900 111 (66) 45
Shares issued for services
at $.001 par value
in October 1999 100 - - -
Reverse stock split
In March 2000 (8,518,900) - - -
Net loss for the year - - (24) (24)
------------- ----------------- -------------- -------------
Balance at June 30, 2000 1,000 111 (90) 21
------------- ----------------- -------------- -------------
Net loss for the period - - (10) (10)
------------- ----------------- -------------- -------------
Balance at
December 31, 2000 1,000 $ 111 $ (100) $ 11
============= ================= ============== =============
See Accountants' Review Report and Notes to Financial Statements
Page 4
MAS ACQUISITION XIX CORP
(A Development Stage Corporation)
STATEMENT OF CASH FLOWS
THREE MONTHS ENDED DECEMBER 31, 2000 AND 1999
December 31, December 31,
2000 1999
-------------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES: $ (10) $ (9)
Net loss -------------- --------------
Adjustment to reconcile net loss
to net cash provided by
operating activities:
Amortization 10 9
-------------- --------------
Total adjustments 10 9
-------------- --------------
Net cash provided by
operating activities - -
-------------- --------------
CASH FLOWS FROM INVESTING ACTIVITES - -
CASH FLOWS FROM FINANCING ACTIVITES - -
-------------- --------------
Net increase in cash and cash equivalents - -
Cash and cash equivalents
Beginning of the period - -
-------------- --------------
End of the period $ - $ -
============== ==============
See Accountants' Review Report and Notes to Financial Statements
Page 5
MAS ACQUISITION XIX CORP
(A Development Stage Corporation)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND 1999
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES:
---------------------------------
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.
Cash and Cash Equivalents
- ----------------------------
For the purposes of the statements of cash flows, the Company considers all
highly liquid debt instruments purchased with a maturing of three months or less
to be cash equivalents.
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.
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.
Use of Estimates
- -----------------
Management uses estimates and assumptions in preparing financial statements in
accordance with generally accepted accounting principles. These estimates and
assumptions affect the reported amount of assets and liabilities, the disclosure
of contingent assets and liabilities, and the reported revenues and expenses.
Actual results could vary from the estimates that were used.
Page 6
MAS ACQUISITION XIX CORP
(A Development Stage Corporation)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000 and 1999
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (cont.)
- ---------------------------------------------
Income Taxes
- -------------
Deferred income tax may arise from temporary differences resulting from income
and expense items reported for financial reporting ands tax purposes in
different periods. Deferred taxes are classified as current or non-current,
depending on the classification of the assets and liabilities to which they
relate. Deferred taxes arising from temporary differences that are not related
to an asset 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.
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., an entity trading on the OTC Bulletin
Board (PCBM). Subsequent to entering into the exchange agreement, the Company
declared a reverse stock split, effectively reducing the outstanding shares to
1,000.
Page 7
MAS ACQUISITION XIX CORP
(A Development Stage Corporation)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000 and 1999
NOTE 3 - LIQUIDITY AND CAPITAL RESOURCES:
- ---------------------------------------------
As of December 31, 2000 and 1999 the Company had no cash or capital reserves.
NOTE 4 - INCOME TAXES
- -------------------------
There is no provision for income taxes at December 31, 2000 and 1999. The
Company has a small net operating loss which expires through 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 six months ended December 31, 2000. A comparison is made for the
corresponding financial period of the prior year. The company became reporting
in August 1999, and had limited operation in 1999. Pinnacle Business Management,
Inc., acquired the company on March 3, 2000. The company's audited June 30, 2000
financial statements are included in the company's Form 10-KSB, filed September
29, 2000.
PAST AND FUTURE FINANCIAL CONDITION
The company is in the development stage. It has had no significant
business activity since inception. The company's purpose is to seek,
investigate, and if such investigation warrants, acquire an interest in business
opportunities presented to it by persons or entities who seek the perceived
advantages of an Exchange Act registered corporation.
RESULTS OF OPERATIONS
The company has no assets, liabilities or operating revenues. The company
had amortized organization costs of $11 for the six months ended December 30,
2000. The company has a net loss for the period of $10.
LIQUIDITY
The company has no capital with which to acquire a business opportunity.
Management does not foresee, however, 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.
The owners of the business opportunities may, however, incur significant
legal and accounting costs in connection with acquisition of a publicly
registered company, including the costs of preparing Form 8-K's, 10-K's or
10-KSB's, agreements and related reports and documents.
PART II. OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
There were no changes in securities and use of proceeds for the period ended
December 31, 2000. The company has 1,000 issued and outstanding shares of common
stock at $.001 par value, which are held by its parent company, Pinnacle
Business Management, Inc.
ITEM 5. OTHER INFORMATION. The company remains inactive. There have been no
other corporate changes for the period ended December 31, 2000.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
There were no Forms 8-K filed, and no were required to be filed, for the
period ended December 31, 2000.
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBITS
_____________________________________________________________
(3)(i) Articles of Incorporation, incorporated by reference in Form 10-SB,
filed on October 28, 1999.
(3)(i)(a) Articles of Amendment of the Articles of Incorporation, adopted by
the Board of Directors of the Company on March 3, 2000 and
filed with the Secretary of State of Indiana on March 24, 2000.
(3)(ii) Bylaws, incorporated by reference in Form 10-SB, filed on October
28, 1999.
(16) Letter regarding change in accountant dated September 21, 2000
certifying Bagell, Joseph, Levine, Firestone & Company, L.L.C.,
as accountants for the Company, incorporated by reference in
Form 10-KSB, filed on September 29, 2000.
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: February 15, 2001
By: /s/ Jeffrey G. Turino
------------------------------------------------
Jeffrey G. Turino, Chief Executive Officer
/s/ Michael B. Hall
------------------------------------------------
Michael B. Hall, President and Director