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 September 30, 2001
[ ] Transition report under Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period from __________ to __________
Commission File Number 0-20297
HIBSHMAN OPTICAL CORP.
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(Exact Name of Small Business Issuer as Specified in Its Charter)
New Jersey 88-0284402
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(State or other jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
266 Cedar Street, Cedar Grove, New Jersey 07009
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(Address of Principal executive offices)
(973) 239-2952
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(Issuer's telephone number, including area code)
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(Former Name, Former Address and Former Fiscal Year, if Changed
Since Last Report)
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 issuer 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 September 30 2001: 10,088,235 shares
Transitional Small Business Disclosure Format (check one):
Yes [ ] No [X]
Hibshman Optical Corp.
(A Development Stage Company)
TABLE OF CONTENTS
PART I Page
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Item 1 - Financial Information (unaudited)
Hibshman Optical Corp.
Balance Sheets as of
September 30, 2001 and December 31, 2000.......................... 3
Statements of Operations
for the three and nine months period
ended September 30, 2001 and 2000................................. 4
Statements of Cash Flows
for the nine months period
ended September 30, 2001 and 2000................................. 5
Notes to Financial Statements (unaudited).............................. 6
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations...................... 7
PART II
Item 1 - Legal Proceedings.................................................. 8
Item 2 - Changes in Securities and Use of Proceeds.......................... 9
Item 3 - Defaults Upon Senior Securities.................................... 9
Item 4 - Submission of Matters to a Vote of Security Holders................ 9
Item 6 - Exhibits and Reports on Form 8-K................................... 9
2
HIBSHMAN OPTICAL CORPORATION
BALANCE SHEETS
September 30, December 31,
2001 2000
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ASSETS (Unaudited) (Audited)
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Current Assets:
Cash and cash equivalents $ 50,573 $ 55,303
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$ 50,573 $ 55,303
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LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
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Current Liabilities:
Accounts payable and accrued
expenses $ 16,997 $ 15,513
Convertible notes payable 50,000 50,000
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Total Current Liabilities 66,997 65,513
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Stockholders' Equity (Deficit):
Common stock, $.001 par value, 100,000,000
shares authorized, 10,088,235 shares issued
and outstanding at September 30, 2001 and
December 31, 2000 10,088 10,088
Additional paid-in-capital 19,912 19,912
Retained earnings (deficit) (46,424) (40,210)
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Total Stockholders' Equity (Deficit) (16,424) (10,210)
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$ 50,573 $ 55,303
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See accompanying notes to these financial statements.
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HIBSHMAN OPTICAL CORPORATION
STATEMENTS OF OPERATIONS
(UNAUDITED)
For the Three Months Ended For the Nine Months Ended
September 30, September 30,
2001 2000 2001 2000
---- ---- ---- ----
Revenues $ -- $ -- $ -- $ --
Cost of Revenues -- -- -- --
------------ ------------ ------------ ------------
Gross Profit -- -- -- --
Other Costs:
General and administrative
Expenses 1,400 2,250 5,080 3,000
------------ ------------ ------------ ------------
Total Other Costs 1,400 2,250 5,080 3,000
Other Income and Expense:
Interest income (expense) (460) (286) (1,134) (886)
------------ ------------ ------------ ------------
Net Loss before Income Taxes (1,860) (2,536) (6,214) (3,886)
Income Taxes -- -- -- --
------------ ------------ ------------ ------------
Net Loss $ (1,860) $ (2,536) $ (6,214) $ (3,886)
============ ============ ============ ============
Earnings (Loss) per Share:
Basic and diluted earnings (loss)
per common share $ (0.00) $ (0.00) $ (0.00) $ (0.00)
============ ============ ============ ============
Basic and diluted common
shares outstanding 10,088,235 10,088,235 10,088,325 10,088,325
============ ============ ============ ============
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See accompanying notes to these financial statements.
4
HIBSHMAN OPTICAL CORPORATION
STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the Nine Months Ended
September 30,
2001 2000
---- ----
Cash Flows from Operating Activities:
Net loss $ (6,214) $ (3,886)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Increase in accounts payable and
accrued expenses 1,484 6,000
-------- --------
Net cash provided by (used in) operating
activities (4,730) 2,114
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Net Increase (Decrease) in Cash and Cash Equivalents (4,730) 2,114
Cash and Cash Equivalents, beginning of period 55,303 52,887
-------- --------
Cash and Cash Equivalents, end of period $ 50,573 $ 55,001
======== ========
Supplemental Disclosures of Cash Flow Information:
Amounts paid during the period for:
Interest $ -- $ --
======== ========
Taxes $ -- $ --
======== ========
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See accompanying notes to these financial statements.
5
HIBSHMAN OPTICAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2001
NOTE 1
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Hibshman Optical Corporation (formerly known as Fianza Commercial Corp.) and
hereinafter referred to as the "Company" was formed in 1991 as a subsidiary of
People Ridesharing Systems, Inc. ("PRS"), a company that filed for
reorganization under Chapter 11 of the Bankruptcy Act. As a result of an
arrangement with the Bankruptcy Court and PRS, ownership in the Company was to
be provided to the creditors and stockholders of PRS who received ten percent
and five percent, respectively, of the outstanding stock of the Company upon the
sale of the Company and in contemplation of a merger. In addition, the Company
sold eighty-five percent of the Company's stock to nonaffiliated parties.
NOTE 2
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The December 31, 2000 balance sheet data was derived from audited financial
statements but does not include all disclosures required by generally accepted
accounting principles. In the opinion of management, the accompanying unaudited
financial statements contain all adjustments necessary to present fairly the
financial position as of September 30, 2001, the results of operations for the
three months and nine months ended September 30, 2001 and 2000, and cash flows
for the nine months ended September 30, 2001 and 2000.
The statements of operations for the three months and nine months ended
September 30, 2001 and 2000 are not necessarily indicative of results for the
full year.
While the Company believes that the disclosures presented are adequate to make
the information not misleading, these financial statements should be read in
conjunction with the financial statements and accompanying notes included in the
Company's Annual Report on Form 10-KSB for the year ended December 31, 2000.
NOTE 3
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Earnings (loss) per share are based on the weighted average number of common
shares outstanding including common stock equivalents.
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ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS
The following is management's discussion and analysis of significant
factors which have affected the Company's financial position and operations
during the three and nine month periods ended September 30, 2001 and September
30, 2000. This discussion also includes events which occurred subsequent to the
end of the period and contains both historical and forward- looking statements.
When used in this discussion, the words "expect(s)", "feel(s)","believe(s)",
"will", "may", "anticipate(s)" "intend(s)" and similar expressions are intended
to identify forward-looking statements. Such statements are subject to certain
risks and uncertainties, which could cause actual results to differ materially
from those projected.
It is our purpose to seek, investigate and, if such investigation warrants,
acquire an interest in a business entity presented to us by persons or firms who
or which desire to seek the perceived advantages of a corporation which has a
class of securities registered under the Exchange Act. We will not restrict our
search to any specific business, industry, or geographical location and we may
participate in a business venture of virtually any kind or nature. This
discussion of the proposed business is not meant to be restrictive of our broad
discretion to search for and enter into potential business opportunities.
Management anticipates that it will be able to participate in only one potential
business venture in the near future because we have nominal assets and limited
financial resources. This lack of diversification should be considered a
substantial risk to the shareholders of the Company because it will not permit
us to offset potential losses from one venture against gains from another.
We may seek a business opportunity with an entity which has recently
commenced operations, or which wishes to utilize the public marketplace in order
to raise additional capital to expand into new products or markets, to develop a
new product or service, or for other corporate purposes. We may acquire assets
and establish wholly-owned subsidiaries in various businesses or acquire
existing businesses as subsidiaries.
We anticipate that the selection of a business opportunity in which to
participate will be complex and extremely risky. Management believes (but has
not conducted any research to confirm) that there are business entities seeking
the perceived benefits of a publicly registered corporation. Such perceived
benefits may include facilitating or improving the terms on which additional
equity financing may be sought, providing liquidity for incentive stock options
or similar benefits to key employees, increasing the opportunity to use
securities for acquisitions, providing liquidity for shareholders and other
factors. Business opportunities may be available in many different industries
and at various stages of development, all of which will make the task of
comparative investigation and analysis of such business opportunities difficult
and complex.
Liquidity and Capital Resources
The Company has, and will continue to have, very limited to no capital with
which to provide the owners of business opportunities with any cash or other
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assets. However, management believes we will be able to offer owners of
acquisition candidates the opportunity to acquire a controlling ownership
interest in a publicly registered company without incurring the cost and time
required to conduct an initial public offering. Management has not conducted
market research and is not aware of statistical data to support the perceived
benefits of a merger or acquisition transaction for the owners of a business
opportunity.
As of September 30, 2001, we had total assets of $50,573 as compared to
$55,303 at December 31, 2000 reflecting a decrease of $4,730. As of September
30, 2001, we had total liabilities of $66,997 as compared to $65,513 at December
31, 2000, reflecting an increase in liabilities of $1,484. Reflecting the
foregoing, the financial statements indicate that at September 30, 2001, we had
a working capital deficit (current assets minus current liabilities) of
($16,424) and at December 31, 2000 we had a working capital deficit of
($10,210).
In the event that we need any additional funds for operating capital or for
costs in connection with searching for or completing an acquisition or merger,
management contemplates that it will seek to issue additional shares of our
common stock. There is no fixed minimum or maximum amount we will raise in
connection with such an issuance. We do not intend to borrow any funds to make
any payments to promoters, management or their affiliates or associates.
Results of Operations
We are presently in the very early stages of seeking an interest in a
business entity. Unless and until we successfully identify and acquire an
interest in a business entity, we will continue to generate no revenues from
operations. Except for the foregoing, we have never engaged in any significant
business activities.
The financial statements which are included in this Report reflect total
general and administrative expenses of $1,400 for the three-month period ended
September 30, 2001 versus $2,250 for the analogous three-month period ended
September 30, 2000, reflecting an decrease of $850.
The Company has never commenced its proposed operations and therefore, has
generated no revenues there from.
PART II
OTHER INFORMATION
Item 1 - Legal Proceedings
We are unaware of any other pending or threatened legal proceedings to
which the Company is a party or of which any of its assets is the subject.
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Item 2 - Changes in Securities and Use of Proceeds
The total number of shares of Common Stock issued and outstanding as of
September 30, 2001 was 10,088,235.
No new shares were issued during the three months ended September 30, 2001.
Item 3 - Defaults Upon Senior Securities
Not applicable.
Item 4 - Submission of Matters to a Vote of Security Holders
Not applicable.
Item 6 - Exhibits and Reports on Form 8-K
Not applicable.
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant has
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
HIBSHMAN OPTICAL CORP,
Date: November 8, 2001 By: /s/ PASQUALE CATIZONE
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Pasquale Catizone, President
Date: November 8, 2001 By: /s/ CARMINE CATIZONE
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Carmine Catizone, Treasurer and
Chief Financial and Accounting Officer
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