U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
(Mark One)
[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the quarterly period ended June 30, 2002
[ ] 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.
-----------------------------------------------------------------
(Exact Name of Small Business Issuer as Specified in Its Charter)
New Jersey 88-0284402
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
266 Cedar Street, Cedar Grove, New Jersey 07009
-----------------------------------------------
(Address of Principal executive offices)
(973) 239-2952
------------------------------------------------
(Issuer's telephone number, including area code)
---------------------------------------------------------------
(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 August 1, 2002: 10,088,235 shares
Transitional Small Business Disclosure Format (check one):
Yes [ ] No [X]
Hibshman Optical Corp.
(A Development Stage Company)
PRELIMINARY STATEMENT:
The registrant's original Form 10-QSB filing dated August 9, 2002 for the June
30, 2002 period is being amended to include the proper financial statements of
the registrant. The prior Form 10-QSB filing included financial statements of a
non-affiliated company due to an administrative error.
TABLE OF CONTENTS
PART I Page
----
Item 1 - Financial Information (unaudited)
Hibshman Optical Corp.
Balance Sheets as of
June 30, 2002 and December 31, 2001.......................... 3
Statements of Operations
for the three and six months period
ended June 30, 2002 and June 30, 2001........................ 4
Statements of Cash Flows
for the six months period
ended June 30, 2002 and June 30, 2001........................ 5
Notes to Financial Statements (unaudited)........................ 6
Item 2 Management's Discussion and Analysis of
Financial Condition and Results of Operations.................. 8
PART II
Item 1 - Legal Proceedings................................................ 10
Item 2 - Changes in Securities and Use of Proceeds........................ 10
Item 3 - Defaults Upon Senior Securities.................................. 10
Item 4 - Submission of Matters to a Vote of Security Holders.............. 10
Item 6 - Exhibits and Reports on Form 8-K................................. 10
2
HIBSHMAN OPTICAL CORPORATION
BALANCE SHEETS
June 30, December 31,
ASSETS 2002 2001
- ------ ----------- -----------
(Unaudited) (Audited)
Current Assets:
Cash and cash equivalents $ 47,937 $ 50,086
----------- -----------
Total Current Assets 47,937 50,086
----------- -----------
Total Assets $ 47,937 $ 50,086
=========== ===========
LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT)
- -----------------------------
Current Liabilities:
Accrued interest payable $ 2,786 $ 326
Accounts payable 9,545 9,491
----------- -----------
Total Current Liabilities 12,331 9,817
Convertible Notes Payable 62,000 62,000
----------- -----------
Total Liabilities 74,331 71,817
----------- -----------
Stockholders' Equity (Deficit):
Common stock, $.001 par value, 100,000,000
shares authorized, 10,088,235 shares issued
and outstanding at June 30, 2002 and
December 31, 2001 10,088 10,088
Additional paid-in capital 19,912 19,912
Retained earnings (deficit) (56,394) (51,731)
----------- -----------
Total Stockholders' Equity (Deficit) (26,394) (21,731)
----------- -----------
Total Liabilities and Stockholders' Equity (Deficit) $ 47,937 $ 50,086
=========== ===========
- --------------------
The accompanying notes are an integral part of these financial statements.
3
HIBSHMAN OPTICAL CORPORATION
STATEMENTS OF OPERATIONS
(UNAUDITED)
For the Three Months Ended For the Six Months Ended
June 30, June 30,
---------------------------- ----------------------------
2002 2001 2002 2001
------------ ------------ ------------ ------------
Revenues $ -- $ -- $ -- $ --
Cost of Revenues -- -- -- --
------------ ------------ ------------ ------------
Gross Profit -- -- -- --
Other Costs:
General and administrative expenses 1,515 1,670 3,254 3,680
------------ ------------ ------------ ------------
Total Other Costs 1,515 1,670 3,254 3,680
Other Income and Expense:
Interest income (expense) net (720) (384) (1,409) (674)
------------ ------------ ------------ ------------
Net Loss before Income Taxes (2,235) (2,054) (4,663) (4,354)
Income Taxes -- -- -- --
------------ ------------ ------------ ------------
Net Loss $ (2,235) $ (2,054) $ (4,663) $ (4,354)
============ ============ ============ ============
Earnings (Loss) per Share:
Basic and diluted earnings (loss) per
common share $ -- $ -- $ -- $ --
============ ============ ============ ============
Basic and diluted common shares
outstanding 10,088,235 10,088,235 10,088,235 10,088,235
============ ============ ============ ============
- --------------------
The accompanying notes are an integral part of these financial statements.
4
HIBSHMAN OPTICAL CORPORATION
STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the Six Months Ended
June 30,
--------------------------
2002 2001
----------- -----------
Cash Flows from Operating Activities:
Net loss $ (4,663) $ (4,354)
Adjustments to reconcile net loss to net cash
used in operating activities:
Interest expense 2,460 2,000
Change in liabilities:
Increase (decrease) in accounts payable 54 (1,803)
----------- -----------
Net cash used in operating
activities (2,149) (4,157)
----------- -----------
Cash Flows from Investing Activities -- --
----------- -----------
Cash Flows from Financing Activities -- --
----------- -----------
Net Decrease in Cash and Cash Equivalents (2,149) (4,157)
Cash and Cash Equivalents, beginning of period 50,086 55,303
----------- -----------
Cash and Cash Equivalents, end of period $ 47,937 $ 51,146
=========== ===========
Supplemental Disclosures of Cash Flow Information:
Amounts paid during the period for:
Interest $ -- $ --
=========== ===========
Taxes $ -- $ --
=========== ===========
- --------------------
The accompanying notes are an integral part of these financial statements.
5
HIBSHMAN OPTICAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2002
1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company
- -----------
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 public corporation which filed for
the protection of the Bankruptcy Court in 1989, to assist with the
reorganization of PRS either through the operation of a related business or
through a merger or combination with an operating company. During the bankruptcy
proceeding a reorganization plan was developed which was considered by the Court
and Creditors committee which provided that PRS will issue 15% of the total
shares of each subsidiary to the creditors and shareholders who as classes
receive a total of 10% and 5%, respectively. Pursuant to that plan the Court
entered an order in May of 1996 authorizing said issuances based upon the
authority of an exemption from registration, Section 3(a)(10) of the Securities
Act of 1933, as amended. As a result, approximately 1,000,000 shares were
authorized to the creditor class and approximately 500,000 shares were
authorized to the stockholders of PRS as a class. The balance of approximately
8,500,000 shares were acquired directly from the Bankruptcy Court by a
nonaffiliated third party approved in the bankruptcy proceeding in May of 1996.
PRS was discharged from bankruptcy after its Chapter XI proceeding was converted
to a Chapter 7 proceeding.
The Company will attempt to identify and negotiate with a business target for
the merger of that entity with and into the Company. In certain instances, a
target company may wish to become a subsidiary of the Company or may wish to
contribute assets to the Company rather than merge. No assurances can be given
that the Company will be successful in identifying or negotiating with any
target company. The Company provides a means for a foreign or domestic private
company to become a reporting (public) company whose securities would be
qualified for trading in the United States secondary market.
Earnings (Loss) Per Share
- -------------------------
As of December 31, 1997, the Financial Accounting Standards Board issued
Statement No. 128, "Earnings Per Share" (SFAS 128) replacing the calculation of
primary and fully diluted earnings per share with Basic and Diluted earnings per
share. Unlike primary earnings per share, basic earnings per share excludes the
dilutive effects of options, warrants and convertible securities and thus is
computed by dividing income available to common stockholders by the weighted
average number of common shares outstanding. Diluted earnings per share is
similar to the previously fully diluted earnings per share. Diluted earnings per
share reflects the potential dilution that could occur if securities or other
agreements to issue common stock were exercised or converted into common stock.
Diluted earnings per share is computed based upon the weighted average number of
common shares and dilutive common equivalent shares outstanding.
6
HIBSHMAN OPTICAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2002
(Continued)
1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Impairment of Long-Lived Assets
- -------------------------------
The Company has adopted Statement of Financial Accounting Standards No. 144
(SFAS 144), "Accounting for the Impairment or Disposal of Long-Lived Assets,"
which is effective for years beginning after December 15, 2001. SFAS 144
supersedes SFAS 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of". The primary objectives of SFAS 144 are to
develop one accounting model based on the framework established in SFAS 121 for
long-lived assets to be disposed of by sale, and to address significant
implementation issues. The adoption of SFAS 144 had no impact on the Company's
financial condition or results of operations.
Reclassifications
- -----------------
Certain reclassifications have been made to the prior period balances to conform
to the current period's presentation.
2. INTERIM PRESENTATION
The December 31, 2001 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 normal and recurring adjustments necessary to
present fairly the financial position of the Company as of June 30, 2002, its
results of operations for the three months and six months ended June 30, 2002
and 2001, and its cash flows for the six months ended June 30, 2002 and 2001.
The statements of operations for the three months and six months ended June 30,
2002 and 2001 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, 2001.
7
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 six months ended June 30, 2002 and June 30, 2001. 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. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof. This
discussion should be read in conjunction with our Financial Statements and
respective notes included elsewhere in this Report.
The Company was formed in 1991 under the name PRS Sub I, Inc. as a
subsidiary of People Ridesharing Systems, Inc., ("PRS") a public corporation
which filed for the protection of the Bankruptcy Court in 1989, to assist with
the reorganization of PRS either through the operation of a related business or
through a merger or combination with an operating company. During the bankruptcy
proceeding a reorganization plan was developed which was considered by the Court
and creditors committee which provided that PRS will issue 15% of the total
shares of common stock of each subsidiary to the creditors and shareholders who,
as a class would receive a total of 10% and 5% of those shares respectively.
Pursuant to that plan the Court entered an order in May of 1996 authorizing said
issuances based upon the authority of an exemption from registration provided in
Section 3 (a) (10) of the Securities Act of 1933, as amended. As a result,
approximately 1,000,000 shares were authorized to be issued to the creditor
class and approximately 500,000 shares were authorized to be issued to the
stockholders of PRS as a class. 8,500,000 shares were acquired directly from the
Bankruptcy Court by a nonaffiliated third party approved in the bankruptcy
proceeding in May of 1996. PRS was discharged from bankruptcy after its Chapter
XI proceeding was converted to a Chapter 7 proceeding.
In March 1992, the Board of Directors authorized the name change from PRS
Sub I, Inc. to Service Lube Inc. The Company entered into a transaction with an
operating company in March of 1992 and in April 1992 the Board of Directors of
the Company authorized the name change from Service Lube, Inc. to Fianza
Commercial Corp. On April 23, 1992 the Board of Directors and shareholders
authorized the name change from Fianza Commerical Corp. to Hibshman Optical
Corporation. Due to a change in the policy of that operating company's
management team, the transaction between the Company and the operating company
was rescinded and the stock ownership of Hibshman Optical Corp. was transferred
to John B.M. Frohling, Esq., in exchange for monies owed to Mr. Frohling on
account for legal services rendered to the Company. This returned the Company to
its status as a public company with no assets and no liabilities, Mr. Frohling
having canceled any obligations owed to him by the Company and its former
principal stockholders.
On May 5, 1996, Mr. Frohling sold his interest in the Company to the
"Catizone Group." The Company currently seeks to merge with a going concern,
preferably with assets and a financial history, such that same will facilitate
the merged entity to trading status. We will not restrict our search to any
8
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. We anticipate that
we will be able to participate in only one potential business venture in the
near future because the Company has nominal assets and limited financial
resources. See "FINANCIAL STATEMENTS." This lack of diversification should be
considered a substantial risk to our shareholders because it will not permit us
to offset potential losses from one venture against gains from another.
We intend to 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 attendant with risk. We believe (but have 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
We have, and will continue to have, very limited to no capital with which
to provide the owners of business opportunities with any cash or other assets.
However, we believe 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. We have not conducted market research and are 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 June 30, 2002, we had total assets of $47,937 as compared to $50,086
at December 31, 2001 reflecting a decrease of $2,149. As of June 30, 2002, we
had total liabilities of $74,331 as compared to $71,817 at December 31, 2001,
reflecting an increase in liabilities of $2,514. Reflecting the foregoing, the
financial statements indicate that at June 30, 2002, we had a working capital
(current assets minus current liabilities) of $35,606, and at December 31, 2001
we had a working capital of $40,269. However, at June 30, 2002 we had a deficit
in stockholders' equity of ($26,394) compared to a deficit in stockholders'
equity of ($21,731) at December 31, 2001.
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
9
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 $1,515 for the three-month period ended
June 30, 2002 versus $1,670 for the analogous three-month period ended June 30,
2001, reflecting an decrease of $155.
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.
Item 2 - Changes in Securities and Use of Proceeds
The total number of shares of Common Stock issued and outstanding as of
August 1, 2002 was 10,088,235.
No new shares were issued during the three months ended June 30, 2002.
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.
10
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: August 14, 2002 By: /s/ PASQUALE CATIZONE
--------------------------------------
Pasquale Catizone, President
Date: August 14, 2002 By: /s/ CARMINE CATIZONE
--------------------------------------
Carmine Catizone, Treasurer and
Chief Financial and Accounting Officer
11