UNITED STATES
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, 2004
[ ] 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) 857-2414
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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 Securities Exchange Act of 1934 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 ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Check whether the registrant filed all reports required to be filed by Section
12, 13 or 15(d) of the Securities Exchange Act of 1934 after the distribution of
securities under a plan confirmed by a court.
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 November 15, 2004: 10,088,235 shares
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
Hibshman Optical Corp.
(A Development Stage Company)
TABLE OF CONTENTS
Page
PART I FINANCIAL INFORMATION
Item 1 - Financial Statements (unaudited)
Hibshman Optical Corp.
Balance Sheets as of
September 30, 2004 and December 31, 2003 ...................... 3
Statements of Operations
for the three months
ended September 30, 2004 and September 30, 2003 ............... 4
Statements of Operations
for the nine months
ended September 30, 2004 and September 30, 2003 ............... 4
Statements of Cash Flows
for the nine months
ended September 30, 2004 and September 30, 2003 ............... 5
Notes to Financial Statements (unaudited) ........................ 6
Item 2 - Management's Discussion and Analysis or
Plan of Operations ............................................... 8
Item 3 - Controls and Procedures .......................................... 10
PART II OTHER INFORMATION
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 ................................. 11
SIGNATURES ................................................................ 12
2
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
HIBSHMAN OPTICAL CORPORATION
BALANCE SHEETS
September December 31,
ASSETS 2004 2003
- ------ ------------ ------------
(Unaudited) (Audited)
Current Assets:
Cash and cash equivalents $ 19,737 $ 24,076
Due from related party -- 3,868
------------ ------------
Total Current Assets 19,737 27,944
------------ ------------
Total Assets $ 19,737 $ 27,944
============ ============
LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT)
- -----------------------------
Current Liabilities:
Convertible Notes Payable $ 62,000 $ 62,000
Accrued interest payable 13,966 10,246
Accounts payable 9,974 11,426
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Total Current Liabilities 85,940 83,672
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Total Liabilities 85,940 83,672
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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, 2004 and
December 31, 2003 10,088 10,088
Additional paid-in capital 19,912 19,912
Retained earnings (deficit) (96,203) (85,728)
------------ ------------
Total Stockholders' Equity (Deficit) (66,203) (55,728)
------------ ------------
Total Liabilities and Stockholders' Equity (Deficit) $ 19,737 $ 27,944
============ ============
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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 Nine Months Ended
September 30, June 30,
---------------------------- ----------------------------
2004 2003 2004 2003
------------ ------------ ------------ ------------
Revenues $ -- $ -- $ -- $ --
Cost of Revenues -- -- -- --
------------ ------------ ------------ ------------
Gross Profit -- -- -- --
Other Costs:
General and administrative expenses 1,187 1,198 6,953 12,324
------------ ------------ ------------ ------------
Total Other Costs 1,187 1,198 6,953 12,324
Other Income and Expense:
Interest income (expense) net (1,182) (1,130) (3,522) (3,185)
------------ ------------ ------------ ------------
Net Loss before Income Taxes (2,369) (2,328) (10,475) (15,509)
Income Taxes -- -- -- --
------------ ------------ ------------ ------------
Net Loss $ (2,369) $ (2,328) $ (10,475) $ (15,509)
============ ============ ============ ============
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 Nine Months Ended
September 30,
----------------------------
2004 2003
------------ ------------
Cash Flows from Operating Activities:
Net loss $ (10,475) $ (15,509)
Adjustments to reconcile net loss to net cash
used in operating activities:
Interest expense 3,720 3,720
Change in liabilities:
Decrease in accounts payable (1,452) (6,110)
------------ ------------
Net cash used in operating
activities (8,207) (17,899)
------------ ------------
Cash Flows from Investing Activities: -- --
------------ ------------
Cash Flows from Financing Activities:
Proceeds from amount due from related party 3,868 --
------------ ------------
Net cash provided by financing activities 3,868 --
------------ ------------
Net Decrease in Cash and Cash Equivalents (4,339) (17,899)
Cash and Cash Equivalents, beginning of period 24,076 46,274
------------ ------------
Cash and Cash Equivalents, end of period $ 19,737 $ 28,375
============ ============
Supplemental Disclosures of Cash Flow Information:
Amounts paid during the period for:
Interest $ -- $ --
============ ============
Taxes $ -- $ --
============ ============
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The accompanying notes are an integral part of these financial statements.
5
HIBSHMAN OPTICAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2004
1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company
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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 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.
As of July 1, 2004, the Company entered into an agreement with Mundanjiang
Dongxing Group Co., Ltd. ("Dongxing") and its stockholders ("Dongxing
Stockholders") pursuant to which the Company will acquire 100% of the capital
stock of Dongxing from the Donxing Stockholders (the "Agreement"). As part of
this transaction, the Company will issue to the Dongxing Stockholders and a
consultant such number of shares of its common stock as will constitute 90% of
the outstanding common stock of the Company on the closing of the transaction.
Because of the large number of shares of the Company's common stock that would
otherwise be outstanding as a result of this transaction, the Agreement
contemplates a 10 for 1 reverse stock split. The Agreement also contemplates the
Company effecting a transitory merger into the State of Delaware. There are
several conditions precedent to the closing of the transaction, including, but
not limited to, Dongxing having received required approvals from the People's
Republic of China and all applicable provincial or local government agencies,
which approvals, to the knowledge of the Company, have not been received as of
the filing date of this report on Form 10-QSB. Dongxing is a company organized
in the People's Republic of China and engages in real estate development and
retail businesses primarily in Heilongjiang Province, which is located in
northeast mainland China.
Earnings (Loss) Per Share
- -------------------------
The Company computes earnings or loss per share in accordance with Statement of
Financial Accounting Standards No. 128 (SFAS 128), "Earnings Per Share." Basic
earnings per share is computed by dividing income available to common
stockholders by the weighted average number of common shares outstanding.
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, which includes convertible debentures, stock options and warrants.
6
HIBSHMAN OPTICAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2004
(Continued)
2. INTERIM PRESENTATION
The December 31, 2003 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 September 30, 2004,
its results of operations for the three months and nine months ended September
30, 2004 and 2003 and its cash flows for the nine months ended September 30,
2004 and 2003.
The statements of operations for the three months and nine months ended
September 30, 2004 and 2003 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, 2003.
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 nine-month period ended September 30, 2004. This discussion also
includes events that 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
that 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 Commercial 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.
As of July 1, 2004, the Company entered into an agreement with
Mundanjiang Dongxing Group Co., Ltd. ("Dongxing") and its stockholders
("Dongxing Stockholders") pursuant to which we will acquire 100% of the capital
stock of Dongxing from the Donxing Stockholders (the "Agreement"). As part of
this transaction, the Company will issue to the Dongxing Stockholders and a
consultant such number of shares of its common stock as will constitute 90% of
the outstanding common stock of the Company on the closing of the transaction.
Because of the large number of shares of the Company's common stock that would
otherwise be outstanding as a result of this transaction, the Agreement
contemplates a 10 for 1 reverse stock split. The Agreement also contemplates the
Company effecting a transitory merger into the State of Delaware. There are
several conditions precedent to the closing of the transaction, including, but
not limited to, Dongxing having received required approvals from the People's
Republic of China and all applicable provincial or local government agencies,
which approvals, to the knowledge of the Company, have not been received as of
the filing date of this report on Form 10-QSB.
8
Dongxing is a company organized in the People's Republic of China and
engages in real estate development and retail businesses primarily in
Heilongjiang Province, which is located in northeast mainland China. (See
Dongxing Pro-Forma Consolidated Balance Sheets and Pro-Forma Consolidated
Statement of Income for the nine months ended September 30, 2004 annexed hereto
as Exhibit 99.1.)In the event the anticipated transaction with Dongxing does not
close, we will not restrict our search for another business opportunity 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. We anticipate that
we will be able to participate in only one potential business venture in the
near future because we have 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 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.
Critical Accounting Policies
- ----------------------------
This Management's Discussion and Analysis of Financial Condition and
Results of Operations, as well as disclosures included elsewhere in this Form
10-QSB, are based upon our unaudited consolidated financial statements, which
have been prepared in accordance with generally accepted accounting principles
in the United States. The preparation of these financial statements requires us
to make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses, and related disclosure of contingencies. On
an on-going basis, we evaluate the estimates used, including those related to,
impairments of tangible and intangible assets, if applicable, accruals and
contingencies. We base our estimates on historical experience, current
conditions and on various other assumptions that are believed to be reasonable
under the circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities that are not
readily apparent from other sources as well as identifying and assessing our
accounting treatment with respect to commitments and contingencies. Actual
results may differ from these estimates under different assumptions or
conditions.
Liquidity and Capital Resources
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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 September 30, 2004, we had total assets of $19,737 as compared to
$27,944 at December 31, 2003 reflecting a decrease of $8,207. As of September
30, 2004, we had total liabilities of $85,940 as compared to $83,672 at December
31, 2003, reflecting an increase in liabilities of $2,268. Reflecting the
foregoing, the financial statements indicate that at September 30, 2004, we had
working capital (current assets minus current liabilities) of ($66,203), and at
December 31, 2003, we had working capital of ($55,728). At September 30, 2004 we
had a deficit in stockholders' equity of ($66,203) compared to a deficit in
stockholders' equity of ($55,728) at December 31, 2003.
9
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
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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 included in this Report reflect total general
and administrative expenses of $1,187 for the three-month period ended June 30,
2004 versus $1,198 for the comparable three-month period ended June 30, 2003,
reflecting a decrease of $11.
The Company has never commenced its proposed operations and therefore,
has generated no revenues there from.
Item 3 - Controls and Procedures
As of September 30, 2004, an evaluation was carried out under the
supervision and with the participation of the Company's management, including
our Chief Executive Officer and Chief Financial Officer, of the effectiveness of
our disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Based on
their evaluation, our Chief Executive Officer and Chief Financial Officer have
concluded that the Company's disclosure controls and procedures are, to the best
of their knowledge, effective to ensure that information required to be
disclosed by the Company in reports that it files or submits under the Exchange
Act is recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission rules and forms.
Changes in Internal Controls.
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There have been no significant changes in our internal controls or in
other factors that could significantly affect internal controls subsequent to
the date we carried out this evaluation.
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
September 30, 2004 was 10,088,235. No new shares were issued during the three
months ended September 30, 2004.
Item 3 - Defaults Upon Senior Securities
Not applicable.
Item 4 - Submission of Matters to a Vote of Security Holders
Not applicable.
10
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibits
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31.1 Rule 13a-14(a) Certification of Chief Executive Officer
31.2 Rule 13a-14(a) Certification of Chief Financial Officer
32.1 Certification of Chief Executive Officer Pursuant to 18
U.S.C. ss. 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
32.2 Certification of Chief Financial Officer Pursuant to 18
U.S.C. ss. 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
99.1 Mundanjiang, Dongxing Group Co., Ltd. Pro-Forma
Consolidated Balance Sheets and Pro-Forma Consolidated
Statement of Income for the nine months ended September
30, 2004
11
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 22, 2004 By: /s/ PASQUALE CATIZONE
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Pasquale Catizone, President and
Chief Executive Officer
Date: November 22, 2004 By: /s/ CARMINE CATIZONE
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Carmine Catizone, Treasurer and
Chief Financial and Accounting Officer
12