U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2001 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ______________ Commission File Number 0-29529 TEMPLEMORE ACQUISITION CORP. (Exact name of small business issuer as specified in its charter) Delaware 33-0889198 (State of incorporation) (I.R.S Employer ID No.) 2600 Michelson Drive, Suite 490, Irvine, Ca. 92612 (Address of principal executive offices) (949) 475-9600 (Issuer's telephone number) ---------------------------------------------------- (Former name, address and 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 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 April 30, 2001, the Company had 500,000 shares of its $.001 par value common stock issued and outstanding. Transitional Small Business Disclosure Format: Yes [ ] No [X]. TEMPLEMORE ACQUISITION CORP. INDEX Page ----' PART 1 - Financial Information Item 1 Financial Statements Condensed Balance Sheet at March 31, 2001 (unaudited) 3 Condensed Statements of Operations for the Quarters Ended March 31, 2001 and 2000 (unaudited) 4 Condensed Statements of Cash Flows for the Quarters Ended March 31, 2001 and 2001 (unaudited) 5 Notes to Condensed Financial Statements (unaudited) 6 Item 2 Management's Discussion and Analysis Or Plan of Operation 7 PART II - Other Information Item 1 - Legal Proceedings 7 Item 2 - Changes in Securities and Use of Proceeds 7 Item 3 - Defaults Upon Senior Securities 7 Item 4 - Submission of Matters to a Vote of Security Holders 7 Item 5 - Other Information 7 Item 6 - Exhibits and Reports on Form 8-K 7 TEMPLEMORE ACQUISITION CORP. (A Development Stage Company) Condensed Balance Sheet (Unaudited) March 31, 2001 ASSETS Total assets $ - ========== LIABILITIES AND SHAREHOLDERS' EQUITY Total liabilities $ - ---------- Shareholders' equity Preferred stock, 10,000,000 shares authorized, $.001 par value, none issued and outstanding - Common stock, 20,000,000 shares authorized, $.001 par value, 500,000 shares issued and outstanding 500 Additional paid in capital 1,434 Deficit accumulated during the development stage (1,934) ---------- Net shareholders' equity - ---------- $ - ========== TEMPLEMORE ACQUISITION CORP. (A Development Stage Company) Condensed Statements of Operations (Unaudited) Cumulative Three months from inception ended March 31, (April 21, 1997) ----------------------- to March 31, 2001 2000 2001 ---------- ---------- ---------- Costs and expenses General and administrative expenses $ 615 $ 590 $ 1,934 ---------- ---------- ---------- Net loss $ (615) $ (590) $ (1,934) ========== ========== ========== Basic and diluted net loss per common share - - ========== ========== Basic and diluted weighted average number of common shares outstanding 500,000 500,000 ========== ========== TEMPLEMORE ACQUISITION CORP. (A Development Stage Company) Condensed Statements of Cash Flows (Unaudited) Cumulative Three months from inception ended March 31, (April 21, 1997) ----------------------- to March 31, 2001 2000 2001 ---------- ---------- ---------- Cash flows from operating activities Net loss $ (615) $ (590) $ (1,934) Adjustments to reconcile net loss to net cash used by operating activities - - - ---------- ---------- ---------- Net cash used by operating activities (615) (590) (1,934) ---------- ---------- ---------- Cash flows from investing activities - - - ---------- ---------- ---------- Cash flows from financing activities Issuance of common stock - - 500 Capital contribution 615 590 1,434 ---------- ---------- ---------- Net cash provided by financing activities 615 590 1,934 ---------- ---------- ---------- Net increase (decrease) in cash - - - ---------- ---------- ---------- Cash, beginning of period - - - ---------- ---------- ---------- Cash, end of period $ - $ - $ - ========== ========== ========== TEMPLEMORE ACQUISITION CORP. (A DEVELOPMENT STAGE COMPANY) MARCH 31, 2001 NOTE A - BASIS OF PRESENTATION - ------------------------------ The accompanying unaudited financial statements of Templemore Acquisition Corp. (the "Company") have been prepared in accordance with generally accepted accounting principles for interim financial information. Accordingly, they do not include all of the information required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2001 are not necessarily indicative of the results for any future period. These statements should be read in conjunction with the Company's audited financial statements and notes thereto for the year ended December 31, 2000. NOTE B - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES - --------------------------------------------------------------- Organization ------------ The Company was formed on April 21, 1997 under the laws of the state of Delaware. From inception, the Company has been inactive and has had no significant operations. The Company is authorized to do any legal business activity as controlled by Delaware law. NOTE C - GOING CONCERN - ---------------------- The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. Additional capital infusion is necessary in order to acquire business opportunities and achieve profitable operations. This factor raises substantial doubt about the Company's ability to continue as a going concern. The Company's management intends to raise additional funds through equity offerings. However, there can be no assurance that management will be successful in this endeavor. TEMPLEMORE ACQUISITION CORP. (A DEVELOPMENT STAGE COMPANY) ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION The Company is classified as a development stage company because its principal activities involve seeking to acquire business activities. PART II OTHER INFORMATION ITEM 1 - LEGAL PROCEEDINGS None ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS None ITEM 3 - DEFAULTS UPON SENIOR SECURITIES None ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None ITEM 5 - OTHER INFORMATION None ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K None 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. TEMPLEMORE ACQUISITION CORP. By: /s/ Danilo Cacciamatta ------------------------ Danilo Cacciamatta Chief Executive Officer Dated: April 30, 2001