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
or
[ ] 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 0-29703
JUBILEE ACQUISITION CORPORATION
(Exact name of registrant as specified
in its charter)
Delaware 52-2217571
(State or other jurisdiction (I.R.S. Employer of
incorporation organization) Or Identification No.)
1504 R Street, N.W., Washington, D.C. 20009
(Address of principal executive offices (zip code)
202/387-5400
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1)
filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934
during the last 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
Indicate the number of shares outstanding of each
of the issuer's classes of common equity, as of the
latest practicable date.
Class Outstanding at June 30, 2002
Common Stock,
par value $0.0001 5,000,000
This amendment corrects a typographical error in the
date of certification from the report earlier filed.
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JUBILEE ACQUISITION CORPORATION
(A Development Stage Company)
As of June 30, 2002
(Unaudited)
ASSETS
Cash
$ 500
--------
TOTAL ASSETS $ 500
=======
LIABILITIES AND STOCKHOLDER'S EQUITY
LIABILITIES $ -
-------
STOCKHOLDER'S EQUITY
Preferred Stock, $.0001 par value,
20,000,000 shares authorized,
none issued and outstanding -
Common Stock, $.0001 par value,
100,000,000 shares authorized,
5,000,000 issued and outstanding 500
Additional paid-in capital 535
Deficit accumulated during
development stage (535)
-------
Total Stockholder's Equity 500
-------
TOTAL LIABILITIES AND
STOCKHOLDER'S EQUITY $500
=======
See accompanying notes to financial statements
JUBILEE ACQUISITION CORPORATION
(A Development Stage Company)
Statement of Operations
(Unaudited)
For the six For the six March24,1999
Months Ended Months ended (Inception)to
June 30, 2002 June 30, 2001 June 30, 2002
Income $ - $ - $ -
Expenses
Organization
expense - - 535
---------- -------- --------
Total expenses - - 535
---------- -------- -------
NET LOSS - - (535)
========= ======== =======
See accompanying notes to financial statements
JUBILEE ACQUISITION CORPORATION
(A Development Stage Company)
Statement of Changes in Stockholder's Equity
For the Period From March 24, 1999 (Inception)
To June 30, 2002
(Unaudited)
Deficit
Accumulated
Common Stock Additional During
Issued Paid-In Development
Shares Amount Capital Stage Total
Common Stock
Issuance 5,000,000 $ 500 $ - $ - $ 500
Fair value of
expenses contributed - - 535 - 535
Net loss for the periods ended:
December 31, 1999 - - - (535) (535)
December 31, 2000 - - - - -
December 31, 2001 - - - - -
June 30, 2002 - - - - -
------- ------- ------- --------- --------
BALANCE AT
June 30, 2002 5,000,000 $ 500 $535 $ (535) $ 500
============== ========= ====== ======= ========= ========
See accompanying notes to financial statements
JUBILEE ACQUISITION CORPORATION
(A Development Stage Company)
Statements of Cash Flows
Unaudited
January 1, 2002 January 1, 2001 March 24, 1999
to to (Inception) to
June 30, 2002 June 30, 2001 June 30, 2002
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net loss $ - $ - $ (535)
Adjustment to reconcile net
loss to net cash
used by operating activities
Contributed expenses - - 535
---------- ------------ ----------
Net cash used in operating
activities - - -
---------- ------------ ----------
CASH FLOWS FROM INVESTING
ACTIVITIES - - -
---------- ------------ ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of
common stock - - 500
---------- ------------ ----------
Net cash provided by
financing activities - - 500
---------- ------------ ----------
INCREASE IN CASH AND CASH
EQUIVALENTS - - 500
CASH AND CASH EQUIVALENTS
BEGINNING OF PERIOD 500 500 -
---------- ----------- ----------
CASH AND CASH EQUIVALENTS
END OF PERIOD $ 500 $ 500 $ 500
========== ========== ===========
See accompanying notes to financial statement.
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(A) Organization and Business Operations
Jubilee Acquisition Corporation (a development stage company) ("the
Company") was incorporated in Delaware on March 24, 1999 to serve
as a vehicle to effect a merger, exchange of capital stock, asset
acquisition or other business combination with a domestic or foreign
private business. At June 30, 2002, the Company had not yet
commenced any formal business operations, and all activity to date
relates to the Company's formation. The Company's fiscal year end
is December 31.
The Company's ability to commence operations is contingent upon its
ability to identify a prospective target business.
(B) Use of Estimates
The preparation of the financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results
could differ from those estimates.
(C) Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers
all highly liquid investments purchased with an original maturity of
three months or less to be cash equivalents.
(D) Income Taxes
The Company accounts for income taxes under the Financial
Accounting Standards Board of Financial Accounting Standards No.
109, "Accounting for Income Taxes" ("Statement 109"). Under
Statement 109, deferred tax assets and liabilities are recognized for
the future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities
and their respective tax basis. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income
in the years in which those temporary differences are expected to be
recovered or settled. Under Statement 109, the effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income
in the period that includes the enactment date. There were no current
or deferred income tax expense or benefits due to the Company not
having any material operations for the year ended December 31, 2001
and 2000.
(E) New Accounting Pronouncements
The Financial Accounting Standards Board has recently issued several
new Statements of Financial Accounting Standards. Statement No.
141, "Business Combinations" supersedes APB Opinion 16 and
various related pronouncements. Pursuant to the new guidance in
Statement No. 141, all business combinations must be accounted for
under the purchase method of accounting; the pooling-of-interests
method is no longer permitted. SFAS 141 also establishes new rules
concerning the recognition of goodwill and other intangible assets
arising in a purchase business combination and requires disclosure of
more information concerning a business combination in the period in
which it is completed. This statement is generally effective for
business combinations initiated on or after July 1, 2001.
Statement No. 142, "Goodwill and Other Intangible Assets"
supercedes APB Opinion 17 and related interpretations. Statement
No. 142 establishes new rules on accounting for the acquisition of
intangible assets not acquired in a business combination and the
manner in which goodwill and all other intangibles should be
accounted for subsequent to their initial recognition in a business
combination accounted for under SFAS No. 141. Under SFAS No.
142, intangible assets should be recorded at fair value. Intangible
assets with finite useful lives should be amortized over such period
and those with indefinite lives should not be amortized. All intangible
assets being amortized as well as those that are not, are both subject
to review for potential impairment under SFAS No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets
to be Disposed of". SFAS No. 142 also requires that goodwill arising
in a business combination should not be amortized but is subject to
impairment testing at the reporting unit level to which the goodwill
was assigned to at the date of the business combination.
SFAS No. 142 is effective for fiscal years beginning after December
15, 2001 and must be applied as of the beginning of such year to all
goodwill and other intangible assets that have already been recorded
in the balance sheet as of the first day in which SFAS No. 142 is
initially applied, regardless of when such assets were acquired.
Goodwill acquired in a business combination whose acquisition date is
on or after July 1, 2001, should not be amortized, but should be
reviewed for impairment pursuant to SFAS No. 121, even though
SFAS No. 142 has not yet been adopted. However, previously
acquired goodwill should continue to be amortized until SFAS No.
142 is first adopted.
Statement No. 143 "Accounting for Asset Retirement Obligations"
establishes standards for the initial measurement and subsequent
accounting for obligations associated with the sale, abandonment, or
other type of disposal of long-lived tangible assets arising from the
acquisition, construction, or development and/or normal operation of
such assets. SFAS No. 143 is effective for fiscal years beginning
after June 15, 2002, with earlier application encouraged.
The adoption of these pronouncements will not have a material effect
on the Company's financial position or results of operations.
NOTE 2 STOCKHOLDER'S EQUITY
(A) Preferred Stock
The Company is authorized to issue 20,000,000 shares of preferred
stock at $.0001 par value, with such designations, voting and other
rights and preferences as may be determined from time to time by the
Board of Directors.
(B) Common Stock
The Company is authorized to issue 100,000,000 shares of common
stock at $.0001 par value. The Company issued 5,000,000 shares of
its common stock to TPG Capital Corporation ("TPG") pursuant to
Rule 506 for an aggregate consideration of $500.
(C) Additional Paid-In Capital
Additional paid-in capital at June 30, 2002, represents the fair value of
the amount of organization and professional costs incurred by TPG on
behalf of the Company (See Note 3).
NOTE 3 AGREEMENT
On March 24, 1999, the Company signed an agreement with TPG, a
related entity (See Note 4). The Agreement calls for TPG to provide
the following services, without reimbursement from the Company,
until the Company enters into a business combination as described in
Note 1(A):
1. Preparation and filing of required documents with the Securities
and Exchange Commission.
2. Location and review of potential target companies.
3. Payment of all corporate, organizational, and other costs
incurred by the Company.
NOTE 4 RELATED PARTIES
Legal counsel to the Company is a firm owned by a director of the
Company who also owns a controlling interest in the outstanding
stock of TPG. (See Note 3)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The Company was formed to locate and negotiate
with a business entity for the combination of that
target company with the Company. A combination
will normally take the form of a merger,
stock-for-stock exchange or stock-for-assets
exchange (the "business combination"). In most
instances the target company will wish to
structure the business combination to be within
the definition of a tax-free reorganization under
Section 351 or Section 368 of the Internal Revenue
Code of 1986, as amended. No assurances can be
given that the Company will be successful in
locating or negotiating with any target business.
The Company has not restricted its search for
any specific kind of businesses, and it may
acquire a business which is in its preliminary or
development stage, which is already in operation,
or in essentially any stage of its business life.
It is impossible to predict the status of any
business in which the Company may become engaged,
in that such business may need to seek additional
capital, may desire to have its shares publicly
traded, or may seek other perceived advantages
which the Company may offer.
In implementing a structure for a particular
business acquisition, the Company may become a
party to a merger, consolidation, reorganization,
joint venture, or licensing agreement with another
corporation or entity.
It is anticipated that any securities issued in
any such business combination would be issued in
reliance upon exemption from registration under
applicable federal and state securities laws. In
some circumstances, however, as a negotiated
element of its transaction, the Company may agree
to register all or a part of such securities as
part of the business combination or at specified
times thereafter.
Negotiations with a target company will likely
focus on the percentage of the Company which the
target company shareholders would acquire in
exchange for their shareholdings. Although the
terms of such agreements cannot be predicted,
generally such agreements will require certain
representations and warranties of the parties
thereto, will specify certain events of default,
will detail the terms of closing and the
conditions which must be satisfied by the parties
prior to and after such closing and will include
miscellaneous other terms. Any merger or
acquisition effected by the Company can be
expected to have a significant dilutive effect on
the percentage of shares held by the Company's
shareholders at such time.
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no legal proceedings against the
Company and the Company is unaware of such
proceedings contemplated against it.
ITEM 2. CHANGES IN SECURITIES
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
There are no exhibits required to be filed with
this quarterly report.
(b) Reports on Form 8-K
There were no reports on Form 8-K filed by the
Company during the quarter.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
JUBILEE ACQUISITION CORPORATION
By: /s/ James M. Cassidy
President
Dated: August 12, 2002
CERTIFICATION
By execution below, the Chief Executive Officer and the Chief Financial
Officer hereby certify that the Quarterly Report on Form 10-QSB for the
period ending June 30, 2002 fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the
information contained in such periodic report fairly presents, in all
material respects, the financial condition and results of operations of
the registrant.
By: /s/ James M. Cassidy
Chief Executive Officer
Dated: August 12, 2002
By: /s/ James M. Cassidy
Chief Financial Officer
Dated: August 12, 2002