UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended: MARCH 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number: 000-50159
IRVINE PACIFIC CORPORATION
____________________________________________
(Name of small business issuer in its charter)
COLORADO 84-1424696
________________________________ ___________________________________
(State or other jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or organization)
3851 SOUTH EAGLE POINT DR., SALT LAKE CITY, UT 84109
_______________________________________________ __________
(Address of principal executive offices) (Zip Code)
Issuer's Telephone Number: 801-582-7747
________________
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) Yes [X ] No [ ], and (2) has
been subject to such filing requirements for the past 90 days. Yes [ ] No [X]
As of March 31, 2003, the Registrant had 11,527,546 shares of common stock
issued and outstanding.
Transitional small business disclosure format: Yes [ ] No [X]
TABLE OF CONTENTS
PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS..............................................3
ITEM 2: PLAN OF OPERATIONS...............................................11
ITEM 3: CONTROLS AND PROCEDURES..........................................12
PART II: OTHER INFORMATION
ITEM 1: LEGAL PROCEEDINGS................................................13
ITEM 2: CHANGES IN SECURITIES............................................13
ITEM 3: DEFAULTS UPON SENIOR SECURITIES..................................13
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..............13
ITEM 5: OTHER INFORMATION................................................13
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K ................................13
SIGNATURES................................................................14
CERTIFICATIONS............................................................15
-2-
PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
The financial information set forth beginning on the next page with
respect to our statements of operations for the three month period ended March
31, 2003 and 2002 are unaudited. This financial information, in the opinion
of management, includes all adjustments consisting of normal recurring entries
necessary for the fair presentation of such data. The results of operations
for the three month period ended March 31, 2003, are not necessarily
indicative of results to be expected for any subsequent period.
In this report references to "Irvine," "we," "us," and "our" refer to
Irvine Pacific Corporation.
-3-
IRVINE PACIFIC CORPORATION
(Development Stage Company)
BALANCE SHEETS
March 31, 2003 and December 31, 2002
=============================================================================
Mar 31, Dec 31,
2003 2002
------------- -------------
ASSETS
CURRENT ASSETS
Cash $ 230 $ 230
------------- -------------
Total Current Assets 230 230
------------- -------------
EQUIPMENT - net of accumulated depreciation 3,214 3,464
------------- -------------
$ 3,444 $ 3,694
============= =============
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
Notes payable - note 3 $ 51,788 $ 51,788
Accounts payable 3,225 1,800
------------- -------------
Total Current Liabilities 55,013 53,588
------------- -------------
STOCKHOLDERS' DEFICIENCY
Preferred stock
20,000,000 shares authorized at $.001
par value; none outstanding - -
Common stock
500,000,000 shares authorized at $0.001
par value; 11,527,546 shares issued and
outstanding 11,528 11,528
Capital in excess of par value 987,971 987,971
Deficit accumulated during development stage (1,051,068) (1,049,393)
------------- -------------
Total Stockholders' Deficiency (51,569) (49,894)
------------- -------------
$ 3,444 $ 3,694
============= =============
The accompanying notes are an integral part of these financial statements.
-4-
IRVINE PACIFIC CORPORATION
(Development Stage Company)
STATEMENT OF OPERATIONS
For the Three Months Ended March 31, 2003 and 2002 and the
Period June 10, 1987 (date of inception) to March 31, 2003
=============================================================================
June 10,
Mar 31, Mar 31, 1987 to
2003 2002 Mar 31, 2003
------------ ------------ -------------
REVENUES $ - $ - $ -
EXPENSES 1,675 - 1,051,068
------------ ------------ -------------
NET LOSS $ (1,675) $ - $ (1,051,068)
============ ============ =============
NET LOSS PER COMMON SHARE
Basic $ - $ -
Diluted $ - $ -
AVERAGE OUTSTANDING SHARES -
(stated in 1,000's)
Basic 9,880 5,075
Diluted 12,765 7,960
The accompanying notes are an integral part of these financial statements.
-5-
IRVINE PACIFIC CORPORATION
(Development Stage Company)
STATEMENT OF CASH FLOWS
For the Three Months Ended March 31, 2003 and 2002 and the
Period June 10, 1987 (date of inception) to March 31, 2003
=============================================================================
June 10,
Mar 31, Mar 31, 1987 to
2003 2002 Mar 31, 2003
------------ ------------ -------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (1,675) $ - $ (1,051,068)
Adjustments to reconcile net loss
to net cash provided by operating
activities
Depreciation 250 - 1,786
Change in accounts payable 1,425 - 3,225
Issuance of common stock for expenses - - 55,537
------------ ------------ -------------
Net Change in Cash From Operations - - (990,520)
------------ ------------ -------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of equipment - - (5,000)
------------ ------------ -------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from loans - - 51,788
Proceeds from sale common stock - - 943,962
------------ ------------ -------------
- - 995,750
------------ ------------ -------------
Net Change in Cash - - 230
Cash at Beginning of Period 230 - -
------------ ------------ -------------
Cash at End of Period $ 230 $ - $ 230
============ ============ =============
The accompanying notes are an integral part of these financial statements.
-6-
IRVINE PACIFIC CORPORATION
(Development Stage Company)
STATEMENTS OF CASH FLOWS (Continued)
Period June 10, 1987 (Date of Inception) to March 31, 2003
==============================================================================
SCHEDULE OF NONCASH OPERATING ACTIVITIES
Issuance of 1,263 shares common stock for
services and expenses - 1987 $ 171
Issuance of 782 shares common stock for 4,438,400 shares
of Enviro-Guard Corporation - 1992 90
Issuance of 34 shares common stock for 705,873 shares
of White Mining & Manufacturing, Inc. - 1993 3
Issuance of 3 shares common stock for payment of
note payable - 1993 52,875
Issuance of 28 shares common stock for expenses - 1994 3
Issuance of 18,346 shares common stock for expenses - 1997 2,501
Issuance of 62,542 shares common stock for all stock
of Weston Hotels & Properties -
The accompanying notes are an integral part of these financial statements.
-7-
IRVINE PACIFIC CORPORATION
(Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
==============================================================================
1. ORGANIZATION
The Company was incorporated under the laws of the state of Colorado on June
10, 1987 with the name of Irvine Pacific Corporation with authorized common
stock of 500,000,000 shares at $0.00001 par value and 20,000,000 shares of
preferred capital stock with no par value.
Since inception the Company has made several name changes and on February 1,
2001 changed its name to "Irvine Pacific Corporation" as part of a change in
its authorized capital stock to 500,000,000 common shares at a par value of
$.001 and 20,000,000 preferred shares at a par value of $.001. The terms of
the preferred have not been determined by the board of directors.
On August 30, 2002 the Company completed a reverse common stock split of one
share for 100 shares of outstanding stock. This report has been prepared
showing after stock split shares at $.001 par value from inception.
The Company has been in the development stage since inception and has been
engaged in seeking business opportunities.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Methods
- ------------------
The Company recognizes income and expenses based on the accrual method of
accounting.
Dividend Policy
- ---------------
The Company has not yet adopted a policy regarding payment of dividends.
Income Taxes
- ------------
At March 31, 2003, the Company had a net operating loss available for carry
forward of $1,051,067. The tax benefit of approximately $315,320 from the
loss carry forward has been fully offset by a valuation reserve because the
use of the future tax benefit is doubtful since the Company has no operations.
The loss carryforward expires beginning in the years 2002 through 2024.
Basic and Diluted Net Income (Loss) Per Share
- ---------------------------------------------
Basic net income (loss) per share amounts are computed based on the weighted
average number of shares actually outstanding. Diluted net income (loss) per
share amounts are computed using the weighted average number of common shares
and common equivalent shares outstanding as if shares had been issued on the
exercise of the preferred share rights unless the exercise becomes
antidilutive and then only the basic per share amounts are shown in the
report.
-8-
IRVINE PACIFIC CORPORATION
(Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
==============================================================================
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
Cash and Cash Equivalents
- -------------------------
The Company considers all highly liquid instruments purchased with a maturity,
at the time of purchase, of less than three months, to be cash equivalents.
Financial instruments
- ---------------------
The carrying amounts of financial instruments, including cash and the accounts
payable, are considered by management to be their estimated fair values.
These values are not necessarily indicative of the amounts that the Company
could realize in a current market exchange.
Estimates and Assumptions
- -------------------------
Management uses estimates and assumptions in preparing financial statements in
accordance with generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses. Actual results could vary from the estimates that were assumed in
preparing the financial statements.
Recent Accounting Pronouncements
- --------------------------------
The Company does not expect that the adoption of other recent accounting
pronouncements will
have a material impact on its financial statements.
3. NOTES PAYABLE
The Company has six outstanding, non interest bearing, past due, notes payable
totaling $51,788. The terms of the notes includes conversion rights, at the
option of the note holder, to receive 2,885,000 common shares of the Company
at any time before January 1, 2005 as full payment of the notes.
4. COMMON CAPITAL STOCK
During 2002 the Company issued 11,000,000 common shares under a private
placement offering to related parties for $20,000.
5. SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES
An officer-director has acquired 87% of the outstanding common stock.
-9-
IRVINE PACIFIC CORPORATION
(Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
6. GOING CONCERN
The Company does not have sufficient working capital to service its debt and
for its planned activity.
Continuation of the Company as a going concern is dependent upon obtaining
additional working capital and the management of the Company has developed a
strategy, which it believes will accomplish this objective through additional
equity funding and long term loans which will enable the Company to continue
operations for the coming year.
-10-
FORWARD LOOKING STATEMENTS
This Form 10-QSB contains forward-looking statements and for this
purpose any statements contained in this Form 10-QSB that are not statements
of historical fact may be deemed to be forward-looking statements. Without
limiting the foregoing, words such as "may," "will," "expect," "believe,"
"anticipate," "estimate" or "continue" or comparable terminology are intended
to identify forward-looking statements. These statements by their nature
involve substantial risks and uncertainties, and actual results may differ
materially depending on a variety of factors, many of which are not within our
control. These factors include, but are not limited to, economic conditions
generally, failure by management to successfully develop business
relationships, competition within the merger and acquisitions market, and
changes by regulatory agencies.
ITEM 2: PLAN OF OPERATION
Our company is now in the development stage and is engaged in
seeking business opportunities. As of March 31, 2003, we had nominal assets
consisting of equipment valued at $3,214, net of accumulated depreciation, and
$230 in cash. We have experienced recurring losses from inception, and we are
dependent upon financing to continue operations. Our expenses during the first
quarter of 2003 were $1,675 mostly consisting of expenses associated with the
filing of our Form 10-SB General Registration Statement with the Securities
and Exchange Commission. We did not incur similar expenses during the first
quarter of 2002 and, in fact, we incurred no expenses during that period.
Our liabilities as of March 31, 2003, equaled $55,013 of which $51,788 is
comprised of six notes payable. All of the notes are non-interest bearing and
include conversion rights at the option of the note holder to receive common
stock at a conversion rate per share equal to the "bid" price of our common
stock on the date of the conversion. In the event we have no bid price, the
principal of each note is convertible into a fixed number of shares
(aggregating 2,885,000 common shares if all holders convert). The conversion
dates on the notes vary from December 31, 2001 to December 31, 2004; however,
note holders whose notes are in default have the right to exercise their
conversion with 30 days written notice to us. Four of the notes were due and
payable on December 31, 2001 and are past due. The other two notes are
payable on December 31, 2003. We believe these notes payable may make seeking
business opportunities more difficult especially due to the potential impact
of the issuance of the additional shares. We have no commitments for capital
expenditures for the next twelve months.
The $230 available to us at the end of our first quarter of 2003 is not
sufficient for our planned activities nor to service our debt which raises
substantial doubt as to our ability to continue as a going concern. During
the next twelve months we believe that our current cash needs can be met by
loans from our sole director/officer and shareholders who have indicated their
willingness to provide for ongoing expenses; however, these understandings are
not written agreements and therefore these persons are not obligated to
provide funds. We may repay these loans, costs of services and advancements
with cash, if available, or we may convert them into common stock. At this
time the exact terms of any loans or advances has not been determined.
-11-
Our primary expenses in the next year will relate to our reporting
obligations under the Exchange Act. We will incur expenses due to the legal
and accounting services required to prepare periodic reports and the costs of
filing these reports with the SEC. In the event we acquire a business
opportunity we may incur additional expenses related to proxy or information
statements we must provide to our stockholders which disclose that company's
business operations, management and financial condition. We likely will rely
on loans from related parties to pay these expenses.
Our management intends to actively seek business opportunities during
the next twelve months and if we obtain a business opportunity, it may be
necessary to raise additional capital. We anticipate using private placements
of our common stock to raise capital and will likely rely on exemptions from
the registration requirements provided by federal and state securities laws.
The purchasers and manner of issuance will be determined according to our
financial needs and the available exemptions. We also note that if we issue
more shares of our common stock our stockholders may experience dilution in
the value per share of their common stock.
At the date of this filing, management has not made a formal study of the
economic potential of any business nor identified any assets or business
opportunities for acquisition. Potential investors must recognize that
because of our limited capital available for investigation and management's
limited experience in business analysis we may not discover or adequately
evaluate adverse facts about the business opportunity to be acquired. All
risks inherent in new and inexperienced enterprises are inherent in our
business. Also, we intend to concentrate our acquisition efforts on
properties or businesses that we believe to be undervalued or that we believe
may realize a substantial benefit from being publicly owned. Investors should
expect that any acquisition candidate may have little or no operating history,
or a history of losses or low profitability.
It is emphasized that our management may effect transactions having a
potentially adverse impact upon our shareholders pursuant to the authority and
discretion of our management to complete acquisitions without submitting any
proposal to the stockholders for their consideration.
Should a merger or acquisition prove unsuccessful, it is possible that we
may decide not to pursue further acquisition activities and management may
abandon its activities and our shares would become worthless.
ITEM 3: CONTROLS AND PROCEDURES
As a result of new SEC regulations, our Board formalized our disclosure
controls and procedures that we use to ensure that material information
regarding our company and its operations is provided to the public in a timely
manner. On March 28, 2003, our President evaluated the effectiveness of these
disclosure controls and procedures and determined that there were no
significant deficiencies in these procedures.
Also, the President did not identify any deficiencies or material
weaknesses in our internal controls, nor did he identify fraud that involved
our management who had a significant role in our internal controls. He did
not find any deficiencies or weaknesses which would require changes to be made
or corrective actions to be taken related to our internal controls.
-12-
PART II - OTHER INFORMATION
ITEM 1: LEGAL PROCEEDINGS
NONE
ITEM 2: CHANGES IN SECURITIES
NONE
ITEM 3: DEFAULTS ON SENIOR SECURITIES
NONE
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
NONE
ITEM 5: OTHER INFORMATION
We became subject to the reporting requirements of the Securities and
Exchange Act of 1934 on March 28, 2003, sixty days after the filing of our
Form 10-SB General Registration of Securities of Small Business Issuers with
the Securities and Exchange Commission.
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
(A) Exhibits
Exhibit Number Description
- -------------- -----------
3.1 Amended and Restated Articles of Incorporation (Incorporated
by reference to Exhibit 3.1 for Form 10-SB, filed on January
27, 2003)
3.2 Bylaws (Incorporated by reference to Exhibit 3.2 to Form 10-SB,
filed on January 27, 2003)
10.1 Promissory Notes: Schedule of Notes and Six Outstanding
Convertible Notes (incorporated by reference to Exhibit 10.1 to
Form 10-SB, filed on January 27, 2003)
99.1 Section 1350 Certification
(B) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter for which this
report is filed.
-13-
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, who is duly
authorized.
Date 4/28/03 IRVINE PACIFIC CORPORATION
By: /s/ K. Moeai Jr.
---------------------------------------
Kanona Moeai, Jr., Director, President
Chief Operating Officer and Chief
Financial and Accounting Officer
-14-
PRINCIPAL EXECUTIVE OFFICER CERTIFICATION
I, Kanona Moeai Jr., certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Irvine Pacific
Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statement made, in light of the circumstances under which statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
4/28/03 /s/ K. Moeai Jr.
Date: ______________ ______________________________________________
Kanona Moeai, Jr., Principal Executive Officer
-15-
PRINCIPAL FINANCIAL OFFICER CERTIFICATION
I, Kanona Moeai, Jr., certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Irvine Pacific
Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statement made, in light of the circumstances under which statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
04/28/03 /s/ K. Moeai, Jr.
Date: ______________ ______________________________________________
Kanona Moeai, Jr., Principal Financial Officer
-16-