UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
Amendment No. 1
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended: JUNE 30, 2003
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: 000-50159
IRVINE PACIFIC CORP.
____________________________________________________________________
(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)
801-582-7747
_____________________________________________________________________
Issuer's Telephone Number
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 [X] No [ ]
As of June 30, 2003, the Registrant had 11,527,546 shares of common stock
issued and outstanding.
Transitional small business disclosure format: Yes [ ] No [X]
This Form 10QSB has been amended to comply with Securities and
Exchange Commission recently adopted final rules on "Management
Reports on Internal Control Over Financial Reporting and
Certification of Disclosure in Exchange Act Periodic Reports."
Verbiage has been amended under Item 103 and in the certifications
which now appear as Exhibits 31 and 32.
1
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 six month period ended June 30,
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 six month period ended June 30, 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
June 30, 2003 and December 31, 2002
==============================================================================
Jun 30, Dec 31,
2003 2002
------------- -------------
ASSETS
CURRENT ASSETS
Cash $ 230 $ 230
------------- -------------
Total Current Assets 230 230
------------- -------------
EQUIPMENT - net of accumulated depreciation 2,964 3,464
------------- -------------
$ 3,194 $ 3,694
============= =============
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
Notes payable - note 3 $ 51,788 $ 51,788
Accounts payable 3,764 1,800
------------- -------------
Total Current Liabilities 55,552 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 (1,051,857) (1,049,393)
------------- -------------
Total Stockholders' Deficiency (52,358) (49,894)
------------- -------------
$ 3,194 $ 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 and Six Months Ended June 30, 2003 and 2002
and the Period June 10, 1987 (date of inception) to June 30, 2003
==============================================================================================
June 10,
Three Months Six Months 1987 to
Jun 30, Jun 30, Jun 30, Jun 30, Jun 30,
2003 2002 2003 2002 2003
------------ ------------ ------------ ------------ ------------
<s> <c> <c> <c> <c> <c>
REVENUES $ - $ - $ - $ - $ -
EXPENSES 789 250 2,464 250 1,051,857
------------ ------------ ------------ ------------ ------------
NET LOSS $ (789) $ (250) $ (2,464) $ (250) $(1,051,857)
============ ============ ============ ============ ============
NET LOSS PER COMMON SHARE
Basic $ - $ - $ - $ -
Diluted $ - $ - $ - $ -
AVERAGE OUTSTANDING SHARES - (stated in 1,000's)
Basic 9,880 5,075 9,880 5,075
Diluted 12,765 7,960 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 Six Months Ended June 30, 2003 and 2002 and the
Period June 10, 1987 (date of inception) to June 30, 2003
==============================================================================================
June 10, 1987
to
Jun 30, Jun 30, Jun 30,
2003 2002 2003
-------------- ------------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (2,464) $ (250) $ (1,051,857)
Adjustments to reconcile net loss to net
cash provided by operating activities
Depreciation 500 250 2,036
Change in accounts payable 1,964 - 3,764
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 June 30, 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
June 30, 2003
==============================================================================
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 June 30, 2003, the Company had a net operating loss available for carry
forward of $1,051,857. The tax benefit of approximately $315,557 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)
June 30, 2003
==============================================================================
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 accounting principles generally accepted in the United States
of America. 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)
June 30, 2003
6. GOING CONCERN
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company does not have
sufficient working capital for its planned activity, and to service its debt,
which raises substantial doubt about its ability to continue as a going
concern. 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 June 30, 2003, we had nominal assets
consisting of equipment valued at $2,964 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
second quarter of 2003 were $789 mostly consisting of expenses associated with
legal and accounting related to compliance with our reporting obligations
under the 1934 Act. We did not incur similar expenses during the second
quarter of 2002 and, in fact, we incurred no expenses during that period.
During our 6 month period ended June 30, 2003, we show expenses of $2,464
which occurred mostly during the first quarter and were associated with the
filing of our General Registration Statement on Form 10-SB; we had no similar
expenses during the comparative 2002 period.
Our liabilities as of June 30, 2003, equaled $55,552 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. Our accounts payable increased to
$3,764 increased during our second quarter as a result of a cash advance from
our sole officer director. We have no commitments for capital expenditures
for the next twelve months.
The $230 available to us at the end of our second 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
additional loans and/or advances 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
Our President, who is our Chief Executive Officer and acts in the
capacity of our Chief Financial Officer, caused disclosure controls and
procedures to be designed and established to ensure that material information
is made known to him in a timely manner by others within the company. Our
President reevaluated the effectiveness of these disclosure controls and
procedures as of the end of the period covered by this report and determined
that there continued to be no significant deficiencies in these procedures.
Also, our President evaluated the design and operation of our internal
control over financial reporting which relates to our ability to record,
process, summarize and report financial information. He did not find any
significant deficiency or material weakness which would require changes to be
made or corrective actions to be taken related to our internal control over
financial reporting. Nor did he identify fraud that involved management or
other employees who had a significant role in our internal control over
financial reporting.
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
NONE
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)
31.1 Section 302 Chief Executive Officer Certification
31.2 Section 302 Chief Financial Officer Certification
32.1 Section 1350 Certification of Chief Executive and Financial
Officer
(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 8/12/03 IRVINE PACIFIC CORPORATION
By: /s/ K. Moeai
---------------------------------------
Kanona Moeai, Jr., Director, President,
Chief Executive Officer and Chief
Financial and Accounting Officer
14