SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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, 2001
[ ] Transition report under Section 13 or 15(d) of the Exchange Act
For the transition period from __________ to __________
Commission file number 0-29487
CONUS HOLDINGS, INC.
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(Exact Name of Small Business Issuer as Specified in Its Charter)
NEVADA 33-0850619
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(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) identification No.)
1517 E. 7th Avenue, Suite C
Tampa, Florida 33605
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(Address of Principal Executive Offices)
(813) 248-0089
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(Issuer's Telephone Number, Including Area Code)
610 Newport Center Drive, Suite 800
Newport Beach, CA 92660
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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 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 [ ]
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: As of October 30, 2001
there were 1,000,000 shares of common stock issued and outstanding, par value
$0.001, and no shares of preferred stock are issued and outstanding.
CONUS HOLDINGS, INC.
INDEX
Page
Part I Financial Information
Item 1. Financial Statements
Consolidated Balance Sheet as of September 30, 2001
(unaudited) and December 31, 2000 3
Consolidated statement of operations for the three
months and nine months ended September 30, 2001 and
2000, and for the period from inception, April 9, 1998,
through September 30, 2001 (unaudited) 4
Consolidated statement of cash flows for the nine months
ended September 30, 2001 and 2000, and for the period
from inception, April 9, 1998, through September 30, 2001
(unaudited) 5
Notes to consolidated financial statements 6
Item 2. Management's Discussion and Analysis or Plan of Operation 7
Part II Other Information 7
Item 1. Legal Proceedings 7
Item 2. Changes in Securities 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 8
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
CONUS HOLDINGS, INC.
CONSOLIDATED BALANCE SHEET
September 30, 2001 December 31, 2000
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(unaudited)
ASSETS
Cash . . . . . . . . . . . . . . . . . . . . . . $ 2,534 $ --
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Total assets . . . . . . . . . . . . . . . . . $ 2,534 $ --
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LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Accounts payable . . . . . . . . . . . . . . . . $ 8,746 $ --
Payable to related party (see note 3). . . . . . $ -- $ 4,125
Debentures payable (see note 4). . . . . . . . . $ 11,500 $ --
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Total liabilities. . . . . . . . . . . . . . $ 20,246 $ 4,125
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Stockholders' equity (deficit):
Preferred stock, $0.001 par value;
2,000,000 shares authorized;
no shares issued and outstanding . . . . . . $ -- $ --
Common stock, $0.001 par value,
20,000,000 shares authorized;
1,000,000 shares issued and
outstanding on September 30, 2001
and December 31, 2000. . . . . . . . . . . . $ 1,000 $ 1,000
Additional Paid in Capital(see note 3) . . . . $ 6,050 $ --
Retained Earnings (deficit). . . . . . . . . . $ (24,762) $ (5,125)
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Total stockholders' equity (deficit) . . . . $ (17,712) $ (4,125)
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Total liabilities and stockholders'
equity (deficit) . . . . . . . . . . . . . $ 2,534 $ --
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See Accompanying Notes to Consolidated Financial Statements
3
CONUS HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Period from
Inception,
3 months ended 9 months ended April 9, 1998
--------------------------- --------------------------- through
Sept 30, Sept 30, Sept 30, Sept 30, Sept 30,
2001 2000 2001 2000 2001
--------- --------- --------- --------- ---------
General and Administrative
Expenses . . . . . . . . . . $ 17,712 $ -- $ 19,637 $ -- $ 24,762
--------- --------- --------- --------- ---------
Net Profit (Loss). . . . . . . $ (17,712) $ -- $ (19,637) $ -- $ (24,762)
========= ========= ========= ========= =========
Net (Loss) Per Share . . . . . $ (.01) $ -- $ (.02) $ -- $ (.02)
========= ========= ========= ========= =========
Weighted Average Common
Shares Outstanding . . . . . 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000
========= ========= ========= ========= =========
See Accompanying Notes to Consolidated Financial Statements
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CONUS HOLDINGS, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
Period from
Inception
Nine months Nine Months April 9, 1998
ended ended through
Sept 30, 2001 Sept 30, 2000 Sept 30,2001
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Cash flows from operating activities:
Net (loss) . . . . . . . . . . . . . . $ (19,637) $ -- $ (24,762)
Issuance of Common
Stock for Services . . . . . . . . . . $ -- $ -- $ 1,000
Increase in accounts payable . . . . . $ 8,746 $ -- $ 8,746
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$ (10,891) $ -- $ (15,016)
Cash flows from financing activities:
Increase in debentures payable . . . . $ 11,500 $ -- $ 11,500
Contribution of related party payable $ 1,925 $ -- $ 6,050
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$ 13,425 $ -- $ 17,550
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Net increase (decrease) in cash . . . . $ 2,534 $ -- $ 2,534
Cash, beginning of period . . . . . . . $ 0 $ -- $ 0
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Cash, end of period . . . . . . . . . . $ 2,534 $ -- $ 2,534
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See Accompanying Notes to Consolidated Financial Statements
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CONUS HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 General
CONUS HOLDINGS, INC. (the "Company") was incorporated on April 9, 1998
under the laws of the State of Nevada. The Company's fiscal year end is December
31. From inception to September 15, 2001, the Company operated as a development
stage enterprise. On September 15, 2001, the Company commenced operations with
two new wholly owned operating subsidiaries, Conus Marketing, Inc. and Conus
Computers, Inc. Both subsidiaries are Florida corporations that are currently
operating in the telemarketing industry. The Conus' subsidiaries operate a
telemarketing center in St. Petersburg, Florida.
Note 2 Basis of Accounting.
The accompanying unaudited consolidated financial statements include
the accounts of the Company and its wholly owned subsidiaries, and have been
prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial information. All significant
intercompany accounts have been eliminated. In the opinion of management, all
material adjustments considered necessary for a fair presentation have been
made. Operating results for the three and nine month periods ended September 30,
2001 are not necessarily indicative of the results that may be expected for the
year ending December 31, 2001.
Note 3 Change in Control of Company; Change in Management
On August 6, 2001, BKR Investments, Inc. acquired 600,000 shares of
common stock of the Company in a private purchase transaction. Simultaneously
with this transaction, the board of directors of the Company nominated Richard
J. Diamond to the board of directors, and all former officers and directors
resigned. Mr. Diamond was then named President of the Company. Also
simultaneously with this transaction, a related party payable in the amount of
$6,050 was reclassified as additional paid in capital.
Note 4 Debentures Payable
On September 6, 2001, the Company authorized the issuance of debentures
in the total aggregate amount of $11,500. These debentures are 5% senior
subordinated convertible debentures due December 31, 2002 and are convertible
into restricted common stock of the Company at $.001 per share. As of September
30, 2001, this offering was fully subscribed.
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Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
NINE MONTHS ENDED SEPTEMBER 30, 2001 COMPARED WITH THE PERIOD ENDED
SEPTEMBER 30, 2000
From inception to September 15, 2001, the Company was a development
stage enterprise. On September 15, 2001, the Company commenced operations with
two new wholly owned subsidiaries, Conus Marketing, Inc. and Conus Computers,
Inc. Both subsidiaries are Florida corporations that are currently operating in
the telemarketing industry. These two subsidiaries operate a telemarketing
center in St. Petersburg, Florida. During the month of September, 2001, the
Company incurred general and administrative expenses in the amount of $17,512 as
compared to $0 for the same period ended September, 2000. For the nine month
period ended September 30, 2001, the Company incurred general & administrative
expenses in the amount of $19,637 as compared to $0 for the same period ended
September 30, 2000.
Liquidity
The Company has financed its operations through short-term credit
facilities and from the sale of debentures. The Company is also in the process
of raising an additional $500,000 via the issuance of convertible debentures
(Item 5).
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
There are no legal proceedings against the Company and the Company is
unaware of any proceedings contemplated against it.
Item 2. Changes in Securities.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to the security holders for a vote.
Item 5. Other Information.
Subsequent Event.
On October 10, 2001, the Company authorized the issuance of debentures
in the total aggregate amount of $500,000. These debentures are 8% subordinated
convertible debentures due June 30, 2003, and are convertible into restricted
common stock of the Company at $0.50 per share. As of October 30, 2001, the
Company had received $62,000 in the sale of these debentures.
The Company is negotiating the purchase of assets from In Touch
Marketing, Inc. In Touch Marketing, Inc. is in the telemarketing industry and
based in St. Petersburg, Florida.
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Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
None.
(b) Reports on Form 8-K.
1. A Form 8-K was filed by the Company dated as of September 25,
2001 and filed September 26, 2001;
2. A Form 8-K was filed by the Company dated as of August 17,
2001 and filed August 20, 2001.
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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.
CONUS HOLDINGS, INC.
Dated: November 6, 2001 /s/ Richard J. Diamond
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By: Richard J. Diamond
President
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