U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 30, 2005
Commission File Number: 000-50968
Philadelphia Mortgage Corp.
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(Exact name of small business issuer as specified in its charter)
Nevada 20-1667449
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(State of other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
2059 E. ROYAL HARVEST WAY
Salt Lake City, Utah 84121
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(Address of principal executive offices)
Issuer's Telephone Number: (801) 557-9470
N/A
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(Former Name or Former Address, if changed since last Report)
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), and (2) has been subject to such
filing requirements for the past 90 days.
(1) Yes X No___ (2) Yes X No___
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS
None, Not Applicable;
APPLICABLE ONLY TO CORPORATE ISSUERS Indicate the number of shares
outstanding of each of the Registrant's classes of common stock, as of the
latest practicable date:
May 4, 2005
274,193
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
The Financial Statements of the Registrant required to be filed with this
10-QSB Quarterly Report were prepared by management and commence on the
following page, together with related Notes. In the opinion of management, the
financial statements fairly present the financial condition of the Registrant.
Philadelphia Mortgage Corp.
[A Development Stage Company]
Balance Sheet
April 30, 2005
[Unaudited]
ASSETS
Assets:
Current Assets:
$ 0
Total Current Assets 0
Total Assets $ 0
===============
LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)
Liabilities:
Current Liabilities:
Accounts payable $ 120
Shareholder loan - Note 4 22,651
Accrued Interest Payable 3,580
Total Current Liabilities 26,351
Total Liabilities 26,351
Stockholders' Equity/(Deficit):
Capital Stock -- 50,000,000 shares authorized having
$.001 par value; 274,193 shares issued and
outstanding - Note 5 274
Additional Paid-in Capital 1,124,860
Deficit accumulated prior to the development stage (1,125,134)
Deficit accumulated during the development stage (26,351)
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Total Stockholders' Equity/(Deficit) (26,351)
---------------
Total Liabilities and Stockholders' Equity/(Deficit) $ 0
===============
See accompanying notes to financial statements
1
Philadelphia Mortgage Corp.
[A Development Stage Company]
Statements of Operations
For the Three Month Periods Ended April 30, 2005 and 2004 and for the
Period from Reorganization [November 3, 1999] through April 30, 2005
Three Months Three Months Reorganization
Ended Ended through
April 30, April 30, April 30,
2005 2004 2005
----------------- ----------------- -----------------
Revenues $ 0 $ 0 $ 0
Cost of Sales 0 0 0
Gross Profit 0 0 0
General & Administrative Expenses 4,701 46 22,771
----------------- ----------------- -----------------
Operating Loss (4,701) (46) (22,771)
Other Expenses:
Interest Expense 947 359 3,580
----------------- ----------------- -----------------
Net loss before income taxes (5,648) (405) (26,351)
Provision for Income Taxes 0 0 0
----------------- ----------------- -----------------
Net Loss $ (5,648) $ (405) $ (26,351)
================= ================= =================
Loss Per Share $ (0.02) $ (0.01) $ (0.10)
================= ================= =================
Weighted Average Shares
Outstanding 274,193 274,193 274,193
================= ================= =================
See accompanying notes to financial statements.
2
Philadelphia Mortgage Corp.
[A Development Stage Company]
Statements of Cash Flows
For the Three Months Ended April 30, 2005 and 2004, and for the
Period from Reorganization [November 3, 1999] through April 30, 2005
Three Months Three Months Reorganization
Ended Ended through
April 30, April 30, April 30,
2005 2004 2005
--------------- -------------- ----------------
Cash Flows from Operating Activities
Net loss $ (5,648) $ (405) $ (26,351)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Increase in accounts payable - - 120
Increase in shareholder loan and accrued
interest payable 5,648 405 26,231
Net Cash from Operating Activities 0 0 0
Cash Flows from Investing Activities
Net Cash from Investing Activities 0 0 0
Cash Flows from Financing Activities
Net Cash from Financing Activities 0 0 0
Net Increase in Cash 0 0 0
Beginning Cash Balance 0 0 0
--------------- -------------- ----------------
Ending Cash Balance $ 0 $ 0 $ 0
=============== ============== ================
Supplemental Disclosure of Cash Flow Information:
Cash paid during the year for interest $ 0 $ 0 $ 0
Cash paid during the year for income taxes
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Notes to Condensed Consolidated Financial Statements
April 30, 2005
PRELIMINARY NOTE
The accompanying condensed financial statements have been prepared without
audit, pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. These interim
financial statements include all adjustments, which in the opinion of
management, are necessary in order to make the financial statements not
misleading. It is suggested that these condensed financial statements be
read in conjunction with the financial statements and notes thereto
included in the Company's Annual Report on Form 10-KSB for the year ended
January 31, 2005.
Item 2.Management's Discussion and Analysis or Plan of Operation.
In connection with the "safe harbor" provisions of federal securities laws,
readers of this document and any document incorporated by reference herein, are
advised that these documents contain both statements of historical facts and
forward-looking statements. Forward-looking statements are subject to certain
risks and uncertainties, which could cause actual results to differ materially
from those indicated by the forward-looking statements. This document and any
documents incorporated by reference herein also identify important factors which
could cause actual results to differ materially from those indicated by forward
looking statements. These risks and uncertainties include competition, the
decisions of customers, the actions of competitors, the effects of government
regulation, possible delays in the introduction of new products and services,
customer acceptance of products and services, the Company's ability to secure
debt and/or equity financing on reasonable terms, and other factors which are
described herein and/or in documents incorporated by reference herein.
Plan of Operation.
Except as otherwise discussed under Item 6, Reports on Form 8-K,
hereinafter, the following discussion is as of the date of this Quarterly Report
ended April 30, 2005. See Item 6, Reports on Form 8-K below. It is anticipated
that the acquisition outlined therein will be completed on May 10, 2005.
The Company has not engaged in any material operations in the period ending
April 30, 2005, or for the previous 10 years. The Company intends to continue to
seek out the acquisition of assets, property or business that may be beneficial
to the Company and its stockholders.
The Company's only foreseeable cash requirements during the next 12 months
will relate to maintaining the Company in good standing in the State of
Colorado, keeping its reports "current" with the Securities and Exchange
Commission or the payment of expenses associated with reviewing or investigating
any potential business venture. Management does not anticipate that the Company
will have to raise additional funds during the next 12 months, however, if
additional moneys are needed, they may be advanced by management or principal
stockholders as loans to the Company. Because the Company has not identified any
such venture as of the date of this Report, it is impossible to predict the
amount of any such loan. However, any such loan will not exceed $50,000 and will
be on terms no less favorable to the Company than would be available from a
commercial lender in an arm's length transaction. As of the date of this Report,
the Company has not begun seeking any acquisition.
Results of Operations
The Company has had no operations during the quarterly period ended April
30, 2005, or for the previous 10 years. During the quarterly period covered by
this Report, the Company received no revenue and incurred expenses of $5,648,
stemming from general, administrative, accounting and interest expenses.
Liquidity
At April 30, 2005, the Company had total current assets of $0 and total
liabilities of $26,351.
Controls and Procedures
An evaluation was performed under the supervision and with the
participation of the Company's management, including the President and
Treasurer, regarding the effectiveness of the design and operation of the
Company's disclosure controls and procedures within 90 days before the filing
date of this quarterly report. Based on that evaluation, the Company's
management, including the President and Treasurer, concluded that the Company's
disclosure controls and procedures were effective. There have been no
significant changes in the Company's internal controls or in other factors that
could significantly affect internal controls subsequent to their evaluation.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None; not applicable.
Item 2. Changes in Securities
None; not applicable.
Item 3. Defaults upon Senior Securities
None; not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
None; not applicable.
Item 5. Other Information
None; not applicable.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
31.1 302 Certification of Quinton Hamilton
31.2 302 Certification of Shane Kirk
32 906 Certification
(a) Reports on Form 8-K
Current Report on Form 8-K as filed with the Securities and Exchange
Commission on March 2, 2005 and incorporated herein by this reference.
The following is an excerpt from the Item 99.1 disclosure contained in the
in this Current Report on Form 8-K:
On March 2, 2005, the Company announced the execution of a Letter of Intent
to acquire Thunderball Entertainment Inc., a Minnesota corporation
(Thunderball), in exchange for 8,000,000 shares of its common stock that are
comprised of "restricted securities" under Rule 144.
In the event the acquisition of Thunderball is completed, then the
operations of the Company will become those of Thunderball. Closing of the
definitive agreement is subject to certain requirements including completion of
final documentation, due diligence and other customary preclosing conditions.
Thunderball is a development stage company that intends to develop and
distribute products in the redemption game market. The redemption game market
allows patrons to play games, receive "tickets" for playing the games and then
redeem the tickets for prizes. The tickets utilized for these games include, for
example, gift certificates, phone cards, gas cards, etc. These types of games
are usually placed in bars and restaurants. There is no assurance that this
transaction will be completed, see the Company's 8-K Current Report, as filed
with the Securities and Exchange Commission on March 2, 2005, and which is
incorporated herein by reference. See Part III, Item 13.
A summary of any Exhibits is modified in its entirety by reference in the
actual Exhibit.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this quarterly report to be
signed on its behalf by the undersigned, thereunto duly authorized.
Philadelphia Mortgage Corp.
Date: MAY 5, 2005 By/S/ Quinton Hamilton
________________________ _________________________________________
Quinton Hamilton, President and Director
Date: MAY 5, 2005 By/S/ Shane D. Kirk
________________________ _________________________________________
Shane Kirk, Secretary, Treasurer and
Director
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