U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 March 31, 1999.
....Transition report under section 13 or 15(d) of the Securities Exchange
Act of 1934 for the transition period from _________ to _________.
Commission File No: 0-23869
BUFFALO CAPITAL VI, LTD.
(Name of small business in its charter)
Colorado 84-1434320
(State or other (IRS Employer Id. No.)
jurisdiction of Incorporation)
7331 S. Meadow Court,
Boulder, Colorado 80301
(Address of Principal Office) Zip Code
Issuer's telephone number: (303) 530-3353
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities 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 ....
Applicable only to issuers involved in bankruptcy proceedings during the
past five years
Check whether the issuer has filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court. Yes .....
No .....
Applicable only to corporate issuers
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date. At 3/3/99 the
following shares of common were outstanding: Common Stock, no par
value, 4,620,000 shares; Class A Warrants to purchase common stock,
1,020,000; Class B Warrants to purchase common stock, 510,000.
Transitional Small Business Disclosure
Format (Check one):
Yes ..... No ..X..
PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS AND EXHIBITS
(a) The unaudited financial statements of registrant as of and for
the quarter ending March 31, 1999, the three months ending March 31,
1998, and for the period from inception through March 31, 1999,
follow. The financial statements reflect all adjustments which are, in the
opinion of management, necessary to a fair statement of the results for
the interim period presented.
BUFFALO CAPITAL VI, LTD.
(A Development Stage Company)
FINANCIAL STATEMENTS
Quarter Ended March 31, 1999
BUFFALO CAPITAL VI, LTD.
(A Development Stage Company)
Index to Financial Statements
Balance Sheet
Statement of Loss and Accumulated Deficit
Statements of Cash Flows
Statement of Stockholders' Equity
Notes to Financial Statements
Buffalo Capital VI, Ltd.
(A Development Stage Company)
BALANCE SHEET
as of March 31, 1999
(unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents 1,127
OTHER ASSETS:
Organizational costs (net
of amortization) 470
TOTAL ASSETS 1,597
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable 59
STOCKHOLDERS' EQUITY
Common stock, no par value;
100,000,000 shares authorized;
4,620,000 shares issued and
outstanding 32,900
Preferred stock, no par value
10,000,000 shares authorized;
no shares issued and outstanding 0
Additional paid-in capital 7,298
Deficit accumulated
during the
development stage (38,660)
Total stockholders' equity 1,538
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY 1,597
The accompanying notes are an integral part of these financial statements.
Buffalo Capital VI, Ltd.
(A Development Stage Company)
STATEMENT OF LOSS AND ACCUMULATED DEFICIT
for the three months ended March 31, 1998 and March 31, 1999
and for the period from September 19, 1997 to
March 31, 1999
(unaudited)
Three Three Period from
Months Months Inception
Ended Ended (9/19/97) thru
3/31/98 3/31/99 3/31/99
INCOME - - -
EXPENSES
Legal and
professional 2,624 3,376 10,395
Advertising - - 246
Amortization 10 30 130
Rent 150 150 900
Consulting fees - - 25,400
Office expense - 100 1,589
TOTAL EXPENSES 2,784 3,656 38,660
NET LOSS (2,784) (3,656) (38,660)
Accumulated deficit
Balance, beginning
of period (10,196) (35,004) 0
Balance, end of
period (12,980) (38,660) (38,660)
Loss per common
share (NIL) (NIL) (.01)
WEIGHTED AVERAGE
NUMBER OF SHARES
OUTSTANDING 4,080,000 4,620,000 4,364,365
The accompanying notes are an integral part of these financial statements.
Buffalo Capital VI, Ltd.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
For the three months ended March 31, 1998 and March 31, 1999 and for
the period from September 19, 1997 to March 31, 1999
(unaudited)
Three Three Period from
Months Months Inception
Ended Ended (9/19/97) to
3/31/98 3/31/99 3/31/99
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net Loss (2,784) (3,656) (38,660)
Noncash items included
in net loss:
Amortization 10 30 130
Rent 150 150 900
Stock issued for
consulting fees - - 25,400
Expenses paid by
shareholders - 3,373 6,399
Changes in
Current
liabilities 1,250 (58) 58
Net cash used
by operating
activities (1,374) (161) (5,773)
CASH FLOWS FROM
INVESTING ACTIVITIES:
Organization costs (600) - (600)
Issuance of common
stock - - 7,500
Net cash and cash
equivalents provided
(used) by financing
activities (600) - 6,900
Net increase (decrease)
in cash and cash
equivalents (1,974) (161) 1,127
CASH AND CASH EQUIVALENTS,
Beginning of Period 7,354 1,288 0
CASH AND CASH EQUIVALENTS,
End of Period 5,380 1,127 1,127
The accompanying notes are an integral part of these financial statements.
Buffalo Capital VI, Ltd.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
For the period from inception (September 19, 1997)
to March 31, 1999
(page 1 of 2)
Common Stock Additional
Number of Paid-in
shares Amount Capital
Common stock issued
for services, April 1997
at $.0025 per share 3,960,000 9,900 -
Common stock issued for
cash, September 1997
at $.0625 per share 120,000 7,500 -
Common stock issued
for services, June 1998
at $.025 per share 460,000 11,500 -
Common Stock issued
for services, July 1998
at $.05 per share 80,000 4,000 -
Rent provided at
no charge - - 900
Expenses paid by
shareholders - - 6,398
Net loss for the
period ended
March 31, 1999 - - -
Balance
March 31, 1999 4,620,000 32,900 7,298
The accompanying notes are an integral part of these financial statements.
Buffalo Capital VI, Ltd.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
For the period from inception (September 19, 1997)
to March 31, 1999
(page 2 of 2)
Deficit
Accumulated
during the Total
development stockholder
stage equity
Common stock issued
for services, April 1997
at $.0025 per share - 9,900
Common stock issued for
cash, September 1997
at $.0625 per share - 7,500
Common stock issued
for services, June 1998
at $.025 per share - 11,500
Common Stock issued
for services, July 1998
at $.05 per share - 4,000
Rent provided at
no charge - 900
Expenses paid by
shareholders - 6,398
Net loss for the period
period ended March 31, 1999 (38,660) (38,660)
Balance March 31, 1999 (38,660) 1,538
The accompanying notes are an integral part of these financial statements.
Buffalo Capital VI, Ltd.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 1999
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The information included in the condensed financial statements is
unaudited, but includes all adjustments (consisting of normal recurring
items) which are, in the opinion of management, necessary for a fair
representation of the interim period presented.
Development stage company
Buffalo Capital VI, Ltd. (the "Company") was incorporated under the
laws of the State of Colorado on September 19, 1997. Its office is
located at the office of its president at 7331 South Meadow Court,
Boulder, CO 80301.
The Company is a new enterprise in the development stage as defined by
Statement No. 7 of the Financial Accounting Standards Board and has
not engaged in any business other than organizational efforts. It has no
full-time employees and owns no real property. The Company intends
to seek to acquire one or more existing businesses which have existing
management, through merger or acquisition, that may have potential for
profit, and to that end, intends to acquire properties or businesses, or a
controlling interest therein. Management of the Company will have
virtually unlimited discretion in determining the business activities in
which the Company might engage.
Accounting Method
The Company records income and expenses on the accrual method.
Fiscal year
The Company has selected an December 31 fiscal year end.
Loss per share
Loss per share was computed using the weighted number of shares
outstanding during the period.
Organization costs
Costs to incorporate the Company have been capitalized and will be
amortized over a sixty-month period.
Statement of cash flows
For purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments purchased with an original maturity of
three months or less to be cash equivalents.
Use of Estimates
The preparation of the Company's financial statements in conformity
with generally accepted accounting principles requires the Company's
management to make estimates and assumptions that effect the amounts
reported in these financial statements and accompanying notes. Actual
results could differ from those estimates.
Stock basis
Shares of common stock issued for other than cash have been assigned
amounts equivalent to the fair value of the service or assets received in
exchange.
2. STOCKHOLDERS' EQUITY
Common Stock: As of March 31, 1999, 4,620,000 shares of common
stock were issued and outstanding. Of those, 3,960,000 units were
issued pursuant to the terms of a Pre-Incorporation Consultation and
Subscription Agreement dated April 1, 1997. The Units were issued for
consideration consisting of pre-incorporation services valued at $.0025
per Unit. Each of the Units consists of one share of common stock, two
Class A Warrants to purchase common stock for $2.00 per share, and
one Class B Warrant to purchase common stock for $4.00 per share. An
additional 120,000 Units were issued to each of three shareholders for
cash consideration of $.0625 per Unit, or a total of $2,500 per person.
On December 15, 1997 and July 17, 1998, the Board of Directors
authorized a 2-for-1 and 4-for-1 stock split, respectively. The number
and exercise prices of outstanding warrants, as of the declaration dates
of these stock splits were not effected. All references in the
accompanying financial statements regarding share and per share
amounts have been restated to reflect these stock splits.
Preferred Stock: The Company's Certificate of Incorporation authorizes
the issuance of 10,000,000 shares of preferred stock, no par value. The
Board of Directors of the Company is authorized to issue preferred stock
from time to time in series and is further authorized to establish such
series, to fix and determine the variations in the relative rights and
preferences as between the series, and to allow for the conversion of
preferred stock into common stock. No preferred stock has been issued
by the Company.
3. RELATED PARTY TRANSACTIONS
The Company's two directors and officers are also principal
shareholders. Each has received approximately 28% of the outstanding
shares. In each case, the shares were issued for services provided which
have been valued at $6,600.
The Company's general and securities counsel, Gary Joiner, a partner
in the law firm of Frascona, Joiner & Goodman, P.C., is one of the
Company's principal shareholders. Since inception, the Company has
paid $8,866 for legal services rendered, $600 of which was capitalized
as organizational costs, with $-0- payable at March 31, 1999.
The President of the Company is providing office space at no charge to
the Company. For purposes of the financial statements, the Company
is accruing $50 per month as additional paid-in capital for this use.
4. SUPPLEMENTAL DISCLOSURE OF NON-CASH
FINANCING ACTIVITIES
As mentioned in Note 3, the Company has incurred $900 since inception
in rent expense which has been designated as pain-in capital. Similarly,
the Company recorded amortization of the organizational costs of $130.
5. INCOME TAXES
The Company has Federal net operating loss carryforwards of
approximately $38,000 expiring in the year 2013. The tax benefit of
these net operating losses, which totals approximately $7,200, has been
offset by a full allowance for realization. This carryforward may be
limited upon the consummation of a business combination under IRC
Section 381.
6. CHANGE OF CONTROL
On December 28, 1998, there was a change in control of the Company.
On that date, certain purchasers, including Alan J. Setlin, Donald G.
Saunders, Gary M. Kornman, and Thomas D. Russell, acting on their
own behalf and as agents for certain ultimate purchasers, acquired
4,370,000 shares of the Company's outstanding common stock from the
previous owners of such shares. As of March 31, 1999, the Company
had not entered into a merger or acquisition agreement or completed a
merger or acquisition transaction. However, on April 21, 1999, Buffalo
Capital VI, Ltd., (the "Company") acquired all of the issued and
outstanding stock of isolver.com, Inc., a Nevada corporation. The
transaction was completed pursuant to a Share Exchange Agreement
dated April 21, 1999, and was structured as a stock for stock exchange
under Section 368(a)(1)(B) of the Internal Revenue Code. The
transaction was reported in a report on Form 8k dated April 21, 1999.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR
PLAN OF OPERATION
Liquidity and Capital Resources.
The Company remains in the development stage, and since inception, has
experienced no significant change in liquidity or capital resources or
stockholders' equity other than the receipt of net proceeds in the amount
of $7,500 from its inside capitalization funds. Consequently, the
Company's balance sheet for the period of March 31,1999, reflects a
current asset value of $1,127 in the form of cash, a total asset value of
$1,597, which includes cash and organizational costs which have been
capitalized, and current liabilities of $59.
The Company will carry out its plan of business to seek out and take
advantage of business opportunities that may have potential for profit,
and acquire such businesses, or a controlling interest therein. The
Company cannot predict to what extent its liquidity and capital resources
will be diminished prior to the consummation of a business combination
or whether its capital will be further depleted by the operating losses (if
any) of the business entity which the Company may eventually acquire.
Results of Operations.
During the period from September 19, 1997 (inception) through March
31, 1999, the Company has engaged in no significant operations other
than the acquisition of capital and registering its securities under the
Securities and exchange Act of 1934, as amended. No revenues were
received by the Company during this period. The Company has
experienced a net loss of $38,660 since inception. This loss is primarily
the result of legal and accounting costs of compliance with the reporting
requirements of the securities laws and issuance of stock to the
Company's officers and directors and other non-management principal
shareholders for consulting services related to organization of the
Company and development of its business plan.
Since the Company completed a share exchange transaction with
isolver.com, Inc., subsequent to the end of the first quarter, its needs for
additional capital will change and its anticipated results from operations
will change. As of the date of this report, current management had not
yet determined the possible capital needs of the of the Company
following completion of the share exchange transaction.
Year 2000 issues are not currently material to the Company's
business, operations or financial condition, and the Company does not
currently anticipate that it will incur any material expenses to remediate
Year 2000 issues it may encounter. However, Year 2000 issues may
become material to the Company following its completion of a business
combination transaction. In that event, the Company will be required to
adopt a plan and a budget for addressing such issues.
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE
HARBOR" PROVISIONS OF THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995. Except for historical matters,
the matters discussed in the Management Discussion and Analysis
portion of this Form 10-QSB are forward-looking statements based on
current expectations, and involve risks and uncertainties. Forward-
looking statements include, but are not limited to, statements relating to
the effort to seek business opportunities, the need for additional
financing, the possibility of generating revenue from operations, and the
like.
PART II
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBIT 27 - FINANCIAL DATA SCHEDULE
(b) There have been no reports on Form 8-K for the quarter
ending March 31, 1999.
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.
BUFFALO CAPITAL VI, LTD.
(Registrant)
Date: May 17, 1999
/s/_______________________________
Gina Setlin Fard, President