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, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT
For the transition period from ______________ to _______________
Commission file number: 33-38214-D
FOUNTAIN COLONY VENTURES INC.
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(Exact name of registrant as specified in its charter)
Colorado 95-4734398
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1621 Altivo Way, Los Angeles, California 90026
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(Address of principal executive offices)
(818) 980-0929
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(Registrant's telephone number, including area code)
Registrant's Name or former address and former fiscal year, if
changed since last Report:
Former Name: Fountain Colony Holding Corporation
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 twelve 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 CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
Date: March 31, 1999
Common Stock, par value $0.001 per share. Shares outstanding: 900,000
Transitional Small Business Disclosure Format (Check one): Yes No X
FOUNTAIN COLONY VENTURES INC.
(A DEVELOPMENT STAGE COMPANY)
INDEX
Part 1. FINANCIAL INFORMATION Page
Item 1. Financial Statements as attached 4-10
Item 2. Plan of Operation 11
Part II. OTHER INFORMATION
Item 1. Legal proceedings 11
Item 2. Changes in securities 11
Item 3. Defaults upon senior notes 11
Item 4. Submission of matters to a vote of security holders 11
Item 5. Other information 11
Item 6. Exhibits and reports on Form 8-K 11
2
Item 1. Financial Statements
FOUNTAIN COLONY VENTURES, INC.
(Formerly Fountain Colony Holding Corporation)
FINANCIAL STATEMENTS
March 31, 1999
Financial Statements:
Balance Sheets................................................................4
Statements of Operations......................................................5
Statement of Stockholders' Equity.............................................6
Statements of Cash Flows......................................................7
Notes to Financial Statements...............................................8-10
3
FOUNTAIN COLONY VENTURES, INC.
(Formerly Fountain Colony Holding Corporation)
BALANCE SHEETS
ASSETS
------
March 31, September 30,
1999 1998
(Unaudited) (Audited)
----------- ---------
Current Assets:
- ---------------
Cash $ 0 $ 0
--------- ---------
Total Current Assets 0 0
--------- ---------
Organizational costs, net 3,540 0
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Total Assets 3,540 0
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current Liabilities:
- --------------------
Due to Stockholder 3,600 0
Accrued expenses 18,000 10,000
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Total Liabilities 21,600 10,000
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Stockholders' Equity
- --------------------
Preferred stock - 10,000,000 shares
Authorized; issued and outstanding
none; $.01 par value -- --
Common Stock - 50,000,000 shares
authorized; issued and outstanding
900,000 shares at March 31, 1999 and
September 30, 1998, respectively,
@ $.001 par value 900 900
Paid-in-capital 232,677 232,677
Deficit accumulated during the development
stage (251,637) (243,577)
--------- ---------
Total Stockholders' Equity (deficit) (18,060) (10,000)
--------- ---------
Total Liabilities and Stockholders' Equity $ 3,540 $ 0
========= =========
The accompanying notes are an integral part of these financial statements.
4
FOUNTAIN COLONY VENTURES, INC.
(Formerly Fountain Colony Holding Corporation)
STATEMENTS OF OPERATIONS
For The Three and Six Months Ended March 31, 1999
(Unaudited)
Three Months Ended Six Months Ended
---------------------- ----------------------
1999 1998 1999 1998
---- ---- ---- ----
Operating Expenses:
Selling, general and administrative $ 2,310 $ 1,250 $ 8,060 $ 2,500
--------- --------- --------- ---------
Total operating Expenses 2,310 1,250 8,060 2,500
--------- --------- --------- ---------
Net loss $ (2,310) $ (1,250) $ (8,060) $ (2,500)
========= ========= ========= =========
Weighted number of shares
outstanding: 900,000 900,000 900,000 900,000
========= ========= ========= =========
Net loss per share nil nil nil nil
========= ========= ========= =========
The accompanying notes are an integral part of the financial statements.
5
FOUNTAIN COLONY VENTURES, INC.
(Formerly Fountain Colony Holding Corporation)
STATEMENT OF STOCKHOLDERS' EQUITY
March 31, 1999
Common Stock Paid-In- Accumulated Stockholders'
Number Amount Capital Deficit Equity
------ ------ ------- ------- ------
Balance Sept. 30, 1998 (Audited) 900,000 $ 900 $ 232,677 $(243,577) $ (10,000)
Net loss (8,060) (8,060)
October 1, 1998 - March 31, 1999
--------- --------- --------- --------- ---------
Balance March 31, 1999 (Unaudited) 900,000 $ 900 $ 232,677 $(251,637) $ (18,060)
========= ========= ========= ========= =========
The accompanying notes are an integral part of the financial statements.
6
FOUNTAIN COLONY VENTURES, INC.
(Formerly Fountain Colony Holding Corporation)
STATEMENTS OF CASH FLOWS
For the Three and Six Months Ended March 31, 1999
(Unaudited)
Three Months Ended Six Months Ended
------------------ ------------------
1999 1998 1999 1998
---- ---- ---- ----
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period $(2,310) $(1,250) $(8,060) $(2,500)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Amortization 60 0 60 0
Increase in organizational costs (3,600) 0 (3,600) 0
Increase in due to stockholder 3,600 0 3,600 0
Increase in accrued expenses 2,250 1,250 8,000 2,500
------- ------- ------- -------
NET CASH PROVIDED BY OPERATING ACTIVITIES
0 0 0 0
------- ------- ------- -------
NET INCREASE (DECREASED) IN CASH
0 0 0 0
CASH BALANCE, BEGINNING OF PERIOD
0 0 0 0
------- ------- ------- -------
CASH BALANCE, END OF PERIOD 0 0 0 0
======= ======= ======= =======
The accompanying notes are an integral part of the financial statements.
7
FOUNTAIN COLONY VENTURES, INC.
(Formerly Fountain Colony Holding Corporation)
NOTES TO FINANCIAL STATEMENTS
March 31, 1999
(Unaudited)
Note 1 Summary of Significant Accounting Policies
- -------------------------------------------------
The unaudited financial statements and notes are representations of the
Company's management, which is responsible for their integrity and
objectivity. These accounting policies conform to generally accepted
accounting principles and have been consistently applied in the preparation
of the interim period financial statements.
(a) Organization and Business Activities:
The Company was incorporated on May 6, 1988 under the laws of the
State of Delaware under the name Argyle Funding, Incorporated. The
Company changed its name to Fountain Colony Holding Corporation
effective January 2, 1991. The Company changed its name to Fountain
Colony Ventures, Inc. effective February 19, 1999 (see Note 2).
The Company's business purpose is to seek out business opportunities,
including acquisitions, that the Board of Directors, in its
discretion, believes to be good opportunities.
(b) Fiscal Year:
The Company operates on a September 30 fiscal year end.
(c) Basis of Operation:
The Company prepares its financial statements and federal income taxes
on the accrual basis of accounting.
(d) Loss Per Share:
Loss per share of common stock is computed using the weighted average
number of common shares outstanding during the periods shown.
(e) Use of Estimates:
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.
8
FOUNTAIN COLONY HOLDING CORPORATION
(Formerly Fountain Colony Holding Corporation)
NOTES TO FINANCIAL STATEMENTS continued
March 31, 1999
(Unaudited)
(f) Organizational Costs:
Organizational costs consist of accounting and legal fees, and are
being amortized over a sixty month period.
Note 2 Plan and Agreement of Merger
- -----------------------------------
A Plan and Agreement of Merger was made as of the 19th day of February,
1999, between Fountain Colony Ventures, Inc., a Colorado corporation (the
"Subsidiary Corporation"), and Fountain Colony Holding Corporation, a
Delaware corporation (the "Parent Corporation") to effect a change of
domicile from Delaware to Colorado.
At the date of the merger, the Parent Corporation was authorized to issue
one million two hundred and fifty thousand (1,250,000) shares of Common
Stock, par value $.001 per share, of which nine hundred thousand (900,000)
shares were issued and outstanding and the Subsidiary Corporation was
authorized to issue fifty million (50,000,000) shares of Common Stock, par
value $.001 per share, of which one hundred (100) shares were issued and
outstanding, and owned by the Parent Corporation.
The Parent Corporation was merged with and into the Subsidiary Corporation,
and the Subsidiary Corporation became the surviving corporation in
accordance with the laws of the State of Delaware and the State of
Colorado.
On the effective date of the merger, all of the issued and outstanding
shares of stock of the Subsidiary Corporation held in the name of the
Parent Corporation was canceled, and the issued and outstanding Common
Stock, par value $.001, of the Parent Corporation was converted into shares
of Common Stock par value $.001, of the Subsidiary Corporation as follows:
each holder of Common Stock of the Parent Corporation received one share of
Common Stock, par value $.001 of the Subsidiary for each share of Common
Stock, par value $.001, held in the Parent Corporation.
Note 3 Due to Related Party
- ---------------------------
In order to effect the merger, as outlined in Note 2 above, a shareholder
paid various accounting and legal fees totaling $3,600.
9
FOUNTAIN COLONY HOLDING CORPORATION
(Formerly Fountain Colony Holding Corporation)
NOTES TO FINANCIAL STATEMENTS continued
March 31, 1999
(Unaudited)
Note 4 Income Taxes
- -------------------
At March 31, 1999, the Company has a federal operating loss carryforward of
$251,637 for financial accounting and federal income tax purposes.
Utilization of the net operating loss in any taxable year during the
carryforward period may be subject to an annual limitation due to the
ownership change limitations imposed by the tax law.
The net operating losses will expire at various dates commencing in the
year 2004 through 2010.
The deferred tax asset consists of the future benefit of net operating loss
carryforwards. A valuation allowance limits the recognition of the benefit
of deferred tax assets until realization is reasonable assured by future
profitability.
10
PLAN OF OPERATION
Item 2.
As of March 31, 1999, the Company had nominal assets and liabilities of
$12,600. In these circumstances the Company is neither able to meet its current
obligations nor provide for the operational expenses of its continued existence.
In the absence of operational capital, Management may recommend the liquidation
of the Company in which event the Company's stockholders will loose any value
their shareholding in the Company may have had.
OTHER INFORMATION
PART II
Iten 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
Form 8-K dated February 19, 1999 incorporated herein by reference
11
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereto
duly authorized.
PURSUIT VENTURE CORPORATION
/s/ Patrick C. Brooks
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Patrick C. Brooks
Director, President and Secretary
Date: April 27, 1999
12