UNITED STATES 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 June 30, 2000.
[ ] Transition report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the transition period from ______ to ______.
Commission File Number: 000-30577
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TEQ - 1 Corporation
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(Name of Small Business Issuer in its charter)
Nevada 87-0569747
--------------------------------- --------------------------
(State or Other Jurisdiction of (IRS Employer ID Number)
Incorporation or Organization)
3434 East 7800 South, #237, Salt Lake City, Utah 84121
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(Address of Principal Executive Offices and Zip Code)
Issuer's telephone number: (801) 274-6415
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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 [ ] No [X]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:
Check whether the registrant has filed all documents and reports required to
be filed by Sections 12, 13, or 15(d) of the Exchange Act subsequent to 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:
As of August 10, 2000, there were 1,100,000 shares of common stock issued
and outstanding.
Total of Sequentially Numbered Pages: 19
Index to Exhibits on Page: 17
FORM 10-QSB
TEQ - 1 CORPORATION
TABLE OF CONTENTS
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PAGE
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PART I
ITEM 1. FINANCIAL STATEMENTS. . . . . . . . . . . . . . . . . . . . . . 3
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION . . .14
PART II
ITEM 1. LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . .15
ITEM 2. CHANGES IN SECURITIES . . . . . . . . . . . . . . . . . . . . .15
ITEM 3. DEFAULTS UPON SENIOR SECURITIES . . . . . . . . . . . . . . . .16
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS . . . . . .16
ITEM 5. OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . .16
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. . . . . . . . . . . . . . . .16
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16
2
PART I
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ITEM 1. FINANCIAL STATEMENTS
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In the opinion of management, the accompanying unaudited financial
statements included in this Form 10-QSB reflect all adjustments (consisting
only of normal recurring accruals) necessary for a fair presentation of the
results of operations for the periods presented. The results of operations
for the periods presented are not necessarily indicative of the results to be
expected for the full year.
[THIS SPACE INTENTIONALLY LEFT BLANK]
3
TEQ - 1 CORPORATION
[A Development Stage Company]
UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2000
4
TEQ - 1 CORPORATION
[A Development Stage Company]
CONTENTS
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PAGE
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Accountants' Review Report 1
Unaudited Condensed Balance Sheets,
June 30, 2000 and December 31, 1999 2
Unaudited Condensed Statements
of Operations for the three and six months ended
June 30, 2000 and 1999 and from inception on
November 19, 1997 through June 30, 2000 3
Unaudited Condensed Statements of Cash
Flows, for the six months ended June 30,
2000 and 1999 and from inception on
November 19, 1997 through June 30, 2000 4 - 5
Notes to Unaudited Condensed Financial Statements 6 - 8
5
PRITCHETT, SILER & HARDY, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
430 EAST 400 SOUTH
SALT LAKE CITY, UTAH 84111
(801) 328-2727 - FAX (801) 328-1123
ACCOUNTANTS' REVIEW REPORT
Board of Directors
TEQ - 1 CORPORATION
Sandy, Utah
We have reviewed the accompanying condensed balance sheet of TEQ - 1
Corporation (A Development Stage Company) as of June 30, 2000, and the related
condensed statements of operations for the three and six months ended June 30,
2000 and for the period from inception on November 19, 1997 through June 30,
2000, and the condensed statements of cash flows for the six months ended June
30, 2000 and for the period from inception on November 19, 1997 through June
30, 2000. All information included in these financial statements is the
representation of the management of TEQ - 1 Corporation.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review consists
principally of inquiries of Company personnel and analytical procedures
applied to financial data. It is substantially less in scope than an audit in
accordance with generally accepted auditing standards, the objective of which
is the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the condensed financial statements reviewed by us, in order
for them to be in conformity with generally accepted accounting principles.
The accompanying condensed financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in Note 5 to the
financial statements, the company has no on-going operations, has incurred
losses since its inception and has liabilities in excess of assets. These
factors raise substantial doubt about its ability to continue as a going
concern. Management's plans in regards to these matters are also described in
Note 5. The financial statements do not include any adjustments that might
result from the outcome of these uncertainties.
/s/ Pritchett, Siler & Hardy, P.C.
PRITCHETT, SILER & HARDY, P.C.
July 26, 2000
Salt Lake City, Utah
6
TEQ - 1 CORPORATION
[A Development Stage Company]
CONDENSED BALANCE SHEETS
[Unaudited - See Accountants' Review Report]
ASSETS
--------
June 30, December 31,
2000 1999
----------- -----------
CURRENT ASSETS:
Cash in bank $ 1,760 $ --
----------- -----------
Total Current Assets 1,760 --
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$ 1,760 $ --
=========== ===========
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
---------------------------------------
CURRENT LIABILITIES:
Accrued interest payable - related party $ 88 $ 80
Note payable - related party 3,715 635
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Total Current Liabilities $ 3,803 $ 715
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STOCKHOLDERS' (DEFICIT):
Preferred stock, $.001 par value,
5,000,000 shares authorized,
0 shares issued and outstanding -- --
Common stock, $.001 par value,
20,000,000 shares authorized,
1,100,000 shares issued and
outstanding 1,100 1,100
Additional paid in capital -- --
Deficit accumulated during the
development stage (3,143) (1,815)
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Total Stockholders' (Deficit) (2,043) (715)
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$ 1,760 $ --
=========== ===========
Note: The balance sheet of December 31, 1999, was taken from the audited
financial statements at the date and condensed.
The accompanying notes are an integral part of these unaudited condensed
financial statements.
-2-
7
TEQ - 1 CORPORATION
[A Development Stage Company]
CONDENSED STATEMENTS OF OPERATIONS
[Unaudited - See Accountants' Review Report]
For the Three For the Six From Inception
Months Ended Months Ended on November 19,
June 30, June 30, 1997 Through
------------------------ ------------------------ June 30,
2000 1999 2000 1999 2000
----------- ----------- ----------- ----------- ----------------
REVENUE:
Sales $ -- $ -- $ -- $ -- $ --
----------- ----------- ----------- ----------- ----------------
EXPENSES:
General and administrative 1,135 -- 1,240 -- 2,975
----------- ----------- ----------- ----------- ----------------
LOSS FROM OPERATIONS (1,135) -- (1,240) -- (2,975)
OTHER EXPENSE:
Interest expense (60) -- (88) -- (168)
----------- ----------- ----------- ----------- ----------------
LOSS BEFORE INCOME TAXES (1,195) -- (1,328) -- (3,143)
CURRENT INCOME TAXES -- -- -- -- --
DEFERRED INCOME TAXES -- -- -- -- --
----------- ----------- ----------- ----------- ----------------
NET LOSS $ (1,195) $ -- $ (1,328) $ -- $ (3,143)
----------- ----------- ----------- ----------- ----------------
LOSS PER COMMON SHARE $ (.00) $ -- $ (.00) $ -- $ (.00)
----------- ----------- ----------- ----------- ----------------
The accompanying notes are an integral part of these unaudited condensed
financial statements
-3-
8
TEQ - 1 CORPORATION
[A Development Stage Company]
CONDENSED STATEMENTS OF CASH FLOWS
[Unaudited - See Accountants' Review Report]
From
For the Six Inception on
Months Ended November 19,
June 30, 1997 through
---------------------- June 30,
2000 1999 2000
---------- ---------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (1,328) $ - $ (3,143)
Adjustments to reconcile net loss to
net cash used by operating activities:
Stock issued for services rendered - - 1,100
Changes is assets and liabilities:
Increase in interest payable -
related party 8 - 88
---------- ---------- --------------
Net Cash (Used) by
Operating Activities (1,320) - (1,955)
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CASH FLOWS FROM INVESTING ACTIVITIES:
Net Cash (Used) by
Investing Activities - - -
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CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in notes payable - related
party 3,080 - 3,715
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Net Cash Provided by
Financing Activities 3,080 - 3,715
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NET INCREASE IN CASH 1,760 - 1,760
CASH AT BEGINNING OF THE PERIOD - - -
---------- ---------- --------------
CASH AT END OF THE PERIOD $ 1,760 $ - $ 1,760
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[Continued]
-4-
9
TEQ - 1 CORPORATION
[A Development Stage Company]
CONDENSED STATEMENTS OF CASH FLOWS
[Unaudited - See Accountants' Review Report]
[Continued]
From
For the Six Inception on
Months Ended November 19,
June 30, 1997 through
---------------------- June 30,
2000 1999 2000
---------- ---------- --------------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid during the period for:
Interest $ - $ - $ -
Income taxes $ - $ - $ -
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
For the six months ended June 30, 2000:
None
For the six months ended June 30, 1999:
None
The accompanying notes are an integral part of these unaudited condensed
financial statements.
-5-
10
TEQ - 1 CORPORATION
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - TEQ-1 Corporation (the Company) was organized under the laws
of the State of Nevada on November 19, 1997. The Company has not commenced
planned principal operations and is considered a development stage company
as defined in SFAS No. 7. The Company is seeking potential business
ventures. The Company has, at the present time, not paid any dividends and
any dividends that may be paid in the future will depend upon the financial
requirements of the Company and other relevant factors.
Condensed Financial Statements - The accompanying financial statements have
been prepared by the Company without audit. In the opinion of management,
all adjustments (which include only normal recurring adjustments) necessary
to present fairly the financial position, results of operations and cash
flows at June 30, 2000 and 1999 and for the periods then ended have been
made.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. It is suggested that these
condensed financial statements be read in conjunction with the financial
statements and notes thereto included in the Company's December 31, 1999
audited financial statements. The results of operations for the periods
ended June 30, 2000 are not necessarily indicative of the operating results
for the full year.
Organization Costs - Organization costs, which reflect amounts expended to
organize the Company, amounted to $1,100 and were expensed during the
period ended December 31, 1997.
Loss Per Share - The computation of loss per share is based on the weighted
average number of shares outstanding during the period presented in
accordance with Statement of Financial Accounting Standards No. 128,
"Earnings Per Share". [See Note 6]
Cash and Cash Equivalents - For purposes of the financial statements, the
Company considers all highly liquid debt investments purchased with a
maturity of three months or less to be cash equivalents.
Accounting Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, the disclosures of contingent assets and
liabilities at the date of the financial statements, and the reported
amount of revenues and expenses during the reported period. Actual results
could differ from those estimated.
Recently Enacted Accounting Standards - Statement of Financial Accounting
Standards (SFAS) No. 132, "Employer's Disclosure about Pensions and Other
Postretirement Benefits", SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities", SFAS No. 134, "Accounting for
Mortgage-Backed Securities...", SFAS No. 135, "Rescission of FASB Statement
No. 75 and Technical Corrections", SFAS No. 136, "Transfers of Assets to a
not for profit organization or charitable trust that raises or holds
contributions for others", and SFAS No. 137, "Accounting for Derivative
Instruments and Hedging Activities - deferral of the effective date of FASB
statement No. 133 ( an amendment of FASB Statement No. 133.)," were
recently issued. SFAS No. 132, 133, 134, 135, 136 and 137 have no current
applicability to the Company or their effect on the financial statements
would not have been significant.
-6-
11
TEQ - 1 CORPORATION
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 2 - CAPITAL STOCK
Common Stock - During November 1997, in connection with its organization,
the Company issued 1,100,000 shares of its previously authorized, but
unissued common stock. The shares were issued for services rendered at
$1,100 (or $.001 per share).
Preferred stock - The Company has authorized 5,000,000 shares of preferred
stock, $.001 par value, with such rights, preferences and designations and
to be issued in such series as determined by the Board of Directors. No
shares were issued and outstanding at June 30, 2000 and December 31, 1999.
NOTE 3 - INCOME TAXES
The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109 "Accounting for Income Taxes". FASB
109 requires the Company to provide a net deferred tax asset/liability
equal to the expected future tax benefit/expense of temporary reporting
differences between book and tax accounting methods and any available
operating loss or tax credit carryforwards.
The Company has available at June 30, 2000, unused operating loss
carryforwards of approximately $3,000 which may be applied against future
taxable income and which expire in various years from 2018 through 2020.
The amount of and ultimate realization of the benefits from the operating
loss carryforwards for income tax purposes is dependent, in part, upon the
tax laws in effect, the future earnings of the Company, and other future
events, the effects of which cannot be determined. Because of the
uncertainty surrounding the realization of the loss carryforwards the
Company has established a valuation allowance equal to the amount of the
loss carryforwards and, therefore, no deferred tax asset has been
recognized for the loss carryforwards. The net deferred tax assets are
approximately $1,100 and $600 as of June 30, 2000 and December 31, 1999,
respectively, with an offsetting valuation allowance at each year end of
the same amount resulting in a change in the valuation allowance of
approximately $500 during the six months ended June 30, 2000.
NOTE 4 - RELATED PARTY TRANSACTIONS
Management Compensation - As of June 30, 2000, the Company has not paid any
compensation to any officer/director of the Company.
Office Space - The Company has not had a need to rent office space. An
officer/shareholder of the Company is allowing the Company to use her
office as a mailing address, as needed, at no expense to the Company.
Notes Payable - As of June 30, 2000, an officer/shareholder of the Company
has advanced $3,715 to the Company. This amount is made up of two notes,
one for $1,715 and the other for $2,000. These notes are payable upon
demand and accrue interest at 10% per annum. Accrued interest amounted to
$88 at June 30, 2000.
-7-
12
TEQ - 1 CORPORATION
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 5 - GOING CONCERN
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplate continuation of
the Company as a going concern. However, the Company has incurred losses
since its inception and has not yet been successful in establishing
profitable operations. Further, the Company has liabilities in excess of
assets. These factors raise substantial doubt about the ability of the
Company to continue as a going concern. In this regard, management is
proposing to raise any necessary additional funds not provided by
operations through loans or through additional sales of its common stock.
There is no assurance that the Company will be successful in raising this
additional capital or achieving profitable operations. The financial
statements do not include any adjustments that might result from the
outcome of these uncertainties.
NOTE 6 - LOSS PER SHARE
The following data shows the amounts used in computing loss per share:
For the Three For the Six From Inception
Months Ended Months Ended on November 19,
June 30, June 30, 1997 Through
------------------------ ------------------------ June 30,
2000 1999 2000 1999 2000
----------- ----------- ----------- ----------- ----------------
Loss from continuing operations
available to common shareholders
(numerator) $ (1,195) $ - $ (1,328) $ - $ (3,143)
----------- ----------- ----------- ----------- ----------------
Weighted average number of
common shares outstanding used
in loss per share for the period
(denominator) 1,100,000 1,100,000 1,100,000 1,100,000 1,100,000
----------- ----------- ----------- ----------- ----------------
Dilutive loss per share was not presented, as the Company had no common stock
equivalent shares for all periods presented that would affect the computation
of diluted loss per share.
-8-
13
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
- ---------------------------------------------------------------------------
Results of Operations
- ---------------------
****************************************************************
Six Month Periods Ended June 30, 2000 and 1999,
Three Month Periods Ended June 30, 2000 and 1999
and from Inception on November 19, 1997 through June 30, 2000
****************************************************************
The Company had no revenue from continuing operations for the six month
periods ended June 30, 2000 and 1999, for the three month periods ended June
30, 2000 and 1999 or from inception on November 19, 1997 through June 30,
2000.
General and administrative expenses for all periods ended consisted of
general corporate administration, legal and professional expenses, and
accounting and auditing costs. These expenses were $1,240 for the six month
period ended June 30, 2000, $0 for the six month period ended June 30, 1999,
$1,135 for the three month period ended June 30, 2000, $0 for the three month
period ended June 30, 1999 and $2,975 from inception on November 19, 1997
through June 30, 2000.
Interest expense for the six month periods ended June 30, 2000 and 1999,
the three month periods ended June 30, 2000 and 1999 and from inception on
November 19, 1997 through June 30, 2000 was $88, $0, $60, $0 and $168
respectively. Interest was accrued on two notes payable to the Company's
president, Tammy Gehring, in the principal amount of $88 at June 30, 2000.
The Company's president has advanced $3,715 to the Company through the date of
this report. This amount is made up of two notes payable, one for $1,715 and
the other for $2,000. These notes are payable upon demand and accrue interest
at 10% per annum.
As a result of the foregoing factors, the Company realized a net loss of
$1,328 for the six month period ended June 30, 2000, $0 for the six month
period ended June 30, 1999, $1,195 for the three month period ended June 30,
2000, $0 for the three month period ended June 30, 1999 and $3,143 from
inception on November 19, 1997 through June 30, 2000.
Liquidity and Capital Resources
- -------------------------------
The Company remains in the development stage and, since inception, has
had no revenues. At June 30, 2000, the Company had working capital of
($2,043) and cash in the amount of $1,760. All cash held by the Company to
date has come from two notes payable to the Company's president, Tammy
Gehring. The first note payable is for $1,715 and the second note payable is
for $2,000. These notes are payable upon demand and accrue interest at 10%
per annum and were executed to obtain capital to pay the costs of becoming a
reporting company under the Securities Exchange Act of 1934 and general
administrative expenses.
14
Management believes that the Company has sufficient cash to meet its
anticipated needs through at least the first calendar quarter of 2001.
However, there can be no assurances to that effect, as the Company has no
revenues through the date of this report and its need for capital may change
dramatically if it acquires an interest in a business opportunity during that
period. In the event the Company requires additional funds, the Company will
have to seek loans or equity placements to cover such cash needs. There is no
assurance additional capital will be available to the Company on acceptable
terms.
Plan of Operations
- ------------------
The Company's plan of operations centers around its search for potential
businesses, products, technologies and companies for acquisition.
The Company has no property. The Company president is allowing the
Company to use her office as a mailing address, as needed, at no expense to
the Company. The Company will continue to maintain operations at this
location until management believes that the Company's revenues and financial
resources justify a move to an alternative location. If such a move is
required, the Company believes that there is an inadequate supply of
office/warehouse/retail space in Salt Lake County, Utah meeting the Company's
anticipated needs for the foreseeable future. Initially, the Company expects
that it will lease rather then purchase such property in order to allocate its
resources specifically to its operations.
The Company may attempt to employ additional personnel if it is able to
generate revenues or obtain additional financing. However, there is no
assurance that the services of such persons will be available or that they can
be obtained upon terms favorable to the Company.
No commitments to provide additional funds have been made by management
or other stockholders. Accordingly, there can be no assurance that any
additional funds will be available to the Company to allow it to cover its
expenses as they may be incurred.
Irrespective of whether the Company's cash assets prove to be adequate to
meet the Company's operational needs, the Company might seek to compensate
providers of services by issuances of stock in lieu of cash.
PART II
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ITEM 1. LEGAL PROCEEDINGS
- ---------------------------------------------------------------------------
The Company is not a party to any material pending legal proceedings,
and to the best of its knowledge, no such proceedings by or against the
Company have been threatened.
- ---------------------------------------------------------------------------
ITEM 2. CHANGES IN SECURITIES
- ---------------------------------------------------------------------------
Not Applicable.
15
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ITEM 3. DEFAULTS UPON SENIOR SECURITIES
- ---------------------------------------------------------------------------
Not Applicable.
- ---------------------------------------------------------------------------
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ---------------------------------------------------------------------------
Not Applicable.
- ---------------------------------------------------------------------------
ITEM 5. OTHER INFORMATION
- ---------------------------------------------------------------------------
Not Applicable.
- ---------------------------------------------------------------------------
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
- ---------------------------------------------------------------------------
(a) Exhibits: Exhibits required to be attached by Item 601 of Regulation
S-B are listed in the Index to Exhibits of this Form 10-QSB, which is
incorporated herein by reference. Included only with the electronic
filing of this report is the Financial Data Schedule for the six month
period ended June 30, 2000 (Exhibit Ref. No. 27).
(b) Reports on Form 8-K: No reports on Form 8-K have been filed during the
last quarter of the period covered by this report.
- ---------------------------------------------------------------------------
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.
TEQ - 1 Corporation
/s/ Tammy Gehring
-----------------------------------
Date: August 10, 2000 By: Tammy Gehring, President, Secretary
Treasurer, Director
16
INDEX TO EXHIBITS
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SEC Ref Page
No. No. Description
- ------- ---- -----------
Ex-3(i) * Articles of Incorporation of the Company, filed with
the State of Nevada on November 19, 1997.
Ex-3(ii) * Bylaws of the Company.
Ex-10(i) 18 Promissory Note dated February 1, 2000 executed by the
Company.
Ex-10(ii) 19 Promissory Note dated June 1, 2000 executed by the
Company.
Ex-27 ** Financial Data Schedule for the six month period ended
June 30, 2000.
* The listed exhibits are incorporated herein by this reference to the
Registration Statement on Form 10-SB, filed by the Company with the
Securities and Exchange Commission on May 9, 2000.
** The Financial Data Schedule is presented only in the electronic filing
with the Securities and Exchange Commission.
17