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 September 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: 000-29445
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Oxy General Corporation
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(Name of Small Business Issuer in its charter)
Nevada 84-1432450
--------------------------------- --------------------------
(State or Other Jurisdiction of (IRS Employer ID Number)
Incorporation or Organization)
1056 East Platinum Way, Sandy, Utah 84094
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(Address of Principal Executive Offices and Zip Code)
Issuer's telephone number: (801) 576-8073
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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 [X] No [ ]
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 November 8, 2000, there were 11,000,000 shares of common stock
issued and outstanding.
Total of Sequentially Numbered Pages: 17
Index to Exhibits on Page: 16
FORM 10-QSB
OXY GENERAL 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 . . .12
PART II
ITEM 1. LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . .14
ITEM 2. CHANGES IN SECURITIES . . . . . . . . . . . . . . . . . . . . .14
ITEM 3. DEFAULTS UPON SENIOR SECURITIES . . . . . . . . . . . . . . . .14
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS . . . . . .14
ITEM 5. OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . .14
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. . . . . . . . . . . . . . . .15
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15
2
PART I
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ITEM 1. FINANCIAL STATEMENTS
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In the opinion of management, the accompanying unaudited condensed
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
OXY GENERAL CORPORATION
[A Development Stage Company]
UNAUDITED CONDENSED FINANCIAL STATEMENTS
September 30, 2000
4
OXY GENERAL CORPORATION
[A Development Stage Company]
CONTENTS
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PAGE
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Unaudited Condensed Balance Sheets, September 30,
2000 and December 31, 1999 2
Unaudited Condensed Statements of Operations,
for the three and nine months ended September 30, 2000
and 1999 and for the period from inception on
September 26, 1997 through September 30, 2000 3
Unaudited Condensed Statements of Cash Flows,
for the nine months ended September 30, 2000
and 1999 and for the period from inception on
September 26, 1997 through September 30, 2000 4
Notes to Unaudited Condensed Financial Statements 5 - 7
5
OXY GENERAL CORPORATION
[A Development Stage Company]
CONDENSED BALANCE SHEETS
[Unaudited]
ASSETS
--------
September 30, December 31,
2000 1999
------------- -------------
CURRENT ASSETS
Cash in bank $ 7,005 $ 9,400
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Total Current Assets 7,005 9,400
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$ 7,005 $ 9,400
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
--------------------------------------
CURRENT LIABILITIES
Note payable - related party $ 812 $ 712
Accrued interest payable - related party 41 86
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Total Current Liabilities $ 853 $ 798
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STOCKHOLDERS' EQUITY
Preferred stock, $.001 par value,
5,000,000 shares authorized,
no shares issued and outstanding -- --
Common stock, $.001 par value,
20,000,000 shares authorized,
11,000,000 shares issued and
outstanding 11,000 11,000
Capital in excess of par value -- --
Deficit accumulated during the
development stage (4,848) (2,398)
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Total Stockholders' Equity 6,152 8,602
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$ 7,005 $ 9,400
============= =============
Note: The Balance Sheet of December 31, 1999, was taken from the audited
financial statements at that date and condensed.
The accompanying notes are an integral part of these unaudited condensed
financial statements.
-2-
6
OXY GENERAL CORPORATION
[A Development Stage Company]
CONDENSED STATEMENTS OF OPERATIONS
[Unaudited]
For the Three For the Nine From Inception
Months Ended Months Ended on September 26,
September 30, September 30, 1997 Through
------------------------ ------------------------ September 30,
2000 1999 2000 1999 2000
----------- ----------- ----------- ----------- ----------------
REVENUE: $ -- $ -- $ -- $ -- $ --
----------- ----------- ----------- ----------- ----------------
EXPENSES:
General and Administrative 670 690 2,395 835 4,707
----------- ----------- ----------- ----------- ----------------
LOSS BEFORE OTHER EXPENSES (670) (690) (2,395) (835) (4,707)
OTHER EXPENSES:
Interest expense (20) (13) (55) (34) (141)
----------- ----------- ----------- ----------- ----------------
LOSS BEFORE INCOME TAXES (690) (703) (2,450) (869) (4,484)
CURRENT TAX EXPENSE -- -- -- -- --
DEFERRED TAX EXPENSE -- -- -- -- --
----------- ----------- ----------- ----------- ----------------
NET LOSS $ (690) $ (703) $ (2,450) $ (869) $ (4,484)
----------- ----------- ----------- ----------- ----------------
LOSS PER COMMON SHARE $ (.00) $ (.00) $ (.00) $ (.00) $ (.00)
----------- ----------- ----------- ----------- ----------------
The accompanying notes are an integral part of these unaudited condensed
financial statements
-3-
7
OXY GENERAL CORPORATION
[A Development Stage Company]
CONDENSED STATEMENTS OF CASH FLOWS
[Unaudited]
From
For the Nine Inception on
Months Ended September 26,
September 30, 1997 Through
------------------------------ September 30,
2000 1999 2000
-------------- -------------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (2,450) $ (869) $ (4,848)
Adjustments to reconcile net loss to
net cash used by operating activities:
Non-cash services for stock - - 1,000
Changes is assets and liabilities:
Increase in accrued interest -
related party 55 34 141
-------------- -------------- --------------
Net Cash Provided (Used) by
Operating Activities (2,395) (835) (3,707)
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CASH FLOWS FROM INVESTING ACTIVITIES:
Net Cash Provided by Investing
Activities - - -
-------------- -------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock - 10,000 10,000
Increase in notes payable - related party - 235 712
-------------- -------------- --------------
Net Cash Provided by Financing
Activities - 10,235 10,712
-------------- -------------- --------------
NET INCREASE (DECREASE) IN CASH (2,395) 9,400 7,005
CASH AT BEGINNING OF PERIOD 9,400 - -
-------------- -------------- --------------
CASH AT END OF PERIOD $ 7,005 $ 9,400 $ 7,005
-------------- -------------- --------------
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 nine months ended September 30, 2000
A Note payable in the amount of $812 was issued on April 1, 2000 to
retire a previous notes payable of $712 and related interest of $100.
For the nine months ended September 30, 1999
The Company issued 10,000,000 shares of common stock for cash at
$10,000 (or $.001 per share).
The accompanying notes are an integral part of these financial statements.
-4-
8
OXY GENERAL CORPORATION
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - Oxy General Corporation (the Company) was organized under the
laws of the State of Nevada on September 26, 1997. The Company has not
commenced planned principal operations and is considered a development stage
company as defined in Statement of Financial Accounting Standards (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
September 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
September 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 $1,000 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. 136, "Transfers of Assets to a not for profit
organization or charitable trust that raises or holds contributions for
others", 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.),", SFAS No. 138 "Accounting for Certain
Derivative Instruments and Certain Hedging Activities - and Amendment of SFAS
No. 133", SFAS No. 139, "Recission of SFAS No. 53 and Amendment to SFAS No 63,
89 and 21", and SFAS No. 140, "Accounting to Transfer and Servicing of
Financial Assets and Extinguishment of Liabilities", were recently issued SFAS
No. 136, 137, 138, 139 and 140 have no current applicability to the Company or
their effect on the financial statements would not have been significant.
-5-
9
OXY GENERAL CORPORATION
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 2 - CAPITAL STOCK
Common Stock - During September 1997, in connection with its organization, the
Company issued 1,000,000 shares of its previously authorized, but unissued
common stock. The shares were issued for services rendered at $1,000 (or
$.001 per share).
During June 1999, the Company issued 10,000,000 shares of its previously
authorized, but unissued common stock for cash of $10,000 (or $.001 per
share).
NOTE 3 - INCOME TAXES
The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109 "Accounting for Income Taxes". SFAS
No. 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. At September 30, 2000, the
Company has available unused operating loss carryforwards of approximately
$4,100, which may be applied against future taxable income and which expire in
various years 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 tax effect of the loss carryforwards and,
therefore, no deferred tax asset has been recognized for the loss
carryforwards. The net deferred tax assets are approximately $1,400 and $800
as of September 30, 2000 and December 31, 1999, respectively, with an
offsetting valuation allowance of the same amount resulting in a change in the
valuation allowance of approximately $600 during the nine months ended
September 30, 2000.
NOTE 4 - RELATED PARTY TRANSACTIONS
Management Compensation - As of September 30, 2000, the Company has not paid
any compensation to an 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 his/her home
as a mailing address, as needed, at no expense to the Company.
Notes Payable - On April 1, 2000, a related party note payable in the amount
of $712 and the related accrued interest of $100 were rolled into a new one
year related party note payable. The note is due on April 1, 2001 and
provides for interest at 10% per annum. Accrued interest amounted to $41 and
$86 at September 30, 2000 and December 31, 1999, respectively.
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. 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.
-6-
10
OXY GENERAL CORPORATION
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 6 - LOSS PER SHARE
The following data show the amounts used in computing loss per share for the
periods presented:
For the Three For the Nine From Inception
Months Ended Months Ended on September 26,
September 30, September 30, 1997 Through
------------------------ ------------------------ September 30,
2000 1999 2000 1999 2000
----------- ----------- ----------- ----------- ----------------
Loss from continuing operations
available to common shareholders
(numerator) $ (690) $ (703) $ (2,450) $ (869) $ (4,848)
----------- ----------- ----------- ----------- ----------------
Weighted average number of
common shares outstanding used
in loss per share for the period
(denominator) 11,000,000 11,000,000 11,000,000 11,000,000 5,427,273
----------- ----------- ----------- ----------- ----------------
NOTE 7 - SUBSEQUENT EVENTS
Related Party Note Payable - On November 1, 2000 the company received a
$10,000 loan from a related party. The related note payable is due on October
31, 2001 and provides for interest at 10% per annum.
Name Change - During October, 2000 the Company decided to change its business
plan to mobile advertising to businesses in the United States. In connection
with this change in business plan the Company is also changing its corporate
name to Wrap-N-Roll USA, Inc. The name change will be effective as of
November 17, 2000.
-7-
11
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
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Results of Operations
- ---------------------
*****************************************************************
Nine Month Periods Ended September 30, 2000 and 1999,
Three Month Periods Ended September 30, 2000 and 1999 and
from Inception on September 26, 1997 through September 30, 2000
*****************************************************************
The Company had no revenue from continuing operations for the nine month
periods ended September 30, 2000 and 1999, for the three month periods ended
June 30, 2000 and 1999 or from inception on September 26, 1997 through
September 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 $2,395 for the nine month
period ended September 30, 2000, $1835 for the nine month period ended
September 30, 1999, $670 for the three month period ended September 30, 2000,
$690 for the three month period ended September 30, 1999 and $4,707 from
inception on September 26, 1997 through September 30, 2000.
Interest expense for the nine month periods ended September 30, 2000 and
1999, the three month periods ended September 30, 2000 and 1999 and from
inception on September 26, 1997 through September 30, 2000 was $55, $34, $20,
$13 and $141 respectively. Interest was accrued on a note payable to a third
party in the principal amount of $712. This note payable and related accrued
interest of $100 were rolled into a new one year related party note payable
and bears interest at 10% per annum.
As a result of the foregoing factors, the Company realized a net loss of
$2,450 for the nine month period ended September 30, 2000, $869 for the nine
month period ended September 30, 1999, $690 for the three month period ended
September 30, 2000, $703 for the three month period ended September 30, 1999
and $4,848 from inception on September 26, 1997 through September 30, 2000.
Liquidity and Capital Resources
- -------------------------------
The Company remains in the development stage and, since inception, has
had no revenues. At September 30, 2000, the Company had working capital of
$6,152 and cash in the amount of $7,005. All cash raised by the Company at
September 30, 2000, had come from the sale of 10,000,000 shares of the
Company's common stock to Cliff Halling, the Company's current president, for
$10,000, as well as a $812 loan to the Company by a previous officer. The
shares were sold to Cliff Halling to obtain capital to pay the costs of
general administrative expenses.
On November 1, 2000, the Company executed a note payable with a
shareholder of the Company in the amount of $10,000. These note is payable
upon demand and accrues interest at 10% per annum and was executed to obtain
capital to pay general administrative expenses and expenses relating to the
Company's new business plan, as described below.
12
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. 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
- ------------------
On October 1, 2000, the board of directors and majority shareholders of
the Company consented to change the Company's name from Oxy General
Corporation to Wrap-N-Roll USA, Inc. On October 24, 2000, the Company mailed
an information statement regarding this matter to all shareholders of record
as of October 1, 2000. Also on October 24, 2000, the Company filed this
information statement on Schedule 14C with the Securities and Exchange
Commission. The name change will be effective November 17, 2000. The Company
is seeking a change in its business plan to mobile advertizing to US
businesses. The name change is being effected to better suit the nature of
the Company's business.
The Company is in its start-up stage at this time. The Company will
offer US businesses of all sizes the opportunity to obtain additional exposure
to the consumer by "wrapping" (a term used to describe the total logoing of a
vehicle) a new 2001 VW Beatle or Chrysler PT Cruiser. The vehicle will be
driven and parked in an area conducive to the companies demographics.
The Company has no property. The Company currently maintains operations
from the home of its president, at no charge 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.
13
PART II
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ITEM 1. LEGAL PROCEEDINGS
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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.
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ITEM 2. CHANGES IN SECURITIES
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Not Applicable.
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ITEM 3. DEFAULTS UPON SENIOR SECURITIES
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Not Applicable.
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ---------------------------------------------------------------------------
On October 1, 2000, the board of directors and majority shareholders of
the Company consented to change the Company's name from Oxy General
Corporation to Wrap-N-Roll USA, Inc.
Of the 11,000,000 shares of common stock issued and outstanding and
entitled to vote by written consent on that date, a shareholder owning
10,000,000 shares, or approximately 91% of the outstanding common stock,
consented to this name change by written consent taken without a meeting
pursuant to Section 78.320 of the Nevada Revised Statutes.
On October 24, 2000, the Company mailed an information statement
regarding this matter to all shareholders of record as of October 1, 2000.
Also on October 24, 2000, the Company filed this information statement on
Schedule 14C with the Securities and Exchange Commission. The name change
will be effective November 17, 2000. The Company is seeking a change in its
business plan to mobile advertizing to US businesses. The name change to
Wrap-N-Roll USA, Inc. is being effected to better suit the nature of the
Company's business.
For more information regarding the above matter, see the Company's
Information Statement filed on Schedule 14C with the Securities and Exchange
Commission on July 25, 2000.
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ITEM 5. OTHER INFORMATION
- ---------------------------------------------------------------------------
On November 1, 2000, the Company executed a note payable with a
shareholder of the Company in the amount of $10,000. These note is payable
upon demand and accrues interest at 10% per annum and was executed to obtain
capital to pay general administrative expenses and expenses relating to the
Company's new business plan, as described in this quarterly report.
14
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
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(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.
(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.
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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.
OXY GENERAL CORPORATION
/s/ Cliff Halling
-----------------------------------
Date: November 10, 2000 By: Cliff Halling, President, Secretary
Treasurer, Director
15
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 September 26, 1997.
Ex-3(ii) ** Bylaws of the Company.
Ex-10(a) *** Promissory Note dated April 1, 2000 executed by the
Company.
Ex-10(b) 17 Promissory Note dated November 1, 2000 executed by the
Company.
Ex-27 * Financial Data Schedule for the nine month period
ended September 30, 2000.
*** The listed exhibits are incorporated herein by this reference to
the Quarterly Report on Form 10-QSB for the quarter ended June 30,
2000, filed by the Company with the Securities and Exchange
Commission on August 14, 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 February 10, 2000.
* The Financial Data Schedule is presented only in the electronic
filing with the Securities and Exchange Commission.
16