SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period ended: May 31, 2000
Commission file number 000-30129
S.D.E. HOLDINGS 2, INC.
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(Exact name of small business issuer as specified in its charter)
Nevada 84-1529309
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(State or other jurisdiction of (I.R.S. Employer incorporation
or organization) Identification No.)
7609 Ralston Road, Arvada, CO 80002
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Address of principal executive offices)
(303) 422-8127
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(Issuer's telephone number)
Check whether the registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 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
As of May 31, 2000 1,000,000 shares of common stock were outstanding.
Transitional Small Business Disclosure Format: Yes No X
SDE HOLDINGS 2, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
MAY 31, 2000
(UNAUDITED)
S.D.E. HOLDINGS 2 INC.
(A Development Stage Company)
BALANCE SHEETS
ASSETS
May 31, February 29,
2000 2000
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CURRENT ASSETS, Cash $ 1,495 $ -
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LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES, Payable to related parties $ 2,220 $ 20
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COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY (DEFICIT):
Common stock, $.001 par value, 25,000,000 shares
authorized, 1,000,000 shares issued and
outstanding 1,000 1,000
Stock subscription receivable - (800)
(Deficit) accumulated during the development stage (1,725) (220)
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Total Stockholders' Equity (Deficit) (725) (20)
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$ 1,495 $ -
================== =============
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
S.D.E. HOLDINGS 2 INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
Cumulative
from
January 19,
2000
For the Three (Inception)
Months Ended to
May 31, May 31,
2000 22000
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REVENUE
Interest income $ - $ -
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EXPENSES:
General and administrative 1,505 1,725
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Total Expenses 1,505 1,725
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NET (LOSS) $ (1,505) $ (1,725)
================= =================
NET (LOSS) PER COMMON SHARE - BASIC $ *
============
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 1,000,000
=================
*Less than $(.01)
SEE ACCOMPANYING NOTES TO FINANCIAL STATMENTS
S.D.E. HOLDINGS 2 INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
Cumulative
from
January 19,
2000
For the Three (Inception)
Months Ended to
May 31, May 31,
2000 2000
----------------- ------------
CASH FLOWS FROM (TO) OPERATING ACTIVITIES:
Net (loss) from operations $ (1,505) $ (1,725)
Adjustments to reconcile net (loss) to net cash provided by
operating activities:
Changes in:
Payable to related parties 2,200 2,220
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Net Cash Provided by Operating Activities 695 495
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CASH FLOWS FROM (TO) FINANCING ACTIVITIES:
Collection of subscription receivable 800 800
Common stock issued for cash - 200
----------------- -----------------
Net Cash Provided by Financing Activities 800 1,000
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NET INCREASE (DECREASE) IN CASH 1,495 1,495
CASH, beginning of period - -
----------------- ------------
CASH, end of period $ 1,495 $ 1,495
================= =================
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
S.D.E. HOLDINGS 2 INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information and
in accordance with the instructions for Form 10-QSB. Accordingly, they do not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements.
In the opinion of management, the financial statements contain all material
adjustments, consisting only of normal recurring adjustments necessary to
present fairly the financial condition, results of operations, and cash flows of
the Company for the interim periods presented.
The results for the three months ended May 31, 2000 are not necessarily
indicative of the results of operations for the full year. These financial
statements and related footnotes should be read in conjunction with the
financial statements and footnotes thereto included in the Company's Form 10
filed with the Securities and Exchange Commission for the period ended February
29, 2000.
NOTE 2 - RELATED PARTY TRANSACTIONS
In March 2000 the Company received advances of $2,200 from stockholders and $800
of which satisfied the subscription receivable.
Item 2. Management's Discussion and Analysis or Plan of Operation.
- - - ------------------------------------------------------------------
LIQUIDITY AND CAPITAL RESOURCES
The Company had $0 cash capital at the end of the period and no current assets.
The Company will be forced to either borrow or make private placements of stock
in order to fund operations. No assurance exists as to the ability to achieve
loans or make private placements of stock.
Results of Operations for the Three Month Period Ended May 31, 2000 compared to
same period in 1999
- - ------------------------------------------------------------------------------
The Company had no operations or revenues for the three month period ended
May 31, in 2000 or 1999. The Company incurred general and administrative
expenses of $1,505 in the three month period in 2000. The Company had a loss in
the three month period in 2000 ($1,505). The loss per share was nominal in the
period in 2000.
(a) Plan of Operation. S.D.E. Holdings 2, Inc. (the "Company") intends to
seek to acquire assets or shares of an entity actively engaged in business which
generates revenues, in exchange for its securities. The Company has no
particular acquisitions in mind and has not entered into any negotiations
regarding such an acquisition. As of the date of this report, the Company has no
plans, arrangements, understandings or commitments with respect to any potential
merger or acquisition, nor is the Company engaged in negotiations with respect
to such matter.
transferred will not materially differ from the representations included in such
closing documents, or the transaction will be voidable.
(b) Liquidity and Capital Resources. At May 31, 2000, the Company had
minimal cash or other assets with which to conduct operations. There can be no
assurance that the Company will be able to complete its business plan and to
exploit fully any business opportunity that management may be able to locate on
behalf of the Company. Due to the lack of a specified business opportunity, the
Company is unable to predict the period for which it can conduct operations.
Accordingly, the Company will need to seek additional financing through loans,
the sale and issuance of additional debt and/or equity securities, or other
financing arrangements. Management of the Company and its counsel have advised
that they will pay certain costs and expenses of the Company from their personal
funds as interest free loans in order to facilitate development of the Company's
business plan. Management believes that the Company has inadequate working
capital to pursue any operations at this time; however, loans to the Company
from management and its counsel may facilitate development of the business plan.
For the foreseeable future, the Company through its management and counsel
intend to pursue acquisitions as a means to develop the Company. The Company
does not intend to pay dividends in the foreseeable future. As of the end of the
reporting period, the Company had no material cash or cash equivalents. There
was no significant change in working capital during this quarter.
PART II--OTHER INFORMATION
Item 1. Legal Proceedings.
- - - --------------------------
There are no pending legal proceedings, and the Company is not aware of any
threatened legal proceedings, to which the Company is a party, however, the
Company has had three judgments rendered against it for collection for old
obligations for money due. Such judgements remain unsatisfied, and are carried
as liabilities in the balance sheet.
Item 2. Changes in Securities.
- - - ------------------------------
(a) There have been no material modifications in any of the instruments
defining the rights of the holders of any of the Company's registered
securities.
(b) None of the rights evidenced by any class of the Company's
registered securities have been materially limited or qualified by the issuance
or modification of any other class of the Company's securities.
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
No exhibits as set forth in Regulation SB, are necessary for this
filing.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter for which this
report is filed.
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of
1934, as amended, the registrant caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
S.D.E. Holdings 2, Inc.
Date: August 22, 2002
/s/Scott Deitler
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Scott Deitler, President