U.S. 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 September 30,
2001.
Commission File No: 000-29111
121 INTERNATIONAL CORPORATION
(formerly known as Vintendo Corporation)
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(Name of small business in its charter)
NEVADA 94-3350436
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(State or other (IRS Employer Id. No.)
jurisdiction of Incorporation)
7011 South Brookshire Court
Spokane, Washington 99223
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(Address of Principal Office) Zip Code
Issuer's telephone number: (509) 448-4946
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
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 X No
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date. At September 30, 2001, the
following shares of common were outstanding: Common Stock, par value of
$0.001, 61,111,110 shares.
Transitional Small Business Disclosure Format (Check one): Yes No X
PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS AND EXHIBITS
The unaudited financial statements of registrant for the nine months ended
September 30, 2001, follow. The financial statements reflect all
adjustments, which are, in the opinion of management, necessary to a fair
statement of the results for the periods presented.
The following financial statements are attached to this report and filed as a
part thereof.
1) Balance Sheet
2) Statement of Operations
3) Statement of Cash Flows
4) Notes to Financial Statements
121 International Corporation
(A Development Stage Company)
Unaudited Balance Sheets
As of September 30, 2000 and September 30, 2001
September 30, September 30,
2000 2001
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ASSETS
Cash $ 5,000 $ 0
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Total Assets $ 5,000 $ 0
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LIABILITIES
Accounts Payable $ 0 $ 0
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STOCKHOLDERS' EQUITY
Common Stock:
Paid-In Capital, Par Value $0.001 per
Share, 75,000,000 Shares Authorized,
61,111,110 Shares Outstanding $ 5,000 $61,111
Paid In Capital In Excess of Par Value 0 (56,111)
(Deficit) Accumulated During Development
Stage 0 (5,000)
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Total Stockholders' Equity $ 5,000 $ 5,000
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Total Liabilities and Stockholders' Equity $ 5,000 $ 5,000
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See accompanying notes to financial statements.
121 International Corporation
(A Development Stage Company)
Statement of Operations
For the Nine Months Ended September 30, 2000 and
September 30, 2001 and for the Period
From Inception (February 16, 1999) through September 30, 2001
Nine Months Nine Months Inception
Ended Ended Through
September 30, September 30, September 30,
2000 2001 2001
------------ ------------ ------------
Operating Revenues $ 0 $ 0 $ 0
Operating Expenses 0 5,000 5,000
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Net Income (Loss ) $ 0 $ (5,000) $ (5,000)
Per Share Information:
Basic and Diluted (Loss)
per Common Share $ (0.00) $ (0.00) $ (0.00)
Weighted Average Shares Outstanding 5,000,000 18,508,230 8,819,081
See accompanying notes to financial statements.
121 International Corporation
(A Development Stage Company)
Statement of Cash Flows
For the Nine Months Ended September 30, 2000 and
September 30, 2001 and for the Period
From Inception (February 16, 1999) through September 30, 2001
Nine Months Nine Months Inception
Ended Ended Through
September 30, September 30, September 30,
2000 2001 2001
------------ ------------ ------------
Net Income (Loss) $ 0 $ (5,000) $ (5,000)
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Net Cash Provided From (Used In)
Operating Activities 0 (5,000) (5,000)
Cash Flows From (Used In) Financing 0 0 0
Activities:
Common Stock Sold for Cash 0 0 5,000
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Net Increase (Decrease) in Cash 0 (5,000) 0
Cash at Beginning of Period 5,000 5,000 0
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Cash at End of Period $ 5,000 $ 0 $ 0
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See accompanying notes to financial statements.
121 International Corporation
(A Development Stage Company)
Management Provided
Notes to Financial Statements
September 30, 2001
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Vintendo Corporation was Corporation on February 11, 1999, under the laws of
the State of Nevada, for the purpose of engaging in any lawful business. The
Company has elected to report on a calendar year basis.
On July 25, 2001, the Company acquired the assets, business plans,
strategies, and strategic business relationships held by Mr. Daniel Laroque
for a business concept known collectively as the 121 International Concept.
Other than this acquisition, the Company has remains in its development stage
with its activities to date having been limited to organization, capital
formation, and issuance of shares to its original shareholders, and the
effort to raise additional funds. It has not yet commenced any operational
activities.
The Company has authorized 75,000,000 shares of Common Stock having a par
value of $.001 per share. On February 11, 1999, the Company issued a total of
5,000,000 of its Common Shares at $0.001 per Share, for total proceeds of
$5,000. In acquiring the assets of the 121 International Concept, the Company
issued a total of 58,055,555 to various parties and reduced its previously
issued shares by a total of 1,944,445. As of September 30, 2001, a total of
61,111,110 shares of the Company's Common Stock had been issued and were
outstanding.
The Company has not yet determined and established its accounting policies
and procedures, except as follows:
1. The Company uses the accrual method of accounting.
2. Net loss per share is provided in accordance with Financial Accounting
Standards No. 128 (FAS No. 128) "Earnings Per Share". Basic loss per share is
computed by dividing losses available to common stockholders by the weighted-
average number of common shares during the period. Diluted loss per share
reflects the per share amounts that would have resulted if dilutive common
stock equivalents had been converted to common stock. No stock options were
available or granted during the periods presented. Accordingly, basic and
diluted loss per share are the same for all periods presented.
3. The Company has not yet adopted any policy regarding payment of dividends.
No dividends have been paid since inception.
NOTE 2 - RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real property. The President of the
Company provides office services without charge. Such costs are immaterial to
the financial statements and, accordingly have not been reflected therein.
The officer and director of the Company is involved in other business
activities including other companies with business intent similar to that of
the Company, and may, in the future, become active in other business
activities. If a specific business opportunity becomes available, such
persons may face a conflict in selecting between the Company and their own
business interests. The Company has not formulated a policy for the
resolution of such conflicts.
As of September 30, 2001, no shareholders, officers, directors, or other
related parties had incurred costs on behalf of the Company to be repaid or
refunded by the Company.
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
$5,000 from its initial capitalization, which have been expended as a result
of the recent merger. Consequently, the Company's balance sheet for the
quarter ended September 30, 2001, reflects a total asset value of $0.
Due to its limited activities, management believes the Company for the next
twelve months has sufficient assets or capital resources to pay its on-going
expenses while it is seeks out additional equity funds through the sale of
additional securities to proceed with the 121 International Concept. As a
result, although the Company has no agreement in place with its shareholders
or other persons to pay expenses on its behalf, it is currently anticipated
that the Company may rely on loans from shareholders or third parties to pay
expenses at least until it is able to raise sufficient additional capital.
Results of Operations.
During the period from February 11, 1999 (inception) through September 30,
2001, the Company has engaged in no significant operations other than its
organizational activities, registering its securities under the Securities
and Exchange Act of 1934, as amended, and acquiring the assets of the 121
International Concept. No revenues were received during this period, and the
Company experienced a cumulative net loss of $5,000 to pay expenses related
to the acquisition of the 121 International Concept.
The Company has not conducted any operations to date. Its net losses since
inception (February 11, 1999), totaling $5,000, are related to expenses
associated with the acquisition of the 121 International Concept. The Company
does not expect to generate any revenues until such time as it is able to
raise sufficient additional capital to pursue the activities related to the
121 International Concept, but in the future it may incur legal and
accounting fees and other costs associated with compliance with its reporting
obligations. As a result, the Company may incur losses each quarter at least
until it has commenced operations. Depending upon the performance of the
recently acquired business strategy, the Company may continue to operate at a
loss even following completion of the business acquisition.
STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This report contains various forward-looking statements that are based on the
Company's beliefs as well as assumptions made by and information currently
available to the Company. When used in this report, the words "believe,"
"expect," "anticipate," "estimate" and similar expressions are intended to
identify forward-looking statements. Such statements may include statements
regarding seeking business opportunities, payment of operating expenses, and
the like, and are subject to certain risks, uncertainties and assumptions
which could cause actual results to differ materially from projections or
estimates contained herein. Factors which could cause actual results to
differ materially include, among others, unanticipated delays or difficulties
in location of a suitable business acquisition candidate, unanticipated or
unexpected costs and expenses, competition and changes in market conditions,
lack of adequate management personnel and the like. Should one or more of
these risks or uncertainties materialize, or should underlying assumptions
prove incorrect, actual results may vary materially from those anticipated,
estimated or projected. The Company cautions again placing undue reliance on
forward-looking statements all of that speak only as of the date made.
PART II
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On July 25, 2001; a unanimous vote by the stockholders and Board of Directors
of Vintendo Corporation ("Vintendo") approved (1) an Acquisition Agreement
and Plan of Reorganization whereby Vintendo will issue 55,000,000 shares of
its common stock to Mr. Daniel Laroque in exchange for all of assets,
business plans, strategies, and strategic business relationships known
collectively as the 121 International Concept, (2) reduce the 5,000,000
currently issued and outstanding shares to 3,055,555 shares, (3) issue a
total of 3,055,555 shares to Epic Holding Corporation, William Flannigan,
Gopublic.com LLC, and James McQuirter in furtherance of this transaction, (4)
a name change from Vintendo Corporation to 121 International Corporation, (5)
the election of Mr. Daniel Laroque as the new sole Director of Vintendo,
thereby replacing the previous sole director of Vintendo, Mr. Kevin Nichols,
(6) the election and appointment of Mr. Daniel Laroque as the President, Mr.
Didier Forquignon, Ms. Isabelle Laroque, and Mr. Philippe Rebillard as Vice
Presidents, and Mr. Timothy Orr as the Secretary of Vintendo (Mr. Nichols
resigned from his previous capacity as President), and (7) for a period of
two years from the closing date of the Acquisition it shall require a 100%
approval from the shareholders to "roll-back" the number of issued and
outstanding shares.
The Company has filed its Form 8-K with the SEC announcing the significant
event as set forth above. You are encouraged to visit the SEC web-site at
www.sec.gov to view this and other forthcoming information related to the
Company's acquisition of the assets related to the 121 International Concept.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) None
(b) Reports on Form 8-K - The Company filed the following reports on Form 8-K
during the quarter for which this report is filed.
1) Form 8-K on August 10, 2001 - Details of Acquisition of the assets of
121 International Corporation.
2) Form 8-K/A on August 15, 2001 - Amendment to the Form 8-K filed on
August 10, 2001.
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.
121 INTERNATIONAL CORPORATION
(Registrant)
Date: November 19, 2001
By: /s/ Daniel Laroque
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Daniel Laroque
President and Director