U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
Quarterly Report Under Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the Quarterly
Period Ended July 31, 2003
Commission file number: 000-49896
---------
DOWNSIDE UP, INC.
-----------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Colorado 84-1493157
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
16200 WCR 18E, Loveland, Colorado 80537
-------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
970-635-0346
-------------
(Issuer's telephone number)
10077 E. County Line Road, Longmont, Colorado 80501
----------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
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 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
---- ----
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.
As of July 31, 2003, 1,230,000 shares of common stock, no par value, were
outstanding.
DOWNSIDE UP, INC.
Index
Page
----
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed balance sheet, July 31, 2003 (Unaudited)................. 3
Condensed statements of operations (Unaudited) -
three months ended July 31, 2003 and 2002,
and for the period from April 9, 1998 (inception)
through July 31, 2003.......................................... 4
Condensed statements of cash flows (Unaudited) -
three months ended July 31, 2003 and 2002,
and for the period from April 9, 1998 (inception)
through July 31, 2003.......................................... 5
Notes to condensed financial statements (Unaudited)................ 6
Item 2. Plan of Operation.......................................... 7
Item 3. Controls and Procedures.................................... 7
Part II OTHER INFORMATION ................................................. 8
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3 Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
Signatures......................................................... 8
DOWNSIDE UP, INC.
(A Development Stage Company)
Condensed Balance Sheet
July 31, 2003
(Unaudited)
Assets
Total assets.............................................................$ -
==========
Liabilities and Shareholders' Deficit
Current liabilities:
Accounts payable and accrued liabilities.............................$ 300
----------
Total current liabilities.............................. 300
----------
Shareholders' deficit:
Common stock......................................................... 2,672
Additional paid-in capital........................................... 10,651
Deficit accumulated during development stage......................... (13,623)
----------
Total shareholders' deficit............................ (300)
----------
$ -
==========
See accompanying notes to condensed financial statements
-3-
DOWNSIDE UP, INC.
(A Development Stage Company)
Condensed Statements of Operations
(Unaudited)
April 9, 1998
Three Months Ended (inception)
July 31, Through
--------------------------------- July 31,
2003 2002 2003
--------------- --------------- -----------------
Costs and expenses:
Stock-based compensation (Note 2):
Organization costs...............................$ - $ - $ 500
Contributed rent (Note 2)........................... 300 300 6,400
Other general and administrative costs.............. 300 653 6,839
------------- --------------- -------------
Total costs and expenses............ 600 953 13,739
------------- --------------- -------------
Loss before income taxes and interest income............ (600) (953) (13,739)
Interest income......................................... - - 116
------------- --------------- -------------
Loss before income taxes............ (600) (953) (13,623)
Income tax provision (Note 3)........................... - - -
------------- --------------- -------------
Net loss............................ $ (600) $ (953) $ (13,623)
============= =============== ==============
Basic and diluted loss per share........................ $ (0.00) $ (0.00)
============= ===============
Weighted average common shares outstanding.............. 1,230,000 1,230,000
============= ===============
See accompanying notes to condensed financial statements
-4-
DOWNSIDE UP, INC.
(A Development Stage Company)
Condensed Statements of Cash Flows
(Unaudited)
April 9, 1998
Three Months Ended (inception)
July 31, Through
------------------------------------ July 31,
2003 2002 2003
----------------- ----------------- -----------------
Net cash used in operating activities.........................$ - $ - $ (2,172)
----------------- ----------------- -----------------
Cash flows from financing activities:
Proceeds from sale of common stock,
net of offering costs.................................. - - 2,172
----------------- ----------------- -----------------
Net cash provided by
financing activities................. - - 2,172
----------------- ----------------- -----------------
Net change in cash...................... - - -
Cash:
Beginning of period....................................... - - -
----------------- ----------------- -----------------
End of period.............................................$ - $ - $ -
================= ================= =================
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Income taxes...........................................$ - $ - $ -
================= ================= =================
Interest...............................................$ - $ - $ -
================= ================= =================
See accompanying notes to condensed finanical statements
-5-
DOWNSIDE UP, INC.
(A Development Stage Company)
Notes to Condensed Financial Statements
(Unaudited)
Note 1: Basis of Presentation
- ------------------------------
The financial statements presented herein have been prepared by the Company in
accordance with the accounting policies in its audited financial statements for
the year ended April 30, 2003 as filed in its Form 10-KSB and should be read in
conjunction with the notes thereto. The Company entered the development stage in
accordance with Statement of Financial Accounting Standard ("SFAS") No. 7 on
April 9, 1998 and its purpose is to evaluate, structure, and complete a merger
with, or acquisition of, a privately owned corporation.
In the opinion of management, all adjustments (consisting only of normal
recurring adjustments) which are necessary to provide a fair presentation of
operating results for the interim periods presented have been made. The results
of operations for the period presented are not necessarily indicative of the
results to be expected for the year.
Interim financial data presented herein are unaudited.
Note 2: Related Party Transactions
- -----------------------------------
Affiliates provided office space at no charge to the Company, on an as needed
basis, for all periods presented in the accompanying financial statements. The
Company's Board of Directors has valued this service at approximately $100 per
month, based on prevailing local market rates. The accompanying financial
statements include a charge to rent expense and a credit to paid-in capital of
$300, $300, and $6,400, respectively, for the three months ended July 31, 2003
and 2002, and the period from April 9, 1998 (inception) through July 31, 2003.
During the three months ended July 31, 2003, the Company's president paid
general and administrative costs on behalf of the Company totaling $1,650. The
payments have been contributed to the Company and are included in the
accompanying financial statements as "Additional paid-in Capital".
Note 3: Income Taxes
- ---------------------
The Company records its income taxes in accordance with Statement of Financial
Accounting Standard No. 109, "Accounting for Income Taxes". The Company incurred
net operating losses during the periods shown on the condensed financial
statements resulting in a deferred tax asset, which was fully allowed for,
therefore the net benefit and expense result in $-0- income taxes.
-6-
Part I - Item 2. Plan of Operation
- ------ -----------------
The Company's plan of operation is to seek out, investigate, and pursue a
merger, acquisition, or other business combination with an entity desiring the
perceived benefits of offered by the Company as a result of its having a class
of securities registered under the Securities Exchange Act. There have been no
revenues from operations since inception, and none are anticipated prior to
completing a business combination. The Company has one part time employee,
incurs minimal rent and administrative expenses, and has no other recurring
operational expenses except professional fees incurred as necessary. The
Company's president devotes time as required to the affairs of the Company.
To date, the Company has not identified a suitable target entity for any type of
business combination, and management has no particular type of merger,
acquisition, or business opportunity in mind. No restrictions have been placed
on management's discretion to seek out and participate in an appropriate
business opportunity. Due to financial resources, it is anticipated that only a
single potential business venture will be pursued.
Selection of an appropriate business opportunity is complex and risky due to the
Company's limited financial resources, the speculative nature of operations,
management's limited time commitment to the Company, management's potential
conflicts of interest, the burdens of being a reporting company, lack of market
research, and competition in the marketplace.
The Company's success is dependent upon consummating a business combination and
there are no assurances that this will occur.
Part I - Item 3. Controls and Procedures
- ------ -----------------------
(a) Evaluation of disclosure controls and procedures
------------------------------------------------
We maintain controls and procedures designed to ensure that information
required to be disclosed in the reports that we file or submit under the
Securities Exchange Act of 1934 is recorded, processed, summarized, and
reported within the time periods specified in the rules and forms of the
Securities and Exchange Commission. Based upon their evaluation of those
controls and procedures performed within 90 days of the filing date of this
report, our chief executive officer and principal financial officer has
concluded that our disclosure controls and procedures were adequate.
(b) Changes in internal controls
----------------------------
There were no significant changes in our internal controls or in other
factors that could significantly affect these controls subsequent to the
date of the evaluation of those controls by the chief executive officer and
principal financial officer.
Part II - Other Information
- ------- -----------------
-7-
Items 1 through 5
No response required.
Item 6: Exhibits and Reports on Form 8-K
(a). Exhibits:
1. 31: Certification
2. 32: Certification Pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 - Chief Executive Officer and Principal Financial
Officer
(b) Reports on Form 8-K
None.
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.
Downside Up, Inc.
Date: September 5, 2003 By: /s/ James B. Wiegand
-------------------------------------
James B. Wiegand, President/Secretary