U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES ACT OF 1934
For the quarterly period ended June 30, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES ACT OF 1934
For the transition period from __________ to _______________
Commission file number: 0-25511
Source One, Incorporated
(Exact name of small business issuer as
specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
88-0379078
(IRS Employer Identification No.)
236 S. Rainbow Blvd., Suite 486, Las Vegas, NV 89128
(Address of principal executive offices)
(702) 363-0066
(Issuer's telephone number)
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: 11,292,000
Transitional Small Business Disclosure Format:
Yes [ ] No [x]
1
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
The unaudited condensed financial statements presented herein have been
prepared by the Company in accordance with the instructions to Form 10-QSB
and do not include all of the information and note disclosures required by
generally accepted accounting principles. These condensed financial statements
should be read in conjunction with the audited financial statements and notes
thereto for the period ended December 31, 1998 included in the Company's Form
10-SB12G. The accompanying financial statements have not been examined by
independent accountants in accordance with generally accepted auditing
standards, but in the opinion of management such financial statements include
all adjustments (consisting only of normal recurring adjustments) necessary
to present fairly the Company's financial position and results of operations.
The results of operations for the six months ended June 30, 1999 may not be
indicative of the results that may be expected for the year ending December
31, 1999.
2
SOURCE ONE, INCORPORATED
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
(Unaudited)
JUNE 30, 1999 AND JUNE 30,1998
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TABLE OF CONTENTS
Page Number
ACCOUNTANT'S REPORT......................................... 1
FINANCIAL STATEMENT:
Balance Sheet............................................... 2
Statement of Operations and Deficit
Accumulated During the Development Stage................... 3
Statement of Changes in Stockholders' Equity................ 4
Statement of Cash Flows..................................... 5
Notes to the Financial Statements........................... 6
4
DAVID E. COFFEY
3561 Lindell Rd, Suite H Las Vegas, NV 89103
CERTIFIED PUBLIC ACCOUNTANT
(702) 871-3979
To the Board of Directors and Stockholders
of Source One Incorporated
Las Vegas, Nevada
The accompanying balance sheet of Source One Incorporated (a
development stage company) as of June 30, 1999 and the related
statements of operations, stockholders' equity and cash flows for
the three months and six months ended June 30, 1999 and 1998 and
from inception on September 30, 1996 through June 30, 1999 were
not audited by me and, accordingly, I do not express an opinion
on them. The accompanying balance sheet as of December 31, 1998
was audited by me and I expressed an unqualified opinion on it in
my report dated August 4, 1999.
/s/ DAVID COFFEY
David Coffey C.P.A.
August 4, 1999
5
SOURCE ONE, INCORPORATED
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
(Unaudited)
June 30, December 31,
1999 1998
------ ------
Unaudited
ASSETS
Cash $ 4,158 $ 9,953
Organizational costs less accumulated
amortization 2,853 3,270
Deposits 670 420
Accounts Receivable 0 3,357
Inventory 5,506 3,886
----- -----
Total Assets $ 13,187 $ 20,886
====== ======
LIABILITIES & STOCKHOLDERS' EQUITY
Accounts payable:
Trade $ 0 $ 1,261
-- -----
Total Liabilities 0 1,261
Stockholders' Equity
Common stock, authorized 20,000,000 shares
at $.001 par value, issued and outstanding
11,292,000 shares 11,292 11,292
Preferred stock, 5,000,000 shares
at $.001 per value, no shares issued
or outstanding 0 0
Additional paid-in capital 12,628 12,628
Deficit accumulated during
the development stage (10,733) ( 4,295)
------ ------
Total Stockholders' Equity 13,187 19,625
Total Liabilities and Stockholders'
Equity $ 13,187 $ 20,886
====== ======
The accompanying notes are an integral part of these financial statements.
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SOURCE ONE, INCORPORATED
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS AND DEFICIT
ACCUMULATED DURING THE DEVELOPMENT STAGE
(With Cumulative Figures From Inception)
(Unaudited)
For the Three For the Three For the Six For the Six Inception
Months Ended Months Ended Months Ended Months Ended Sept. 30, 1996
June 30, 1999 June 30, 1998 June 30, 1999 June 30, 1998 To June 30, 1999
------------- ------------- ------------- ------------- -------------
Sales $ 4,894 $ 2,538 $ 7,901 $ 5,784 $ 27,993
Cost of sales 4,381 1,293 7,700 2,948 21,789
----- ----- ----- ----- ------
Gross margin 513 1,245 201 2,836 6,204
Expenses
Amortization 209 209 417 418 1,332
Advertising 395 0 395 0 945
Consulting 450 300 850 1,395 4,845
Licencing and fees 25 328 235 328 949
Office expenses 322 26 387 966 2,323
Professional fees 1,625 0 4,175 0 4,175
Rent 0 0 180 0 390
Travel 0 0 0 870 1,692
Uncollectible Accounts 0 286 0 286 286
----- ----- ----- ----- -----
Total expenses 3,026 1,149 6,639 4,263 16,937
Net Income (loss) (2,513) 96 (6,438) (1,427) $ (10,733)
======
Deficit accumulated,
beginning of period (8,220) (3,516) (4,295) (1,993)
----- ----- ----- -----
Deficit accumulated
during the
development stage $ (10,733) $ (3,420) $ (10,733) $ (3,420)
====== ===== ====== =====
Earnings (loss) per share
Assuming Dilution: $ (.00) $ (.00) $ (.00) $ (.00) $ (.00)
===== ===== ===== ===== =====
The accompanying notes are an integral part of these financial statements.
-3-
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SOURCE ONE, INCORPORATED
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
PERIOD FROM November 18, 1997 (Date of Inception)
To June 30, 1999
Additional
Common Stock Paid-in
Shares Amount Capital Total
---------- -------- -------- ---------
Balance,
November 18, 1997 0 $ 0 $ 0 $ 0
Issuance of common
stock for services 8,000,000 8,000 0 8,000
Issuance of common
stock for cash 3,292,000 3,292 20,628 23,920
Less net loss 0 0 0 (1,993)
Less offering costs 0 0 (4,100) (4,100)
---------- -------- -------- ---------
Balance,
December 31, 1997 11,292,000 11,292 16,528 25,827
Less net loss 0 0 0 (2,302)
Less offering costs 0 0 (3,900) (3,900)
---------- -------- -------- ---------
Balance,
December 31, 1998 11,292,000 11,292 12,628 19,625
Less net loss 0 0 0 (3,925)
---------- -------- -------- ---------
Balance,
March 31, 1999 11,292,000 11,292 12,628 15,700
Less net loss 0 0 0 (2,513)
---------- -------- -------- ---------
Balance,
June 30, 1999 11,292,000 $ 11,292 $ 12,628 $ 13,187
========== ======= ========= =========
The accompanying notes are an integral part of these financial statements.
-4-
8
SOURCE ONE INCORPORATED
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
(With Cumulative Figures From Inception)
(Unaudited)
For the Three For the Three For the Six For the Six Inception
Months Ended Months Ended Months Ended Months Ended Sept. 30, 1996
June 30, 1999 June 30, 1998 June 30, 1999 June 30, 1998 To June 30, 1999
------------- ------------- ------------- ------------- -------------
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES
Net Income (loss) $ (2,513) $ 96 $ (6,438) $ (1,427) $ (10,733)
Noncash expenses included in net loss
Amortization 209 209 417 418 1,332
(Decrease)Increase in accounts payable (3,359) 0 (1,261) (5,462) 0
Increase in deposits (250) 0 (250) 0 (670)
Decrease(Increase) in prepaid expenses 0 0 0 0 0
(Increase)Decrease in Inventory 1,168 1,292 (1,620) (5,903) (5,506)
(Increase)Decrease in accounts receivables 2,567 379 3,357 379 0
------ ------ ----- ----- -----
NET CASH PROVIDED BY
OPERATING ACTIVITIES 2,178 1,976 (5,795) (11,995) 15,577
CASH FLOWS USED BY INVESTING ACTIVITIES
Organizational costs 0 0 0 0 4,185
----- ----- ----- ----- -----
NET CASH USED BY
INVESTING ACTIVITIES 0 0 0 0 4,185
CASH FLOWS FROM FINANCING ACTIVITIES
Sale of common stock 0 0 0 0 11,292
Additional paid-in capital 0 0 0 0 20,628
Less offering costs 0 0 0 (2,100) (8,000)
----- ---- ----- ----- -----
NET CASH PROVIDED BY
FINANCING ACTIVITIES 0 0 0 (2,100) 23,920
----- ----- ----- ----- -----
NET INCREASE(DECREASE) (2,178) 1,976 (5,795) (14,095) $ 4,158
=====
CASH AT BEGINNING OF PERIOD 6,336 10,312 9,953 26,383
------ ------ ----- -----
CASH AT END OF PERIOD $ 4,158 $ 12,288 $ 4,158 $ 12,288
====== ====== ====== ======
Supplemental disclosure of cash flow information:
Issuance of common stock in exchange
for services $ 8,000
=====
The accompanying notes are an integral part of these financial
statements.
-5-
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SOURCE ONE, INCORPORATED
(A DEVELOPMENT STAGE COMPANY)
JUNE 30, 1999 and JUNE 30, 1998
NOTES TO THE FINANCIAL STATEMENTS
Source One Incorporated (the Company) has elected to omit
substantially all footnotes to the financial statements for the
six months ended June 30, 1999, since there have been no
material changes (other than indicated in other footnotes) to the
information previously reported by the Company in the audited
financial statements for the fiscal year ended December 31, 1998
as filed in the Registration Statement filed on Form 10-SB.
UNAUDITED INFORMATION
The information furnished herein was taken from books and records
of the Company without audit. However, such information reflects
all adjustments which are, in the opinion of management,
necessary to properly reflect the results of the period
presented. The information presented is not necessarily
indicative of the results form operations expected for the full
fiscal year.
-6-
10
Item 2. Management's Discussion and Analysis or Plan of
Operation
This Form 10-QSB includes, without limitation, certain
statements containing the words "believes", "anticipates",
"estimates", and words of a similar nature, which constitute
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. This Act provides a
"safe harbor" for forward-looking statements to encourage
companies to provide prospective information about themselves so
long as they identify these statements as forward looking and
provide meaningful, cautionary statements identifying important
factors that could cause actual results to differ from the
projected results. All statements other than statements of
historical fact made in this Form 10-QSB are forward-looking. In
particular, the statements herein regarding the world wide web's
role in the Company's future expansion, future cash requirements,
future profitablity and year 2000 issues are forward-looking
statements. Forward-looking statements reflect management's
current expectations and are inherently uncertain. The Company's
actual results may differ significantly from management's
expectations.
GENERAL
The Company currently operates at 236 S. Rainbow Bl., Suite 486,
Las Vegas, Nevada 89128. The Company's principal business is
providing promotional/incentive types of jewelry through the
Internet and mail order.
Results of Operations for the Six Month Period Ending June 30, 1999
The following is a discussion of the results of operations for
the six month period ended June 30, 1999, compared to the six months
ended June 30, 1998.
Total revenues for the six months ended June 30, 1999 were $7,901,
compared to $5,784 during the same period of 1998, which
represents an increase of $2,117. The increase is due to the sales
of 14 karat gold products the company introduced in 1999. However,
the cost of sales for the six months ended June 30, 1998 were 51% of
the sales, or $2,948, versus 97%, or $7,700, for the six months
ended June 30, 1999.
11
The net income for the six months ended June 30, 1999 was $(6,438)
compared to $(1,427) for the same period of 1998. Management
attributes this decrease to the increase in cost of goods sold for the
Company and general expenses. Total expenses for the six months ended
June 30, 1999 were $6,639 compared to $4,263 for the same period in
1998. Management attributes this increase in expenses to the increased
cost of 14kt gold jewelry and the costs associated with preparing
quarterly financial reports.
Liquidity and Capital Resources
Cash as of June 30, 1999 was $4,158 as compared to $12,288 as of
June 30, 1998.
PLAN OF OPERATION
During the next twelve months the Company's plan of operation is
to look to further expansion on the World Wide Web,(WWW), where
some 50 million potential customers are looking to find the
products and services they need. The Company believes the World
Wide Web could become the greatest resource for the Company's
future growth and expansion.
The Company's plans include modifying its web site. Management
looks to include an on-line ordering service and to offer a
secured site to increase the Company's on-line e-commerce. The
Company intends to continue to develop its advertising concept on
the Web which is currently represented in the form of banner ads.
During the next twelve months, the Company's cash requirements
will include its lease payments on the Company's office space in
Las Vegas, Nevada, as well as miscellaneous overhead. Management
believes that the Company's existing cash resources and cash
generated from operations will be sufficient to fund the
Company's ongoing operations through the remainder of 1999 and be
sufficient to provide for the foregoing cash requirements for day
to day operations in the next twelve months.
There is no guarantee that the budgeted funds will be sufficient
to achieve these goals. Management believes that it will not
achieve profitability until it is able to realize approximately
$5,000 in gross sales per month.
The Company has no guarantee that it will be able to achieve this
goal in the next twelve months. The Company may require
additional funds and time to achieve these goals. Even if the
Company begins generating revenues, it could require additional
funding for expansion. The Company may find it difficult to
succeed in securing additional financing. The Company may be able
to attract some private investors, or an officer and/or director
12
may be willing to make additional cash contributions,
advancements or loans. Or, as an alternative, the Company could
attempt some form of debt or equity financing.
YEAR 2000 ISSUES
The Company has conducted a comprehensive review of its
computer, telephone and alarm systems to identify the systems
that could be affected by the Year 2000 issue and is developing
an implementation plan to resolve the issue.
The issue pertains to whether or not computer systems will
properly recognize date-sensitive information when the year
changes to 2000. Systems that do not properly recognize such
information could generate erroneous data or cause a system to
fail. The company is heavily dependent on computer processing in
the conduct of its business activities.
The Company has identified four areas which could be
affected by the Year 2000 issue: computer systems, Internet
services, shipping services and telephone systems.
A. Computer Systems
The Company uses a variety of computer software
packages to operate the business, the majority of which
are small "canned" programs which are used in
day-to-day operations. The Company has reviewed the
software it uses (i.e., Microsoft Office and related
programs) and has been assured by Microsoft Corporation
that its products that it uses are new enough to not be
affected by any Year 2000 issues.
B. Internet Service
@wizard.com, the Company's Internet provider, assures
the Company that their computer systems will not be
affected by any Y2K issues. @wizard.com located in Las
Vegas, Nevada, uses Sprint, which uses a Nortel DMS 100
system which will accommodate all Y2K issues.
C. Shipping Services
The Company currently uses the United States Postal
Service for its shipping needs. A spokesperson for U.S.
Postal Service assured the Company that there will be
no interruption by the Year 2000 and will not be
affected adversely by any Year 2000 concerns.
13
D. Telephone Systems
The Company uses the only local carrier in Las Vegas,
Sprint, for its telephone system. Sprint uses a Nortel
DMS 100 system which will accommodate Y2K issues.
The Company will experience no additional costs to upgrade
or modify the phone systems to accommodate any Year 2000 issues.
Based on the review of the computer systems, management does not
believe the cost of remediation will be material to the Company's
financial position and result of operations.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Item # Description
------ ------------
27 Financial Data Schedule
(b) Reports on Form 8-K
No Reports on Form 8-K have been filed for the quarter ended
June 30, 1999.
Items 1, 2, 3, 4 and 5 of Part II have been omitted as inapplicable.
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.
SOURCE ONE, INCORPORATED
August 12, 1999 By: /s/ MIGNON CARDENAS
Mignon Cardenas
President, Chief Financial Officer
and Duly Authorized Officer
14